CRIMINAL
LIABILITY OR HAVE A MATERIAL ADVERSE EFFECT ON SELLER'S BUSINESS OR OPERATIONS
AND NO SUCH VIOLATION HAS BEEN ALLEGED.
(J)
DISCLOSURE; ACCURACY OF INFORMATION.
ALL INFORMATION FURNISHED
TO PURCHASER BY OR ON BEHALF OF SELLER CONCERNING THE PURCHASED ASSETS OR THE
TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS, THE PROCEEDS THEREOF,
SELLER'S FINANCIAL CONDITION OR OTHERWISE, IS AND WILL BE COMPLETE, ACCURATE,
AND CORRECT IN ALL MATERIAL RESPECTS AT THE TIME THE SAME IS FURNISHED.
THE
REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN THE TRANSACTION DOCUMENTS
AND THE INFORMATION CONTAINED IN THE OTHER DOCUMENTS, CERTIFICATES AND WRITTEN
STATEMENTS FURNISHED TO PURCHASER BY OR ON BEHALF OF SELLER FOR USE IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER
TRANSACTION DOCUMENT, WHEN TAKEN TOGETHER, DO NOT CONTAIN ANY UNTRUE STATEMENT
OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT NECESSARY IN ORDER TO MAKE
THE STATEMENTS CONTAINED HEREIN OR THEREIN NOT MATERIALLY MISLEADING IN LIGHT OF
THE CIRCUMSTANCES IN WHICH THE SAME WERE MADE.
THERE IS NO FACT KNOWN TO SELLER
(OTHER THAN MATTERS OF A GENERAL ECONOMIC NATURE) THAT HAS HAD, OR COULD
REASONABLY BE EXPECTED TO RESULT IN, A MATERIAL ADVERSE EFFECT AND THAT HAS NOT
BEEN DISCLOSED HEREIN OR IN SUCH OTHER DOCUMENTS, CERTIFICATES AND STATEMENTS
FURNISHED TO PURCHASER FOR USE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT.
ANY PROJECTIONS FURNISHED TO
PURCHASER BY OR ON BEHALF OF SELLER ARE BASED UPON GOOD FAITH ESTIMATES AND
ASSUMPTIONS BELIEVED BY SELLER TO BE REASONABLE AT THE TIME MADE, IT BEING
RECOGNIZED BY PURCHASER THAT SUCH PROJECTIONS AS TO FUTURE EVENTS ARE NOT TO BE
VIEWED AS FACTS AND THAT ACTUAL RESULTS DURING THE PERIOD OR PERIODS COVERED BY
ANY SUCH PROJECTIONS MAY DIFFER FROM THE PROJECTED RESULTS.
(K)
NO BULK SALES.
NO TRANSACTION CONTEMPLATED HEREBY REQUIRES
COMPLIANCE WITH ANY BULK SALES ACT OR SIMILAR LAW.
(L)
PREFERENCE; VOIDABILITY.
PURCHASER HAS GIVEN REASONABLY
EQUIVALENT VALUE TO SELLER IN CONSIDERATION FOR THE SALE TO PURCHASER OF THE
PURCHASED ASSETS BY SELLER, AND EACH SUCH SALE HAS NOT BEEN MADE FOR OR ON
ACCOUNT OF AN ANTECEDENT DEBT OWED BY SELLER TO PURCHASER.
(M)
MARGIN STOCK.
NO PROCEEDS OF ANY SALE HEREUNDER OR UNDER ANY OTHER
TRANSACTION DOCUMENT SHALL BE USED BY SELLER TO ACQUIRE ANY SECURITY IN ANY
TRANSACTION WHICH IS SUBJECT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED OR FOR ANY PURPOSE THAT VIOLATES ANY APPLICABLE LAW, RULE OR
REGULATION, INCLUDING REGULATION U OF THE FEDERAL RESERVE BOARD.
(N)
USE OF PROCEEDS.
THE SELLERS SHALL USE THE PROCEEDS OF THE
PURCHASE PRICE
(I) FOR GENERAL WORKING CAPITAL PURPOSES AND (II) TO PAY OFF ALL
INDEBTEDNESS OWING TO TEXTRON
5
FINANCIAL CORPORATION BY THE SELLERS, AS OF THE CLOSING DATE, AND UPON SUCH
REPAYMENT (WHICH MAY OCCUR AFTER THE CLOSING DATE), ALL INDEBTEDNESS AND
LIABILITY OWING TO TEXTRON FINANCIAL CORPORATION BY SELLER SHALL BE FULLY
DISCHARGED AND TERMINATED.
(O)
APLA COVENANTS.
THE COVENANTS AND