OR RESULT IN THE CREATION OF ANY LIEN ON ANY OF THE
ASSETS OF MTDC, INCLUDING THE MTDC INVENTORY, PURSUANT TO, (I) THE ARTICLES OF
INCORPORATION, BY-LAWS OR SHAREHOLDER RESOLUTIONS OF MTDC THAT ARE PRESENTLY IN
EFFECT, (II) ANY AWARD OF ANY ARBITRATOR OR JUDGE OR (III) ANY INDENTURE,
CONTRACT OR AGREEMENT (INCLUDING ANY AGREEMENT WITH SHAREHOLDERS), INSTRUMENT,
ORDER, JUDGMENT, DECREE, STATUTE, LAW, RULE OR REGULATION TO WHICH MTDC OR THE
ASSETS OF MTDC, INCLUDING THE MTDC INVENTORY, IS SUBJECT.
THE EXECUTION AND
DELIVERY BY MTDC OF THE SECURITY AGREEMENT, AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED THEREBY, HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY
CORPORATE ACTION.
THE SECURITY AGREEMENT IS THE LEGAL, VALID AND BINDING
OBLIGATION OF MTDC, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, SUBJECT TO (I)
LAWS OF GENERAL APPLICATION RELATING TO BANKRUPTCY, INSOLVENCY AND THE RELIEF OF
DEBTORS AND (II) GENERAL PRINCIPLES OF EQUITY.
SCHEDULE 9.1(O) SETS FORTH A
TRUE AND COMPLETE LIST OF THE INVENTORY BY MAJOR CATEGORY HELD BY MTDC AS OF
AUGUST 31, 2002 AND THE GROSS INVENTORY CARRYING VALUE OF SUCH INVENTORY, AS
REFLECTED ON MTDC'S BALANCE SHEET DATED AS OF AUGUST 31, 2001 (WHICH BALANCE
SHEET IS BASED UPON THE BOOKS AND RECORDS OF THE MTDC AND FAIRLY PRESENTS THE
ASSETS OF MTDC AS OF THE DATE THEREOF) (SUCH INVENTORY, AS THE SAME MAY ADJUSTED
IN THE ORDINARY COURSE OF BUSINESS TO REFLECT SALES THEREOF AFTER SUCH DATE AND
PURCHASES OF SIMILAR INVENTORY AFTER SUCH DATE, THE "MTDC INVENTORY").
MTDC
OWNS THE MTDC INVENTORY FREE AND CLEAR OF ALL
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Liens (except for a Lien in favor of Silicon Valley Bank with respect to which
the underlying obligation of Metron and MTDC has been satisfied in full).
9.2
Representations and Warranties by FSI.
FSI, on behalf of itself
and the FSI Purchasing Affiliates, represents and warrants to Metron as follows:
(A)
DUE ORGANIZATION; CORPORATE POWER.
FSI IS A CORPORATION DULY
ORGANIZED AND VALIDLY EXISTING UNDER THE LAWS OF THE STATE OF MINNESOTA AND HAS
THE CORPORATE POWER AND AUTHORITY TO OWN ITS PROPERTIES, CARRY ON ITS BUSINESS
AS NOW BEING CONDUCTED, EXECUTE AND DELIVER THIS AGREEMENT AND CONSUMMATE THE
TRANSACTIONS CONTEMPLATED HEREBY.
(B)
CONFLICTING AGREEMENTS.
THE EXECUTION AND DELIVERY BY FSI OF THIS
AGREEMENT, THE ISRAEL DISTRIBUTION AGREEMENT, THE NOTE AND THE SECURITY
AGREEMENT, AND THE OTHER AGREEMENTS, DOCUMENTS AND INSTRUMENTS CONTEMPLATED
HEREBY, THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, AND
THE PERFORMANCE OR OBSERVANCE BY FSI AND THE FSI PURCHASING AFFILIATES OF ANY OF
THE TERMS OR CONDITIONS HEREOF OR THEREOF, WILL NOT CONFLICT WITH, OR RESULT IN
A BREACH OR VIOLATION OF THE TERMS OR CONDITIONS OF, OR CONSTITUTE A DEFAULT
UNDER, OR RESULT IN THE CREATION OF ANY LIEN ON ANY OF THE ASSETS OF FSI OR ANY
FSI PURCHASING AFFILIATE PURSUANT TO, (I) THE ARTICLES OF INCORPORATION, BY-LAWS
OR SHAREHOLDER RESOLUTIONS OF FSI OR THE ARTICLES OF ASSOCIATION, OTHER
ORGANIZATIONAL DOCUMENTS OR SHAREHOLDER RESOLUTIONS OF ANY FSI PURCHASING
AFFILIATE, (II) ANY AWARD OF ANY ARBITRATOR