DATE OF THE INTERIM FINANCIAL STATEMENTS, AT
THE LOWER OF COST OR MARKET VALUE IN ACCORDANCE WITH GAAP;
(II)
NONE OF SUCH INVENTORIES HAVE BEEN WRITTEN
UP IN VALUE OR REPURCHASED BY, OR RETURNED TO, THE COMPANY AT AN INCREASED
VALUE;
(III)
ALL SUCH INVENTORIES ARE OWNED BY THE COMPANY
FREE AND CLEAR OF ALL LIENS, OTHER THAN PERMITTED LIENS AND EXCEPT TO THE EXTENT
OTHERWISE RESERVED AGAINST OR REFLECTED IN THE INTERIM COMPANY FINANCIAL
STATEMENTS; AND
(IV)
TO THE KNOWLEDGE OF THE COMPANY, THERE ARE NO
MATERIAL ADVERSE CONDITIONS THAT AFFECT THE SUPPLY OF MATERIALS AVAILABLE TO THE
COMPANY, AND TO THE KNOWLEDGE OF SELLER AND THE COMPANY, THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY WILL NOT ADVERSELY AFFECT ANY SUCH SUPPLY.
(B)
SCHEDULE 2.25(B) LISTS A TRUE, COMPLETE AND
ACCURATE INVENTORY OF ALL INOVONICS TRANSMITTER SYSTEMS OWNED BY THE COMPANY AND
DESIGNED FOR USE TO REPLACE MTI TRANSMITTER SYSTEMS LISTED ON
SCHEDULE 2.20(C) (THE "REPLACEMENT TRANSMITTERS").
SECTION 2.26
NO UNDISCLOSED LIABILITIES.
EXCEPT
(A) AS AND TO THE EXTENT OF THE AMOUNTS SPECIFICALLY REFLECTED OR ACCRUED FOR IN
THE BALANCE SHEET DATED AS OF MARCH 31, 2005 INCLUDED IN THE INTERIM COMPANY
FINANCIAL STATEMENTS, (B) FOR CURRENT LIABILITIES AND OBLIGATIONS INCURRED IN
THE ORDINARY COURSE OF BUSINESS SINCE SUCH BALANCE SHEET DATE, (C) AS TO THE
SPECIFIC MATTERS DISCLOSED IN OR ARISING OUT OF MATTERS SET FORTH ON
SCHEDULE 2.26 AND THE OTHER SELLER SCHEDULES OR WHICH ARE THE SUBJECT OF OTHER
REPRESENTATIONS AND WARRANTIES IN THIS ARTICLE II AND (D) LIABILITIES OR
OBLIGATIONS WHICH DO NOT HAVE A MATERIAL ADVERSE EFFECT ON THE COMPANY, TO THE
KNOWLEDGE OF SELLER, THE COMPANY DOES NOT HAVE ANY LIABILITIES OR OBLIGATIONS OF
ANY NATURE (WHETHER MATURED, ABSOLUTE, ACCRUED, CONTINGENT, CONDITIONAL OR
OTHERWISE, AND WHETHER DUE OR TO BECOME DUE), AND TO THE SELLER'S KNOWLEDGE,
THERE IS NO BASIS FOR THE ASSERTION OR RECOVERY AGAINST THE COMPANY OF ANY
LIABILITY OR OBLIGATION NOT EXCEPTED BY THE PRECEDING CLAUSES (A) THROUGH (D) OF
THIS SECTION 2.26.
SECTION 2.27
EMPLOYEE BENEFIT PLANS; ERISA.
(A)
SET FORTH ON SCHEDULE 2.27(A), IS A COMPLETE AND
ACCURATE LIST OF ALL EMPLOYEE BENEFIT PLANS UNDER WHICH ANY OF THE COMPANY'S
EMPLOYEES, OR ANY DEPENDENTS THEREOF, PARTICIPATES OR BENEFITS OR ARE ELIGIBLE
TO PARTICIPATE OR BENEFIT.
(B)
AS USED IN THIS AGREEMENT, THE TERM "EMPLOYEE
BENEFIT PLANS" MEANS:
(I) ANY "EMPLOYEE BENEFIT PLAN" OR "PLAN" WITHIN THE
MEANING OF SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED ("ERISA"); AND (II) ALL PLANS OR POLICIES PROVIDING FOR "FRINGE
BENEFITS" (INCLUDING VACATION, PAID HOLIDAYS, PERSONAL LEAVE, EMPLOYEE
DISCOUNTS, EDUCATIONAL BENEFITS OR SIMILAR PROGRAMS), AND EACH OTHER BONUS,
INCENTIVE COMPENSATION, DEFERRED COMPENSATION, PROFIT SHARING, STOCK, SEVERANCE,
RETIREMENT, HEALTH, LIFE,
22
DISABILITY, GROUP INSURANCE, EMPLOYMENT, STOCK OPTION, STOCK PURCHASE, STOCK
APPRECIATION RIGHT, PERFORMANCE SHARE, SUPPLEMENTAL UNEMPLOYMENT, LAYOFF,
CONSULTING, OR ANY OTHER SIMILAR PLAN, AGREEMENT, POLICY OR UNDERSTANDING
(WHETHER WRITTEN OR ORAL, QUALIFIED OR NONQUALIFIED, CURRENTLY EFFECTIVE OR
TERMINATED), AND ANY TRUST, ESCROW OR OTHER AGREEMENT RELATED THERETO,