OF SUPPLIERS UNDER COMMON OWNERSHIP OR CONTROL)
THAT ACCOUNTED FOR A MATERIAL PERCENTAGE OF THE AGGREGATE SUPPLIES PURCHASED BY
THE BUSINESS DURING THE PAST 18 MONTHS HAS STOPPED OR INTENDS TO STOP SUPPLYING
PRODUCTS OR SERVICES TO THE BUSINESS.
3.18
TRANSACTIONS WITH AFFILIATES; INTERCOMPANY ARRANGEMENTS. THERE ARE
NO AGREEMENTS, LOANS, LEASES, ROYALTY AGREEMENTS OR OTHER CONTINUING
TRANSACTIONS, IN EACH CASES RELATING TO THE BUSINESS OR THE PURCHASED ASSETS
BETWEEN SELLER AND (I) ANY OFFICER, DIRECTOR OR STOCKHOLDER OF SELLER OR ANY OF
THEIR AFFILIATES OR (II) ANY MEMBER OF ANY OFFICER, DIRECTOR OR STOCKHOLDER OF
SELLER'S FAMILY OR ANY OF THEIR AFFILIATES ("INTERESTED PERSON"). TO THE
KNOWLEDGE OF SELLER, NO INTERESTED PERSON (X) HAS ANY MATERIAL DIRECT OR
INDIRECT INTEREST IN ANY ENTITY THAT DOES BUSINESS WITH SELLER WITH RESPECT TO
THE BUSINESS OR (Y) HAS ANY DIRECT OR INDIRECT INTEREST IN ANY PROPERTY, ASSET
OR RIGHT THAT IS USED BY SELLER IN THE CONDUCT OF THE BUSINESS. NO INTERESTED
PERSON HAS ANY CONTRACTUAL RELATIONSHIP (INCLUDING THAT OF CREDITOR OR DEBTOR)
WITH SELLER OTHER THAN SUCH RELATIONSHIPS AS RESULT SOLELY FROM BEING AN
OFFICER, DIRECTOR OR STOCKHOLDER OF SELLER.
3.19
FINDERS' FEES. EXCEPT FOR BERKERY, NOYES & CO., LLC, WHOSE FEES WILL
BE PAID BY SELLER, THERE IS NO INVESTMENT BANKER, BROKER, FINDER OR OTHER
INTERMEDIARY THAT HAS BEEN RETAINED BY OR IS AUTHORIZED TO ACT ON BEHALF OF
SELLER WHO MIGHT BE ENTITLED TO ANY FEE OR
22
COMMISSION FROM BUYER, SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES UPON
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
3.20
OTHER INFORMATION. NONE OF THIS AGREEMENT, THE ANCILLARY AGREEMENTS
AND THE SCHEDULES, EXHIBITS AND OTHER DOCUMENTS DELIVERED IN CONNECTION HEREWITH
AND THEREWITH, WHEN READ TOGETHER AS A WHOLE, CONTAINS ANY UNTRUE STATEMENT OF A
MATERIAL FACT OR OMITS TO STATE A MATERIAL FACT NECESSARY IN ORDER TO MAKE THE
STATEMENTS CONTAINED THEREIN NOT MISLEADING.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer hereby represents and warrants to Seller that:
4.01
ORGANIZATION AND EXISTENCE. BUYER IS A CORPORATION DULY
INCORPORATED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE
OF DELAWARE AND HAS ALL CORPORATE POWERS AND ALL MATERIAL GOVERNMENTAL LICENSES,
AUTHORIZATIONS, CONSENTS AND APPROVALS REQUIRED TO CARRY ON ITS BUSINESS AS NOW
CONDUCTED.
4.02
CORPORATE AUTHORIZATION. THE EXECUTION, DELIVERY AND PERFORMANCE BY
BUYER OF THIS AGREEMENT, EACH OF THE ANCILLARY AGREEMENTS AND THE CONSUMMATION
BY BUYER OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY ARE WITHIN THE
CORPORATE POWERS OF BUYER AND HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY
CORPORATE ACTION ON THE PART OF BUYER. THIS AGREEMENT AND EACH OF THE ANCILLARY
AGREEMENTS TO WHICH SELLER IS A PARTY HAVE BEEN DULY EXECUTED AND DELIVERED BY
BUYER AND CONSTITUTE VALID AND BINDING AGREEMENTS OF BUYER.
4.03
GOVERNMENTAL AUTHORIZATION. THE EXECUTION, DELIVERY AND PERFORMANCE
BY BUYER OF THIS AGREEMENT AND EACH OF THE ANCILLARY AGREEMENTS REQUIRE NO
ACTION BY OR IN RESPECT OF, OR FILING WITH, ANY GOVERNMENTAL BODY, AGENCY,
OFFICIAL OR AUTHORITY.
4.04
NON-CONTRAVENTION. THE EXECUTION, DELIVERY