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 FSI OR ANY
FSI PURCHASING AFFILIATE OR THE ASSETS OF FSI OR ANY PURCHASING AFFILIATE IS
SUBJECT.
(C)
CORPORATE AUTHORITY.
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, AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY,
HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION.
THIS AGREEMENT,
THE ISRAEL DISTRIBUTION AGREEMENT, THE NOTE AND THE SECURITY AGREEMENT, AND ALL
OTHER AGREEMENTS, DOCUMENTS AND INSTRUMENTS REQUIRED HEREBY TO BE EXECUTED AND
DELIVERED BY FSI ARE, OR WHEN DELIVERED WILL BE, LEGAL, VALID AND BINDING
OBLIGATIONS OF FSI, ENFORCEABLE IN ACCORDANCE WITH THEIR RESPECTIVE TERMS,
SUBJECT IN EACH CASE TO (I) LAWS OF GENERAL APPLICATION RELATING TO BANKRUPTCY,
INSOLVENCY AND THE RELIEF OF DEBTORS AND (II) GENERAL PRINCIPLES OF EQUITY.
(D)
ACTIONS, SUITS, PROCEEDINGS.
THERE ARE NO REQUESTS, NOTICES,
INVESTIGATIONS, CLAIMS, DEMANDS, ACTIONS, SUITS OR OTHER LEGAL OR ADMINISTRATIVE
PROCEEDINGS PENDING OR, TO THE KNOWLEDGE OF FSI, THREATENED AGAINST FSI OR ANY
FSI PURCHASING AFFILIATE OR ANY OF THEIR RESPECTIVE PROPERTIES IN ANY COURT OR
ARBITRATION TRIBUNAL OR BEFORE ANY FEDERAL, LOCAL OR OTHER GOVERNMENTAL AGENCY
WHICH (I) SEEK TO RESTRAIN OR PROHIBIT THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT OR OBTAIN ANY DAMAGES IN CONNECTION THEREWITH, (II) IN ANY WAY CALL
INTO QUESTION THE VALIDITY OF THIS AGREEMENT, THE ISRAEL DISTRIBUTION AGREEMENT,
THE NOTE AND THE SECURITY AGREEMENT, OR ANY OTHER AGREEMENT, DOCUMENT OR
INSTRUMENT CONTEMPLATED HEREBY OR (III) COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT ON THE DISTRIBUTION BUSINESS OR ON THE ABILITY OF FSI OR
ANY FSI PURCHASING AFFILIATE TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.
(E)
GOVERNMENTAL AUTHORITIES, CONSENTS.
NEITHER FSI NOR ANY FSI
PURCHASING AFFILIATE IS REQUIRED TO SUBMIT ANY NOTICE, REPORT OR OTHER FILING
WITH OR TO ANY GOVERNMENTAL
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authority in connection with the execution or delivery by FSI of this Agreement
or the consummation of the transactions contemplated hereby and, no consent,
approval or authorization of any governmental or regulatory authority is
required to be obtained by FSI or any FSI Purchasing Affiliate in connection
with FSI's execution, delivery and performance of this Agreement.
(F)
OWNERSHIP OF METRON SHARES.
FSI IS THE OWNER OF THE METRON
SHARES, FREE AND CLEAR OF ALL LIENS.
9.3
Survival of Representations and Warranties.
Notwithstanding any
investigation made by or on behalf of any of the parties hereto or the results
of any such investigation and notwithstanding the participation of such party in
the Closing, the representations and warranties contained herein and in any
certificates or other document delivered or to be delivered pursuant to the
terms of this Agreement shall survive the Closing Date until August 31, 2003
(the "Termination Date"), at which time such representations and warranties
shall terminate and expire and shall cease to be