DISCOUNT THAT HAS BEEN AGREED TO BY ANY TARGET
COMPANY OR, TO SELLERS' KNOWLEDGE, ANY DISPUTE, COUNTERCLAIM, LIEN OR SET-OFF.
18
5.14.
INVENTORIES.
ALL INVENTORIES OF THE TARGET COMPANIES REFLECTED ON
THE BALANCE SHEET CONTAINED IN THE INTERIM FINANCIAL STATEMENTS OR ACQUIRED
SINCE THE DATES THEREOF, NET OF RESERVES, CONSIST OF ITEMS OF A QUALITY AND
QUANTITY USABLE AND SALABLE IN THE ORDINARY COURSE OF BUSINESS AS FIRST QUALITY
GOODS (SUBJECT TO CLAIMS UNDER THE ASSUMED WARRANTIES).
EACH ITEM OF INVENTORY
REFLECTED ON THE FINANCIAL STATEMENTS AND THE BOOKS AND RECORDS OF THE TARGET
COMPANIES IS VALUED AT COST, PROVIDED THAT EACH ITEM OF INVENTORY REFLECTED ON
THE FINANCIAL STATEMENTS AND THE BOOKS AND RECORDS OF HETRONIC MALTA IS VALUED
AT THE LOWER OF COST OR MARKET.
EACH TARGET COMPANY HAS, AND ON THE CLOSING
DATE WILL HAVE, SUFFICIENT AMOUNTS OF INVENTORY TO CONDUCT ITS BUSINESS AND SUCH
AMOUNTS ARE CONSISTENT WITH ITS PAST PRACTICES.
5.15.
LITIGATION.
EXCEPT AS DISCLOSED IN SCHEDULE 5.15, THERE ARE NO
ACTIONS, SUITS, INQUIRIES, PROCEEDINGS, CLAIMS OR INVESTIGATIONS BY OR BEFORE
ANY GOVERNMENTAL AUTHORITY PENDING OR, TO SELLERS' KNOWLEDGE, THREATENED
AGAINST, OR INVOLVING, THE ACQUIRED ASSETS, THE PURCHASED SHARES, THE TARGET
COMPANIES, ANY OF THEIR PROPERTIES, ASSETS OR BUSINESSES, OR ANY OFFICERS OR
DIRECTORS OF THE TARGET COMPANIES, AND, TO SELLERS' KNOWLEDGE, THERE IS NO BASIS
FOR ANY SUCH ACTION.
EXCEPT AS SET FORTH IN SCHEDULE 5.15, THERE ARE NO
JUDGMENTS, CONSENTS, DECREES, INJUNCTIONS, OR ANY OTHER JUDICIAL OR
ADMINISTRATIVE MANDATES OUTSTANDING AGAINST ANY TARGET COMPANY.
5.16.
INSURANCE.
SCHEDULE 5.16 CONTAINS A DESCRIPTION OF ALL INSURANCE
POLICIES MAINTAINED BY OR ON BEHALF OF ANY TARGET COMPANY ON ITS PROPERTIES,
ASSETS, BUSINESS OR PERSONNEL, IN EACH CASE SPECIFYING (I) THE INSURER, (II) THE
AMOUNT OF COVERAGE, (III) THE TYPE OF INSURANCE, (IV) THE POLICY NUMBER, AND
(V) ANY CURRENTLY PENDING CLAIMS THEREUNDER OR ANY CLAIMS ASSERTED THEREUNDER OR
UNDER SIMILAR POLICIES SINCE JANUARY 1, 2007.
ALL SUCH POLICIES ARE (AND
PENDING CLOSING WILL CONTINUE TO BE) IN FULL FORCE AND EFFECT, AND NO TARGET
COMPANY IS IN DEFAULT IN ANY MATERIAL RESPECT WITH RESPECT TO ANY PROVISION
CONTAINED IN ANY INSURANCE POLICIES, AND, TO SELLERS' KNOWLEDGE, NO EVENT HAS
OCCURRED THAT, WITH NOTICE OR LAPSE OF TIME, COULD CONSTITUTE SUCH A DEFAULT OR
PERMIT TERMINATION OF THE POLICY.
NO TARGET COMPANY HAS FAILED TO GIVE ANY
NOTICE OR PRESENT ANY CLAIM UNDER ANY SUCH POLICY IN DUE AND TIMELY FASHION.
TO
THE EXTENT THAT ANY CONTRACT TO WHICH ANY TARGET COMPANY IS A PARTY REQUIRES ANY
TARGET COMPANY TO MAINTAIN A SPECIFIED LEVEL OF INSURANCE COVERAGE, SUCH TARGET
COMPANY MAINTAINS SUCH REQUIRED INSURANCE COVERAGE IN ACCORDANCE WITH SUCH
CONTRACT.
5.17.
EMPLOYMENT AND LABOR MATTERS.
5.17.1.
EMPLOYEES. SCHEDULE 5.17 HEREOF CONTAINS A LIST OF THE NAMES OF EACH
EMPLOYEE OF EACH TARGET COMPANY EMPLOYED AT ANY TIME SINCE JANUARY 1, 2008,
TOGETHER WITH THEIR CURRENT EMPLOYMENT STATUS, ANNUAL SALARY, BONUSES AND
PERQUISITES AND THEIR TOTAL COMPENSATION DURING THE FISCAL YEAR ENDED
DECEMBER 31, 2007.
5.17.2.
COLLECTIVE