Section 2.17 of the Disclosure Schedule that such
supplier has refused or plans to refuse to sell to Seller on terms and
conditions substantially similar to those used in its sales to Seller in 2006,
subject to general and customary price increases.
2.18
BROKERS AND FINDERS.
SELLER HAS NOT, DIRECTLY OR INDIRECTLY,
EMPLOYED, AND IS NOT AWARE THAT ANY OF ITS AFFILIATES HAS EMPLOYED, ANY
INVESTMENT BANKER, BROKER, FINDER OR INTERMEDIARY IN CONNECTION WITH THE
TRANSACTIONS WHICH WOULD BE ENTITLED TO ANY INVESTMENT BANKING, BROKERAGE,
FINDER'S, FINANCIAL ADVISORY OR SIMILAR FEE OR COMMISSION IN CONNECTION WITH
THIS AGREEMENT OR THE TRANSACTIONS.
2.19
TITLE TO PERSONAL PROPERTY.
AS OF THE CLOSING, SELLER WILL HAVE
GOOD TITLE TO, OR A VALID INTEREST IN, ALL MATERIAL TANGIBLE PERSONAL PROPERTY
USED IN THE CONDUCT OF THE BUSINESS, FREE AND CLEAR OF ALL LIENS (OTHER THAN
PERMITTED LIENS.)
2.20
CAPITAL EQUIPMENT.
EXCEPT WHERE THE CONTRARY WOULD NOT BE
REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT, SELLER'S CAPITAL EQUIPMENT
IS IN ALL MATERIAL RESPECTS (I) IN GOOD OPERATING CONDITION AND REPAIR (ORDINARY
WEAR AND TEAR EXCEPTED), (II) PERFORMING SATISFACTORILY, (III) AVAILABLE FOR
IMMEDIATE USE IN THE CONDUCT OF SELLER'S BUSINESS AND (IV) ADEQUATE AND
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NECESSARY FOR SELLER TO CONDUCT ITS BUSINESS.
SELLER HAS GOOD AND MARKETABLE
TITLE TO ALL SUCH CAPITAL EQUIPMENT, FREE AND CLEAR OF ALL SECURITY INTERESTS,
MORTGAGES, LIENS, PLEDGES, CHARGES, VALID CLAIMS OR ENCUMBRANCES OF ANY KIND OR
CHARACTER, EXCEPT PERMITTED LIENS.
2.21
DISCLOSURE.
EACH REPORT INCLUDED ALL INFORMATION REQUIRED BY LAW
TO BE INCLUDED THEREIN.
AS OF THEIR RESPECTIVE DATES, THE REPORTS DID NOT
CONTAIN ANY INFORMATION THAT WAS MATERIALLY FALSE, NOR DID ANY SUCH REPORT OMIT
ANY INFORMATION NECESSARY TO MAKE STATEMENTS IN THE REPORTS, IN THE CONTEXT IN
WHICH SUCH STATEMENTS WERE MADE, NOT MISLEADING.
NEITHER THIS AGREEMENT NOR ANY
OF THE SCHEDULES, ATTACHMENTS, WRITTEN STATEMENTS, DOCUMENTS, CERTIFICATES OR
OTHER ITEMS PREPARED OR SUPPLIED TO PURCHASER BY OR ON BEHALF OF SELLER PURSUANT
TO THIS AGREEMENT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT A
MATERIAL FACT NECESSARY TO MAKE EACH STATEMENT CONTAINED HEREIN OR THEREIN, IN
LIGHT OF THE CIRCUMSTANCES IN WHICH THEY WERE MADE, NOT MISLEADING.
2.22
LICENSES.
SECTION 2.22 OF THE DISCLOSURE SCHEDULE CONTAINS A TRUE
AND COMPLETE LIST OF ALL MATERIAL LICENSES USED OR HELD FOR USE IN THE BUSINESS
(AND ALL PENDING APPLICATIONS FOR ANY SUCH LICENSES), SETTING FORTH THE GRANTOR,
THE GRANTEE, THE FUNCTION AND THE EXPIRATION AND RENEWAL DATE OF EACH.
PRIOR TO
THE EXECUTION OF THIS AGREEMENT, SELLER HAS DELIVERED TO PURCHASER TRUE AND
COMPLETE COPIES OF ALL SUCH LICENSES.
(i)
Seller owns or validly holds in its name all Licenses that are
material, individually or in the aggregate, to its business;
(ii)
each License is valid, binding and in full force and effect;
(iii)
Seller has not received any notice of default (or with the giving
of notice or lapse of time or both, would be in default) under any License; and
(iv)
the execution, delivery