Section 3.20 of the Disclosure Schedule, for which true and accurate summaries
have been delivered to the Purchasers by the Seller).
Section 3.20(a) of the
Disclosure Schedule separately sets forth a true and complete list of all
Contracts that (x) would purport to impose a financial obligation on the
Purchasers or any of their Affiliates (other than the Companies and the Company
Subsidiaries) following the consummation of the transactions contemplated by
this Agreement, or (y) by their terms would restrict the Purchasers or any of
their Affiliates (other than the Companies and the Company Subsidiaries) from
engaging in any line of business in any geographic area following the
consummation of the transactions contemplated by this Agreement.
(B)
EACH MATERIAL CONTRACT IS A VALID AND BINDING OBLIGATION OF THE COMPANY OR
COMPANY SUBSIDIARY PARTY THERETO AND, TO THE KNOWLEDGE OF THE SELLER, OF EACH
OTHER PARTY THERETO, AND IS ENFORCEABLE, IN ALL MATERIAL RESPECTS, IN ACCORDANCE
WITH ITS TERMS, AGAINST SUCH COMPANY OR COMPANY SUBSIDIARY AND, TO THE KNOWLEDGE
OF THE SELLER, AGAINST EACH OTHER PARTY THERETO.
NEITHER OF THE COMPANIES NOR
ANY OF THE COMPANY SUBSIDIARIES IS AND, TO THE KNOWLEDGE OF THE SELLER, EXCEPT
AS SET FORTH ON
39
SECTION 3.20(B) OF THE DISCLOSURE SCHEDULE, NO OTHER PARTY IS, IN MATERIAL
DEFAULT UNDER, OR IN MATERIAL BREACH OR VIOLATION OF, ANY MATERIAL CONTRACT (OR,
AS OF THE CLOSING DATE, ANY CONTRACT ENTERED INTO FOLLOWING THE DATE HEREOF AND
PRIOR TO THE CLOSING THAT WOULD BE A MATERIAL CONTRACT OR A CONTRACT DESCRIBED
IN THE LAST SENTENCE OF SECTION 3.20(A) IF IT HAD BEEN IN EFFECT ON THE DATE
HEREOF) AND, TO THE KNOWLEDGE OF THE SELLER, NO EVENT HAS OCCURRED WHICH, WITH
THE GIVING OF NOTICE OR LAPSE OF TIME OR BOTH, WOULD CONSTITUTE SUCH A MATERIAL
DEFAULT, BREACH OR VIOLATION.
SECTION 3.21.
INSURANCE.
SECTION 3.21 OF THE DISCLOSURE SCHEDULE SETS FORTH A
DESCRIPTION OF ALL INSURANCE POLICIES AND FIDELITY BONDS COVERING THE ASSETS,
BUSINESS, EQUIPMENT, PROPERTIES, OPERATIONS, EMPLOYEES, CONSULTANTS, OFFICERS
AND DIRECTORS OF EITHER OF THE COMPANIES OR ANY OF THE COMPANY SUBSIDIARIES.
THERE IS NO MATERIAL CLAIM BY EITHER OF THE COMPANIES OR ANY OF THE COMPANY
SUBSIDIARIES PENDING UNDER ANY OF SUCH POLICIES OR BONDS AS TO WHICH COVERAGE
HAS BEEN DENIED OR DISPUTED BY THE UNDERWRITERS OF SUCH POLICIES OR BONDS.
ALL
PREMIUMS PAYABLE UNDER ALL SUCH POLICIES AND BONDS HAVE BEEN PAID AND THE
COMPANIES AND THE COMPANY SUBSIDIARIES ARE OTHERWISE IN MATERIAL COMPLIANCE WITH
THE TERMS OF SUCH POLICIES AND BONDS (OR OTHER POLICIES AND BONDS PROVIDING
SUBSTANTIALLY SIMILAR INSURANCE COVERAGE).
TO THE KNOWLEDGE OF THE SELLER,
THERE IS NOT ANY THREATENED TERMINATION OF OR MATERIAL PREMIUM INCREASE WITH
RESPECT TO ANY OF SUCH POLICIES OR BONDS.
SECTION 3.22.
BANK ACCOUNTS.
SECTION 3.22 OF THE DISCLOSURE SCHEDULE SETS
FORTH BY ACCOUNT THE NAME OF EACH BANK, ADDRESS, ACCOUNT NUMBER, TYPE OF ACCOUNT
AND SIGNATORY PARTIES FOR EACH BANK ACCOUNT OF THE COMPANIES AND THE COMPANY
SUBSIDIARIES.
SECTION 3.23.
SUFFICIENCY OF ASSETS.
(A)