ACCOUNTS.
RESERVES FOR
DOUBTFUL ACCOUNTS ARE REFLECTED ON THE FINANCIAL STATEMENTS IN
46
AMOUNTS THAT HAVE BEEN ESTABLISHED ON A BASIS CONSISTENT WITH THE PAST PRACTICES
OF SELLERS AND THE TARGET COMPANIES AND IN ACCORDANCE WITH GAAP.
NO PERSON HAS
ANY LIEN OTHER THAN PERMITTED LIENS OR LIENS THAT WILL BE RELEASED ON OR PRIOR
TO THE CLOSING (WHETHER PURSUANT TO THE SALE ORDER OR OTHERWISE) ON THE ACCOUNTS
RECEIVABLE.
(VI)
SELLERS HAVE GOOD AND MERCHANTABLE TITLE TO THE INVENTORY FREE AND
CLEAR OF ALL LIENS (OTHER THAN PERMITTED LIENS OR LIENS THAT WILL BE RELEASED ON
OR PRIOR TO THE CLOSING, WHETHER PURSUANT TO THE SALE ORDER OR OTHERWISE).
SELLERS ARE UNDER NO OBLIGATION OR LIABILITY WITH RESPECT TO ACCEPTING RETURNS
OF INVENTORY IN THE POSSESSION OF THEIR CUSTOMERS OTHER THAN IN THE ORDINARY
COURSE OF BUSINESS.
THE INVENTORY IS IN GOOD AND MERCHANTABLE CONDITION IN ALL
MATERIAL RESPECTS, IS SUITABLE AND USABLE IN ALL MATERIAL RESPECTS FOR THE
PURPOSES FOR WHICH IT IS INTENDED AND IS IN A CONDITION IN ALL MATERIAL RESPECTS
SUCH THAT IT CAN BE SOLD IN THE ORDINARY COURSE OF BUSINESS.
EXCEPT FOR
FLUCTUATIONS AND VARIATIONS IN INVENTORY DUE TO NORMAL BUSINESS FACTORS,
INCLUDING PRODUCTION SCHEDULES AND MARKET DEMAND (INCLUDING SEASONAL FACTORS
AFFECTING THE SAME), THE INVENTORY COMPRISES BROADLY THE SAME MIX OF TYPES AND
GRADES OF PRODUCTS AS ARE REQUIRED FOR THE TRADING REQUIREMENTS OF THE ACQUIRED
BUSINESS, AND THE INVENTORY HAS BEEN MAINTAINED AT LEVELS WHICH IN THE ORDINARY
COURSE OF BUSINESS HAVE BEEN APPROPRIATE TO MEET THE THEN CURRENT LEVEL OF SALES
IN THE ACQUIRED BUSINESS.
(g)
Contracts.
(I)
SECTION 3(G)(I) OF THE DISCLOSURE SCHEDULE SETS FORTH AS OF THE
DATE HEREOF AN ACCURATE AND COMPLETE LIST OF THE FOLLOWING CONTRACTS (EACH, A
"MATERIAL CONTRACT," AND COLLECTIVELY, THE "MATERIAL CONTRACTS") TO WHICH A
SELLER, A TARGET COMPANY OR TIWEST IS A PARTY WITH RESPECT TO THE ACQUIRED
BUSINESS OR THE TIWEST JOINT VENTURE:
(A)
ANY CONTRACT FOR THE LEASE OF PERSONAL PROPERTY TO OR FROM ANY
PERSON PROVIDING FOR LEASE PAYMENTS IN EXCESS OF $1,000,000 PER ANNUM;
(B)
ANY CONTRACT FOR THE PURCHASE OR SALE OF RAW MATERIALS,
COMMODITIES, SUPPLIES, PRODUCTS OR OTHER PERSONAL PROPERTY, THE PERFORMANCE OF
WHICH WILL EXTEND OVER A PERIOD OF MORE THAN SIX MONTHS AFTER THE CLOSING DATE
OR INVOLVES CONSIDERATION IN EXCESS OF $5,000,000 PER ANNUM;
(C)
ANY CONTRACT FOR SHIPPING OR OTHER TRANSPORTATION SERVICES
INVOLVING CONSIDERATION IN EXCESS OF $1,000,000 PER ANNUM;
(D)
ANY CONTRACT THAT IS A COLLECTIVE BARGAINING AGREEMENT;
(E)
ANY CONTRACT RELATING TO INTELLECTUAL PROPERTY THAT: (1) INVOLVES
CONSIDERATION AS OF THE CLOSING DATE IN EXCESS OF $250,000; (2) INCLUDES A
LICENSE INVOLVING ACQUIRED INTELLECTUAL PROPERTY GRANTED BY SELLERS OR THE
TARGET COMPANIES TO ANY THIRD PARTY (OTHER THAN THE IMPLIED LICENSE IN THE SALE
OF THE PRODUCTS TO THIRD-PARTY CUSTOMERS); (3) INCLUDES THE PAYMENT OF A ROYALTY
OR FEE BY ANY SELLER TO ANY THIRD PARTY FOR OWNERSHIP, THE USE OF, OR RIGHT TO
USE THE ACQUIRED INTELLECTUAL PROPERTY