INCLUDING THE SALE THEREOF HAS BEEN, IN
13
COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE FEDERAL, STATE, LOCAL
AND FOREIGN LAWS AND REGULATIONS AND (B) IS, AND AT ALL RELEVANT TIMES HAS BEEN,
FIT FOR THE ORDINARY PURPOSES FOR WHICH IT IS INTENDED TO BE USED AND CONFORMS
IN ALL MATERIAL RESPECTS TO ANY PROMISES OR AFFIRMATIONS OF FACT MADE IN ALL
REGULATORY FILINGS PERTAINING THERETO AND MADE ON THE CONTAINER OR LABEL FOR
SUCH PRODUCT OR IN CONNECTION WITH ITS SALE.
THERE IS NO DESIGN OR
MANUFACTURING DEFECT WITH RESPECT TO ANY OF SUCH PRODUCTS.
EXCEPT AS SET FORTH
ON THE DISCLOSURE SCHEDULE, SELLER HAS NOT RECEIVED WRITTEN NOTICE OF ANY
PRODUCT WARRANTY CLAIMS IN EXCESS OF $1,000 IN 2004 OR IN 2005 PRIOR TO THE
CLOSING DATE.
3.27
NOTES AND ACCOUNTS RECEIVABLE.
ALL NOTES AND ACCOUNTS RECEIVABLE
OF SELLER ARE REFLECTED PROPERLY ON ITS BOOKS AND RECORDS.
SELLER DID NOT
CHANGE ITS COLLECTION PRACTICES IN CONTEMPLATION OF THE CLOSING.
THE ACCOUNTS
RECEIVABLE INCLUDED IN THE ASSETS (THE "ACCOUNTS RECEIVABLE") ARE VALID
RECEIVABLES SUBJECT (TO SELLER'S KNOWLEDGE) TO NO SETOFF OR COUNTERCLAIMS.
THE
ACCOUNTS RECEIVABLE ARE CURRENT AND COLLECTIBLE PURSUANT TO THE PAST CUSTOM AND
PRACTICE OF SELLER IN ACCORDANCE WITH THEIR TERMS AT THEIR RECORDED AMOUNTS,
SUBJECT ONLY TO THE RESERVE FOR BAD DEBTS SET FORTH ON THE BALANCE SHEET AS
ADJUSTED FOR THE PASSAGE OF TIME THROUGH THE CLOSING DATE IN ACCORDANCE WITH THE
PAST CUSTOM AND PRACTICE OF SELLER.
3.28
PAYMENTS.
NEITHER SELLER, NOR ANY OF ITS OFFICERS, DIRECTORS,
EMPLOYEES OR, TO THE KNOWLEDGE OF SELLER, AGENTS, HAS, DIRECTLY OR INDIRECTLY,
WITHIN THREE YEARS PRIOR TO THE DATE HEREOF, GIVEN OR MADE OR AGREED TO GIVE OR
MAKE ANY MATERIAL POLITICAL CONTRIBUTION OR ANY MATERIAL QUESTIONABLE, IMPROPER
OR ILLEGAL COMMISSION, PAYMENT, GRATUITY, GIFT, OR SIMILAR BENEFIT TO ANY
CUSTOMER, SUPPLIER, GOVERNMENTAL EMPLOYEE OR OTHER PERSON (FOREIGN OR DOMESTIC)
WHO IS OR MAY BE IN A POSITION TO HELP OR HINDER THE BUSINESS (OR ASSIST SELLER
IN CONNECTION WITH ANY ACTUAL OR PROPOSED TRANSACTION).
SELLER, HAS NOT
PARTICIPATED, DURING SUCH PERIOD, DIRECTLY OR INDIRECTLY, IN ANY BOYCOTTS OR
SIMILAR PRACTICES IN CONNECTION WITH THE ASSETS.
3.29
CUSTOMERS AND SUPPLIERS.
THE DISCLOSURE SCHEDULE HERETO CONTAINS A
LIST OF SELLER'S TEN LARGEST CUSTOMERS AND SUPPLIERS (MEASURED BY DOLLAR VOLUME
IN EACH CASE) DURING THE CALENDAR YEAR 2004 AND DURING THE FIRST TWO MONTHS OF
2005, SHOWING WITH RESPECT TO EACH, THE NAME AND ADDRESS, DOLLAR VOLUME AND
NATURE OF THE RELATIONSHIP (INCLUDING THE PRINCIPAL CATEGORIES OF PRODUCTS
BOUGHT OR SOLD).
SELLER IS NOT REQUIRED TO PROVIDE ANY BONDING OR OTHER
FINANCIAL SECURITY ARRANGEMENTS IN CONNECTION WITH ANY OF THE TRANSACTIONS WITH
ANY OF ITS CUSTOMERS OR SUPPLIERS IN THE ORDINARY COURSE OF THE BUSINESS.
SELLER HAS NOT RECEIVED ANY DIRECT COMMUNICATION (WHETHER ORAL OR WRITTEN) OF
ANY INTENTION OF ANY CUSTOMER IDENTIFIED ON THE DISCLOSURE SCHEDULE TO
DISCONTINUE ITS RELATIONSHIP AS A CUSTOMER OF, OR MATERIALLY REDUCE ITS
PURCHASES FROM SELLER (OR, POST-CLOSING, FROM BUYER).
3.30
NO