IN THE
IMPOSITION OF ANY LIEN UPON ANY OF ITS ASSETS) OR (III) CONFLICT WITH, RESULT IN
A BREACH OF, CONSTITUTE A DEFAULT UNDER, RESULT IN THE ACCELERATION OF, CREATE
IN ANY PARTY THE RIGHT TO ACCELERATE, TERMINATE, MODIFY, OR CANCEL, OR REQUIRE
ANY NOTICE UNDER ANY ASSUMED CONTRACT.
EXCEPT FOR SUCH AUTHORIZATIONS, CONSENTS
OR APPROVALS THAT HAVE BEEN OBTAINED PRIOR TO CLOSING OR ARE SET FORTH ON
SECTION 3(C) OF THE DISCLOSURE SCHEDULE, NONE OF BLOUNT OR THE BLOUNT
SUBSIDIARIES NEEDS TO GIVE ANY NOTICE TO, MAKE ANY FILING WITH, OR OBTAIN ANY
AUTHORIZATION, CONSENT, OR APPROVAL OF ANY GOVERNMENT OR GOVERNMENTAL AGENCY IN
ORDER FOR THE PARTIES TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT, EXCEPT WHERE THE FAILURE TO DO SO WOULD NOT RESULT IN A MATERIAL
ADVERSE EFFECT.
(D)
BROKERS' FEES.
SELLER HAS NO LIABILITY TO PAY ANY FEES OR
COMMISSIONS TO ANY BROKER, FINDER, OR AGENT WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT FOR WHICH BUYER COULD BECOME LIABLE OR OBLIGATED.
(E)
TITLE TO AND SUFFICIENCY AND CONDITION OF ASSETS.
SELLER HAS GOOD
AND MARKETABLE TITLE TO, OR A VALID LEASEHOLD INTEREST IN, ALL OF THE ACQUIRED
ASSETS, FREE AND CLEAR OF ANY LIEN OR RESTRICTION ON TRANSFER (OTHER THAN
PERMITTED ENCUMBRANCES IN THE CASE OF REAL PROPERTY).
OTHER THAN THOSE ASSETS
EXPRESSLY EXCLUDED FROM THE DEFINITION OF "ACQUIRED ASSETS", THE ACQUIRED ASSETS
(I) CONSTITUTE ALL OF THE ASSETS, TANGIBLE AND INTANGIBLE, OF ANY NATURE
WHATSOEVER, NECESSARY TO OPERATE THE TARGET BUSINESS IN THE MANNER PRESENTLY
OPERATED BY SELLER, (II) INCLUDE ALL OF THE OPERATING ASSETS OF SELLER PRIMARILY
USED IN THE TARGET BUSINESS AND (III) ARE SUFFICIENT FOR THE CONTINUED CONDUCT
OF THE TARGET BUSINESS BY BUYER AFTER THE CLOSING IN SUBSTANTIALLY THE SAME
MANNER AS CONDUCTED BY SELLER PRIOR TO THE CLOSING.
EACH ACQUIRED ASSET THAT IS
A TANGIBLE ASSET HAVING A NET BOOK VALUE IN EXCESS OF $30,000 (X) IS IN GOOD
WORKING ORDER (ORDINARY WEAR AND TEAR EXCEPTED), (Y) HAS BEEN MAINTAINED IN ALL
MATERIAL RESPECTS IN ACCORDANCE WITH THE PAST PRACTICE OF SELLER AND GENERALLY
ACCEPTED INDUSTRY PRACTICE AND (Z) IS SUITABLE FOR THE PURPOSES FOR WHICH IT
PRESENTLY IS USED IN CONNECTION WITH THE TARGET BUSINESS.
(F)
FINANCIAL STATEMENTS.
THE FINANCIAL STATEMENTS (I) HAVE BEEN
PREPARED (A) IN THE CASE OF THE SELLER PARENT FINANCIAL STATEMENTS, IN
ACCORDANCE WITH GAAP CONSISTENTLY APPLIED THROUGHOUT THE PERIODS COVERED THEREBY
AND (B) IN THE CASE OF THE AUGUST 31, 2007 FINANCIAL STATEMENTS, USING
METHODOLOGY CONSISTENT WITH THE TARGET BUSINESS FINANCIAL STATEMENTS AND
CONSISTENTLY APPLIED, (II) PRESENT FAIRLY THE FINANCIAL CONDITION OF THE SELLER
PARENT AND TARGET BUSINESS, AS APPLICABLE, AS OF SUCH DATES AND FOR THE PERIODS
COVERED THEREBY AND (III) ARE CONSISTENT WITH AND BASED UPON THE BOOKS AND
RECORDS OF THE SELLER PARENT AND TARGET BUSINESS (WHICH BOOKS AND RECORDS ARE
CORRECT AND COMPLETE IN ALL MATERIAL RESPECTS); PROVIDED, HOWEVER,
19
THAT THE AUGUST 31, 2007 FINANCIAL STATEMENTS ARE SUBJECT TO NORMAL AND
RECURRING YEAR-END ADJUSTMENTS.
(G)