TERMINATE THE
RELATIONSHIP WITH THE BUSINESS OR SIGNIFICANTLY REDUCE THE VOLUME OF THE
BUSINESS FROM ANY CUSTOMER OR SUPPLIER NAMED IN SCHEDULE 3.13.
THE LIST OF
CUSTOMERS PROVIDED BY SELLER IN ACCORDANCE WITH SECTION 5.02 IS TRUE AND
CORRECT.
SECTION 3.14.
PRODUCT LIABILITY.
EXCEPT AS SET FORTH IN
SCHEDULE 3.14 HERETO, NO ACTION HAS BEEN COMMENCED IN THE FIVE YEAR PERIOD
IMMEDIATELY PRECEDING THE DATE OF THIS AGREEMENT, IS CURRENTLY PENDING OR, TO
SELLER'S KNOWLEDGE, THREATENED, AGAINST OR INVOLVING THE BUSINESS RELATING TO
ANY PRODUCT ALLEGED TO HAVE BEEN MANUFACTURED OR SOLD BY SELLER IN CONNECTION
WITH THE BUSINESS AND ALLEGED TO HAVE BEEN DEFECTIVE, OR IMPROPERLY DESIGNED OR
MANUFACTURED.
14
SECTION 3.15.
ENVIRONMENTAL COMPLIANCE.
(A)
EACH OF SELLER AND ITS AFFILIATES IS IN
COMPLIANCE IN ALL MATERIAL RESPECTS WITH THE MEXICAN GENERAL LAW OF ECOLOGICAL
EQUILIBRIUM AND ENVIRONMENTAL PROTECTION, ITS REGULATIONS AND MEXICAN OFFICIAL
STANDARDS THAT MAY APPLY (THE "MEXICAN ENVIRONMENTAL LEGISLATION"), AS WELL AS
ALL APPLICABLE FEDERAL, FOREIGN, STATE AND LOCAL ENVIRONMENTAL LAWS, RULES AND
REGULATIONS, INCLUDING, WITHOUT LIMITATION, THOSE APPLICABLE TO EMISSIONS TO THE
ENVIRONMENT, WASTE MANAGEMENT AND WASTE DISPOSAL, EXCEPT FOR SUCH NONCOMPLIANCE
WHICH WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE LIKELY TO HAVE
A MATERIAL ADVERSE EFFECT.
(B)
NO LIEN HAS BEEN IMPOSED OR ASSERTED ON ANY
OF THE TRANSFERRED ASSETS, THE BUSINESS OR THE ASSUMED LIABILITIES BY ANY
GOVERNMENTAL AUTHORITY OR OTHER PERSON IN CONNECTION WITH ANY MEXICAN
ENVIRONMENTAL LAW OR ENVIRONMENTAL CONDITION.
(C)
SELLER HAS DISCHARGED ALL OF ITS
OBLIGATIONS PERTAINING TO THE OPERATION OF THE BUSINESS.
SELLER (I) HAS ALL
ENVIRONMENTAL PERMITS NECESSARY FOR THE ACTIVITIES AND OPERATIONS OF THE
BUSINESS AND FOR ANY PAST OR ONGOING ALTERATIONS OR IMPROVEMENTS AT ITS
FACILITIES IN CIUDAD VICTORIA AND MATAMOROS, STATE OF TAMAULIPAS, MEXICO, AND
(II) IS NOT IN VIOLATION OF ANY SUCH ENVIRONMENTAL PERMITS AND HAS APPLIED FOR
RENEWALS WHERE NECESSARY.
SECTION 3.16.
FOREIGN PRACTICES ACT.
SELLER HAS NOT,
DIRECTLY OR INDIRECTLY, AT ANY TIME DIRECTLY IN CONNECTION WITH THE BUSINESS
MADE ANY PAYMENT TO ANY STATE, FEDERAL OR FOREIGN GOVERNMENTAL OFFICER OR
OFFICIAL, OR OTHER PERSON CHARGED WITH SIMILAR PUBLIC OR QUASI-PUBLIC DUTIES,
OTHER THAN PAYMENTS OR CONTRIBUTIONS REQUIRED OR ALLOWED BY APPLICABLE LAW.
SELLER'S INTERNAL ACCOUNTING CONTROLS AND PROCEDURES WITH RESPECT TO THE
BUSINESS ARE SUFFICIENT TO CAUSE SELLER TO COMPLY IN ALL MATERIAL RESPECTS WITH
THE FOREIGN CORRUPT PRACTICES ACT OF 1977, AS AMENDED.
SECTION 3.17.
INVENTORY.
AT THE CLOSING, THE INVENTORY
WILL BE ITEMS OF GOOD QUALITY AND USABLE OR SALEABLE BY THE BUSINESS IN THE
ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE AND MERCHANTABLE AND
FIT FOR THE PURPOSE FOR WHICH SUCH INVENTORY WAS PROCURED OR MANUFACTURED.
SECTION 3.18.
TRANSACTIONS WITH AFFILIATES.
EXCEPT AS
SET FORTH ON SCHEDULE 3.18, NO OFFICER, DIRECTOR, EMPLOYEE, AGENT OR
REPRESENTATIVE OF SELLER, NOR ANY SPOUSE OR CHILD OF ANY OF THEM OR ANY PERSON
AFFILIATED WITH ANY OF THEM (EACH A "RELATED PERSON"), HAS ANY INTEREST IN ANY
ASSETS OR PROPERTIES USED IN OR PERTAINING TO THE BUSINESS,