EVENTS SUBSEQUENT TO DECEMBER 31, 2006.
EXCEPT AS SET FORTH ON
SECTION 3(G) OF THE DISCLOSURE SCHEDULE, SINCE DECEMBER 31, 2006, THERE HAS NOT
BEEN ANY MATERIAL ADVERSE CHANGE AND, WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, WITH RESPECT TO THE TARGET BUSINESS, SINCE SUCH DATE:
(I)
SELLER HAS OPERATED THE TARGET BUSINESS
IN THE ORDINARY COURSE OF BUSINESS;
(II)
SELLER HAS NOT SOLD, LEASED, TRANSFERRED,
OR ASSIGNED ANY ASSET WITH A NET BOOK VALUE IN EXCESS OF $100,000 THAT WOULD
HAVE CONSTITUTED AN ACQUIRED ASSET, TANGIBLE OR INTANGIBLE, OTHER THAN FOR FAIR
CONSIDERATION IN THE ORDINARY COURSE OF BUSINESS;
(III)
NO PARTY (INCLUDING SELLER AND ANY OF THE
BLOUNT SUBSIDIARIES) HAS ACCELERATED, TERMINATED, MATERIALLY MODIFIED OR
CANCELLED ANY AGREEMENT, CONTRACT, LEASE, OR LICENSE INVOLVING MORE THAN
$100,000 TO WHICH BLOUNT OR ANY OF THE BLOUNT SUBSIDIARIES IS A PARTY OR BY
WHICH ANY OF THEM IS BOUND OR OUTSIDE THE ORDINARY COURSE OF BUSINESS;
(IV)
SELLER HAS NOT ENTERED INTO ANY MATERIAL
CONTRACT HAVING AN AGGREGATE VALUE, OR PROVIDING FOR OBLIGATIONS, IN EXCESS OF
$100,000 OR OUTSIDE THE ORDINARY COURSE OF BUSINESS.
(V)
SELLER HAS NOT IMPOSED OR PERMITTED TO EXIST
ANY LIEN UPON ANY OF ITS ASSETS, TANGIBLE OR INTANGIBLE (OTHER THAN PERMITTED
ENCUMBRANCES WITH RESPECT TO REAL PROPERTY);
(VI)
SELLER HAS NOT MADE ANY CAPITAL EXPENDITURE
(OR SERIES OF RELATED CAPITAL EXPENDITURES) EITHER INVOLVING MORE THAN $100,000
OR OUTSIDE THE ORDINARY COURSE OF BUSINESS;
(VII)
SELLER HAS NOT MADE ANY CAPITAL INVESTMENT IN,
ANY LOAN TO, OR ANY ACQUISITION OF THE SECURITIES OR ASSETS OF, ANY OTHER PERSON
(OR SERIES OF RELATED CAPITAL INVESTMENTS, LOANS, AND ACQUISITIONS) EITHER
INVOLVING MORE THAN $100,000 OR OUTSIDE THE ORDINARY COURSE OF BUSINESS;
(VIII)
SELLER HAS NOT DELAYED OR POSTPONED THE PAYMENT OF
ACCOUNTS PAYABLE OR ANY OTHER LIABILITIES OUTSIDE THE ORDINARY COURSE OF
BUSINESS;
(IX)
THERE HAS BEEN NO INDIVIDUAL OCCURRENCE IN
WHICH SELLER HAS EXPERIENCED ANY DAMAGE, DESTRUCTION OR LOSS (WHETHER OR NOT
COVERED BY INSURANCE) IN EXCESS OF $100,000 WITH RESPECT TO AN ACQUIRED ASSET;
(X)
NEITHER SELLER NOR ANY OF THE BLOUNT
SUBSIDIARIES HAS MADE ANY LOAN THAT REMAINS OUTSTANDING TO, OR ENTERED INTO ANY
OTHER TRANSACTION WITH, ANY TARGET BUSINESS EMPLOYEE OUTSIDE THE ORDINARY COURSE
OF BUSINESS;
20
(XI)
SELLER HAS NOT DISCHARGED ANY MATERIAL
LIABILITY OR LIEN PRIMARILY RELATING TO THE TARGET BUSINESS OUTSIDE THE ORDINARY
COURSE OF BUSINESS;
(XII)
SELLER HAS NOT CANCELLED, COMPROMISED, WAIVED,
OR RELEASED ANY RIGHT OR CLAIM (OR SERIES OF RELATED RIGHTS AND CLAIMS)
INVOLVING MORE THAN $100,000 OUTSIDE THE ORDINARY COURSE OF BUSINESS;
(XIII)
SELLER HAS NOT ENTERED INTO ANY AGREEMENT
PERTAINING TO THE TARGET BUSINESS THAT CONCERNS NON-COMPETITION OR EXCLUSIVE
DEALING; AND
(XIV)
SELLER HAS NOT COMMITTED TO DO ANY OF THE
FOREGOING.
(H)
LEGAL COMPLIANCE.
EXCEPT AS SET FORTH ON SECTION 3(H) OF THE
DISCLOSURE SCHEDULE, WITH RESPECT TO THE TARGET BUSINESS, SELLER HAS MATERIALLY
COMPLIED WITH ALL APPLICABLE LAWS.
THIS SECTION DOES NOT APPLY TO
ENVIRONMENTAL, HEALTH OR SAFETY MATTERS WHICH ARE EXCLUSIVELY THE SUBJECT