THE
SUBSIDIARY HAVE DELAYED OR POSTPONED THE PAYMENT OF ACCOUNTS PAYABLE OR OTHER
LIABILITIES EITHER INVOLVING MORE THAN [****]
(INDIVIDUALLY) OR OUTSIDE THE
ORDINARY COURSE OF BUSINESS;
(D)
WITH RESPECT TO THE BUSINESS, NEITHER THE COMPANY, NOR THE
SUBSIDIARY HAVE CANCELED, COMPROMISED, WAIVED, OR RELEASED ANY ACTION (OR SERIES
OF RELATED ACTIONS) EITHER INVOLVING MORE THAN [****]
OR OUTSIDE THE ORDINARY
COURSE OF BUSINESS;
(E)
EXCEPT AS OTHERWISE PROVIDED ON SCHEDULE 3.6(E), NEITHER THE
COMPANY NOR THE SUBSIDIARY HAS COMMITTED TO MAKE ANY CAPITAL EXPENDITURE NOT
PAID FOR OR ACCRUED PRIOR TO THE CLOSING DATE, EXCEPT FOR COMMITMENTS FOR
CAPITAL EXPENDITURES NOT EXCEEDING [****]
IN THE AGGREGATE MADE IN THE ORDINARY
COURSE OF BUSINESS;
(F)
EXCEPT AS OTHERWISE PROVIDED ON SCHEDULE 3.6(F), NEITHER THE
COMPANY NOR THE SUBSIDIARY HAS ENTERED INTO ANY SEVERANCE AGREEMENTS, RETENTION
AGREEMENTS OR ANY OTHER LONG-TERM COMMITMENTS WITH ANY EMPLOYEE, OFFICER OR
CONSULTANT;
(G)
NEITHER THE COMPANY NOR THE SUBSIDIARY HAS MATERIALLY
DEFAULTED UNDER ANY SCHEDULED CONTRACT;
(H)
EXCEPT AS PROVIDED ON SCHEDULE 3.6(H), NEITHER THE COMPANY,
NOR THE SUBSIDIARY HAS MADE ANY CHANGE IN ITS ACCOUNTING METHODS, PRINCIPLES OR
PRACTICES; OR
(I)
NEITHER THE COMPANY NOR THE SUBSIDIARY HAS GRANTED OR
INCURRED ANY OBLIGATION FOR ANY INCREASE IN THE COMPENSATION OF ANY OF ITS
OFFICERS OR EMPLOYEES (INCLUDING, BUT NOT LIMITED TO, ANY INCREASE PURSUANT TO
ANY BONUS, PENSION, PROFIT-SHARING, RETIREMENT OR OTHER PLAN OR COMMITMENT),
EXCEPT FOR RAISES AND BONUSES TO ITS OFFICERS, MANAGERS OR EMPLOYEES IN THE
ORDINARY COURSE OF BUSINESS AND CONSISTENT WITH PAST PRACTICE.
3.7
TITLE TO ASSETS; SUFFICIENT ASSETS.
(A)
TITLE TO ASSETS.
EACH OF THE COMPANY AND THE SUBSIDIARY HAS
GOOD, TRANSFERABLE AND INDEFEASIBLE TITLE (FEE OR LEASEHOLD) TO ALL OF THE
PROPERTIES AND ASSETS WHICH IT PURPORTS TO OWN AND WHICH ARE INCLUDED IN THE
BUSINESS, FREE AND CLEAR OF ANY LIENS OTHER THAN PERMITTED LIENS (THE "COMPANY
ASSETS").
17
(B)
SUFFICIENT ASSETS.
THE COMPANY ASSETS CONSTITUTE ALL OF THE
PROPERTIES, ASSETS, RIGHTS, INTERESTS, AND CLAIMS USED IN CONNECTION WITH THE
BUSINESS AND WHICH ARE NECESSARY TO OPERATE THE BUSINESS AS CONDUCTED BY THE
COMPANY AND THE SUBSIDIARY AND IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL
APPLICABLE LAWS, CONTRACTS AND PERMITS AS OF THE CLOSING AND TO PERFORM ALL OF
THE LIABILITIES AND OBLIGATIONS OF THE BUSINESS AS THEY EXIST AT THE CLOSING.
EXCEPT AS SET FORTH ON SCHEDULE 3.7(B), ALL OF THE COMPANY ASSETS, ARE, FREE
FROM MATERIAL PATENT DEFECTS AND TO SHAREHOLDERS' KNOWLEDGE FREE FROM MATERIAL
LATENT DEFECTS, HAVE BEEN MAINTAINED IN ACCORDANCE WITH NORMAL INDUSTRY PRACTICE
(AND, WHERE APPLICABLE, GENERALLY ACCEPTED STANDARDS OF GOOD ENGINEERING
PRACTICE), AND ARE IN A CONDITION (SUBJECT TO NORMAL WEAR AND TEAR), THAT IS
SUITABLE FOR THE PURPOSES FOR WHICH THEY ARE PRESENTLY USED.
3.8
LITIGATION.
EXCEPT AS DISCLOSED ON SCHEDULE 3.8, THERE ARE NO
ACTIONS PENDING OR, TO THE SHAREHOLDERS' KNOWLEDGE, THREATENED AGAINST THE
COMPANY OR THE SUBSIDIARY.
EXCEPT AS DISCLOSED ON SCHEDULE 3.8, THERE ARE NO
JUDGMENTS OR OUTSTANDING ORDERS, INJUNCTIONS, WRITS, DECREES, STIPULATIONS OR
AWARDS