and performance by Seller of this
Agreement, and the consummation of the transactions contemplated hereby and
thereby, will not (A) result in or give to any Person any right of termination,
cancellation, acceleration or modification in or with respect to, (B) result in
or give to any Person any additional rights or entitlement to increased,
additional, accelerated or guaranteed payments under, or (C) result in the
creation or imposition of any Lien upon Seller or any of its assets and
properties under any License.
2.23
INSURANCE.
SECTION 2.23 OF THE DISCLOSURE SCHEDULE CONTAINS A TRUE
AND COMPLETE LIST (INCLUDING THE NAMES AND ADDRESSES OF THE INSURERS, THE NAMES
OF THE PERSONS TO WHOM SUCH POLICIES HAVE BEEN ISSUED, THE EXPIRATION DATES
THEREOF, THE ANNUAL PREMIUMS AND PAYMENT TERMS THEREOF, WHETHER IT IS A "CLAIMS
MADE" OR AN "OCCURRENCE" POLICY AND A BRIEF DESCRIPTION OF THE INTERESTS INSURED
THEREBY) OF ALL LIABILITY, PROPERTY, WORKERS' COMPENSATION AND OTHER INSURANCE
POLICIES CURRENTLY IN EFFECT THAT INSURE THE BUSINESS, THE EMPLOYEES OF SELLER
OR THE ASSETS OF SELLER.
EACH SUCH INSURANCE POLICY IS VALID AND BINDING AND IN
FULL FORCE AND EFFECT, NO PREMIUMS DUE THEREUNDER HAVE NOT BEEN PAID AND SELLER
HAS NOT RECEIVED ANY NOTICE OF CANCELLATION OR TERMINATION IN RESPECT OF ANY
SUCH POLICY OR IS IN DEFAULT THEREUNDER.
SUCH INSURANCE POLICIES ARE PLACED
WITH FINANCIALLY SOUND AND REPUTABLE INSURERS AND, IN LIGHT OF THE NATURE OF THE
BUSINESS AND THE ASSETS OF SELLER, ARE IN AMOUNTS AND HAVE COVERAGES THAT ARE
REASONABLE AND CUSTOMARY FOR
17
PERSONS ENGAGED IN SUCH BUSINESS AND HAVING SUCH ASSETS AND PROPERTIES.
NEITHER
SELLER NOR THE PERSON TO WHOM SUCH POLICY HAS BEEN ISSUED HAS RECEIVED NOTICE
THAT ANY INSURER UNDER ANY POLICY REFERRED TO IN THIS SECTION IS DENYING
LIABILITY WITH RESPECT TO A CLAIM THEREUNDER OR DEFENDING UNDER A RESERVATION OF
RIGHTS CLAUSE.
2.24
INVENTORY.
ALL THE INVENTORY CONSISTS OF A QUALITY AND QUANTITY
USABLE IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE, SUBJECT
TO NORMAL AND CUSTOMARY ALLOWANCES IN THE INDUSTRY FOR SPOILAGE, DAMAGE AND
OUTDATED ITEMS.
ALL ITEMS INCLUDED IN THE INVENTORY ARE THE PROPERTY OF SELLER,
FREE AND CLEAR OF ANY LIEN OTHER THAN PERMITTED LIENS, HAVE NOT BEEN PLEDGED AS
COLLATERAL, ARE NOT HELD BY SELLER ON CONSIGNMENT FROM OTHERS AND CONFORM IN ALL
MATERIAL RESPECTS TO ALL STANDARDS APPLICABLE TO SUCH INVENTORY OR ITS USE OR
SALE IMPOSED BY GOVERNMENTAL AUTHORITIES.
2.25
VEHICLES.
SECTION 2.25 OF THE DISCLOSURE SCHEDULE CONTAINS A TRUE
AND COMPLETE LIST OF ALL MOTOR VEHICLES OWNED OR LEASED BY SELLER AND USED OR
HELD FOR USE IN THE CONDUCT OF ITS BUSINESS.
SELLER HAS GOOD AND VALID TITLE
TO, OR HAS VALID LEASEHOLD INTERESTS IN OR VALID RIGHTS UNDER CONTRACT TO USE,
EACH VEHICLE, FREE AND CLEAR OF ALL LIENS OTHER THAN PERMITTED LIENS.
2.26
ENTIRE BUSINESS.
THE SALE OF THE PURCHASED ASSETS BY SELLER TO
PURCHASER PURSUANT TO THIS AGREEMENT WILL EFFECTIVELY CONVEY TO PURCHASER THE
ENTIRE BUSINESS AND ALL