PURCHASE MONEY DEBT (INCLUDING CONDITIONAL SALES
CONTRACTS, CAPITAL LEASES AND ALL LETTERS OF CREDIT WHETHER OR NOT SUCH LETTERS
OF CREDIT HAVE BEEN DRAWN AGAINST) FOR WHICH THE COMPANY, SUBSIDIARY, OR
AFFILIATE ARE PRIMARILY OR SECONDARILY OBLIGATED.
3.26.
CUSTOMERS AND SUPPLIERS.
(A)
SCHEDULE 3.26(A) CONTAINS A TRUE AND COMPLETE LIST OF THE FIFTEEN
(15) LARGEST CUSTOMERS OF THE COMPANY AND SUBSIDIARY IN ORDER OF DOLLAR VOLUME
OF SERVICES PROVIDED DURING ITS LAST FULL FISCAL YEAR SHOWING THE TOTAL SERVICES
PROVIDED IN DOLLAR VOLUME TO EACH SUCH CUSTOMER DURING SUCH PERIOD.
(B)
SCHEDULE 3.26(B) CONTAINS A TRUE AND COMPLETE LIST OF THE FIVE (5)
LARGEST SUPPLIERS OF THE COMPANY AND SUBSIDIARY IN ORDER OF DOLLAR VOLUME OF
PURCHASES DURING ITS LAST FULL FISCAL YEAR SHOWING THE TOTAL OF PURCHASES IN
DOLLARS TO EACH SUCH SUPPLIER DURING SUCH PERIOD.
(C)
EXCEPT AS SET FORTH ON SCHEDULE 3.26(C):
(I)
THERE HAS NOT BEEN ANY MATERIAL ADVERSE CHANGE AND, TO THE
SELLER'S KNOWLEDGE, THERE ARE NO FACTS WHICH MAY REASONABLY BE EXPECTED TO
INDICATE THAT ANY MATERIAL ADVERSE CHANGE MAY OCCUR IN THE BUSINESS RELATIONSHIP
OF THE COMPANY OR SUBSIDIARY WITH ANY CUSTOMER OR SUPPLIER LISTED ON SCHEDULE
3.26(A) OR SCHEDULE 3.26(B).
(II)
NEITHER THE COMPANY NOR SUBSIDIARY IS ENGAGED IN ANY MATERIAL
DISPUTES WITH ANY CUSTOMERS OR SUPPLIERS LISTED OR TO BE LISTED ON SCHEDULES
3.26(A) OR 3.26(B) AND NEITHER THE COMPANY, SUBSIDIARY NOR ANY SELLER HAS ANY
REASON TO BELIEVE THAT ANY SUCH CUSTOMER OR SUPPLIER INTENDS TO DISCONTINUE OR
ADVERSELY MODIFY ITS RELATIONSHIP WITH THE COMPANY OR SUBSIDIARY AFTER THE
CLOSING DATE. IN ADDITION, TO THE SELLER'S KNOWLEDGE, NO CUSTOMER LISTED OR TO
BE LISTED ON SCHEDULE 3.26(A) OF THE DISCLOSURE SCHEDULE IS MATERIALLY
DISSATISFIED WITH ITS SERVICES. DURING THE TWO-YEAR PERIOD PRIOR TO THE DATE
HEREOF NEITHER THE COMPANY NOR SUBSIDIARY HAS GRANTED ANY REBATE TO ANY CUSTOMER
LISTED OR TO BE LISTED ON SCHEDULE 3.26(A) OF THE DISCLOSURE SCHEDULE OTHER THAN
IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE.
3.27.
SELLER LOANS. EXCEPT AS SET FORTH IN SCHEDULE 3.27, THERE ARE NO
LOANS, ADVANCES OR OTHER OBLIGATIONS FOR BORROWED MONEY OWING BY THE COMPANY OR
THE SUBSIDIARY TO THE SELLER.
20
3.28.
ADEQUACY OF PROPERTIES. THE COMPANY, SUBSIDIARY AND AFFILIATE,
RESPECTIVELY, OWN, LEASE OR OTHERWISE HAVE ADEQUATE RIGHTS TO USE THE TANGIBLE
AND INTANGIBLE PERSONAL PROPERTY NECESSARY FOR THE CONDUCT OF THEIR BUSINESS IN
THE MANNER IN WHICH SUCH BUSINESS IS PRESENTLY BEING CONDUCTED WITH NO MATERIAL
CONFLICT WITH OR INFRINGEMENT OF THE RIGHTS OF OTHERS SUCH THAT THE ABSENCE OF
SUCH OWNERSHIP OR RIGHTS COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
3.29.
WARRANTY AND PRODUCT LIABILITY CLAIMS. EXCEPT AS DISCLOSED ON
SCHEDULE 3.29: (A) NEITHER THE COMPANY NOR THE SUBSIDIARY HAS MADE ANY EXPRESS
WARRANTIES AND GUARANTIES WITH RESPECT TO ANY PRODUCTS MANUFACTURED OR SOLD OR
SERVICES RENDERED IN THE OPERATION OF THE BUSINESS, AND (B) NO CLAIMS HAVE BEEN
ASSERTED DURING THE PAST THREE (3) YEARS THAT ANY PRODUCT OF