ACCOUNTING PRACTICES AND IN
ACCORDANCE WITH GAAP APPLIED CONSISTENT WITH THE REFERENCE BALANCE SHEET.
(E)
EXCEPT AS SET FORTH ON SCHEDULE 3.8(E) OF
THE DISCLOSURE SCHEDULES, SELLER GROUP HAS, AND AT THE CLOSING SELLER GROUP WILL
DELIVER TO BUYER, GOOD AND VALID TITLE TO THE ASSETS (OTHER THAN SUCH REAL
PROPERTY SUBJECT TO LEASES, WHICH IS ADDRESSED IN SUBSECTION (B)), FREE AND
CLEAR OF ALL LIENS EXCEPT FOR PERMITTED ENCUMBRANCES.
SECTION 3.9
SUBSIDIARIES
Set forth on Schedule 3.9 of the Disclosure Schedules is an organizational chart
and a complete and accurate list of all of the subsidiaries of Seller that hold
any of the Assets, specifying opposite each such subsidiary (i) the jurisdiction
in which such entity is incorporated or organized, (ii) the jurisdictions in
which such entity is required to be registered for the Business to be conducted
as conducted immediately prior to the Closing, (iii) a description of the Assets
held or the operations related to the Business conducted by such entity and
(iv) the number of Eligible Employees employed by such subsidiary.
Except as
set forth on Schedule 3.9, no subsidiary of Seller holds any right in an asset
or property, tangible or intangible, related to the Business or conducts any
operations related to the Business.
SECTION 3.10
LITIGATION; PRODUCT LIABILITY
(A)
EXCEPT AS SET FORTH ON SCHEDULE 3.10(A) OF
THE DISCLOSURE SCHEDULES, THERE ARE NO CLAIMS, ACTIONS, SUITS, ADMINISTRATIVE,
ARBITRATION OR OTHER INQUIRIES, INVESTIGATIONS OR PROCEEDINGS (COLLECTIVELY,
"CASES") PENDING, OR, TO THE KNOWLEDGE OF SELLER, THREATENED, AGAINST ANY MEMBER
OF THE SELLER GROUP OR ANY OF ITS PROPERTIES, ASSETS AND BUSINESS OPERATIONS, AS
OF THE DATE HEREOF, BY OR BEFORE ANY COURT, GOVERNMENTAL OR REGULATORY AUTHORITY
OR BY ANY THIRD PARTY, IN EACH CASE RELATED TO THE BUSINESS.
NO MEMBER OF THE
SELLER
18
GROUP IS SUBJECT TO ANY JUDGMENTS, ORDERS OR DECREES ENTERED IN ANY LAWSUITS OR
PROCEEDINGS RELATED TO THE BUSINESS.
(B)
EXCEPT AS SET FORTH ON SCHEDULE 3.10(B) OF
THE DISCLOSURE SCHEDULES, AS OF THE DATE HEREOF, THERE ARE NO PENDING, OR, TO
THE KNOWLEDGE OF SELLER, THREATENED CIVIL, CRIMINAL OR ADMINISTRATIVE ACTIONS,
SUITS, DEMANDS, CLAIMS, NOTICES OF VIOLATION, INVESTIGATIONS, PROCEEDINGS OR
DEMAND LETTERS AGAINST ANY MEMBER OF THE SELLER GROUP RELATING TO ANY ALLEGED
HAZARD OR ALLEGED DEFECT IN DESIGN, MANUFACTURE, MATERIALS OR WORKMANSHIP,
INCLUDING ANY FAILURE TO WARN OR ALLEGED BREACH OF EXPRESS OR IMPLIED WARRANTY
OR REPRESENTATION, RELATING TO ANY PRODUCT MANUFACTURED, DISTRIBUTED OR SOLD BY
OR ON BEHALF OF ANY MEMBER OF THE SELLER GROUP WITH RESPECT TO THE BUSINESS.
SELLER HAS PROVIDED BUYER WITH TRUE AND COMPLETE COPIES OF (OR FORMS OF) ALL
WRITTEN WARRANTIES, INDEMNIFICATIONS OR GUARANTEES WITH RESPECT TO PRODUCTS THAT
SELLER GROUP HAS EXTENDED TO ANY OF ITS CUSTOMERS.
SECTION 3.11
COMPLIANCE WITH APPLICABLE LAW
(A)
EXCEPT AS SET FORTH ON SCHEDULE 3.11(A) OF
THE DISCLOSURE SCHEDULES, EACH MEMBER OF THE SELLER GROUP HAS CONDUCTED AND
CONDUCTS THE BUSINESS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE
LAWS, ORDERS, ORDINANCES, RULES AND REGULATIONS