PERSONAL PROPERTY, WHETHER AS LESSOR OR
LESSEE;
(VIII)
ANY MATERIAL GUARANTY OR SURETYSHIP, PERFORMANCE BOND,
INDEMNIFICATION OR CONTRIBUTION AGREEMENT, INCLUDING ANY CORPORATE OR PERSONAL
GUARANTEE TO SUPPLIERS, SURETIES, BANKS OR OTHERS; AND
(IX)
ANY CONTRACT WHICH IS OTHERWISE MATERIAL TO THE CONDUCT OF THE
BUSINESS (OR THE VIOLATION OF WHICH WOULD, INDIVIDUALLY OR IN THE AGGREGATE,
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT).
(B)
SELLERS HAVE FURNISHED OR MADE AVAILABLE, OR WILL FURNISH OR MAKE
AVAILABLE PURSUANT TO SECTION 4.6(B), TO BUYERS TRUE AND COMPLETE COPIES OF ALL
CONTRACTS (OR SUMMARIES OF ALL ORAL AGREEMENTS) REQUIRED TO BE LISTED IN
SECTION 2.14(A) OF THE DISCLOSURE SCHEDULE (SUCH CONTRACTS, "MATERIAL
CONTRACTS").
NOTWITHSTANDING THE FOREGOING, CERTAIN NON-U.S. CONTRACTS (THE
"NON-U.S. CONTRACTS") ARE MATERIAL CONTRACTS WHICH ARE NOT LISTED IN
SECTION 2.14(A) OF THE DISCLOSURE SCHEDULE AS OF THE DATE OF THIS AGREEMENT AND
WHICH SELLERS HAVE NOT FURNISHED OR MADE AVAILABLE TO BUYERS AS OF THE DATE OF
THIS AGREEMENT.
THE NON-U.S. CONTRACTS WILL BE LISTED IN A SUPPLEMENT TO
SECTION 2.14(A) OF THE DISCLOSURE SCHEDULE AND PROVIDED TO BUYERS AFTER THE DATE
OF THIS AGREEMENT PURSUANT TO SECTION 4.6.
AS SUCH, THE REPRESENTATIONS AND
WARRANTIES SET FORTH IN THIS SECTION 2.14 WITH RESPECT TO THE NON-U.S. CONTRACTS
WILL BE TRUE AND CORRECT ONLY AS OF THE CLOSING DATE AND NOT AS OF THE DATE OF
THIS AGREEMENT.
ALL MATERIAL CONTRACTS ARE VALID AND LEGALLY BINDING ON AND
ENFORCEABLE AGAINST THE APPLICABLE SELLERS AND, TO THE KNOWLEDGE OF SELLERS, THE
COUNTERPARTIES THERETO.
EACH MATERIAL CONTRACT, SUBJECT TO OBTAINING THE
APPLICABLE CONSENTS, SHALL BE VALID, BINDING AND ENFORCEABLE IN ALL MATERIAL
RESPECTS IMMEDIATELY FOLLOWING THE CONSUMMATION OF THE TRANSACTIONS, ASSUMING
BUYERS ARE, AT SUCH TIME, IN COMPLIANCE WITH THEIR OBLIGATIONS UNDER SUCH
MATERIAL CONTRACT.
THERE IS NO MATERIAL DISPUTE AMONG, OR MATERIAL BREACH
ALLEGED BY ANY OF, THE PARTIES TO ANY MATERIAL CONTRACT AND NO NOTICE OF ANY
PENALTY OR LIABILITY HAS BEEN DELIVERED TO SELLERS WITH RESPECT THERETO.
TO THE
KNOWLEDGE OF SELLERS, NONE OF THE SUPPLIERS, DISTRIBUTORS OR CUSTOMERS OF THE
BUSINESS WHO IS A PARTY TO A MATERIAL CONTRACT HAS REFUSED, OR COMMUNICATED THAT
IT WILL REFUSE, TO PURCHASE, DISTRIBUTE OR SUPPLY GOODS OR SERVICES IN MATERIAL
AMOUNTS, AS THE CASE MAY BE, OR HAS COMMUNICATED THAT IT WILL MATERIALLY REDUCE
AMOUNTS OF GOODS OR SERVICES THAT IT IS WILLING TO PURCHASE FROM, OR SELL TO,
THE BUSINESS OR BUYERS.
SELLERS HAVE NOT RECEIVED ANY WRITTEN NOTICE FROM ANY
COUNTERPARTY TO A MATERIAL CONTRACT OF ANY MATERIAL DISPUTE, BREACH, PENALTY,
LIABILITY, REFUSAL OR OTHER DEFAULT OR EVENT THAT WITH OR WITHOUT NOTICE OR
LAPSE OF TIME OR BOTH, WOULD VIOLATE, BREACH, CONFLICT WITH, CONSTITUTE A
DEFAULT UNDER, OR PERMIT THE TERMINATION OR THE ACCELERATION OF MATURITY OR
PERFORMANCE OF, OR RESULT IN THE IMPOSITION OF ANY ENCUMBRANCE (OTHER THAN
PERMITTED ENCUMBRANCES) UPON ANY OF THE TRANSFERRED ASSETS OR ANY OF THE ASSUMED
OBLIGATIONS.
26
2.15
INVENTORY.
EXCEPT WITH RESPECT TO OBSOLETE OR EXCESS ITEMS WHICH HAVE