is in material breach or default.
4.17
NOTES AND ACCOUNTS RECEIVABLE.
ALL NOTES AND ACCOUNTS RECEIVABLE
OF TARGET ARE REFLECTED PROPERLY ON ITS BOOKS AND RECORDS, ARE VALID RECEIVABLES
WHICH, TO THE KNOWLEDGE OF ANY SELLER, ARE SUBJECT TO NO SETOFFS OR
COUNTERCLAIMS, AND ARE CURRENT AND COLLECTIBLE.
ALL ACCOUNTS RECEIVABLE OF
TARGET REPRESENT VALID OBLIGATIONS ARISING FROM SALES ACTUALLY MADE OR SERVICES
ACTUALLY PERFORMED.
4.18
POWERS OF ATTORNEY.
THERE ARE NO OUTSTANDING POWERS OF ATTORNEY
EXECUTED ON BEHALF OF TARGET.
4.19
INSURANCE.
SECTION 4.19 OF THE DISCLOSURE SCHEDULE SETS FORTH THE
FOLLOWING INFORMATION WITH RESPECT TO EACH INSURANCE POLICY (INCLUDING POLICIES
PROVIDING PROPERTY, CASUALTY, LIABILITY, AND WORKERS' COMPENSATION COVERAGE AND
BOND AND SURETY ARRANGEMENTS) TO WHICH TARGET HAS BEEN A PARTY, A NAMED INSURED,
OR OTHERWISE THE BENEFICIARY OF COVERAGE AT ANY TIME:
(A)
THE NAME, ADDRESS, AND TELEPHONE NUMBER OF THE AGENT;
(B)
THE NAME OF THE INSURER, THE NAME OF THE POLICYHOLDER, AND THE
NAME OF EACH COVERED INSURED; AND
(C)
THE POLICY NUMBER AND THE PERIOD OF COVERAGE.
With respect to each such insurance policy, to the Knowledge of any Seller, (A)
the policy is legal, valid, binding, enforceable, and in full force and effect;
(B) neither Target nor any other party to the policy is in material breach or
default (including with respect to the payment of premiums or the giving of
notices), and no event has occurred that, with notice or the lapse of time,
would constitute such a material breach or default, or permit termination,
modification, or acceleration, under the policy; and (C) no party to the policy
has repudiated any material provision thereof.
Section 4.19 of the Disclosure
Schedule describes any self-insurance arrangements affecting Target.
4.20
LITIGATION.
SECTION 4.20 OF THE DISCLOSURE SCHEDULE SETS FORTH
EACH INSTANCE IN WHICH TARGET (I) IS SUBJECT TO ANY OUTSTANDING INJUNCTION,
JUDGMENT, ORDER, DECREE, RULING, OR CHARGE KNOWN TO THE SELLERS OR (II) IS A
PARTY OR IS, TO THE KNOWLEDGE OF ANY SELLER, THREATENED TO BE MADE A PARTY TO
ANY ACTION, SUIT, PROCEEDING, HEARING, OR INVESTIGATION OF, IN, OR BEFORE ANY
COURT OR QUASI-JUDICIAL OR ADMINISTRATIVE AGENCY OF ANY FEDERAL, STATE, LOCAL,
OR FOREIGN JURISDICTION OR BEFORE ANY ARBITRATOR.
4.21
PRODUCT WARRANTY.
TO THE KNOWLEDGE OF ANY SELLER, EACH PRODUCT
MANUFACTURED, SOLD, LEASED, OR DELIVERED BY TARGET HAS BEEN IN CONFORMITY WITH
ALL APPLICABLE MATERIAL CONTRACTUAL COMMITMENTS AND ALL EXPRESS AND IMPLIED
WARRANTIES.
TARGET DOES NOT HAVE MATERIAL LIABILITY FOR REPLACEMENT OR REPAIR
THEREOF OR OTHER DAMAGES IN CONNECTION THEREWITH, SUBJECT ONLY TO THE RESERVE
FOR PRODUCT WARRANTY CLAIMS SET FORTH ON THE FACE OF THE MOST RECENT BALANCE
SHEET OR, WITH RESPECT TO PRODUCTS MANUFACTURED, SOLD, LEASED OR DELIVERED BY
TARGET
26
AFTER THE DATE OF THE MOST RECENT BALANCE SHEET, EXCEPT IN ACCORDANCE WITH THE
PAST CUSTOM AND PRACTICE OF TARGET.
SECTION 4.21 OF THE DISCLOSURE SCHEDULE
INCLUDES COPIES OF THE STANDARD TERMS AND CONDITIONS OF SALE FOR TARGET
(CONTAINING APPLICABLE GUARANTY, WARRANTY, AND INDEMNITY PROVISIONS).
NO
PRODUCT MANUFACTURED, SOLD, LEASED,