OF SELLER, THERE IS NO VALID BASIS, OR
SPECIFIC CIRCUMSTANCES THAT WITH THE PASSAGE OF TIME WOULD BECOME A BASIS, FOR
SELLER'S SUSPENSION OR DEBARMENT FROM DOING BUSINESS WITH THE UNITED STATES
GOVERNMENT.
(C)
NEITHER SELLER, NOR, TO THE KNOWLEDGE OF
SELLER, ANY OF SELLER'S OFFICERS, DIRECTORS, OR EMPLOYEES, HAS KNOWINGLY
PROVIDED TO ANY PERSON ANY FALSE OR MISLEADING
13
INFORMATION WITH RESPECT TO SELLER, OR ANY OF ITS OFFICERS, DIRECTORS,
EQUITYHOLDERS OR EMPLOYEES, IN CONNECTION WITH THE PROCUREMENT OF, PERFORMANCE
UNDER OR RENEWAL OF, ANY GOVERNMENT CONTRACT.
SECTION 3.11.
INSURANCE.
SELLER OR ITS AFFILIATES HAVE
IN PLACE INSURANCE POLICIES WITH RESPECT TO THE TRANSFERRED ASSETS AND THE
BUSINESS IN AMOUNTS AND TYPES THAT ARE CUSTOMARY IN THE INDUSTRY FOR SIMILAR
ASSETS AND SUFFICIENT TO COVER THE FULL VALUE OF THE TANGIBLE PERSONAL PROPERTY,
AND ALL SUCH POLICIES ARE VALID AND IN FULL FORCE AND EFFECT.
SCHEDULE 3.11
CONTAINS A COMPLETE AND ACCURATE LIST AND AN ACCURATE SUMMARY OF ALL PROPERTY,
COMMERCIAL GENERAL LIABILITY, WORKERS' COMPENSATION AND AUTOMOBILE LIABILITY
INSURANCE POLICIES CURRENTLY MAINTAINED RELATING TO THE TRANSFERRED ASSETS OR
THE BUSINESS.
SUCH POLICIES, AS ARE CURRENT, ARE VALID AND IN FULL FORCE AND
EFFECT, ALL PREMIUMS DUE THEREON HAVE BEEN PAID, SELLER AND, IF APPLICABLE, ITS
AFFILIATES, HAVE COMPLIED WITH THE MATERIAL PROVISIONS OF SUCH POLICIES, AND ALL
SUCH POLICIES EITHER SPECIFICALLY INCLUDE SELLER AS NAMED INSURED OR INCLUDE
OMNIBUS NAMED INSURED LANGUAGE WHICH GENERALLY INCLUDES SELLER, AND SELLER OR
ITS AFFILIATES HAVE NOT RECEIVED ANY NOTIFICATION OF CANCELLATION, MODIFICATION
OR DENIAL OF RENEWAL OF ANY SUCH POLICIES, EXCEPT AS SET FORTH ON SCHEDULE 3.11.
SECTION 3.12.
EMPLOYEES AND RELATED MATTERS.
THERE ARE
NO PENDING OR THREATENED DISPUTES, GRIEVANCES, CHARGES, COMPLAINTS, PETITIONS OR
PROCEEDINGS INVOLVING THE EMPLOYEES OF SELLER THAT COULD BE REASONABLY EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT AND THERE ARE NO PENDING OR THREATENED
STRIKES, LOCKOUTS OR GENERAL WORK STOPPAGES INVOLVING EMPLOYEES OF SELLER WHICH
COULD CAUSE A CESSATION OF OPERATION OF THE BUSINESS OR ANY FACILITY WHERE THE
BUSINESS IS CONDUCTED AND SELLER IS NOT SUBJECT TO SHOW CAUSE, NOTICES OR
DEBARMENT OR ADMINISTRATIVE PROCEDURE INVOLVING ANY GOVERNMENTAL AUTHORITY
RELATED TO ITS EMPLOYEES PRACTICES WITH RESPECT TO THE BUSINESS THAT COULD
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
SECTION 3.13.
CUSTOMERS AND SUPPLIERS.
SCHEDULE 3.13
SETS FORTH A LIST OF (X) THE TEN (10) LARGEST CUSTOMERS OF THE BUSINESS IN TERMS
OF SALES DURING THE FISCAL YEAR ENDED MARCH 31, 2008 AND FOR ARCOTRONICS,
YEAR-TO-DATE AS OF JULY 31, 2008 AND FOR SELLER AND ITS SUBSIDIARIES,
YEAR-TO-DATE AS OF AUGUST 20, 2008, SHOWING THE APPROXIMATE TOTAL SALES BY THE
BUSINESS TO EACH SUCH CUSTOMER DURING SUCH PERIODS, RESPECTIVELY, AND (Y) THE
TEN (10) LARGEST SUPPLIERS TO THE BUSINESS DURING THE FISCAL YEAR ENDED
MARCH 31, 2008 AND FOR THE QUARTER ENDED JUNE 30, 2008, MEASURED BY DOLLAR
VOLUME OF PURCHASES.
EXCEPT AS SET FORTH IN SCHEDULE 3.13, SELLER HAS RECEIVED
NO NOTICE OF TERMINATION AND IS NOT AWARE OF AN INTENTION TO