IN ANY BUSINESS
OR OTHER ACTIVITY AND NEVER HAD ANY ASSETS, LIABILILTIES OR OBLIGATIONS OF ANY
KIND.
THE COMPANY DOES NOT
HAVE AND THERE WILL NOT BE ANY LIABILITIES OR
OBLIGATIONS OF THE COMPANY WITH RESPECT OR RELATED TO THE ESTONIA SUB.
11
2.13.
INVENTORIES.
THE INVENTORY OF THE COMPANY AND THE
SUBSIDIARY CONSISTS OF
MATERIALS, MANUFACTURED AND PURCHASED PARTS AND FINISHED
GOODS SALEABLE OR USABLE IN THE ORDINARY COURSE OF BUSINESS WITHIN TWELVE (12)
MONTHS.
THE INVENTORY OF THE COMPANY AND EACH SUBSIDIARY IS AND AS OF THE
CLOSING WILL BE FIT AND SUFFICIENT FOR THE PURPOSES FOR WHICH IT WAS PROVIDED
AND WILL BE NORMAL AND REASONABLE IN KIND AND AMOUNT IN LIGHT OF THE NORMAL
NEEDS OF THE BUSINESS.
2.14.
WARRANTY CLAIMS.
EXCEPT AS SET FORTH IN
SCHEDULE 2.14, THERE ARE, AND SINCE JANUARY 1, 2004, THERE HAVE BEEN, NO CLAIMS
IN WRITING AGAINST THE COMPANY OR THE SUBSIDIARY ALLEGING ANY MATERIAL DEFECTS
IN THE COMPANY'S OR ANY SUBSIDIARY'S SERVICES OR PRODUCTS, OR ALLEGING ANY
MATERIAL FAILURE OF THE PRODUCTS OF THE COMPANY OR ANY SUBSIDIARY TO MEET
SPECIFICATIONS, OR ORAL NOTICE THEREOF UNDER CIRCUMSTANCES THAT, TO THE
KNOWLEDGE OF SELLER AND GOOD FAITH BELIEF OF THE SELLER, COULD HAVE A REASONABLE
LIKELIHOOD OF GIVING RISE TO SUCH A CLAIM.
2.15.
CUSTOMERS AND SUPPLIERS.
TO THE KNOWLEDGE OF THE
SELLER WITH RESPECT TO THE CUSTOMER CONTRACTS AND ARRANGEMENTS LISTED ON THE
MATERIAL CONTRACTS SCHEDULE 2.8, (A) ALL CUSTOMERS WILL CONTINUE PURCHASING,
WITHOUT SIGNIFICANT REDUCTIONS, PRODUCTS OR SERVICES FROM THE COMPANY OR THE
SUBSIDIARY, (B) ALL SIGNIFICANT SUPPLIERS MATERIAL TO THE COMPANY OR THE
SUBSIDIARY (DEFINED AS SUPPLIERS FROM WHICH THE COMPANY OR THE SUBSIDIARY
ORDERED MATERIALS, SUPPLIES, MERCHANDISE, SERVICES OR OTHER GOODS FOR THE
BUSINESS HAVING AN AGGREGATE PURCHASE PRICE OF SEK 1,000,000 OR MORE DURING THE
LAST TWELVE (12) MONTHS), WILL CONTINUE TO SELL TO THE COMPANY OR SUCH
SUBSIDIARY THE PRODUCTS AND SERVICES CURRENTLY SOLD BY EACH OF THEM TO THE
COMPANY OR THE SUBSIDIARY AND (C) ALL OTHER PARTIES THAT HAVE MATERIAL BUSINESS
RELATIONS WITH THE COMPANY AND THE SUBSIDIARY WILL CONTINUE SUCH RELATIONS.
TO
THE SELLER'S KNOWLEDGE, THE COMPANY'S AND THE SUBSIDIARY'S RELATIONSHIPS WITH
SUCH CUSTOMERS, SUPPLIERS AND OTHER PARTIES ARE GOOD COMMERCIAL WORKING
RELATIONSHIPS.
DURING THE PREVIOUS 18 MONTHS NO MATERIAL SUPPLIER OR CUSTOMER
REPRESENTING MORE THAN SEK 1,000,000 OF CONSOLIDATED ANNUALIZED REVENUES OR
EXPENSES, AS APPLICABLE, FOR THE COMPANY OR THE SUBSIDIARY HAS TERMINATED OR
THREATENED TO TERMINATE, ITS RELATIONSHIP WITH THE COMPANY OR THE SUBSIDIARY, OR
HAS DECREASED OR LIMITED MATERIALLY OR THREATENED TO DECREASE OR LIMIT
MATERIALLY THE SERVICES, SUPPLIES OR MATERIALS SUPPLIED TO OR PURCHASED FROM THE
COMPANY OR THE SUBSIDIARY.
2.16.
REQUIRED CONSENTS.
EXCEPT AS SPECIFIED ON
SCHEDULE 2.16, NO CONSENT, ORDER, AUTHORIZATION, APPROVAL, DECLARATION OR
FILING, INCLUDING, WITHOUT LIMITATION, ANY CONSENT, APPROVAL OR AUTHORIZATION OF
OR DECLARATION OR FILING WITH ANY GOVERNMENTAL OR NON-GOVERNMENTAL AUTHORITY OR
ANY PARTY TO A MATERIAL CONTRACT, IS REQUIRED ON THE PART OF THE COMPANY OR THE
SUBSIDIARY OR THE