to (i) laws of general application relating to bankruptcy,
insolvency and the relief of debtors and (ii) general principles of equity.
(D)
ACTIONS, SUITS, PROCEEDINGS.
THERE ARE NO REQUESTS, NOTICES,
INVESTIGATIONS, CLAIMS, DEMANDS, ACTIONS, SUITS OR OTHER LEGAL OR ADMINISTRATIVE
PROCEEDINGS PENDING OR, TO THE KNOWLEDGE OF METRON, THREATENED AGAINST METRON OR
ANY METRON SELLING AFFILIATE OR ANY OF THEIR RESPECTIVE PROPERTIES IN ANY COURT
OR ARBITRATION TRIBUNAL OR BEFORE ANY FEDERAL, LOCAL OR OTHER GOVERNMENTAL
AGENCY WHICH (I) SEEK TO RESTRAIN OR PROHIBIT THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT OR OBTAIN ANY DAMAGES IN CONNECTION THEREWITH, (II) IN ANY WAY
CALL INTO QUESTION THE VALIDITY OF THIS AGREEMENT, THE ISRAEL DISTRIBUTION
AGREEMENT, THE NOTE AND THE SECURITY AGREEMENT, OR ANY OTHER AGREEMENT, DOCUMENT
OR INSTRUMENT CONTEMPLATED HEREBY OR (III) COULD REASONABLY BE EXPECTED TO HAVE
A MATERIAL ADVERSE EFFECT ON THE DISTRIBUTION BUSINESS OR ON THE ABILITY OF
METRON OR ANY METRON SELLING AFFILIATE TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
(E)
GOVERNMENTAL AUTHORITIES, CONSENTS.
NEITHER METRON NOR ANY
METRON SELLING AFFILIATE IS REQUIRED TO SUBMIT ANY NOTICE, REPORT OR OTHER
FILING WITH OR TO ANY GOVERNMENTAL AUTHORITY IN CONNECTION WITH THE EXECUTION OR
DELIVERY BY METRON OF THIS AGREEMENT OR THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY AND, NO CONSENT, APPROVAL OR AUTHORIZATION OF ANY
GOVERNMENTAL OR REGULATORY AUTHORITY IS REQUIRED TO BE OBTAINED BY METRON OR ANY
METRON SELLING AFFILIATE IN CONNECTION WITH METRON'S EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT.
(F)
OWNERSHIP OF ASSETS OF THE DISTRIBUTION BUSINESS.
AS OF THE
CLOSING, EITHER METRON OR A METRON SELLING AFFILIATE WILL HAVE GOOD AND
MARKETABLE TITLE TO EACH OF THE PRODUCTS, SPARE PARTS, DEMONSTRATION EQUIPMENT
AND OTHER ASSETS OF THE DISTRIBUTION BUSINESS FREE AND CLEAR OF ALL LIENS.
(G)
CONTRACTS RELATED TO THE DISTRIBUTION BUSINESS.
SCHEDULE 11.4(A),
TO BE DELIVERED IN ACCORDANCE WITH SECTION 11.4, WILL SET FORTH, AS OF THE
CLOSING DATE
A TRUE AND COMPLETE LIST OF ALL CONTRACTS, COMMITMENTS AND
ARRANGEMENTS (OTHER THAN PURCHASE ORDERS TO BE FULFILLED WITHIN SIXTY (60) DAYS
AND OTHER THAN THE DISTRIBUTION AGREEMENTS AND THE ISRAEL DISTRIBUTION
AGREEMENT) TO WHICH METRON OR ANY AFFILIATE OF METRON IS A PARTY OR BY WHICH IT
IS BOUND, THAT ARE CURRENTLY IN EFFECT AND THAT RELATE TO THE CONDUCT OF THE
DISTRIBUTION BUSINESS.
(H)
COMPLIANCE WITH LAWS; PRODUCT REGISTRATIONS.
METRON AND THE
METRON SELLING AFFILIATES ARE CONDUCTING AND HAVE CONDUCTED THE DISTRIBUTION
BUSINESS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL LAWS, REGULATIONS AND
ORDERS APPLICABLE TO METRON AND THE DISTRIBUTION BUSINESS.
METRON HAS, IN FULL
FORCE AND EFFECT, ALL LICENSES, PERMITS AND CERTIFICATES, FROM FEDERAL, STATE,
LOCAL AND FOREIGN GOVERNMENTAL AUTHORITIES (INCLUDING ALL PRODUCT REGISTRATIONS)
NECESSARY FOR THE CONDUCT OF THE DISTRIBUTION BUSINESS (COLLECTIVELY, THE
"PERMITS").
SCHEDULE 11.4(A), TO BE DELIVERED IN ACCORDANCE WITH SECTION 11.4,
WILL SET FORTH, AS OF THE CLOSING DATE, A CORRECT AND COMPLETE LIST OF ALL THE
PERMITS (INCLUDING PRODUCT REGISTRATIONS).
THE PERMITS, INCLUDING THE PRODUCT
REGISTRATIONS, CONSTITUTE ALL OF THE LICENSES, PERMITS AND CERTIFICATES