OR FOREIGN LAW),
AS A TRANSFEREE OR SUCCESSOR, BY CONTRACT, OR OTHERWISE. NO TARGET COMPANY HAS:
(I) FILED A CONSENT UNDER CODE SEC. 341(F) CONCERNING COLLAPSIBLE CORPORATIONS;
(II) MADE ANY PAYMENTS AND IS NOT OBLIGATED TO MAKE ANY PAYMENTS THAT WILL NOT
BE DEDUCTIBLE TO ANY TARGET COMPANY UNDER CODE SEC. 280G; OR (III) BEEN A UNITED
STATES REAL PROPERTY HOLDING CORPORATION WITHIN THE MEANING OF CODE SEC.
897(C)(2) DURING THE APPLICABLE PERIOD SPECIFIED IN CODE SEC. 897(C)(1)(A)(II).
5.10.
TITLE TO ASSETS. THE TARGET COMPANIES ARE THE OWNERS OF AND HAVE
GOOD AND MARKETABLE TITLE TO THE ACQUIRED ASSETS, FREE AND CLEAR OF LIENS,
EXCEPT FOR: (I) THE LIEN OF CURRENT TAXES NOT YET DUE AND PAYABLE, AND
(II) LIENS DISCLOSED AND DESCRIBED IN SCHEDULE 5.10 HERETO.
EXCEPT AS DISCLOSED
IN SCHEDULE 5.10, THE ACQUIRED ASSETS ARE USABLE IN THE ORDINARY COURSE OF
BUSINESS, ARE IN REASONABLE CONDITION AND REPAIR AND CONFORM IN ALL MATERIAL
RESPECTS TO ALL APPLICABLE LAWS RELATING TO THEIR CONSTRUCTION, USE AND
OPERATION. EXCEPT AS DISCLOSED IN SCHEDULE 5.10, THE ACQUIRED ASSETS INCLUDE ALL
ASSETS, PROPERTIES AND RIGHTS NECESSARY TO CONDUCT THE BUSINESS CONDUCTED BY THE
TARGET COMPANIES SUBSTANTIALLY IN THE MANNER CONDUCTED SINCE JANUARY 1, 2007 AND
ALL ASSETS, PROPERTIES AND RIGHTS OWNED BY ANY OF THE SELLING PARTIES OR THEIR
AFFILIATES AND USED IN THE BUSINESS CONDUCTED BY THE TARGET COMPANIES SINCE
JANUARY 1, 2007; PROVIDED, HOWEVER, THAT HETRONIC DEUTSCHLAND'S DISTRIBUTION AND
ASSEMBLY OPERATION IS AN ESSENTIAL COMPONENT OF THE BUSINESS CONDUCTED BY THE
TARGET COMPANIES, AND NONE OF SUCH OPERATIONS ARE BEING ACQUIRED BECAUSE NEITHER
THE SHARES OR ASSETS OF HETRONIC DEUTSCHLAND ARE INCLUDED IN THE ACQUIRED
ASSETS.
5.11.
REAL ESTATE AND LEASES. THE TARGET COMPANIES DO NOT OWN, AND HAVE
NOT EVER OWNED, ANY REAL ESTATE. NO TARGET COMPANY IS A PARTY TO ANY ORAL LEASE
OR AGREEMENT UNDER WHICH ANY TARGET COMPANY IS LESSEE OF, OR HOLDS OR OPERATES,
ANY REAL ESTATE (INCLUDING BUILDINGS AND IMPROVEMENTS) (THE "LEASED
FACILITIES"). SCHEDULE 5.11 LISTS EVERY WRITTEN LEASE OR AGREEMENT UNDER WHICH
ANY TARGET COMPANY IS LESSEE OF, OR HOLDS OR OPERATES, ANY LEASED FACILITY (EACH
A "FACILITY LEASE"). TRUE, CORRECT AND COMPLETE COPIES OF ALL FACILITY LEASES
HAVE BEEN PROVIDED TO METHODE.
EACH FACILITY LEASE IS IN FULL FORCE AND EFFECT
AND CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION OF THE RESPECTIVE PARTIES
THERETO.
NO TARGET COMPANY NOR, TO SELLERS' KNOWLEDGE, ANY OTHER PARTY THERETO
IS IN DEFAULT IN ANY MATERIAL RESPECT UNDER A FACILITY LEASE NOR, TO SELLERS'
KNOWLEDGE, HAS ANY EVENT OCCURRED WHICH WITH THE PASSAGE OF TIME OR GIVING OF
NOTICE OR BOTH WOULD CONSTITUTE SUCH A DEFAULT.
EXCEPT AS SET FORTH IN
SCHEDULE 5.11, NO MODIFICATIONS, ALTERATIONS, IMPROVEMENTS OR INSTALLATIONS TO A
LEASED FACILITY HAVE BEEN MADE WHICH WOULD PERMIT THE LANDLORD TO REQUIRE
MATERIAL EXPENDITURES BY THE TENANT TO PLACE SUCH LEASED FACILITY IN CONFORMANCE
WITH REQUIREMENTS ARISING UNDER OR UPON EXPIRATION OR TERMINATION OF THE
FACILITY LEASE THEREFOR. EXCEPT AS SET FORTH IN SCHEDULE 5.11, THE PRESENT