TO CONDUCT THE BUSINESS AS IT IS CONDUCTED.
SELLER
HAS ACCESS TO SUFFICIENT AMOUNTS OF RESIN SUPPLY, PURCHASABLE AT THEN PREVAILING
MARKET PRICES, NECESSARY TO CONDUCT THE BUSINESS AS IT IS CONDUCTED.
3.21
INVENTORY.
THE INVENTORY REFLECTED IN THE LATEST BALANCE SHEET IS
GOOD AND MERCHANTABLE MATERIAL, OF A QUALITY AND QUANTITY SALEABLE IN THE
ORDINARY COURSE OF BUSINESS CONSISTENT WITH SELLER'S PAST PRACTICE AND WAS
ACQUIRED BY SELLER IN THE ORDINARY COURSE OF BUSINESS OF THE BUSINESS CONSISTENT
WITH SELLER'S PAST PRACTICE AND IS CARRIED ON THE BOOKS AND RECORDS OF SELLER IN
ACCORDANCE WITH GAAP.
3.22
INSURANCE.
SET FORTH IN SCHEDULE 3.22 IS A COMPLETE AND ACCURATE
LIST AS OF THE DATE HEREOF OF ALL INSURANCE POLICIES CARRIED BY SELLER (AS A
PARTY, NAMED INSURED OR OTHERWISE THE BENEFICIARY OF COVERAGE).
ALL SUCH
INSURANCE POLICIES ARE IN FULL FORCE AND EFFECT AND SHALL REMAIN IN FULL FORCE
AND EFFECT THROUGH THE CLOSING DATE.
SUCH POLICIES ARE SUFFICIENT FOR
COMPLIANCE WITH ALL REQUIREMENTS OF LAW AND OF ALL AGREEMENTS TO WHICH SELLER IS
A PARTY, ARE VALID, OUTSTANDING AND ENFORCEABLE POLICIES, INSURE AGAINST RISKS
OF THE KIND CUSTOMARILY INSURED AGAINST AND IN AMOUNTS CUSTOMARILY CARRIED BY
COMPANIES SIMILARLY SITUATED AND BY COMPANIES ENGAGED IN SIMILAR BUSINESSES AND
OWNING SIMILAR PROPERTIES.
NEITHER SELLER NOR, TO THE KNOWLEDGE OF SELLER, ANY
OTHER INSURED PARTY TO ANY INSURANCE POLICY, IS IN BREACH OR DEFAULT (INCLUDING
ANY BREACH OR DEFAULT WITH RESPECT TO THE PAYMENT OF PREMIUMS OR THE GIVING OF
NOTICES) AND NO EVENT HAS OCCURRED THAT, WITH NOTICE OR LAPSE OF TIME OR BOTH,
WOULD CONSTITUTE SUCH A BREACH OR DEFAULT
28
or permit termination or modification of any such policy.
The Seller has not
been denied coverage since January 1, 2000.
Seller does not currently owe any
deficiency amounts or Taxes for industrial insurance obligations arising under
applicable state law.
3.23
AFFILIATE TRANSACTIONS.
SCHEDULE 3.23 LISTS ALL AGREEMENTS AND
ARRANGEMENTS AND CONTAINS A SUMMARY OF ALL TRANSACTIONS SINCE JANUARY 1, 2000
AND ALL CURRENTLY PROPOSED AGREEMENTS, ARRANGEMENTS AND TRANSACTIONS RELATED TO
THE BUSINESS AND THAT ARE BETWEEN SELLER, ON THE ONE HAND, AND ANY CURRENT OR
FORMER DIRECTOR, OFFICER, SHAREHOLDER OR OTHER AFFILIATE OR ASSOCIATE OF SELLER,
OR ANY OF THEIR RESPECTIVE AFFILIATES OR ASSOCIATES, OR ANY ENTITY IN WHICH ANY
SUCH PERSON HAS A DIRECT OR INDIRECT MATERIAL INTEREST, ON THE OTHER HAND.
ALL
INDEBTEDNESS THAT IS RELATED TO THE BUSINESS AND THAT IS OWED BY ANY OF THE
CURRENT OR FORMER OFFICERS, DIRECTORS, SHAREHOLDERS OR OTHER AFFILIATE OR
ASSOCIATE OF SELLER, OR ANY OF THEIR RESPECTIVE AFFILIATES OR ASSOCIATES, ARE
REFLECTED IN THE LATEST BALANCE SHEET.
3.24
QUESTIONABLE PAYMENTS.
NEITHER SELLER NOR ANY EMPLOYEE, OFFICER,
DIRECTOR, AFFILIATE OR ASSOCIATE OF SELLER OR OTHER PERSON ACTING ON BEHALF OF
SELLER, HAS (A) USED ANY CORPORATE OR COMPANY FUNDS FOR UNLAWFUL CONTRIBUTIONS,
GIFTS, ENTERTAINMENT OR OTHER UNLAWFUL EXPENSES RELATING TO POLITICAL ACTIVITY;
(B) MADE ANY DIRECT OR INDIRECT UNLAWFUL PAYMENTS TO GOVERNMENT OFFICIALS OR
EMPLOYEES FROM CORPORATE FUNDS; (C)