BUSINESS OR THAT ARE DISCLOSED ON SECTION 3(G) OF THE
DISCLOSURE SCHEDULE, (III)(A) CONTINGENT LIABILITIES NOT DISCLOSED ON THE
AUGUST 31, 2007 FINANCIAL STATEMENTS BUT, TO THE EXTENT MATERIAL AS OF
AUGUST 31, 2007, SET FORTH ON SECTION 3(Z) OF THE DISCLOSURE SCHEDULE,
(B) CERTAIN ENVIRONMENTAL MATTERS DISCLOSED ON
30
SECTION 3(S) OF THE DISCLOSURE SCHEDULE, (C) DIFFERENCES BETWEEN THE
LIABILITIES, ACCRUALS AND RESERVES ON THE AUGUST 31, 2007 BALANCE SHEET AND THE
LIABILITIES ACTUALLY INCURRED IN THE ORDINARY COURSE OF BUSINESS OR
(D) OBLIGATIONS ARISING FROM FULFILLING OR PAYING FOR PURCHASE ORDERS RELATING
TO THE TARGET BUSINESS OR (IV) AS OTHERWISE SET FORTH ON SECTION 3(Z) OF THE
DISCLOSURE SCHEDULE.
(AA)
DISCLOSURE OF EVALUATION MATERIAL.
EXCEPT AS SET FORTH ON SECTION 3(AA)
OF THE DISCLOSURE SCHEDULE, WITH RESPECT TO THE TARGET BUSINESS, SELLER HAS NOT
DISCLOSED ANY EVALUATION MATERIAL (I) SINCE DECEMBER 31, 2006, OUTSIDE THE
ORDINARY COURSE OF BUSINESS (OTHER THAN TO ANY PROSPECTIVE BUYER OF THE TARGET
BUSINESS) AND (II) SINCE JULY 26, 2007, TO ANY PROSPECTIVE BUYER OF THE TARGET
BUSINESS (OTHER THAN BUYER, ITS AFFILIATES OR ITS REPRESENTATIVES).
(BB)
NO FURTHER REPRESENTATION OR WARRANTY.
EXCEPT FOR THE REPRESENTATIONS AND
WARRANTIES CONTAINED IN THIS AGREEMENT AND THE TRANSACTION AGREEMENTS, NONE OF
SELLER PARENT, BLOUNT, ANY BLOUNT SUBSIDIARY OR ANY OF THEIR AFFILIATES MAKES
ANY REPRESENTATIONS OR WARRANTIES, AND SELLER PARENT, BLOUNT AND EACH BLOUNT
SUBSIDIARY HEREBY DISCLAIM ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE
BY SELLER PARENT, SELLER, ANY BLOUNT SUBSIDIARY OR ANY OF THEIR AFFILIATES, OR
ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES, WITH
RESPECT TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR ANY TRANSACTION
AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE TARGET
BUSINESS.
SECTION 4
BUYER'S REPRESENTATIONS AND WARRANTIES
Buyer represents and warrants to Seller that the statements contained in this
Section 4 are correct and complete as of the date hereof.
(A)
ORGANIZATION OF BUYER.
EACH OF BUYER PARENT, CFPI AND EACH
CATERPILLAR SUBSIDIARY HAS BEEN DULY ORGANIZED, IS VALIDLY EXISTING, AND IS IN
GOOD STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS INCORPORATION.
(B)
AUTHORIZATION OF TRANSACTION.
EACH OF BUYER PARENT, CFPI AND EACH
CATERPILLAR SUBSIDIARY HAS FULL POWER AND AUTHORITY TO EXECUTE AND DELIVER THIS
AGREEMENT AND EACH TRANSACTION AGREEMENT TO WHICH IT IS A PARTY AND TO PERFORM
ITS OBLIGATIONS HEREUNDER AND THEREUNDER.
EACH OF THIS AGREEMENT AND EACH
TRANSACTION AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY EACH OF BUYER
PARENT, CFPI AND EACH CATERPILLAR SUBSIDIARY WHICH IS A PARTY THERETO AND
CONSTITUTES THE VALID AND LEGALLY BINDING OBLIGATION OF EACH OF BUYER PARENT,
CFPI AND EACH SUCH CATERPILLAR SUBSIDIARY, ENFORCEABLE IN ACCORDANCE WITH ITS
TERMS AND CONDITIONS, EXCEPT AS SUCH ENFORCEMENT MAY BE LIMITED BY
(I) BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM AND OTHER LAWS OF GENERAL
APPLICATION AFFECTING THE RIGHTS AND REMEDIES OF CREDITORS AND (II) GENERAL
PRINCIPLES OF EQUITY (REGARDLESS OF WHETHER SUCH ENFORCEMENT IS CONSIDERED IN A
PROCEEDING IN EQUITY OR AT LAW).
THE EXECUTION, DELIVERY AND PERFORMANCE OF
THIS