APPLIED CONSISTENT WITH THE REFERENCE BALANCE SHEET.
(E)
EXCEPT AS SET FORTH ON SCHEDULE 3.8(E) OF THE DISCLOSURE SCHEDULES, SELLER
GROUP HAS, AND AT THE CLOSING SELLER GROUP WILL DELIVER TO BUYER, GOOD AND VALID
TITLE TO THE ASSETS (OTHER THAN SUCH REAL PROPERTY SUBJECT TO LEASES, WHICH IS
ADDRESSED IN SUBSECTION (B)), FREE AND CLEAR OF ALL LIENS EXCEPT FOR PERMITTED
ENCUMBRANCES.
SECTION 3.9
SUBSIDIARIES
Set forth on Schedule 3.9 of the Disclosure Schedules is an organizational chart
and a complete and accurate list of all of the subsidiaries of Seller that hold
any of the Assets, specifying opposite each such subsidiary (i) the jurisdiction
in which such entity is incorporated or organized, (ii) the jurisdictions in
which such entity is required to be registered for the Business to be conducted
as conducted immediately prior to the Closing, (iii) a description of the Assets
held or the operations related to the Business conducted by such entity and
(iv) the number of Eligible Employees employed by such subsidiary.
Except as
set forth on Schedule 3.9, no subsidiary of Seller holds any right in an asset
or property, tangible or intangible, related to the Business or conducts any
operations related to the Business.
SECTION 3.10 LITIGATION; PRODUCT LIABILITY
(A)
EXCEPT AS SET FORTH ON SCHEDULE 3.10(A) OF THE DISCLOSURE SCHEDULES, THERE
ARE NO CLAIMS, ACTIONS, SUITS, ADMINISTRATIVE, ARBITRATION OR OTHER INQUIRIES,
INVESTIGATIONS OR PROCEEDINGS (COLLECTIVELY, "CASES") PENDING, OR, TO THE
KNOWLEDGE OF SELLER, THREATENED, AGAINST ANY MEMBER OF THE SELLER GROUP OR ANY
OF ITS PROPERTIES, ASSETS AND BUSINESS OPERATIONS, AS OF THE DATE HEREOF, BY OR
BEFORE ANY COURT, GOVERNMENTAL OR REGULATORY AUTHORITY OR BY ANY THIRD PARTY, IN
EACH CASE RELATED TO THE BUSINESS.
NO MEMBER OF THE SELLER GROUP IS SUBJECT TO
ANY JUDGMENTS, ORDERS OR DECREES ENTERED IN ANY LAWSUITS OR PROCEEDINGS RELATED
TO THE BUSINESS.
18
(B)
EXCEPT AS SET FORTH ON SCHEDULE 3.10(B) OF THE DISCLOSURE SCHEDULES, AS OF
THE DATE HEREOF, THERE ARE NO PENDING, OR, TO THE KNOWLEDGE OF SELLER,
THREATENED CIVIL, CRIMINAL OR ADMINISTRATIVE ACTIONS, SUITS, DEMANDS, CLAIMS,
NOTICES OF VIOLATION, INVESTIGATIONS, PROCEEDINGS OR DEMAND LETTERS AGAINST ANY
MEMBER OF THE SELLER GROUP RELATING TO ANY ALLEGED HAZARD OR ALLEGED DEFECT IN
DESIGN, MANUFACTURE, MATERIALS OR WORKMANSHIP, INCLUDING ANY FAILURE TO WARN OR
ALLEGED BREACH OF EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION, RELATING TO ANY
PRODUCT MANUFACTURED, DISTRIBUTED OR SOLD BY OR ON BEHALF OF ANY MEMBER OF THE
SELLER GROUP WITH RESPECT TO THE BUSINESS.
SELLER HAS PROVIDED BUYER WITH TRUE
AND COMPLETE COPIES OF (OR FORMS OF) ALL WRITTEN WARRANTIES, INDEMNIFICATIONS OR
GUARANTEES WITH RESPECT TO PRODUCTS THAT SELLER GROUP HAS EXTENDED TO ANY OF ITS
CUSTOMERS.
SECTION 3.11 COMPLIANCE WITH APPLICABLE LAW
(A)
EXCEPT AS SET FORTH ON SCHEDULE 3.11(A) OF THE DISCLOSURE SCHEDULES, EACH
MEMBER OF THE SELLER GROUP HAS CONDUCTED AND CONDUCTS THE BUSINESS IN COMPLIANCE
IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE LAWS, ORDERS, ORDINANCES, RULES AND
REGULATIONS OF ANY FEDERAL, STATE, LOCAL OR FOREIGN