TO THE CLOSING TO REFLECT CHANGES
IN THE ACCOUNTS RECEIVABLE SINCE OCTOBER 31, 2009.
(B)
EXCEPT AS SET FORTH IN SECTION 2.15 OF THE
DISCLOSURE SCHEDULE, THE ACCOUNTS AND NOTES RECEIVABLE OF THE SELLERS REFLECTED
ON THE SELLERS' FINANCIAL STATEMENTS, AND ALL ACCOUNTS AND NOTES RECEIVABLE
ARISING SUBSEQUENT TO OCTOBER 31, 2009, (A) AROSE FROM BONA FIDE SALES
TRANSACTIONS IN THE ORDINARY COURSE OF BUSINESS, CONSISTENT WITH PAST PRACTICE,
AND ARE PAYABLE ON ORDINARY TRADE TERMS, (B) ARE LEGAL, VALID AND BINDING
OBLIGATIONS OF THE RESPECTIVE DEBTORS ENFORCEABLE IN ACCORDANCE WITH THEIR
RESPECTIVE TERMS IN ALL MATERIAL RESPECTS, (C) EXCEPT IN THE ORDINARY COURSE OF
BUSINESS, ARE NOT SUBJECT TO ANY VALID SET-OFF, COUNTERCLAIM OR REBATE AND
(D) EXCEPT IN THE ORDINARY COURSE OF BUSINESS, DO NOT REPRESENT OBLIGATIONS FOR
GOODS SOLD ON CONSIGNMENT, ON APPROVAL OR ON A SALE-OR-RETURN BASIS OR SUBJECT
TO ANY OTHER REPURCHASE OR RETURN ARRANGEMENT.
23
SECTION 2.16
INVENTORY.
(A)
SECTION 2.16(A) OF THE DISCLOSURE SCHEDULE
LISTS ALL INVENTORIES AND WORK-IN-PROGRESS AS OF OCTOBER 31, 2009, WHICH SHALL
BE UPDATED FIVE (5) BUSINESS DAYS PRIOR TO THE CLOSING TO REFLECT ANY CHANGES IN
INVENTORY SINCE OCTOBER 31, 2009.
(B)
EXCEPT AS DISCLOSED ON SECTION 2.16(A) OF
THE DISCLOSURE SCHEDULE, ALL INVENTORY INCLUDED IN THE PURCHASED ASSETS CONSISTS
OF A QUALITY AND QUANTITY USABLE AND SALABLE IN THE ORDINARY COURSE OF BUSINESS
AS CURRENTLY CONDUCTED OR AS REASONABLY CONTEMPLATED TO BE CONDUCTED.
EXCEPT AS
DISCLOSED IN THE NOTES TO THE SELLERS' FINANCIAL STATEMENTS OR ON
SECTION 2.16(A) OF THE DISCLOSURE SCHEDULE, ALL ITEMS INCLUDED IN THE INVENTORY
OF THE SELLERS INCLUDED IN THE PURCHASED ASSETS ARE THE PROPERTY OF THE SELLERS
FREE AND CLEAR OF ANY LIEN (OTHER THAN PERMITTED LIENS), HAVE NOT BEEN PLEDGED
AS COLLATERAL, ARE NOT HELD BY THE SELLERS ON CONSIGNMENT FROM OTHERS AND
CONFORM IN ALL MATERIAL RESPECTS TO ALL STANDARDS APPLICABLE TO SUCH INVENTORY
OR ITS USE OR SALE IMPOSED BY GOVERNMENTAL OR REGULATORY AUTHORITIES.
SECTION 2.17
APPROVALS.
SECTION 2.17 OF THE
DISCLOSURE SCHEDULE CONTAINS A LIST OF ALL MATERIAL APPROVALS WHICH ARE REQUIRED
TO BE GIVEN TO OR OBTAINED BY THE SELLERS FROM ANY AND ALL THIRD PARTIES,
INCLUDING ANY GOVERNMENTAL OR REGULATORY AUTHORITIES IN CONNECTION WITH THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE
ANCILLARY AGREEMENTS.
SECTION 2.18
TAX.
(A)
ALL TAX RETURNS REQUIRED TO BE FILED BY OR
ON BEHALF OF THE SELLERS HAVE BEEN DULY FILED ON A TIMELY BASIS AND SUCH TAX
RETURNS WERE, WHEN FILED, TRUE, COMPLETE AND CORRECT IN ALL MATERIAL RESPECTS.
ALL TAXES SHOWN TO BE PAYABLE ON SUCH TAX RETURNS OR ON SUBSEQUENT ASSESSMENTS
WITH RESPECT THERETO HAVE BEEN PAID IN FULL ON A TIMELY BASIS, AND NO OTHER
TAXES ARE DUE AND PAYABLE BY THE SELLERS WITH RESPECT TO ITEMS OR PERIODS
COVERED BY SUCH TAX RETURNS (WHETHER OR NOT SHOWN ON SUCH TAX RETURNS).
THE
SELLERS HAVE WITHHELD AND PAID OVER ALL TAXES REQUIRED TO HAVE BEEN WITHHELD AND
PAID OVER, AND COMPLIED WITH ALL