COMMON LAW) OR ORDERS OF THE UNITED STATES, ANY OTHER NATION, AND ANY STATE,
LOCAL, MUNICIPAL, OR TRANSNATIONAL AUTHORITY, REGULATING, RELATING TO OR
IMPOSING LIABILITY CONCERNING POLLUTION OR PROTECTION OF THE ENVIRONMENT, OR
HUMAN HEALTH AND SAFETY AS AFFECTED BY EXPOSURE TO MATERIALS OF ENVIRONMENTAL
CONCERN; AND
(II)
"MATERIALS OF ENVIRONMENTAL CONCERN" SHALL MEAN ANY GASOLINE OR
PETROLEUM (INCLUDING CRUDE OIL OR ANY FRACTION THEREOF) OR PETROLEUM PRODUCTS,
POLYCHLORINATED BIPHENYLS, UREA-FORMALDEHYDE INSULATION, HAZARDOUS WASTES, TOXIC
SUBSTANCES, ASBESTOS, POLLUTANTS, OR CONTAMINANTS DEFINED AS SUCH IN, OR
REGULATED OR THAT COULD REASONABLY BE EXPECTED TO RESULT IN LIABILITY UNDER, ANY
APPLICABLE ENVIRONMENTAL LAW.
2.20
BUSINESS DATA; PRODUCT SPECIFICATIONS.
(A)
SECTION 2.20(A) OF THE DISCLOSURE SCHEDULE PROVIDES A TRUE,
CORRECT AND COMPLETE LIST AS OF THE DATE OF THIS AGREEMENT OF THE FOLLOWING (THE
"BUSINESS DATA"):
(I)
ANY SOLE SOURCES OF SUPPLY FOR ANY RAW MATERIAL, SUPPLY OR
COMPONENT PART REQUIRED OR USED IN CONNECTION WITH ANY PRODUCT OR IN THE
BUSINESS;
(II)
ALL LOCATIONS AT WHICH TRANSFERRED ASSETS THAT ARE TANGIBLE
ASSETS (OTHER THAN INVENTORY) ARE LOCATED (INCLUDING LOCATIONS OWNED OR
CONTROLLED BY THIRD PARTIES); AND
(III)
ALL LOCATIONS AT WHICH ANY PRODUCT CLINICAL TRIALS ARE BEING
CONDUCTED.
(B)
WITH RESPECT TO ANY RAW MATERIAL, SUPPLY OR COMPONENT PART FOR
WHICH SELLERS RELY ON A SINGLE SOURCE OF SUPPLY, TO THE KNOWLEDGE OF SELLERS,
THERE IS NO CIRCUMSTANCE OR CONDITION THAT WOULD, AFTER THE CLOSING, REASONABLY
BE EXPECTED TO CAUSE BUYERS NOT TO BE ABLE TO OBTAIN SUCH ITEMS FROM SUCH SOLE
SOURCE SUPPLIERS ON COMPARABLE TERMS AND CONDITIONS SO AS TO OPERATE AND CONDUCT
THE BUSINESS IN SUBSTANTIALLY THE SAME MANNER AS THE BUSINESS WAS CONDUCTED AND
OPERATED AS OF SEPTEMBER 30, 2007, THE DATE OF THIS AGREEMENT AND THE CLOSING
DATE.
(C)
THE PRODUCT SPECIFICATIONS ARE COMPLETE, CURRENT AND ACCURATE IN
ALL MATERIAL RESPECTS, AND INCLUDE ALL DOCUMENTED OR TANGIBLY EVIDENCED DATA AND
KNOW-HOW USED BY SELLERS TO MANUFACTURE THE PRODUCTS BEFORE THE CLOSING AND ARE
SUFFICIENT IN DETAIL AND CONTENT TO IDENTIFY AND EXPLAIN THE DESIGNS, CONCEPTS
AND PROCESSES DESCRIBED THEREIN.
2.21
NO OTHER REPRESENTATIONS AND WARRANTIES.
EXCEPT FOR THE
REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT OR ANY SCHEDULE,
ANNEX, EXHIBIT OR DOCUMENT DELIVERED PURSUANT HERETO, NO SELLER MAKES ANY
REPRESENTATION OR WARRANTY OF ANY KIND (WHETHER EXPRESS,
29
implied or otherwise or whether on behalf of itself or its affiliates),
including with respect to the Transferred Assets (including the value of any
Transferred Asset), the Business or otherwise with respect to any other
information provided to Buyers, including as to (a) the merchantability or
fitness for any particular use or purpose, (b) the operation of the Business by
Buyers after the Closing, or (c) the probable success or profitability of the
ownership, use or operation of the Transferred Assets by Buyers after the
Closing.
3.
REPRESENTATIONS AND WARRANTIES OF BUYERS
Each Buyer, with respect to itself, provides to each Seller the representations
and warranties contained in this Article 3, as of the date of this Agreement