SUSPENSION, REVOCATION, MODIFICATION OR CANCELLATION
OF ANY BUSINESS LEASED REAL PROPERTY PERMIT OR REQUIRING ANY REMEDIATION IN
CONNECTION WITH MAINTAINING ANY BUSINESS LEASED REAL PROPERTY PERMIT.
(F)
NO SUPPLIER, OUTSIDE MANUFACTURER OR
THIRD PARTY HAS ANY RIGHTS, TITLE OR INTEREST IN OR TO ANY MOLDS, DIES, TOOLING
OR SIMILAR PROPERTIES USED IN THE DIGITRAN BUSINESS, INCLUDING, BUT NOT LIMITED
TO, SUCH PROPERTIES WHICH MAY BE LOCATED WITH A SUPPLIER OR OUTSIDE
MANUFACTURER.
(G)
ALL OF THE PURCHASED ASSETS ARE SUFFICIENT
FOR THE OPERATION OF THE DIGITRAN BUSINESS AND ARE, SUBJECT TO NORMAL WEAR AND
TEAR AND DEPRECIATION, IN GOOD WORKING ORDER AND CONDITION EXCEPT AS SET FORTH
AT SECTION 3.6(G) OF THE DISCLOSURE SCHEDULE.
EXCEPT AS SET FORTH AT
SECTION 3.6(G) OF THE DISCLOSURE SCHEDULE, ALL OF THE PURCHASED ASSETS THAT ARE
TANGIBLE PERSONAL PROPERTY ARE LOCATED AT SELLER'S FACILITY.
(H)
EXCEPT AS SET FORTH AT SECTION 3.6(H) OF THE
DISCLOSURE SCHEDULE, THE PURCHASED ASSETS CONSTITUTE ALL ASSETS USED IN THE
CONDUCT OF THE DIGITRAN BUSINESS AS CURRENTLY CONDUCTED AND NECESSARY AND
SUFFICIENT FOR THE CONDUCT OF THE DIGITRAN BUSINESS.
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3.7
CONDITION AND SUFFICIENCY OF FACILITIES.
THE FACILITIES OF THE BUSINESS ARE IN GOOD OPERATING CONDITION AND REPAIR
(SUBJECT TO ORDINARY WEAR AND TEAR), AND ARE ADEQUATE FOR THE USES TO WHICH THEY
ARE BEING PUT.
THE FACILITIES OF THE BUSINESS ARE SUFFICIENT FOR THE CONTINUED
CONDUCT OF THE BUSINESS AFTER THE CLOSING IN SUBSTANTIALLY THE SAME MANNER AS
CONDUCTED PRIOR TO THE CLOSING.
3.8
ACCOUNTS RECEIVABLE.
ALL ACCOUNTS
RECEIVABLE OF THE BUSINESS THAT ARE REFLECTED ON THE ACCOUNTING RECORDS OF THE
BUSINESS AS OF THE CLOSING DATE (COLLECTIVELY, THE "ACCOUNTS RECEIVABLE")
REPRESENT OR WILL REPRESENT VALID OBLIGATIONS ARISING FROM SALES ACTUALLY MADE
OR SERVICES ACTUALLY PERFORMED IN THE ORDINARY COURSE OF BUSINESS.
UNLESS PAID
PRIOR TO THE CLOSING DATE, THE ACCOUNTS RECEIVABLE ARE OR WILL BE AS OF THE
CLOSING DATE CURRENT AND COLLECTIBLE, NET OF THE RESPECTIVE RESERVES SHOWN ON
THE ACCOUNTING RECORDS OF THE BUSINESS AS OF THE CLOSING DATE (WHICH RESERVES
ARE ADEQUATE AND CALCULATED CONSISTENT WITH PAST PRACTICE).
SUBJECT TO SUCH
RESERVES, EACH OF THE ACCOUNTS RECEIVABLE EITHER HAS BEEN OR WILL BE COLLECTED
IN FULL, WITHOUT ANY SETOFF, WITHIN TWO HUNDRED TEN (210) DAYS AFTER THE DAY ON
WHICH IT FIRST BECOMES DUE AND PAYABLE.
THERE IS NO CONTEST, CLAIM OR RIGHT OF
SETOFF, OTHER THAN RETURNS IN THE ORDINARY COURSE OF BUSINESS, UNDER ANY
CONTRACT WITH ANY OBLIGOR OF AN ACCOUNTS RECEIVABLE RELATING TO THE AMOUNT OR
VALIDITY OF SUCH ACCOUNTS RECEIVABLE.
SECTION 3.8 OF THE DISCLOSURE SCHEDULE
CONTAINS A COMPLETE AND ACCURATE LIST OF ALL ACCOUNTS RECEIVABLE AS OF THE DATE
OF THE INTERIM BUSINESS BALANCE SHEETS, WHICH LIST SETS FORTH THE AGING OF SUCH
ACCOUNTS RECEIVABLE.
3.9
INVENTORY.
ALL INVENTORY OF THE BUSINESS,
WHETHER OR NOT REFLECTED IN THE BUSINESS FINANCIAL STATEMENTS OR THE INTERIM
BUSINESS BALANCE SHEETS, CONSISTS OF A QUALITY AND QUANTITY USABLE AND SALABLE
IN THE ORDINARY COURSE OF BUSINESS, EXCEPT FOR OBSOLETE ITEMS AND ITEMS