OF FEDERAL
REGULATIONS ("ITAR") AND IS, AND AT ALL TIMES HAS BEEN, IN COMPLIANCE WITH SUCH
REGISTRATION AND THE ITAR.
(B)
SECTION 3.29(B) OF THE DISCLOSURE SCHEDULE
CONTAINS A LIST OF ALL OF THE LICENSES GRANTED TO OR FOR THE BENEFIT OF THE
COMPANY BY THE U.S. DEPARTMENT OF COMMERCE OR ANY OTHER AGENCY OF THE U.S.
GOVERNMENT OR OF ANY FOREIGN GOVERNMENTAL AUTHORITY TO AUTHORIZE THE EXPORT OR
RE-EXPORT OF PRODUCTS, TECHNOLOGY, SOFTWARE, SERVICES OR OTHER INFORMATION FROM
THE UNITED STATES OR ANY OTHER JURISDICTION.
OTHER THAN THE LICENSES LISTED ON
SECTION 3.29(B) OF THE DISCLOSURE SCHEDULE, THE BUSINESS, PRODUCTS OR ACTIVITIES
OF THE COMPANY DO NOT REQUIRE ANY OTHER SUCH LICENSE, AND NEITHER BUYER NOR THE
COMPANY WILL BE REQUIRED TO OBTAIN ANY OTHER SUCH LICENSE OR THE TRANSFER OF
SUCH A LICENSE OR ANY RELATED CONSENT OR APPROVAL OR BE REQUIRED TO PROVIDE ANY
RELATED NOTICE AS A RESULT OF THE COMPLETION OF THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT, THE CONTINUED PERFORMANCE OF CONTRACTS OR THE CONTINUED CONDUCT
OF THE BUSINESS OR OTHER ACTIVITIES OF THE COMPANY AFTER THE CLOSING DATE.
3.30
DISCLOSURE.
(A)
NO REPRESENTATION OR WARRANTY OF MAJORITY
OWNERS IN THIS AGREEMENT AND NO STATEMENT IN THE DISCLOSURE SCHEDULE OMITS TO
STATE A MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS HEREIN OR THEREIN, IN
LIGHT OF THE CIRCUMSTANCES IN WHICH THEY WERE MADE, NOT MISLEADING.
59
(B)
NO NOTICE GIVEN PURSUANT TO SECTION 5.5 WILL
CONTAIN ANY UNTRUE STATEMENT OR OMIT TO STATE A MATERIAL FACT NECESSARY TO MAKE
THE STATEMENTS THEREIN OR IN THIS AGREEMENT, IN LIGHT OF THE CIRCUMSTANCES IN
WHICH THEY WERE MADE, NOT MISLEADING.
(C)
THERE IS NO FACT KNOWN TO MAJORITY OWNERS,
PARENT OR THE COMPANY THAT HAS SPECIFIC APPLICATION TO PARENT OR THE COMPANY
(OTHER THAN GENERAL ECONOMIC OR INDUSTRY CONDITIONS) AND THAT MATERIALLY
ADVERSELY AFFECTS OR, MATERIALLY THREATENS, THE ASSETS, BUSINESS, PROSPECTS,
FINANCIAL CONDITION, OR RESULTS OF OPERATIONS OF THE COMPANY THAT HAS NOT BEEN
SET FORTH IN THIS AGREEMENT OR THE DISCLOSURE SCHEDULE.
3.31
BROKERS OR FINDERS.
NEITHER MAJORITY OWNERS,
PARENT, THE COMPANY NOR THEIR AGENTS HAVE INCURRED ANY OBLIGATION OR LIABILITY,
CONTINGENT OR OTHERWISE, FOR BROKERAGE OR FINDERS' FEES OR AGENTS' COMMISSIONS
OR OTHER SIMILAR PAYMENT IN CONNECTION WITH THIS AGREEMENT.
AT THE CLOSING,
NEITHER PARENT NOR THE COMPANY SHALL HAVE ANY LIABILITY FOR ANY COSTS, FEES OR
EXPENSES INCURRED BY PARENT OR THE COMPANY OR TO WHICH EITHER PARENT OR THE
COMPANY IS OBLIGATED TO PAY IN CONNECTION WITH THE NEGOTIATION, EXECUTION,
DELIVERY OF AND PERFORMANCE UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO,
FEES AND COSTS OF PROFESSIONALS SUCH AS ATTORNEYS, BANKERS, CONSULTANTS,
ACCOUNTANTS AND FINANCIAL ADVISORS (THE "TRANSACTION COSTS").
3.32
SELLER REPRESENTATIONS.
(A)
SUCH SELLER OWNS BENEFICIALLY AND OF RECORD
ALL OF ITS CAPITAL EQUITY OF PARENT OR THE COMPANY, AS APPLICABLE.
EACH SELLER
HAS THE FULL AND UNRESTRICTED POWER TO SELL, ASSIGN, TRANSFER AND DELIVER ITS
CAPITAL EQUITY OF PARENT OR THE COMPANY, AS APPLICABLE, IN ACCORDANCE WITH THE
TERMS OF