SELLER, OR OF ANY ASSIGNED CONTRACT; (B) THE CREATION OR
IMPOSITION OF ANY ENCUMBRANCE OTHER THAN THE PERMITTED ENCUMBRANCES ON ANY OF
THE PURCHASED ASSETS; (C) THE VIOLATION OR BREACH OF ANY WRIT, INJUNCTION OR
DECREE THAT WOULD BECOME OR IS NOW APPLICABLE TO OR BINDING ON ANY OF THE
PURCHASED ASSETS; (D) A LOSS OR ADVERSE MODIFICATION OF ANY LICENSE, FRANCHISE,
PERMIT OR OTHER AUTHORIZATION OR RIGHT (CONTRACTUAL OR OTHER) TO OPERATE
SELLER'S BUSINESS OR TO OWN ANY OF THE PURCHASED ASSETS, GRANTED TO OR OTHERWISE
HELD BY SELLER OR USED IN ITS BUSINESS, WHICH WOULD HAVE A MATERIAL ADVERSE
EFFECT ON SELLER; (E) THE RIGHT TO CEASE OR TERMINATE ANY OTHER BUSINESS
RELATIONSHIP OR ARRANGEMENT BETWEEN SELLER AND ANY THIRD PARTY THAT WOULD HAVE A
MATERIAL ADVERSE EFFECT ON SELLER; (F) THE RIGHT TO TERMINATE ANY ASSIGNED
CONTRACT, OR THE ACCELERATION OF THE MATURITY OF ANY INDEBTEDNESS OR OTHER
OBLIGATION OF SELLER WHICH WOULD HAVE A MATERIAL ADVERSE EFFECT ON SELLER, OR
(G) ANY OTHER CONSEQUENCE THAT WOULD HAVE A MATERIAL ADVERSE EFFECT ON SELLER.
3.9
CUSTOMERS.
SCHEDULE 3.9 ATTACHED HERETO CONTAINS CORRECT AND
CURRENT LISTS OF SELLER'S TEN (10) LARGEST CUSTOMERS, IN TERMS OF THE REVENUES
GENERATED FROM THE CONDUCT OF SELLER'S BUSINESS, IN THE TWENTY (20) MONTH PERIOD
ENDED AUGUST 31, 2006, SHOWING THE APPROXIMATE AGGREGATE DOLLAR AMOUNT OF
REVENUES FROM EACH SUCH CUSTOMER DURING SUCH PERIOD.
SELLER HAS NO WRITTEN
INFORMATION AND NO KNOWLEDGE THAT ANY OF THE CUSTOMERS LISTED ON SCHEDULE 3.9
INTENDS TO CEASE DOING BUSINESS, OR NOT RENEW CONTRACTS, WITH SELLER, OR BUYER
AFTER THE CLOSING DATE, OR ALTER MATERIALLY THE AMOUNT OF THE BUSINESS THAT ANY
OF THEM IS PRESENTLY DOING WITH SELLER, OR WILL REQUIRE, AS A CONDITION TO THE
CONTINUATION OF ITS BUSINESS RELATIONSHIP WITH SELLER, OR BUYER AFTER THE
CLOSING DATE, A CHANGE IN THE PRICES AT OR ANY OTHER MATERIAL TERMS UNDER WHICH
ANY OF SUCH CUSTOMERS HAS BEEN DOING BUSINESS WITH SELLER.
3.10
WARRANTIES AND LIABILITIES.
SCHEDULE 3.10 ATTACHED HERETO SETS
FORTH THE PRODUCT RETURN POLICIES (THE "RETURN POLICIES") OF, AND ALL WARRANTIES
(AS HEREINAFTER DEFINED) GIVEN OR MADE BY, SELLER RELATING TO ITS BUSINESS.
"WARRANTIES" SHALL MEAN ALL SERVICE, REPAIR, REPLACEMENT AND OTHER OBLIGATIONS
BASED UPON, OR ARISING OUT OF, EXPRESS AND IMPLIED WARRANTIES MADE OR DEEMED
MADE IN CONNECTION WITH SELLER'S BUSINESS.
SINCE AUGUST 31, 2006, SELLER HAS
NOT EXTENDED OR GRANTED ANY RETURN RIGHTS OR GIVEN OR MADE ANY WARRANTIES WITH
RESPECT TO ITS BUSINESS, EXCEPT FOR THOSE SET FORTH ON SCHEDULE 3.10.
SINCE
AUGUST 31, 2006, NONE OF SELLER'S CUSTOMERS HAS CLAIMED TO SELLER THAT SELLER'S
PRODUCTS OR SERVICES ARE DEFECTIVE.
SELLER DOES NOT KNOW OF ANY PRODUCTS OR
SERVICES WHICH HAVE BEEN DELIVERED BY SELLER SINCE AUGUST 31, 2006, IN A
CONDITION THAT SUCH PRODUCTS OR SERVICES
MIGHT REASONABLY BE EXPECTED TO BE RETURNED BY THE CUSTOMERS OF THE BUSINESS,
AND SELLER HAS NOT RECEIVED WRITTEN NOTICE OF ANY INTENTION ON THE PART OF ANY
SUCH CUSTOMER TO RETURN ANY