ACCOUNTING FOR MORE THAN 2% OF
THE GROSS REVENUES OF THE COMPANY FOR EACH OF THE TWO MOST RECENT FISCAL YEARS
(AND THE REVENUES GENERATED FROM SUCH CUSTOMER).
SCHEDULE 2.18(A) ALSO LISTS
ANY ADDITIONAL CURRENT CUSTOMERS (INCLUDING DISTRIBUTORS) WHICH THE COMPANY
REASONABLY ANTICIPATES SHALL ACCOUNT FOR MORE THAN 2% OF THE GROSS REVENUES OF
THE COMPANY FOR THE CURRENT FISCAL YEAR.
(B)
THE ATTACHED SCHEDULE 2.18(B) LISTS EACH
VENDOR, SUPPLIER, SERVICE PROVIDER AND OTHER SIMILAR BUSINESS RELATION OF THE
COMPANY FROM WHOM THE COMPANY PURCHASED GREATER THAN $50,000 IN GOODS AND/OR
SERVICES OVER THE COURSE OF THE 12 MONTHS ENDING DECEMBER 31, 2008 OR THE
9-MONTHS ENDED SEPTEMBER 30, 2009 THE AMOUNTS OWING TO EACH SUCH PERSON, AND
WHETHER SUCH AMOUNTS ARE PAST DUE.
THE COMPANY HAS NOT RECEIVED ANY INDICATION
FROM ANY SUCH PERSON TO THE EFFECT THAT, AND THE COMPANY HAS NO REASON TO
BELIEVE THAT, SUCH CUSTOMER OR SUPPLIER WILL STOP, DECREASE THE RATE OF, OR
CHANGE THE TERMS (WHETHER RELATED TO PAYMENT, PRICE OR OTHERWISE) WITH RESPECT
TO, SUPPLYING MATERIALS, PRODUCTS OR SERVICES TO THE COMPANY (WHETHER AS A
RESULT OF THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR
THE OTHER TRANSACTION DOCUMENTS OR OTHERWISE).
2.19
Real Property.
(A)
THE COMPANY DOES NOT OWN ANY REAL PROPERTY.
17
(B)
SCHEDULE 2.19(B) ATTACHED HERETO CONTAINS A
COMPLETE LIST OF ALL REAL PROPERTY LEASED OR SUBLEASED BY THE COMPANY (THE
"LEASED REAL PROPERTY").
THE COMPANY HAS A VALID LEASEHOLD INTEREST IN EACH
LEASED REAL PROPERTY, SUBJECT ONLY TO PERMITTED LIENS.
THE COMPANY HAS
PREVIOUSLY DELIVERED TO BUYER COMPLETE AND ACCURATE COPIES OF EACH OF THE LEASES
FOR THE LEASED REAL PROPERTY (THE "LEASES").
WITH RESPECT TO EACH LEASE:
(I) THE LEASE IS LEGAL, VALID, BINDING, ENFORCEABLE AND IN FULL FORCE AND
EFFECT; (II) NEITHER THE COMPANY, NOR ANY OTHER PARTY TO THE LEASE IS IN BREACH
OR DEFAULT AND NO EVENT HAS OCCURRED WHICH, WITH NOTICE OR LAPSE OF TIME OR
BOTH, WOULD CONSTITUTE SUCH A BREACH OR DEFAULT OR PERMIT TERMINATION,
MODIFICATION OR ACCELERATION UNDER THE LEASE; (III) NO PARTY TO THE LEASE HAS
REPUDIATED ANY PROVISION THEREOF; (IV) THERE ARE NO DISPUTES, ORAL AGREEMENTS OR
FORBEARANCE PROGRAMS IN EFFECT AS TO THE LEASE; (V) THE LEASE HAS NOT BEEN
MODIFIED IN ANY RESPECT, EXCEPT TO THE EXTENT THAT SUCH MODIFICATIONS ARE
DISCLOSED BY THE DOCUMENTS DELIVERED TO BUYER; AND (VI) THE COMPANY AND ITS
SUBSIDIARIES HAVE NOT ASSIGNED, TRANSFERRED, CONVEYED, MORTGAGED, DEEDED IN
TRUST OR ENCUMBERED ANY INTEREST IN THE LEASE.
(C)
WITH RESPECT TO THE LEASED REAL PROPERTY:
(I) THE CURRENT USE OF SUCH PROPERTY AND THE OPERATION OF THE COMPANY'S BUSINESS
DOES NOT VIOLATE THE LEASE AND (II) EXCEPT FOR THE LEASE, THERE ARE NO LEASES,
SUBLEASES, LICENSES, CONCESSIONS OR OTHER CONTRACTS, WRITTEN OR ORAL, GRANTING
TO ANY PARTY OR PARTIES THE RIGHT OF USE OR OCCUPANCY OF ANY PORTION OF THE
LEASED REAL PROPERTY EXCEPT IN FAVOR OF THE COMPANY.
2.20
Environmental and Safety Matters.
The Company
has complied in