OR ANY OF ITS REPRESENTATIVES.
2.17
TITLE; CONDITION OF ASSETS.
(A)
THE COMPANY HAS GOOD AND MARKETABLE TITLE TO OR VALID LEASEHOLD OR
LICENSE INTERESTS IN ALL OF THE ASSETS AND PROPERTIES THAT IT PURPORTS TO OWN,
LEASE OR LICENSE (INCLUDING THOSE ASSETS REFLECTED ON THE COMPANY FINANCIAL
STATEMENTS AND ALL OF THEIR INTELLECTUAL PROPERTY), FREE AND CLEAR OF ANY LIENS
OTHER THAN ANY PERMITTED LIEN.
SUCH ASSETS AND PROPERTIES (I) CONSTITUTE ALL OF
THE ASSETS AND PROPERTIES WHICH ARE OWNED, USED OR HELD FOR USE IN THE CONDUCT
BY THE COMPANY OF ITS BUSINESS AS IT IS CURRENTLY CONDUCTED AND (II) ARE
SUITABLE FOR THE PURPOSES FOR WHICH THEY ARE CURRENTLY USED AND CURRENTLY
PROPOSED TO BE USED.
EXCEPT AS PROVIDED IN SCHEDULE 2.17(A) WITH RESPECT TO
SHARED INSURANCE, NO INSIDER HAS ANY RIGHT IN OR TO ANY OF THE ASSETS AND
PROPERTIES WHICH ARE OWNED, USED OR HELD FOR USE IN THE CONDUCT BY THE COMPANY
OF ITS BUSINESS AS THEY ARE CURRENTLY CONDUCTED.
(B)
THE TANGIBLE PERSONAL PROPERTY OF THE COMPANY IS IN GOOD WORKING
CONDITION AND REPAIR, REASONABLE WEAR AND TEAR AND LOSS DUE TO NORMAL OPERATIONS
EXCEPTED.
2.18
SUPPLIERS.
SCHEDULE 2.18 LISTS THE COMPANY'S TOP 20 SUPPLIERS (BY
VOLUME OF PURCHASES FROM SUCH SUPPLIERS), FOR THE FISCAL YEAR ENDED MARCH 31,
2006 AND THE 6-MONTH PERIOD ENDED SEPTEMBER 30, 2006.
EXCEPT AS SET FORTH IN
SCHEDULE 2.18, THE COMPANY HAS NOT RECEIVED ANY NOTICE FROM ANY OF THE SUPPLIERS
ON SCHEDULE 2.18 TO THE EFFECT THAT, AND THE COMPANY HAS NO
19
REASON TO BELIEVE THAT, ANY SUCH SUPPLIER WILL STOP, MATERIALLY DECREASE THE
RATE OF, OR MATERIALLY CHANGE THE TERMS WITH RESPECT TO, SUPPLYING MATERIALS,
PRODUCTS OR SERVICES TO THE COMPANY.
2.19
U.S. CITIZEN; AIR CARRIER.
THE COMPANY IS A "CITIZEN OF THE UNITED
STATES" AS DEFINED IN THE FEDERAL AVIATION ACT AND IS AN "AIR CARRIER" WITHIN
THE MEANING OF THE FEDERAL AVIATION ACT OPERATING UNDER CERTIFICATES ISSUED
PURSUANT TO THE FEDERAL AVIATION ACT (49 U.S.C. §§ 41101-41112).
2.20
BROKERS.
NEITHER THE COMPANY NOR ITS DIRECTORS, OFFICERS OR
EMPLOYEES, HAS EMPLOYED ANY BROKER OR FINDER OR HAS INCURRED OR WILL INCUR ANY
BROKER'S, FINDER'S OR SIMILAR FEES, COMMISSIONS OR EXPENSES, IN EACH CASE, IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER
TRANSACTION DOCUMENT.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
OF BUYER
Buyer hereby represents and warrants as follows:
3.1
ORGANIZATION AND GOOD STANDING.
BUYER IS A CORPORATION DULY
ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF
MINNESOTA.
3.2
AUTHORITY, APPROVALS, ENFORCEABILITY AND CONSENTS.
(A)
BUYER HAS THE CORPORATE POWER AND AUTHORITY TO ENTER INTO THIS
AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS TO BE EXECUTED AND DELIVERED BY
BUYER AND, SUBJECT TO ENTRY OF THE BUYER APPROVAL ORDER, TO PERFORM ITS
OBLIGATIONS HEREUNDER AND THEREUNDER.
(B)
THE EXECUTION, DELIVERY AND PERFORMANCE BY BUYER OF THIS AGREEMENT
AND THE OTHER TRANSACTION DOCUMENTS TO BE EXECUTED AND DELIVERED BY BUYER AND
THE CONSUMMATION BY BUYER OF