PRODUCT UNDER ANY CONTRACT UNDER WHICH A
PRODUCT HAS BEEN SOLD DIRECTLY TO CUSTOMERS IN BAHRAIN, IRAQ, KUWAIT, LEBANON,
LIBYA, OMAN, QATAR, SAUDI ARABIA, SYRIA, UNITED ARAB EMIRATES OR THE REPUBLIC OF
YEMEN.
SECTION 4.30
RELATIONSHIPS WITH RELATED PERSONS.
NO SELLER OR RELATED
PERSON OF ANY SELLER AND, TO THE SELLERS' KNOWLEDGE, NO OTHER RELATED PERSON OF
THE ACQUIRED ENTITIES HAS, OR SINCE DECEMBER 31, 2005, HAS HAD, ANY INTEREST IN
ANY PROPERTY USED BY THE ACQUIRED ENTITIES IN THE ACQUIRED ENTITIES' BUSINESS.
TO THE SELLERS' KNOWLEDGE, NO ACQUIRED ENTITY NOR ANY RELATED PERSON OF THE
ACQUIRED ENTITIES OWNS, OR SINCE DECEMBER 31, 2005, HAS OWNED, OF RECORD OR AS A
BENEFICIAL OWNER, AN EQUITY INTEREST OR ANY OTHER FINANCIAL OR PROFIT INTEREST
IN ANY PERSON (OTHER THAN THE ACQUIRED ENTITIES THEMSELVES) THAT HAS (A) HAD
SIGNIFICANT BUSINESS DEALINGS OR A MATERIAL FINANCIAL INTEREST IN ANY
TRANSACTION WITH AN ACQUIRED ENTITY OTHER THAN BUSINESS DEALINGS OR TRANSACTIONS
DISCLOSED IN SCHEDULE 4.30, EACH OF WHICH HAS BEEN CONDUCTED IN THE ORDINARY
COURSE OF BUSINESS WITH SUCH ACQUIRED ENTITY AT SUBSTANTIALLY PREVAILING MARKET
PRICES AND ON SUBSTANTIALLY PREVAILING MARKET TERMS OR (B) ENGAGED IN
COMPETITION WITH SUCH ACQUIRED ENTITY WITH RESPECT TO ANY LINE OF THE PRODUCTS
OR SERVICES OF SUCH ACQUIRED ENTITY (A "COMPETING BUSINESS") IN ANY MARKET
PRESENTLY SERVED BY SUCH ACQUIRED ENTITY, EXCEPT FOR OWNERSHIP OF LESS
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THAN ONE PERCENT (1%) OF THE OUTSTANDING CAPITAL STOCK OF ANY COMPETING BUSINESS
THAT IS PUBLICLY TRADED ON ANY RECOGNIZED EXCHANGE OR IN THE OVER-THE-COUNTER
MARKET.
EXCEPT AS SET FORTH ON SCHEDULE 4.30, NO SELLER OR RELATED PERSON OF
ANY SELLER, AND, TO THE SELLERS' KNOWLEDGE, NO OTHER RELATED PERSON OF AN
ACQUIRED ENTITY (OTHER THAN AN ACQUIRED ENTITY) IS A PARTY TO ANY CONTRACT WITH,
OR HAS ANY CLAIM OR RIGHT AGAINST, SUCH ACQUIRED ENTITY.
SECTION 4.31
TITLE TO ASSETS.
THE ACQUIRED ENTITIES HAVE GOOD AND
MARKETABLE TITLE TO, OR A VALID LEASEHOLD OR OTHER INTEREST IN, THE PROPERTIES
AND ASSETS USED BY THEM, LOCATED ON THEIR PREMISES, OR SHOWN ON THE INTERIM
BALANCE SHEET OR ACQUIRED AFTER THE DATE THEREOF, FREE AND CLEAR OF ALL
ENCUMBRANCES, EXCEPT FOR PERMITTED ENCUMBRANCES OR PROPERTIES, ASSETS OR
INTERESTS DISPOSED OF IN THE ORDINARY COURSE OF BUSINESS SINCE THE DATE OF THE
INTERIM BALANCE SHEET OR AS OTHERWISE PERMITTED BY THIS AGREEMENT.
As used herein, the term "Permitted Encumbrances" shall include the following:
(I)
LIENS FOR TAXES, ASSESSMENTS OR GOVERNMENTAL OR
QUASI-GOVERNMENTAL CHARGES THAT ARE NOT YET DELINQUENT;
(II)
ENCUMBRANCES REFLECTED IN THE FINANCIAL STATEMENTS OR CREATED IN
THE ORDINARY COURSE OF BUSINESS SUBSEQUENT TO THE DATE OF THE FINANCIAL
STATEMENTS;
(III)
ENCUMBRANCES DISCLOSED IN SCHEDULE 4.31;
(IV)
ZONING ORDINANCES, CONSERVATION RESTRICTIONS, BUILDING CODES AND
ALL OTHER STATUTES, REGULATIONS AND ADMINISTRATIVE ENACTMENTS OF ANY FEDERAL,
STATE OR GOVERNMENTAL OR PUBLIC AUTHORITY HAVING JURISDICTION OVER THE PROPERTY
AFFECTED THEREBY;
(V)
ANY MATTERS TO WHICH A REAL PROPERTY LEASE IS SUBJECT OR
SUBORDINATE;
(VI)
ENCUMBRANCES THAT WILL BE RELEASED OR SATISFIED AT CLOSING,
PURSUANT