MATERIAL CHANGE IN THE FACTS OR CIRCUMSTANCES REPORTED OR ASSUMED IN THE
APPLICATION FOR OR GRANTING OF ANY PERMITS.
NO OUTSTANDING VIOLATIONS ARE OR
HAVE BEEN RECORDED IN RESPECT OF
12
ANY OF THE PERMITS.
NO PROCEEDING IS PENDING OR, TO SELLER'S KNOWLEDGE,
THREATENED, TO SUSPEND, REVOKE, WITHDRAW, MODIFY OR LIMIT ANY PERMIT, AND, TO
SELLER'S KNOWLEDGE, THERE IS NO FACT, ERROR OR ADMISSION RELEVANT TO ANY PERMIT
THAT WOULD PERMIT THE SUSPENSION, REVOCATION, WITHDRAWAL, MODIFICATION OR
LIMITATION OF, OR RESULT IN THE THREATENED SUSPENSION, REVOCATION, WITHDRAWAL,
MODIFICATION OR LIMITATION OF, OR IN THE LOSS OF ANY PERMIT.
(B)
THE BUSINESS IS BEING AND HAS BEEN CONDUCTED
IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL PERMITS AND APPLICABLE LAWS.
SELLER IS NOT IN VIOLATION OF ANY LAWS APPLICABLE TO THE BUSINESS BY WHICH ANY
OF THE TRANSFERRED ASSETS IS BOUND OR AFFECTED, OTHER THAN THOSE VIOLATIONS
WHICH DO NOT HAVE A MATERIAL ADVERSE EFFECT.
EXCEPT AS DISCLOSED ON SCHEDULE
3.09(B), SELLER HAS NOT TAKEN ANY ACTION, OR FAILED TO TAKE ANY ACTION, WHICH
MIGHT, TO ANY EXTENT, PREVENT, IMPEDE OR RESULT IN THE REVOCATION OF THE VESTING
IN BUYER OF GOOD AND VALID TITLE TO THE TRANSFERRED ASSETS (OR ANY PORTION
THEREOF) FREE AND CLEAR OF ALL CLAIMS AND INTERESTS OF CREDITORS AND EQUITY
SECURITY HOLDERS.
(C)
THERE ARE NO PERMITS REQUIRED TO CONDUCT
THE BUSINESS AS AND WHERE IT IS PRESENTLY BEING CONDUCTED AND WHICH RELATE
SPECIFICALLY TO THE MANUFACTURING PROCESS FOR WET TANTALUM CAPACITORS.
(D)
EXCEPT AS SET FORTH ON SCHEDULE 3.09 HERETO,
SELLER HAS NOT RECEIVED ANY NOTIFICATION THAT IT IS IN VIOLATION OF ANY
APPLICABLE BUILDING, ZONING, ANTI-POLLUTION, ENVIRONMENTAL, HEALTH OR OTHER LAW
IN RESPECT OF THE BUSINESS AND NO SUCH VIOLATION EXISTS.
SECTION 3.10.
GOVERNMENT CONTRACTS.
(A)
"GOVERNMENT CONTRACTS" SHALL MEAN ALL
CURRENT CONTRACTS PURSUANT TO WHICH THE BUSINESS HAS GENERATED AND/OR IS
EXPECTED TO GENERATE REVENUES IN EXCESS OF $50,000: (I) BETWEEN SELLER AND THE
UNITED STATES GOVERNMENT, INCLUDING ANY BLANKET PURCHASE AGREEMENTS, TASK
ORDERS, OR OTHER AGREEMENTS THEREUNDER; AND (II) BETWEEN SELLER AND ANY ENTITY
WHICH IS A PARTY TO A CONTRACT OR OTHER AGREEMENT WITH THE UNITED STATES
GOVERNMENT IN WHICH SELLER PARTICIPATES IN THE BID OR CONTRACT PROCESS.
SELLER
IS NOT A PARTY TO ANY CURRENT DISPUTE RELATING TO A GOVERNMENT CONTRACT.
SELLER
HAS NOT, WITH RESPECT TO ANY GOVERNMENTAL CONTRACT, RECEIVED NOTICE THAT SELLER
HAS BREACHED OR VIOLATED ANY LAW, ORDER, CERTIFICATION, REPRESENTATION, CLAUSE,
PROVISION, OR REQUIREMENT WITH RESPECT TO ANY SUCH GOVERNMENT CONTRACT.
THERE
ARE NO CURRENT OR, TO THE KNOWLEDGE OF SELLER, THREATENED CLAIMS, APPEALS,
"REQUESTS FOR EQUITABLE ADJUSTMENT," PROTESTS, OR LAWSUITS (INCLUDING, WITHOUT
LIMITATION, ANY QUI TAM SUIT BROUGHT UNDER THE FALSE CLAIMS ACT, 31 U.S.C.
3729), AGAINST SELLER ARISING OUT OF OR RELATING TO ANY GOVERNMENT CONTRACT.
(B)
DURING THE PAST FIVE (5) YEARS, SELLER HAS
NOT BEEN SUSPENDED OR DEBARRED FROM DOING BUSINESS WITH THE UNITED STATES
GOVERNMENT, NOR HAS ANY SUCH SUSPENSION OR DEBARMENT ACTION BEEN THREATENED,
PROPOSED, OR COMMENCED.
TO THE KNOWLEDGE