HAS BEEN OPERATED IN ALL MATERIAL RESPECTS IN
ACCORDANCE WITH APPLICABLE LAW.
NONE OF THE ACQUIRED ASSETS ARE SUBJECT TO ANY
LIEN IN FAVOR OF, OR ENFORCEABLE BY, THE PENSION BENEFIT GUARANTY CORPORATION.
3.20
BROKERS.
EXCEPT AS SET FORTH ON SECTION 3.20 OF THE DISCLOSURE
SCHEDULE, NEITHER OF THE SELLERS NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS
OR EMPLOYEES HAS EMPLOYED ANY BROKER, FINDER, INVESTMENT BANKER OR OTHER AGENT
OR INCURRED OR WILL INCUR LIABILITY FOR ANY BROKERAGE FEES, COMMISSIONS,
FINDERS' FEES OR SIMILAR FEES IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
HEREBY.
3.21
TRANSACTIONS WITH AFFILIATES.
TO THE KNOWLEDGE OF THE SELLERS, NO
CURRENT DIRECTOR, OFFICER OR EMPLOYEE OF EITHER SELLER OR ANY MEMBER OF ANY SUCH
PERSON'S FAMILY IS NOW A PARTY TO ANY TRANSACTION WITH EITHER SELLER PRIMARILY
IN RESPECT TO THE BUSINESS (INCLUDING ANY CONTRACT PROVIDING FOR THE EMPLOYMENT
OF, FURNISHING OF GOODS OR SERVICES BY, RENTAL OF REAL OR PERSONAL PROPERTY
FROM, BORROWING MONEY FROM OR LENDING MONEY TO, OR OTHERWISE REQUIRING PAYMENTS
TO, ANY SUCH PERSON, BUT EXCLUDING PAYMENTS FOR NORMAL SALARY AND BONUSES AND
REIMBURSEMENT OF EXPENSES), OR THE DIRECT OR INDIRECT OWNER OF AN INTEREST IN
ANY PERSON WHICH IS A PRESENT OR POTENTIAL COMPETITOR, SUPPLIER OR CLIENT OF THE
BUSINESS AND, TO THE KNOWLEDGE OF THE SELLERS, NO SUCH PERSON RECEIVES INCOME
FROM ANY SOURCE OTHER THAN A SELLER WHICH RELATES TO THE BUSINESS.
3.22
CERTAIN BUSINESS PRACTICES.
NEITHER OF THE SELLERS NOR ANY
DIRECTOR, OFFICER, EMPLOYEE OR AGENT OF EITHER SELLER ON BEHALF OF SUCH SELLER
HAS: (A) USED ANY FUNDS FOR UNLAWFUL CONTRIBUTIONS, GIFTS, ENTERTAINMENT OR
OTHER UNLAWFUL PAYMENTS RELATING TO POLITICAL ACTIVITY, (B) MADE ANY UNLAWFUL
PAYMENT TO ANY FOREIGN OR DOMESTIC GOVERNMENT OFFICIAL OR EMPLOYEE OR TO ANY
FOREIGN OR DOMESTIC POLITICAL PARTY OR CAMPAIGN OR VIOLATED ANY PROVISION OF THE
FOREIGN CORRUPT PRACTICES ACT OF 1977, AS AMENDED, OR (C) MADE ANY OTHER
UNLAWFUL PAYMENT.
3.23
CUSTOMERS AND VENDORS.
(A)
SECTION 3.23(A) OF THE DISCLOSURE SCHEDULE SETS FORTH A LIST OF
EACH CUSTOMER OF THE BUSINESS THAT HAS GENERATED GREATER THAN $10,000 IN REVENUE
DURING THE 2007 OR 2008 CALENDAR YEAR (EACH, A "MATERIAL CUSTOMER").
THERE ARE
NOT, AND HAVE NOT BEEN, ANY MATERIAL DISPUTES WITH ANY MATERIAL CUSTOMER.
NO
MATERIAL CUSTOMER HAS CANCELLED, TERMINATED, OR OTHERWISE MATERIALLY ADVERSELY
ALTERED ITS RELATIONSHIP WITH EITHER SELLER NOR HAS ANY MATERIAL CUSTOMER OF
EITHER SELLER NOTIFIED SUCH SELLER IN WRITING OF ANY INTENTION TO DO SO OR
OTHERWISE THREATENED IN WRITING TO CANCEL, TERMINATE OR MATERIALLY ADVERSELY
ALTER ITS RELATIONSHIP WITH SUCH SELLER.
THERE HAS BEEN NO MATERIAL REDUCTION
IN THE RATE OR AMOUNT OF SERVICES PROVIDED TO AND PAID BY ANY MATERIAL CUSTOMER
OF EITHER SELLER.
(B)
SECTION 3.23(B) OF THE DISCLOSURE SCHEDULE SETS FORTH A LIST OF
EACH VENDOR OF THE BUSINESS THAT HAS SUPPLIED TO EITHER SELLER ANY PRODUCT OR
SERVICE PRIMARILY RELATING TO THE BUSINESS FOR WHICH IT HAS BEEN PAID GREATER
THAN $10,000 DURING THE SELLERS' 2007 OR 2008 FISCAL YEAR (EACH, A "MATERIAL