ADEQUACY OF THE ASSETS; RELATIONSHIPS WITH CUSTOMERS AND SUPPLIERS; AFFILIATED TRANSACTIONS. The Purchased Assets and Leased Premises constitute, in the aggregate, all of the assets and properties necessary for the conduct of the Business of the Company in the manner in which and to the extent to which such business is currently being conducted. No current supplier to the Company of items essential to the conduct of its business has threatened to terminate its business relationship with it for any reason. The Company does not have any direct or indirect interest in any customer, supplier or competitor of the Company, or in any person from whom or to whom the Company leases real or personal property. No officer, director or shareholder of the Company, nor any person related by blood or marriage to any such person, nor any entity in which any such person owns any beneficial interest, is a party to any Contract or transaction with the Company or has any interest in any property used by the Company.
ADEQUACY OF THE ASSETS; RELATIONSHIPS WITH CUSTOMERS AND SUPPLIERS; AFFILIATED TRANSACTIONS. Except as set forth on Schedule 3.23, no current supplier to Seller of items material to the conduct of its business and the Purchased Assets has threatened to terminate its business relationship with Seller for any reason. Other than the lease for the Leased Premises or as set forth on Schedule 3.23, Seller does not have any direct or indirect interest in any customer, supplier or competitor of Seller or in any Person from whom or to whom Seller leases real or personal property, and no shareholder of Seller, nor any Person related by blood or marriage to any such Person, nor any entity in which any such Person owns any beneficial interest, is a party to any Contract or transaction with Seller or has any interest in any property used by Seller.
ADEQUACY OF THE ASSETS; RELATIONSHIPS WITH CUSTOMERS AND SUPPLIERS; AFFILIATED TRANSACTIONS. The Assets and Leased Premises constitute, in the aggregate, all of the assets and properties necessary for the conduct of the business of the Companies in the manner in which and to the extent to which such business is currently being conducted. Except as set forth on Schedule 3.23 hereto, there has not been any material adverse change in the business relationship of the Companies with any customer who accounted for more than $1,000,000 of the Companies' sales (on a consolidated basis) during the period from June 1, 2003 to June 1, 2004, or any supplier from whom the Companies purchased more than $1,000,000 of goods or services (on a consolidated basis) which they purchased during the same period. To the knowledge of Seller and the Companies, the consummation of the transactions contemplated by this Agreement will not adversely affect any such relationships. Except as identified on Schedule 3.23 hereto, none of the Companies nor Seller has any direct or indirect ownership interest in any customer, supplier or competitor of the Companies or in any person from whom or to whom the Companies lease real or personal property. Except as identified on Schedule 3.23 hereto, no officer, director or shareholder of the Companies, nor any person related by blood or marriage to any such person, nor any entity in which any such person owns any beneficial interest, is a party to any Contract or transaction with the Companies or has any interest in any property used by the Companies.
ADEQUACY OF THE ASSETS; RELATIONSHIPS WITH CUSTOMERS AND SUPPLIERS; AFFILIATED TRANSACTIONS. The Assets and Leased Premises constitute, in the aggregate, all of the assets and properties necessary for the conduct of the business of the Company in the manner in which and to the extent to which such business is currently being conducted. To the best of the Company's or Shareholder's knowledge, no current supplier to the Company of items essential to the conduct of its business has threatened to terminate its business relationship with it for any reason. The Company does not have any direct or indirect interest in any customer, supplier or competitor of the Company, or in any person from whom or to whom the Company leases real or personal property. Except as set forth on SCHEDULE 3.23, no officer, director or shareholder of the Company, nor any person related by blood or marriage to any such person, nor any entity in which any such person owns any beneficial interest, is a party to any Designated Contract or transaction with the Company or has any interest in any property used by the Company.
ADEQUACY OF THE ASSETS; RELATIONSHIPS WITH CUSTOMERS AND SUPPLIERS; AFFILIATED TRANSACTIONS. Except as set forth in SCHEDULE 4.23(A) hereto, the Assets and Leased Premises constitute, in the aggregate, all of the assets and properties necessary for the conduct of the business of the Company in the manner in which and to the extent to which such business is currently being conducted. No current supplier to the Company of items essential to the conduct of its business has threatened to terminate its business relationship with it for any reason. No customer has advised the Company of its intent to, or has threatened the Company, to terminate its relationship with the Company. The Company does not have any direct or indirect interest in any customer, supplier or competitor of the Company, or in any person from whom or to whom the Company leases real or personal property. Except as set forth in SCHEDULE 4.23(B) hereto, no officer, director or shareholder of the Company, nor any person related by blood or marriage to any such person, nor any entity in which any such person owns any beneficial interest, is a party to any Contract or transaction with the Company or has any interest in any property used by the Company.
