AND DATA STRUCTURES, INSTRUCTIONS AND PROCEDURAL,
OBJECT-ORIENTED AND OTHER CODE, WHICH MAY BE PRINTED OUT OR DISPLAYED IN HUMAN
READABLE FORM, "SOURCE CODE."
NO EVENT HAS OCCURRED, AND NO CIRCUMSTANCE OR
CONDITION EXISTS, THAT (WITH OR WITHOUT NOTICE OR LAPSE OF TIME, OR BOTH) WILL,
OR WOULD REASONABLY BE EXPECTED TO, RESULT IN THE DISCLOSURE OR DELIVERY BY THE
COMPANY, ANY OF ITS SUBSIDIARIES OR ANY PERSON ACTING ON THEIR BEHALF TO ANY
PERSON OF ANY SOURCE CODE THAT IS COMPANY INTELLECTUAL PROPERTY.
(P)
THE COMPANY'S INVERTER TECHNOLOGY AND RELATED PATENTS WAS NOT
DEVELOPED PURSUANT TO ANY GOVERNMENT CONTRACT OR ANY GRANT OR SUBSIDY WITH ANY
GOVERNMENTAL AUTHORITY.
3.20
TRADE RELATIONS.
EXCEPT AS SET FORTH ON SECTION 3.20 OF THE
COMPANY DISCLOSURE SCHEDULE, SINCE DECEMBER 31, 2006, NO CUSTOMER OR SUPPLIER OR
GROUP OF CUSTOMERS OR SUPPLIERS WHOSE PURCHASES OR INVENTORIES PROVIDED TO THE
COMPANY'S OR ANY SUBSIDIARY'S BUSINESS ARE INDIVIDUALLY OR IN THE AGGREGATE
MATERIAL TO THE CONDITION OF THE COMPANY OR ANY SUBSIDIARY HAS (I) TERMINATED,
CANCELLED OR LIMITED, (II) MADE ANY ADVERSE MODIFICATION OR CHANGE TO OR (III)
TO THE KNOWLEDGE OF THE COMPANY, THREATENED TERMINATION, CANCELLATION OR
LIMITATION OF, THE BUSINESS RELATIONSHIP OF THE COMPANY, OR THE BUSINESS OF THE
COMPANY OR ANY SUBSIDIARY.
SECTION 3.20 OF THE COMPANY DISCLOSURE SCHEDULE SETS
FORTH A COMPLETE AND ACCURATE LIST OF THE COMPANY'S SALES ORDERS WHICH HAVE NOT
YET BEEN PROCESSED, OR BACKLOG.
3.21
INSURANCE.
THE COMPANY AND EACH SUBSIDIARY MAINTAINS AND WILL
CONTINUE TO MAINTAIN INSURANCE OF THE TYPES AND IN THE AMOUNTS THAT THE COMPANY
REASONABLY BELIEVES ARE ADEQUATE FOR ITS BUSINESS, INCLUDING, BUT NOT LIMITED
TO, DIRECTORS AND OFFICERS INSURANCE ("D&O POLICIES") AND INSURANCE COVERING ALL
REAL AND PERSONAL PROPERTY OWNED OR LEASED BY THE COMPANY OR ANY SUBSIDIARY
AGAINST THEFT, DAMAGE, DESTRUCTION, ACTS OF VANDALISM AND ALL OTHER RISKS
CUSTOMARILY INSURED AGAINST IN THE INDUSTRY, ALL OF WHICH INSURANCE IS IN FULL
FORCE AND EFFECT.
SECTION 3.21 OF THE COMPANY DISCLOSURE SCHEDULE SETS FORTH A
DESCRIPTION AND THE AMOUNTS OF THE COMPANY'S D&O POLICIES.
3.22
ENVIRONMENTAL MATTERS.
THE COMPANY AND EACH SUBSIDIARY IS AND HAS
CONDUCTED ITS HAZARDOUS MATERIALS ACTIVITIES IN COMPLIANCE WITH ALL APPLICABLE
ENVIRONMENTAL LAWS.
EXCEPT AS SET FORTH ON SECTION 3.22 OF THE COMPANY
DISCLOSURE SCHEDULE, THERE IS NO CIVIL, CRIMINAL OR ADMINISTRATIVE JUDGMENT,
ACTION, SUIT, DEMAND, CLAIM, HEARING, NOTICE OF VIOLATION, INVESTIGATION,
28
PROCEEDING, NOTICE OR DEMAND LETTER PENDING OR, TO THE KNOWLEDGE OF THE COMPANY
OR ANY SUBSIDIARY, THREATENED AGAINST THE COMPANY OR ANY SUBSIDIARY PURSUANT TO
ENVIRONMENTAL LAWS AND THERE ARE NO PAST OR PRESENT EVENTS, CONDITIONS,
CIRCUMSTANCES, ACTIVITIES, PRACTICES, INCIDENTS, AGREEMENTS, ACTIONS OR PLANS
WHICH COULD REASONABLY BE EXPECTED TO PREVENT COMPLIANCE WITH, OR WHICH HAVE
GIVEN RISE TO OR WILL GIVE RISE TO LIABILITY UNDER, ENVIRONMENTAL LAWS.
AS OF
EACH CLOSING, EXCEPT IN COMPLIANCE WITH ENVIRONMENTAL LAWS AND IN A MANNER THAT
COULD NOT REASONABLY BE EXPECTED TO SUBJECT THE COMPANY OR ANY OF ITS
SUBSIDIARIES TO LIABILITY, NO HAZARDOUS MATERIALS ARE PRESENT ON ANY