PRODUCT SOLD OR
DELIVERED BY THE COMPANY AND/OR THE SUBSIDIARY WHICH WAS MANUFACTURED BY THE
COMPANY AND/OR THE SUBSIDIARY IN THE LAST [****]
HAS BEEN IN CONFORMITY WITH
ALL APPLICABLE SPECIFICATIONS UNDER ANY SCHEDULED CONTRACT AND ALL EXPRESS AND
IMPLIED WARRANTIES, AND THE COMPANY HAS NO LIABILITY (AND THERE IS NO BASIS FOR
ANY PRESENT OR FUTURE ACTION AGAINST THE COMPANY GIVING RISE TO ANY LIABILITY)
FOR REPLACEMENT OR REPAIR THEREOF OR OTHER DAMAGES IN CONNECTION THEREWITH,
SUBJECT ONLY TO THE RESERVE FOR PRODUCT WARRANTY CLAIMS SET FORTH ON THE FACE OF
THE RECENT BALANCE SHEET (RATHER THAN IN ANY NOTES THERETO) AS ADJUSTED FOR THE
PASSAGE OF TIME THROUGH THE DATE HEREOF IN ACCORDANCE WITH THE PAST CUSTOM AND
PRACTICE OF THE COMPANY.
EXCEPT AS DISCLOSED ON SCHEDULE 3.12(C), NO PRODUCT
SOLD OR DELIVERED BY THE COMPANY OR THE SUBSIDIARY WHICH WAS MANUFACTURED BY THE
COMPANY AND/OR THE SUBSIDIARY DURING THE LAST [****]
IS SUBJECT TO ANY
GUARANTY, WARRANTY, OR OTHER INDEMNITY BEYOND THE COMPANY'S AND/OR SUBSIDIARY'S
APPLICABLE STANDARD TERMS AND CONDITIONS OF SALE OR LEASE, TRUE AND COMPLETE
COPIES OF WHICH HAVE BEEN PROVIDED TO BUYER.
20
3.13
LICENSES, APPROVALS, OTHER AUTHORIZATIONS, CONSENTS, REPORTS, ETC.
(A)
AUTHORIZATIONS; PENDING ACTIONS.
SCHEDULE 3.13(A) SETS FORTH
A TRUE AND COMPLETE LIST OF ALL MATERIAL GOVERNMENTAL LICENSES, PERMITS,
FRANCHISES AND OTHER AUTHORIZATIONS OF ANY GOVERNMENTAL AUTHORITY NECESSARY TO
OPERATE THE BUSINESS (THE "LICENSES").
EXCEPT AS SET FORTH ON SCHEDULE 3.13(A),
THE COMPANY AND THE SUBSIDIARY POSSESS OR HAVE BEEN GRANTED ALL LICENSES.
EXCEPT AS SET FORTH ON SCHEDULE 3.13(A), ALL LICENSES ARE IN FULL FORCE AND
EFFECT.
EXCEPT AS SET FORTH ON SCHEDULE 3.13(A), NO PROCEEDING IS PENDING OR,
TO THE SHAREHOLDERS' KNOWLEDGE, THREATENED IN WRITING SEEKING THE REVOCATION OR
LIMITATION OF ANY LICENSE.
(B)
FURTHER ACTIONS.
EXCEPT AS SPECIFIED ON SCHEDULE 3.13(B), NO
PERMIT, ORDER, AUTHORIZATION, CONSENT, WAIVER OR APPROVAL OF OR BY, OR ANY
NOTIFICATION OF OR FILING WITH, ANY PERSON (GOVERNMENTAL AUTHORITY OR OTHERWISE)
IS REQUIRED IN CONNECTION WITH THE EXECUTION, DELIVERY AND PERFORMANCE BY THE
COMPANY OR THE SUBSIDIARY OF THIS AGREEMENT OR THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY, EXCEPT FOR THOSE THAT BECOME APPLICABLE SOLELY
AS A RESULT OF THE SPECIFIC REGULATORY STATUS OF BUYER OR ITS AFFILIATES.
3.14
TAXES.
(A)
FILING OF TAX RETURNS.
THE COMPANY AND SUBSIDIARY HAVE
TIMELY FILED ALL TAX RETURNS THAT THEY WERE REQUIRED TO FILE UNDER ALL FEDERAL,
STATE, LOCAL AND FOREIGN TAX LAWS APPLICABLE TO THE COMPANY, THE SUBSIDIARY AND
THE BUSINESS AND IN EACH CASE WITH DUE REGARD TO ALL EXTENSIONS.
EACH SUCH TAX
RETURN WAS TRUE, CORRECT AND COMPLETE IN ALL MATERIAL RESPECTS AND WERE PREPARED
IN COMPLIANCE WITH ALL APPLICABLE LAWS.
WITH RESPECT TO THE BUSINESS, ALL TAXES
(WHETHER OR NOT SHOWN ON ANY TAX RETURN) DUE AND PAYABLE HAVE BEEN PAID IN FULL
BY THE COMPANY AND THE SUBSIDIARY, AND THERE ARE NO TAXES (WHETHER OR NOT SHOWN
ON ANY TAX RETURN) THAT ARE PAST DUE.
ANY TAXES THAT ARE NOT YET PAYABLE HAVE