ENCUMBRANCES, EXCEPT FOR SUCH FAILURES AS WOULD NOT, INDIVIDUALLY OR IN THE
AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT.
(D)
TO SELLER'S KNOWLEDGE, THE PURCHASED ASSETS
TAKEN AS A WHOLE ARE GENERALLY ADEQUATE FOR THE PURPOSES FOR WHICH THEY ARE USED
BY SELLER IN THE ORDINARY COURSE OF THE BUSINESS.
2.16
CUSTOMERS.
LISTED IN SCHEDULE 2.16 ARE THE NAMES
OF THE TEN (10) MOST SIGNIFICANT CUSTOMERS (BY REVENUE) OF THE BUSINESS FOR THE
12-MONTH PERIOD ENDED MARCH 31, 2008, AND SINCE THAT DATE UNTIL THE DATE HEREOF,
NO SUCH CUSTOMER HAS TERMINATED ITS RELATIONSHIP WITH SELLER OR PROVIDED SELLER
WITH WRITTEN NOTICE OF ITS INTENTION SO TO TERMINATE (OR NOT TO RENEW) ITS
RELATIONSHIP WITH SELLER.
2.17
SUPPLIERS.
SCHEDULE 2.17 CONTAINS A COMPLETE
LIST OF EACH OF THE TEN (10) MOST SIGNIFICANT SUPPLIERS OF RAW MATERIALS,
SUPPLIES, MERCHANDISE, SERVICES AND OTHER GOODS FOR THE BUSINESS FOR THE
12-MONTH PERIOD ENDED MARCH 31, 2008 ("SIGNIFICANT SUPPLIERS") AND THE
14
AMOUNT FOR WHICH EACH SUCH SIGNIFICANT SUPPLIER INVOICED SELLER DURING SUCH
PERIOD.
SELLER HAS NOT RECEIVED ANY NOTICE THAT ANY SIGNIFICANT SUPPLIER WILL
NOT CONTINUE TO SELL MATERIALS, SUPPLIES, MERCHANDISE, SERVICES AND OTHER GOODS
TO THE BUSINESS.
2.18
ENVIRONMENTAL MATTERS.
EXCEPT AS SET FORTH ON
SCHEDULE 2.18, (A) SELLER AND THE PURCHASED SUBSIDIARIES HAVE OPERATED THE
BUSINESS IN MATERIAL COMPLIANCE WITH ALL APPLICABLE ENVIRONMENTAL LAWS, (B) TO
SELLER'S KNOWLEDGE, THERE HAS BEEN NO MATERIAL GENERATION, USE, TRANSPORTATION,
TREATMENT, STORAGE, RELEASE OR DISPOSAL BY SELLER OR ANY PURCHASED SUBSIDIARY OF
ANY HAZARDOUS SUBSTANCES IN CONNECTION WITH OR RELATING TO THE OWNERSHIP, LEASE,
OCCUPATION OR USE OF THE FACILITIES BY SELLER OR ANY PURCHASED SUBSIDIARY IN
MATERIAL VIOLATION OF ANY APPLICABLE ENVIRONMENTAL LAWS, (C) TO SELLER'S
KNOWLEDGE, THERE IS NOT PRESENT IN, ON, UNDER OR EMANATING ONTO OR FROM ANY OF
THE FACILITIES ANY HAZARDOUS SUBSTANCE IN VIOLATION OF ANY APPLICABLE
ENVIRONMENTAL LAWS, AND (D) NEITHER SELLER NOR ANY PURCHASED SUBSIDIARY HAS
RECEIVED ANY ACTUAL OR THREATENED NOTICE, DEMAND, OR CLAIM THAT THE OPERATION OF
THE BUSINESS OR ANY OF THE FACILITIES IS IN VIOLATION OF OR NON-COMPLIANCE WITH
ANY APPLICABLE ENVIRONMENTAL LAWS, EXCEPT, IN ALL CASES, AS WOULD NOT RESULT,
INDIVIDUALLY OR IN THE AGGREGATE, IN A MATERIAL ADVERSE EFFECT.
2.19
PRODUCT RETURNS AND WARRANTY LIABILITY.
COPIES
OF THE BUSINESS'S FORMS OF STANDARD PRODUCT WARRANTIES ARE ATTACHED AS SCHEDULE
2.19 HERETO.
EXCEPT FOR VARIATIONS FROM SUCH STANDARD POLICIES AS WOULD NOT,
INDIVIDUALLY OR IN THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT, THE BUSINESS
HAS NOT PROVIDED PRODUCT WARRANTIES MORE FAVORABLE THAN PROVIDED FOR IN THE
STANDARD FORM.
2.20
ABSENCE OF CERTAIN CHANGES.
SINCE DECEMBER 31,
2007, EXCEPT IN CONNECTION WITH THE RESTRUCTURING, AS REFLECTED IN THE INTERIM
BALANCE SHEET, OR AS DISCLOSED IN SCHEDULE 2.20, SELLER HAS NOT:
(I) INCURRED
ANY MATERIAL DEBTS, OBLIGATIONS OR LIABILITIES (ABSOLUTE, ACCRUED, CONTINGENT OR
OTHERWISE) OF THE BUSINESS, OTHER THAN IN THE ORDINARY COURSE OF BUSINESS;
(II) SUBJECTED TO OR PERMITTED A ENCUMBRANCE (OTHER THAN A PERMITTED
ENCUMBRANCE) UPON OR OTHERWISE ENCUMBERED ANY OF THE PURCHASED ASSETS;