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of the Assets to Purchaser by Seller at the Closing, Purchaser will acquire and
hold indefeasible title to all of the Assets, whether real, personal, tangible,
intangible or mixed, free and clear of any and all Encumbrances. Seller enjoys
peaceable possession of all Assets. Except for the Excluded Assets, the Assets
constitute all the assets necessary to conduct the Business as currently
conducted on the date hereof. The Assets listed on Schedule 2.1A constitute all
of the Assets located, as of the Closing Date, at the Leased Real Property. All
of the assets listed in the MMH Certificate continue to be located at the Leased
Real Property as of the Closing Date.
(c) With respect to any leased Assets: (i) the lease agreement is
legal, valid, binding, enforceable, and in full force and effect; (ii) the lease
agreement will continue to be legal, valid, binding, enforceable, and in full
force and effect on identical terms following the consummation of the
transactions contemplated hereby (including the assignments and assumptions
referred to in Section 2.2 above); (iii) no party is in breach or default, and
no event has occurred which with notice or lapse of time would constitute a
breach or default, or permit termination, modification, or acceleration, under
the lease agreement; and (iv) no party has repudiated any provision of the lease
agreement.
4.5 [Intentionally Omitted]
4.6 Permits. Seller owns and holds all licenses, franchises, permits,
titles and other governmental authorizations (including, without limitation,
motor vehicle titles and current registrations), Environmental Permits,
licenses, and franchises, the absence of any of which would have a Material
Adverse Effect (the "Material Permits"). An accurate list of all such Material
Permits is set forth on Schedule 4.6 hereto. The Material Permits are valid and,
to the extent permitted by Law or the terms thereof, will be transferred to
Purchaser at the Closing, and to Seller's Knowledge no governmental authority
intends to cancel, terminate or not renew any such Material Permit. Seller has
conducted and is conducting the Business in compliance with the requirements,
standards, criteria and conditions set forth in the Material Permits and is not
in violation of any of the foregoing except where such noncompliance or
violation would not have a Material Adverse Effect. Except as specifically
provided on Schedule 4.6, the transactions contemplated by this Agreement will
not result in a default under or a breach or violation of, or adversely affect
the rights and benefits afforded to Seller, or to Purchaser after the Closing,
by any such Material Permits.
4.7 Compliance with Laws. The Seller has not received notice of any
investigation, threatened or contemplated, by any federal, state or local agency
or Governing Authority, which remains unresolved involving the Business or the
Assets, including, but not limited to, the safety aspects of the Assets or the
safe working conditions and environment of its employees at the Leased Property
or employment practices or policies.
4.8 Assumed Contracts. Seller owns all rights granted to Seller under
any contract, agreement, lease or license that Purchaser has elected to assume
as an Assumed Liability (the "Assumed Contracts") and has not made any
assignment, pledge or other transfer of such rights.
4.9 Contract Defaults. Seller is not in default nor has any act
occurred which upon the passage of time will constitute a default by Seller and
Seller has not been declared to be in default in any respect under Assumed
Contract, and such Assumed Contracts are legal, valid and