MATERIAL ADVERSE EFFECT.
4.2
Title to and Condition of Purchased Assets.
(A)
SELLER HAS, AND AT THE CLOSING BUYER WILL
RECEIVE, GOOD, VALID AND MARKETABLE TITLE OR LICENSE TO EACH AND ALL OF THE
PURCHASED ASSETS, FREE AND CLEAR OF ALL SECURITY INTERESTS, MORTGAGES, LIENS
(STATUTORY OR OTHERWISE), PLEDGES, CHARGES, IMPERFECTIONS OF TITLE,
RESTRICTIONS, PRIOR ASSIGNMENTS, EASEMENTS, LEASES, LICENSES OR SUBLICENSES,
OPTIONS, RIGHTS OF FIRST
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REFUSAL OR FIRST OFFER AND ENCUMBRANCES OF ANY NATURE (INCLUDING ANY CONDITIONAL
SALE OF OTHER TITLE RETENTION AGREEMENT AND ANY LEASE HAVING SUBSTANTIALLY THE
SAME EFFECT AS ANY OF THE FOREGOING AND ANY ASSIGNMENT OR DEPOSIT ARRANGEMENT IN
THE NATURE OF A SECURITY DEVICE), EXCEPT FOR THE LIENS, ENCUMBRANCES AND LEASES
IDENTIFIED ON SCHEDULE 4.2(A) TO THIS AGREEMENT.
(B)
THE PURCHASED ASSETS CONSTITUTE ALL MATERIAL
PROPERTIES, ASSETS AND RIGHTS USED IN THE CONDUCT OF THE BUSINESS. THE TANGIBLE
PURCHASED ASSETS ARE IN GOOD OPERATING CONDITION (SUBJECT TO NORMAL WEAR AND
TEAR AND ROUTINE MAINTENANCE), AND ARE SUITABLE FOR THE PURPOSES FOR WHICH THEY
ARE PRESENTLY USED.
(C)
THE INVENTORY WAS ACQUIRED AND HAS BEEN
MAINTAINED IN THE ORDINARY COURSE OF BUSINESS AND CONSISTS OF ITEMS OF A QUALITY
USEABLE OR SALEABLE IN THE ORDINARY COURSE OF BUSINESS.
4.3
Claims; Litigation; Compliance with Laws.
(A)
EXCEPT AS SET FORTH ON SCHEDULE 4.3, THERE
ARE NO MATERIAL ACTIONS, SUITS, PROCEEDINGS, ORDERS, JUDGMENTS, DECREES OR
INVESTIGATIONS BEFORE OR BY ANY GOVERNMENTAL AUTHORITY, PENDING OR, TO SELLER'S
KNOWLEDGE, THREATENED AGAINST (I) SELLER OR THE BUSINESS, (II) ANY OF THE
PURCHASED ASSETS OR (III) SELLER'S ABILITY TO CONSUMMATE THE TRANSACTIONS.
(B)
SELLER DOES NOT OWN, AND IS NOT OPERATING,
THE BUSINESS OR THE PURCHASED ASSETS, AND SELLER IS NOT CARRYING ON OR
CONDUCTING THE BUSINESS, IN VIOLATION OF ANY LAW PRESENTLY IN EFFECT WHICH HAS
OR WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
4.4
Permits; Licenses.
Schedule 4.4 sets forth all material Permits Seller has with respect to the
Business or the Purchased Assets (other than Permits that relate specifically to
the operation of the Business at Seller's Hackettstown, New Jersey facility
("Seller's Facility")).
Except as set forth on Schedule 4.4, Seller has all
Permits required under any Law for the operation of the Business and the
ownership and operation of the Purchased Assets, except where such failure to
hold a Permit would not reasonably be expected to have a Material Adverse Effect
or where such Permits relate specifically to the operation of the Business at
Seller's Facility.
Except as set forth on Schedule 4.4, Seller is in compliance
in all material respects with all Permits, and to Seller's Knowledge, Seller is
neither in default nor has it received any written notice of any claim of
default with respect to any such Permit, except where such a default or notice
relates specifically to the operation of the Business at Seller's Facility.
4.5
Assigned Agreements.
EXCEPT AS SET FORTH ON SCHEDULE 4.5, EACH OF THE ASSIGNED AGREEMENTS IS VALID,
BINDING AND ENFORCEABLE IN ACCORDANCE WITH ITS