OR INTANGIBLE;
(G)
ACQUIRED OR DISPOSED OF ANY MATERIAL ASSETS OR PROPERTIES;
(H)
FORGIVEN OR CANCELED ANY MATERIAL DEBTS OR CLAIMS, OR WAIVED ANY
MATERIAL RIGHTS;
(I)
ENTERED INTO ANY MATERIAL TRANSACTION;
(J)
GRANTED TO ANY OFFICER OR SALARIED EMPLOYEE OR ANY OTHER EMPLOYEE
ANY MATERIAL INCREASE IN COMPENSATION IN ANY FORM OR MADE ANY MATERIAL PAYMENTS
FOR SEVERANCE OR TERMINATION PAY;
(K)
ENTERED INTO ANY MATERIAL COMMITMENT FOR CAPITAL EXPENDITURES FOR
ADDITIONS TO PLANT, PROPERTY OR EQUIPMENT; OR
(L)
AGREED, WHETHER IN WRITING OR OTHERWISE, TO TAKE ANY ACTION
DESCRIBED IN THIS SECTION.
2.9
TITLE TO PROPERTY; CONDITION. EXCEPT AS SET FORTH ON THE
DISCLOSURE SCHEDULE, THE COMPANY HAS GOOD AND MERCHANTABLE RIGHT, TITLE AND
INTEREST IN AND TO ALL OF THE MACHINERY, EQUIPMENT, TERMINALS, COMPUTERS,
VEHICLES, PERSONAL PROPERTY AND ALL OTHER ASSETS REFLECTED IN THE LATEST BALANCE
SHEET AND ALL OF THE ASSETS PURCHASED OR OTHERWISE ACQUIRED SINCE THE DATE OF
THE LATEST BALANCE SHEET FOR THE COMPANY (EXCEPT FOR SUCH ASSETS AS MAY HAVE
BEEN SOLD OR OTHERWISE DISPOSED OF IN THE ORDINARY COURSE OF BUSINESS SINCE THE
DATE OF THE MOST RECENT BALANCE SHEET INCLUDED IN THE FINANCIAL STATEMENTS),
SUBJECT TO NO MORTGAGE, PLEDGE, LIEN OR SECURITY INTEREST OF ANY KIND OR NATURE
(WHETHER OR NOT OF RECORD). EXCEPT AS SET FORTH ON THE DISCLOSURE SCHEDULE, THE
ITEMS OF EQUIPMENT AND OTHER PERSONAL PROPERTY OF THE COMPANY THAT ARE NECESSARY
TO THE CONDUCT OF THE BUSINESS OF THE COMPANY ARE IN GOOD OPERATING CONDITION
AND REPAIR AND FIT FOR THE INTENDED PURPOSE THEREOF, ORDINARY WEAR AND TEAR
EXCEPTED, AND NO MATERIAL MAINTENANCE, REPLACEMENT OR REPAIR HAS BEEN DEFERRED
OR NEGLECTED. THE COMPANY OWNS NO REAL PROPERTY. THE DISCLOSURE SCHEDULE SETS
FORTH A LIST OF ALL LEASED REAL PROPERTY AND INCLUDES THE NAME OF THE LESSOR,
THE MONTHLY RENT AMOUNT, THE DURATION (INCLUDING RENEWAL OPTIONS) AND INCLUDES A
COPY OF EACH OF THE LEASES RELATED THERETO.
2.10
INVENTORIES. EXCEPT AS SET FORTH ON THE DISCLOSURE SCHEDULE, ALL
INVENTORY OF THE COMPANY REFLECTED IN THE LATEST BALANCE SHEET CONSISTS OF A
QUALITY AND QUANTITY USABLE AND SALABLE IN THE ORDINARY COURSE OF BUSINESS, AND
THE PRESENT QUANTITIES OF ALL INVENTORY OF THE COMPANY ARE REASONABLE IN THE
PRESENT CIRCUMSTANCES OF THE BUSINESS OF THE COMPANY AS CURRENTLY CONDUCTED,
EXCEPT FOR ITEMS OF OBSOLETE, OVERSTOCKED OR BELOW STANDARD QUALITY, ALL OF
WHICH ARE IMMATERIAL TO THE OVERALL FINANCIAL CONDITION OF THE COMPANY TAKEN AS
A WHOLE AND WHICH HAVE BEEN FULLY RESERVED FOR ON THE LATEST BALANCE SHEET.
2.11
RECEIVABLES AND PAYABLES. EXCEPT AS SET FORTH ON THE DISCLOSURE
SCHEDULE, (I) THE COMPANY HAS GOOD RIGHT, TITLE AND INTEREST IN AND TO ALL ITS
ACCOUNTS RECEIVABLE, NOTES RECEIVABLE AND OTHER RECEIVABLES REFLECTED IN THE
LATEST BALANCE SHEET AND THOSE ACQUIRED AND GENERATED SINCE THE DATE OF THE
LATEST BALANCE SHEET FOR THE COMPANY INCLUDED IN THE FINANCIAL STATEMENTS
(EXCEPT FOR THOSE PAID SINCE SUCH DATE); (II) NONE OF SUCH RECEIVABLES IS
SUBJECT TO ANY MORTGAGE, PLEDGE, LIEN OR SECURITY