COMPANY OR ANY OF ITS AFFILIATES GEOGRAPHICALLY OR OTHERWISE.
(F)
THERE IS NO POWER OF ATTORNEY THAT IS
CURRENTLY EFFECTIVE AND OUTSTANDING WITH RESPECT TO THE BUSINESS, OPERATIONS OR
ANY OF THE ASSETS OR PROPERTIES OF THE COMPANY.
SECTION 2.20
WARRANTIES.
(A)
EXCEPT AS SET FORTH ON SCHEDULE 2.20, THERE ARE
NO PENDING NOR, TO THE KNOWLEDGE OF SELLER AND THE COMPANY, THREATENED IN
WRITING, MATERIAL CLAIMS UNDER OR PURSUANT TO ANY WARRANTY, WHETHER EXPRESSED OR
IMPLIED, ON PRODUCTS OR SERVICES SOLD OR PERFORMED PRIOR TO THE CLOSING DATE BY
THE COMPANY THAT ARE NOT DISCLOSED OR REFERRED TO IN THE COMPANY FINANCIAL
STATEMENTS AND THAT ARE NOT FULLY RESERVED AGAINST IN ACCORDANCE WITH GAAP.
(B)
ALL OF THE SERVICES PERFORMED BY THE COMPANY
(WHETHER DIRECTLY OR INDIRECTLY THROUGH INDEPENDENT CONTRACTORS) DURING THE 12
MONTHS PRECEDING THE CLOSING DATE, TO THE KNOWLEDGE OF SELLER AND THE COMPANY,
HAVE BEEN PERFORMED IN MATERIAL CONFORMITY WITH ALL EXPRESS WRITTEN WARRANTIES,
AND, EXCEPT WITH RESPECT TO TRANSMITTER WARRANTY CLAIMS (AS DEFINED IN
SECTION 8.2(C)(II) BELOW) FOR WHICH SELLER HAS AGREED TO INDEMNIFY PURCHASER AND
THE COMPANY, TO THE KNOWLEDGE OF THE SELLER AND THE COMPANY, THE COMPANY WILL
NOT HAVE ANY MATERIAL LIABILITY FOR REPLACEMENT OR REPAIR OR FOR OTHER DAMAGES
RELATING TO OR ARISING FROM ANY SUCH SERVICES, EXCEPT FOR AMOUNTS INCURRED IN
THE ORDINARY COURSE OF BUSINESS WHICH ARE IMMATERIAL AND NOT REQUIRED BY GAAP TO
BE DISCLOSED IN THE COMPANY FINANCIAL STATEMENTS.
(C)
SCHEDULE 2.20(C) IS A TRUE, ACCURATE AND
COMPLETE LIST OF ALL MTI TRANSMITTER SYSTEMS INSTALLED AS OF THE CLOSING DATE
(AND NOT OTHERWISE REPLACED OR REMOVED) IN ANY DWELLINGS OR BUILDINGS FOR WHICH
THE COMPANY FURNISHES BILLING (INCLUDING ALLOCATION BILLING AND RATIO BILLING)
SERVICES UNDER A SUBMETERING CONTRACT.
(D)
SCHEDULE 2.20(D) IS A TRUE, ACCURATE AND
COMPLETE LIST OF ALL BILLING METERS READING "ZERO" AT JUNE 8, 2005.
SECTION 2.21
BOOKS AND RECORDS.
THE BOOKS, ACCOUNTS,
LEDGERS AND FILES OF THE COMPANY ARE TRUE, ACCURATE AND COMPLETE IN ALL MATERIAL
RESPECTS AND HAVE BEEN MAINTAINED IN ACCORDANCE WITH SOUND BUSINESS AND
ACCOUNTING PRACTICES.
SECTION 2.22
MATERIAL ASSETS.
(A)
A TRUE, COMPLETE AND ACCURATE LIST OF ALL THE
PROPERTIES, RIGHTS AND ASSETS OWNED BY THE COMPANY (WHETHER TANGIBLE OR
INTANGIBLE, AND WHETHER REAL, PERSONAL OR MIXED) AND REFLECTED ON THE BALANCE
SHEET INCLUDED IN THE INTERIM COMPANY FINANCIAL STATEMENTS IS SET FORTH ON
SCHEDULE 2.22 (THE "MATERIAL ASSETS").
A TRUE AND COMPLETE AND ACCURATE LIST OF
ALL THE PROPERTIES, RIGHTS AND ASSETS LEASED BY THE COMPANY UNDER THE MATERIAL
LEASES IS LISTED ON SCHEDULE 2.22 AS LEASED PROPERTIES, RIGHTS AND ASSETS.
20
(B)
EXCEPT AS SET FORTH ON SCHEDULE 2.22, THE
MATERIAL ASSETS TOGETHER WITH THE MATERIAL LEASES (I) CONSTITUTE ALL THE
MATERIAL PROPERTIES, RIGHTS AND ASSETS, INCLUDING CONTRACT RIGHTS AND EQUIPMENT,
USED OR HELD FOR USE BY THE COMPANY IN THE OPERATION OF THE FACILITIES AND OTHER
BUSINESS OPERATIONS OF THE COMPANY AS THEY WERE OPERATED IN THE 12-MONTH PERIOD
ENDING ON THE DATE OF THE