(I)
THE UC PARTIES HAVE FURNISHED TO PURCHASER ALL ENVIRONMENTAL
AUDITS, REPORTS AND OTHER MATERIAL ENVIRONMENTAL DOCUMENTS RELATING TO ANY PAST
OR CURRENT PROPERTIES, FACILITIES OR OPERATIONS WHICH ARE IN THE POSSESSION OR
UNDER THE CONTROL OF ANY UC PARTY, OR ANY OF THEIR RESPECTIVE PREDECESSORS OR
AFFILIATES.
(J)
TO THE KNOWLEDGE OF THE UC PARTIES, NONE OF THE BUILDINGS OR
STRUCTURES LOCATED AT OR ON THE REAL PROPERTY CONTAINS ASBESTOS OR
ASBESTOS-CONTAINING MATERIALS ("ACMS").
THE UC PARTIES HAVE FURNISHED TO
PURCHASER ALL STUDIES, SURVEYS, AUDITS OR REPORTS RELATING TO PRESENCE OF
ASBESTOS OR ACMS ON OR AT THE REAL PROPERTY WHICH ARE IN THE POSSESSION OR UNDER
THE CONTROL OF ANY UC PARTY, OR ANY OF THEIR RESPECTIVE PREDECESSORS OR
AFFILIATES.
(K)
THIS SECTION 5.21 CONTAINS THE SOLE AND EXCLUSIVE
REPRESENTATION AND WARRANTY OF THE SHAREHOLDERS WITH RESPECT TO ENVIRONMENTAL,
HEALTH, OR SAFETY MATTERS, INCLUDING WITHOUT LIMITATION ANY ARISING UNDER ANY
ENVIRONMENTAL AND SAFETY REQUIREMENTS.
5.22
AFFILIATED TRANSACTIONS.
EXCEPT AS SET FORTH ON SCHEDULE 5.22, TO
THE KNOWLEDGE OF THE COMPANY, NO OFFICER, DIRECTOR, EMPLOYEE, SHAREHOLDER (OTHER
THAN HANCOCK), MEMBER, OR AFFILIATE (OTHER THAN HANCOCK) OF ANY UC PARTY OR ANY
INDIVIDUAL RELATED BY BLOOD, MARRIAGE, OR ADOPTION TO ANY SUCH PERSON OR ANY
ENTITY IN WHICH ANY SUCH PERSON OWNS ANY MATERIAL BENEFICIAL INTEREST (OTHER
THAN THE OWNERSHIP OF PUBLICLY TRADED SECURITIES REPRESENTING LESS THAN 5% OF
THE OUTSTANDING SECURITIES IN SUCH CLASS OF PUBLICLY TRADED
SECURITIES) (COLLECTIVELY, THE "INSIDERS") (I) IS A PARTY TO ANY CONTRACT OR
TRANSACTION WITH ANY UC PARTY, (II)
HAS ANY OWNERSHIP INTEREST IN ANY MATERIAL
PROPERTY USED BY ANY UC PARTY IN THE CONDUCT OF ITS BUSINESS, (III)
IS AN
AFFILIATE OF OR OTHERWISE HAS ANY MATERIAL INTEREST IN ANY MATERIAL SUPPLIER OR
MATERIAL CUSTOMER OF ANY UC PARTY, (IV) IS INDEBTED TO ANY UC PARTY (OTHER THAN
FOR ADVANCES FOR SALARY AND EXPENSES IN THE ORDINARY COURSE), (VI)
IS, OR IS AN
AFFILIATE OF A PERSON WHO IS, A COMPETITOR OF ANY UC PARTY, OR (V) OWNS OR HAS
OTHERWISE RETAINED ANY RIGHT TO USE ANY ASSET, RIGHT, OR CONTRACTUAL BENEFIT
THAT IS MATERIAL TO THE CONDUCT BY ANY UC PARTY OF ITS BUSINESS AS PRESENTLY
CONDUCTED.
-37-
5.23
CUSTOMERS AND SUPPLIERS.
THE ATTACHED SCHEDULE 5.23 ACCURATELY
SETS FORTH A LIST OF (I) THE COMPANY'S CUSTOMERS WHOSE PURCHASES EXCEED, IN THE
AGGREGATE, SIXTY-FIVE PERCENT (65%) OF THE COMPANY'S TOTAL REVENUE FOR THE TEN
(10) MONTH PERIOD ENDED OCTOBER 31, 2009 (EACH, A "MAJOR CUSTOMER"), SHOWING THE
DOLLAR VOLUME OF SALES FOR EACH SUCH MAJOR CUSTOMER FOR SUCH PERIOD, AND
(II) THE TOP TEN (10) SUPPLIERS OF THE COMPANY BY DOLLAR VOLUME OF SALES AND
PURCHASES, RESPECTIVELY, FOR THE TWELVE (12) MONTH PERIOD ENDED DECEMBER 31,
2008 OR FOR THE TEN (10) MONTH PERIOD ENDED OCTOBER 31, 2009 (EACH, A "MAJOR
SUPPLIERS").
EXCEPT AS DISCLOSED ON SCHEDULE 5.23, NO UC PARTY
HAS RECEIVED
ANY NOTICE FROM ANY MAJOR SUPPLIER OR OTHERWISE HAS KNOWLEDGE TO THE EFFECT THAT
SUCH MAJOR SUPPLIER WILL