COMPANY AND ITS SUBSIDIARIES.
3.26
CUSTOMERS AND SUPPLIERS.
SCHEDULE 3.26 SETS FORTH (I) A
LIST OF NAMES AND ADDRESSES OF THE TEN LARGEST CUSTOMERS AND THE TEN LARGEST
SUPPLIERS (MEASURED IN EACH CASE BY DOLLAR VOLUME OF PURCHASES OR SALES DURING
THE FISCAL YEAR ENDED MARCH 31, 2007) OF THE COMPANY AND ITS SUBSIDIARIES AND
THE DOLLAR AMOUNT OF PURCHASE OR SALES WHICH EACH SUCH CUSTOMER OR SUPPLIER
REPRESENTED DURING EACH OF THE FISCAL YEARS ENDED MARCH 31, 2006 AND 2005; AND
(II) COPIES OF THE FORMS OF PURCHASE ORDER FOR INVENTORY AND OTHER SUPPLIES AND
SALES CONTRACTS FOR FINISHED GOODS USED BY THE COMPANY AND ITS SUBSIDIARIES.
EXCEPT AS SET FORTH IN SCHEDULE 3.26, THERE EXISTS NO ACTUAL OR, TO THE
KNOWLEDGE OF THE SELLERS AND THE COMPANY, THREATENED TERMINATION, CANCELLATION
OR LIMITATION OF, OR ANY MODIFICATION OR CHANGE IN, THE BUSINESS RELATIONSHIP OF
THE COMPANY OR ANY OF ITS SUBSIDIARIES WITH ANY CUSTOMER OR GROUP OF CUSTOMERS
LISTED IN SCHEDULE 3.26, OR WHOSE PURCHASES INDIVIDUALLY OR IN THE AGGREGATE ARE
MATERIAL TO THE COMPANY AND ITS SUBSIDIARIES, TAKEN AS A WHOLE, OR THE OPERATION
OF THEIR BUSINESS, OR WITH ANY SUPPLIER OR GROUP OF SUPPLIERS LISTED IN SCHEDULE
3.26, OR WHOSE SALES INDIVIDUALLY OR IN THE AGGREGATE ARE MATERIAL TO THE
COMPANY AND ITS SUBSIDIARIES, TAKEN AS A WHOLE, OR THE OPERATION OF THEIR
BUSINESS.
EXCEPT AS SET FORTH IN SCHEDULE 3.26, ALL FOREIGN SUPPLIERS ARE
REGISTERED FACILITIES AS REQUIRED UNDER THE PUBLIC HEALTH SECURITY AND
BIOTERRORISM PREPAREDNESS AND RESPONSE ACT OF 2002.
ARTICLE IV
INDIVIDUAL REPRESENTATIONS AND WARRANTIES OF THE SELLERS
Each of the Sellers, severally and not jointly, and solely with respect to
itself, hereby represents and warrants to the Buyer as follows:
4.1
ORGANIZATION AND QUALIFICATION.
SUCH SELLER (IF A
CORPORATION OR OTHER ENTITY) IS DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD
STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS INCORPORATION (OR OTHER
FORMATION).
33
4.2
AUTHORIZATION.
SUCH SELLER HAS THE REQUISITE LEGAL CAPACITY,
POWER AND AUTHORITY (INCLUDING FULL CORPORATE POWER AND AUTHORITY) TO EXECUTE
AND DELIVER THIS AGREEMENT AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED
HEREBY.
THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY SUCH SELLER, THE
PERFORMANCE BY SUCH SELLER OF ITS OBLIGATIONS HEREUNDER, AND THE CONSUMMATION BY
SUCH SELLER OF THE TRANSACTIONS CONTEMPLATED HEREBY, HAVE BEEN DULY AUTHORIZED
BY SUCH SELLER.
NO OTHER ACTION (CORPORATE OR OTHERWISE) ON THE PART OF SUCH
SELLER IS NECESSARY TO AUTHORIZE THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY.
THIS AGREEMENT HAS
BEEN DULY AND VALIDLY EXECUTED AND DELIVERED BY SUCH SELLER AND CONSTITUTES A
VALID AND BINDING OBLIGATION OF SUCH SELLER, ENFORCEABLE AGAINST SUCH SELLER IN
ACCORDANCE WITH ITS TERMS, EXCEPT TO THE EXTENT THAT SUCH ENFORCEMENT MAY BE
SUBJECT TO APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR
OTHER SIMILAR LAWS NOW OR HEREAFTER IN EFFECT RELATING TO CREDITORS' RIGHTS
GENERALLY, AND THE REMEDY OF SPECIFIC PERFORMANCE AND INJUNCTIVE AND OTHER FORMS
OF EQUITABLE RELIEF MAY BE SUBJECT