HAS OR HAD ANY OBLIGATION OR LIABILITY
UNDER ANY COMPANY CONTRACT IS, AND AT ALL TIMES SINCE JANUARY 1, 2005, HAS BEEN,
IN COMPLIANCE WITH ALL APPLICABLE TERMS AND REQUIREMENTS OF SUCH COMPANY
CONTRACT;
(3)
TO THE KNOWLEDGE OF THE SHAREHOLDERS, NO EVENT HAS OCCURRED OR
CIRCUMSTANCE EXISTS THAT (WITH OR WITHOUT NOTICE OR LAPSE OF TIME) MAY
CONTRAVENE, CONFLICT WITH OR RESULT IN A BREACH OF, OR GIVE THE COMPANY OR OTHER
PERSON THE RIGHT TO DECLARE A DEFAULT OR EXERCISE ANY REMEDY UNDER, OR TO
ACCELERATE THE MATURITY OR PERFORMANCE OF, OR PAYMENT UNDER, OR TO CANCEL,
TERMINATE OR MODIFY, ANY COMPANY CONTRACT; AND
(4)
NO EVENT HAS OCCURRED OR CIRCUMSTANCE EXISTS UNDER OR BY VIRTUE OF
ANY CONTRACT THAT (WITH OR WITHOUT NOTICE OR LAPSE OF TIME) WOULD CAUSE THE
CREATION OF ANY ENCUMBRANCE (OTHER THAN A PERMITTED ENCUMBRANCE) AFFECTING ANY
OF THE COMPANY'S ASSETS.
THERE ARE NO RENEGOTIATIONS OF, ATTEMPTS TO RENEGOTIATE OR OUTSTANDING RIGHTS TO
RENEGOTIATE ANY AMOUNTS PAID OR PAYABLE TO THE COMPANY UNDER CURRENT OR
COMPLETED COMPANY
CONTRACTS WITH ANY PERSON HAVING THE CONTRACTUAL OR STATUTORY RIGHT TO DEMAND OR
REQUIRE SUCH RENEGOTIATION AND NO SUCH PERSON HAS MADE WRITTEN DEMAND FOR SUCH
RENEGOTIATION.
EACH CONTRACT RELATING TO THE SALE, DESIGN, MANUFACTURE OR PROVISION OF PRODUCTS
OR SERVICES BY THE COMPANY HAS BEEN ENTERED INTO IN THE ORDINARY COURSE OF
BUSINESS OF THE COMPANY AND HAS BEEN ENTERED INTO WITHOUT THE COMMISSION OF ANY
ACT ALONE OR IN CONCERT WITH ANY OTHER PERSON, OR ANY CONSIDERATION HAVING BEEN
PAID OR PROMISED, THAT IS OR WOULD BE IN VIOLATION OF ANY LEGAL REQUIREMENT.
(J)
INVENTORIES. §3(J) OF THE DISCLOSURE SCHEDULE SETS FORTH A LIST
OF THE COMPANY'S INVENTORIES AS OF THE DATE HEREOF. THE QUANTITY AND QUALITY OF
THE COMPANY'S INVENTORIES AND ITS CURRENT INVENTORIES PRACTICES ARE ADEQUATE FOR
THE COMPANY TO CARRY ON ITS BUSINESS AS CURRENTLY CONDUCTED. SUCH INVENTORIES DO
NOT INCLUDE ITEMS THAT ARE OBSOLETE OR DAMAGED, EXCEPT FOR WHICH RESERVES HAVE
BEEN ESTABLISHED IN ACCORDANCE WITH GAAP.
(K)
ACCOUNTS RECEIVABLE. ALL ACCOUNTS RECEIVABLE, NOTES RECEIVABLE AND
OTHER RECEIVABLES THAT ARE REFLECTED ON THE MOST RECENT BALANCE SHEET OR ON THE
ACCOUNTING RECORDS OF THE COMPANY AS OF THE CLOSING DATE (COLLECTIVELY, THE
"ACCOUNTS RECEIVABLE") REPRESENT VALID AND ENFORCEABLE OBLIGATIONS ARISING FROM
SALES ACTUALLY MADE OR SERVICES ACTUALLY PERFORMED BY THE COMPANY IN THE
ORDINARY COURSE OF BUSINESS, AND ARE SUBJECT TO THE RESERVES SHOWN ON THE MOST
RECENT BALANCE SHEET (WHICH RESERVES ARE ADEQUATE AND ESTABLISHED IN ACCORDANCE
WITH GAAP); PROVIDED, HOWEVER THAT NO REPRESENTATION OR WARRANTY IS MADE BY THE
SHAREHOLDERS AS TO THE COLLECTIBILITY OF ANY OF THE ACCOUNTS RECEIVABLE OF THE
COMPANY. THERE IS NO CONTEST, CLAIM, DEFENSE OR RIGHT OF SETOFF, OTHER THAN
RETURNS AND SETOFFS IN THE ORDINARY COURSE OF BUSINESS OF THE COMPANY, UNDER ANY
CONTRACT RELATING TO THE AMOUNT OR VALIDITY OF SUCH ACCOUNTS RECEIVABLE. §3(K)
OF THE DISCLOSURE SCHEDULE CONTAINS A COMPLETE AND ACCURATE LIST OF ALL ACCOUNTS
RECEIVABLE AS OF