EITHER ALONE OR IN COMBINATION WITH ANY OTHER EVENT, RESULT IN (1) THE
PAYMENT TO ANY PERSON OF MONEY OR OTHER PROPERTY (INCLUDING SEVERANCE PAYMENTS,
BONUS OR OTHER COMPENSATION), (2) ACCELERATE THE TIME OF PAYMENT OR VESTING, OR
INCREASE THE AMOUNT OF COMPENSATION DUE ANY PERSON, OR (3) REQUIRE EITHER SELLER
TO PLACE IN TRUST OR OTHERWISE SET ASIDE ANY AMOUNTS IN RESPECT OF SEVERANCE PAY
OR ANY OTHER PAYMENT OR BENEFIT.
THERE ARE NO AGREEMENTS OR ARRANGEMENTS
PURSUANT TO WHICH THE SELLERS OR BUYER WOULD BE REQUIRED TO MAKE A "PARACHUTE
PAYMENT" (WITHIN THE MEANING OF SECTION 280G(B)(2) OF THE CODE) AS A RESULT OF
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (WHETHER
ALONE OR IN COMBINATION WITH A TERMINATION OF EMPLOYMENT OR OTHER EVENT).
4.13
Litigation; Orders.
(A)
EXCEPT AS SET FORTH ON SCHEDULE 4.13(A), THERE IS NO MATERIAL PROCEEDING
PENDING OR, TO EACH SELLER'S KNOWLEDGE, THREATENED, AGAINST EITHER OF THE
SELLERS OR RELATING TO ANY OF THE PURCHASED ASSETS.
(B)
EXCEPT AS SET FORTH ON SCHEDULE 4.13(B), (I) THERE IS NO ORDER TO WHICH
EITHER OF THE SELLERS OR ANY OF THE PURCHASED ASSETS IS SUBJECT, AND (II) EACH
SELLER IS IN COMPLIANCE WITH EACH ORDER TO WHICH IT OR ITS PROPERTIES OR ASSETS
ARE SUBJECT.
31
4.14
Compliance With Laws; Permits.
(A)
EXCEPT AS SET FORTH ON SCHEDULE 4.14, EACH SELLER IS IN FULL COMPLIANCE
WITH EACH LEGAL REQUIREMENT THAT IS APPLICABLE TO IT OR TO THE CONDUCT OR
OPERATION OF THE BUSINESSES OR THE OWNERSHIP OF THE PURCHASED ASSETS, EXCEPT FOR
SUCH NON-COMPLIANCE, INDIVIDUALLY OR IN THE AGGREGATE, AS WOULD NOT REASONABLY
BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
NEITHER SELLER HAS RECEIVED ANY
WRITTEN NOTICE OR OTHER COMMUNICATION (WHETHER ORAL OR WRITTEN) FROM ANY
GOVERNMENT AUTHORITY OR ANY OTHER PERSON REGARDING ANY ACTUAL, ALLEGED, POSSIBLE
OR POTENTIAL VIOLATION OF, OR FAILURE TO COMPLY WITH, ANY MATERIAL LEGAL
REQUIREMENT APPLICABLE TO THE BUSINESSES.
WITHOUT LIMITING THE GENERALITY OF
THE FOREGOING OR ANY OTHER REPRESENTATION AND WARRANTY SET FORTH IN THIS
AGREEMENT, GAM HAS PRODUCED AND DISTRIBUTED DURING THE LAST THREE (3) YEARS AND
IS PRODUCING AND DISTRIBUTING FOOD PRODUCTS THAT ARE IN COMPLIANCE WITH THE
FEDERAL FOOD, DRUG AND COSMETIC ACT, AND ALL OTHER APPLICABLE LAWS GOVERNING THE
PRODUCTION OF FOOD.
(B)
EACH SELLER POSSESSES ALL GOVERNMENT AUTHORIZATIONS NECESSARY FOR THE
OWNERSHIP OF ITS PROPERTIES AND THE CONDUCT OF THE BUSINESSES AS CURRENTLY
CONDUCTED, EXCEPT FOR SUCH EXCEPTIONS AS, INDIVIDUALLY OR IN THE AGGREGATE, HAVE
NOT HAD AND WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
FURTHER, (I) TO EACH SELLER'S KNOWLEDGE, ALL SUCH GOVERNMENT AUTHORIZATIONS ARE
IN FULL FORCE AND EFFECT AND (II) NEITHER SELLER HAS RECEIVED ANY WRITTEN NOTICE
OF ANY EVENT, INQUIRY, INVESTIGATION OR PROCEEDING THREATENING THE VALIDITY OF
SUCH GOVERNMENT AUTHORIZATIONS.
4.15
Operations of the Sellers.
Except as set forth on Schedule 4.15,
since December 31, 2006, through the date of this Agreement, there has not been
any change, event or condition of any