SUBSIDIARIES HAVE
COMPLIED WITH ALL MATERIAL REQUIREMENTS OF APPLICABLE LAW TO BE ENTITLED TO
CLAIM ALL SUCH INCENTIVES.
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT WILL NOT ADVERSELY AFFECT THE CONTINUED QUALIFICATION FOR THE
INCENTIVES OR THE TERMS OR DURATION THEREOF OR REQUIRE ANY RECAPTURE OF ANY
PREVIOUSLY CLAIMED INCENTIVE, AND NO CONSENT OR APPROVAL OF ANY GOVERNMENTAL
AUTHORITY IS REQUIRED, OTHER THAN AS CONTEMPLATED BY THE SCHEDULE OF EXCEPTIONS,
PRIOR TO THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IN
ORDER TO PRESERVE THE ENTITLEMENT OF THE COMPANY OR ITS SUBSIDIARIES TO ANY SUCH
INCENTIVE.
2.24
INSURANCE. THE COMPANY WILL USE ITS BEST EFFORTS TO OBTAIN ON
COMMERCIALLY REASONABLE TERMS, AS SOON AS PRACTICABLE AFTER THE CLOSING, FIRE
AND CASUALTY INSURANCE POLICIES AND OTHER INSURANCE OF THE KINDS AND IN THE
AMOUNTS (A) SUFFICIENT FOR COMPLIANCE BY THE COMPANY WITH ALL REQUIREMENTS OF
LAW AND OF ALL AGREEMENTS TO WHICH THE COMPANY IS A PARTY AND (B) NOT LESS THAN
IS CUSTOMARILY OBTAINED BY CORPORATIONS ENGAGED IN THE SAME OR SIMILAR BUSINESS
AND SIMILARLY SITUATED.
2.25
ENVIRONMENTAL AND SAFETY LAWS.
THE COMPANY IS NOT IN MATERIAL
VIOLATION OF ANY APPLICABLE STATUTE, LAW OR REGULATION RELATING TO THE
ENVIRONMENT OR OCCUPATIONAL HEALTH AND SAFETY, AND NO MATERIAL EXPENDITURES ARE
OR WILL BE REQUIRED IN ORDER TO COMPLY WITH ANY SUCH EXISTING STATUTE, LAW OR
REGULATION.
2.26
CUSTOMERS.
SCHEDULE 2.26 IS A TRUE, CORRECT AND COMPLETE LIST OF
THE COMPANY'S TEN (10) LARGEST CUSTOMERS BY DOLLAR VOLUME OF SALES MADE OR
SERVICES PROVIDED FOR EACH OF THE
11
CALENDAR YEAR 2003 AND THE CALENDAR YEAR 2004.
IN THE LAST TWELVE MONTHS, NONE
OF THE COMPANY'S CUSTOMERS, WHETHER OR NOT ONE OF THE COMPANY'S TEN (10)
LARGEST, HAS BEFORE THE SCHEDULED EXPIRATION OF ITS ARRANGEMENT WITH THE COMPANY
CANCELED OR OTHERWISE TERMINATED, OR, TO THE KNOWLEDGE OF THE COMPANY AND THE
SHAREHOLDERS, THREATENED TO CANCEL OR OTHERWISE TERMINATE, ITS RELATIONSHIP WITH
THE COMPANY BEFORE THE SCHEDULED EXPIRATION OF ITS ARRANGEMENT WITH THE
COMPANY.
THE COMPANY HAS NOT RECEIVED ANY NOTICE AND HAS NO KNOWLEDGE OR REASON
TO BELIEVE THAT ANY CUSTOMER INTENDS TO CANCEL OR OTHERWISE MODIFY ITS
RELATIONSHIP WITH THE COMPANY ON ACCOUNT OF THE TRANSACTIONS CONTEMPLATED HEREBY
OR OTHERWISE.
2.27
NO SIDE AGREEMENTS.
OTHER THAN THIS AGREEMENT, THE SHAREHOLDERS
AGREEMENT, AND THE AGREEMENTS EXPRESSLY CONTEMPLATED HEREBY OR THEREBY OR
DISCLOSED HEREIN OR THEREIN, THERE ARE NO AGREEMENTS ENTERED INTO, OR CURRENTLY
INTENDED TO BE ENTERED INTO, BETWEEN OR AMONG THE COMPANY AND ANY OF ITS
SHAREHOLDERS.
2.28
BOOKS AND RECORDS.
THE BOOKS AND RECORDS OF THE COMPANY, INCLUDING,
WITHOUT LIMITATION, ITS SHARE CAPITAL RECORD BOOKS AND MINUTE BOOKS, ARE
COMPLETE AND CORRECT IN ALL MATERIAL RESPECTS AND ACCURATELY AND FAIRLY REFLECT
ALL MEETINGS AND OTHER CORPORATE ACTIONS OF THE COMPANY'S SHAREHOLDERS AND ITS
BOARD OF DIRECTORS AND COMMITTEES THEREOF AND ALL MATERIAL INFORMATION RELATING
TO ITS BUSINESS, THE NATURE, ACQUISITION, MAINTENANCE, LOCATION AND CHARACTER OF
ITS ASSETS, AND THE NATURE OF ALL TRANSACTIONS GIVING RISE TO ITS