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i <br /> • <br /> t <br /> c. Personal proms <br /> E As to the personal property listed in Exhibits <br /> "A" and "B", Douglas has the right to convey said property free <br /> and clear of all stcurity interests and other encumbrances <br /> d Compliance_With Federal, State-and Local Laim <br /> Douglas has complied with and is not in <br /> violation of any applicable federal, state or local statute, lar; <br /> or regulation affecting said properties <br /> e. Litigation <br /> Except as set forth in Exhibit "C" attached <br /> hereto, there is no suit, legal action, administrative, arbitra- <br /> tion or other proceeding or governmental investigation pending <br /> or, to the beat knowledge of Dougla-, threatened ageJnst or <br /> affecting said properties. <br /> . f. Consents of Third Parties <br /> Except to the extent such approvals or consents <br /> have heretofore been obtained or shall be obtained by Douglas <br /> prior to the Closing Date, no approvals or consents of any <br /> person (including, without limitation, consents of lessors, <br /> financial institutions and suppliers) other than Douglas are <br /> necessary to any of the transfers, assignments or conveyance of <br /> said properties to Texaco. <br /> g. Absence of Breach of Contract or <br /> Violation o Charter. c <br /> This transaction will not result in a breach <br /> of any term or provision of or constitute a default under any <br /> Indenture, mortgage, deed of trust or other agreement, instrument <br /> or understanding to which Douglas is a party or by which it is <br /> bound <br /> h. Authority of Douglas <br /> The execution of this Agreement by Douglas has <br /> been duly authorized by the Board of Directors of Douglas, and <br /> no further corporate authorization is necessary on the part of <br /> Douglac <br /> • <br /> .. 3 _ 000036 <br />