ADEQUACY OF THE ASSETS; RELATIONSHIPS WITH CUSTOMERS AND SUPPLIERS; AFFILIATED TRANSACTIONS. The Purchased Assets and Leased Premises and other equipment leased by the Company constitute, in the aggregate, all of the assets and properties necessary for the conduct of the business of the Company in the manner in which and to the extent to which such business is currently being conducted. No current supplier to the Company of items material to the conduct of its business has threatened to terminate its business relationship with the Company for any reason. The Company does not have any direct or indirect interest in any customer, supplier or competitor of the Company or, with the exception of the sublease agreement with Fahrenheit Technology, Inc., in any person from whom or to whom the Company leases real or personal property, and no Member of the Company, nor any person related by blood or marriage to any such person, nor any entity in which any such person owns any beneficial interest, is a party to any Contract or transaction with the Company or has any interest in any property used by the Company.
ADEQUACY OF THE ASSETS; RELATIONSHIPS WITH CUSTOMERS AND SUPPLIERS; AFFILIATED TRANSACTIONS. The Purchased Assets and Leased Premises constitute, in the aggregate, all of the assets and properties necessary for the conduct of the business of the Company in the manner in which and to the extent to which such business is currently being conducted. Since the date of the Current Balance Sheet, there has existed no actual or threatened termination or cancellation of, or adverse change to, the business relationship of the Company with such customers whose sales individually or in the aggregate are material to the Company, and there exists no present condition or state of facts or circumstances involving the Company's customers which are reasonably likely to prevent the conduct of the Company's business after the consummation of the transactions contemplated by this Agreement in essentially the same manner in which such business has heretofore been conducted. No current supplier to the Company of items essential to the conduct of its business has threatened to terminate such current supplier's business relationship with the Company for any reason. Except as set forth on SCHEDULE 4.20, (a) the Company does not have any direct or indirect interest in any customer, supplier or competitor of the Company, or in any person from whom or to whom the Company leases real or personal property, and (b) no officer, director or shareholder of the Company, nor any Familial Affiliates, is a party to any Contract or transaction with the Company or has any direct or indirect interest in any property used by the Company.
ADEQUACY OF THE ASSETS; RELATIONSHIPS WITH CUSTOMERS AND SUPPLIERS; AFFILIATED TRANSACTIONS. Subject to Section 4.15 hereof, the Inventory and other Assets and the Leased Premises constitute, in the aggregate, all of the assets and properties necessary for the conduct of the business of Solair in the manner in which and to the extent to which such business is currently being conducted. To the knowledge of Solair and the Shareholder, no current supplier to Solair of items essential to the conduct of its business has threatened to terminate such current supplier's business relationship with Solair for any reason. Except as set forth in Schedule 4.22, Solair does not have any direct or indirect interest in any customer, supplier or competitor of Solair, or in any person from whom or to whom Solair leases real or personal property. To the knowledge of Solair and the Shareholder, except as set forth on Schedule 4.22, no Affiliate of Solair or the Shareholder and no officer or director of Solair or the Shareholder or any Familial Affiliate of any officer or director of Solair or the Shareholder is a party to any Contract (other than a Contract for which there is no continuing obligation of or benefit to Solair) or transaction with Solair or has any interest in any property used by Solair.
ADEQUACY OF THE ASSETS; RELATIONSHIPS WITH CUSTOMERS AND SUPPLIERS; AFFILIATED TRANSACTIONS. The Assets, Owned Properties and Leased Premises constitute, in the aggregate, all of the assets and properties necessary for the conduct of the business of the Company in the manner in which and to the extent to which such business is currently being conducted. To the Knowledge of the Company, no current supplier to the Company of items essential to the conduct of its business will or, to the Knowledge of the Company, has threatened to terminate its respective business relationship with it for any reason. The Company does not have any direct or indirect interest in any customer, supplier or competitor of the Company, or in any person from whom or to whom the Company leases real or personal property (although all real property, improvements and fixtures used by the Company prior to Closing will be owned by Heights Armature Works). Except as set forth on Schedule 3.23, no officer, director or Shareholder of the Company, nor any person related by blood or marriage to any such person, nor any entity in which any such person owns any beneficial interest, is a party to any Contract or transaction with the Company or has any interest in any property used by the Company.
ADEQUACY OF THE ASSETS; RELATIONSHIPS WITH CUSTOMERS AND SUPPLIERS; AFFILIATED TRANSACTIONS. Except as set forth on Schedule 3.23, the assets and properties currently owned and operated by the Company constitute, in the aggregate, all of the assets and properties used in the conduct of the business of the Company in the manner in which and to the extent to which such business is currently being conducted. Since June 1, 1997, the Company has not received any notice from any current supplier of items essential to the conduct of its business that such supplier intends to terminate or materially alter a business relationship with the Company for any reason, involving an amount in excess of $50,000, and to the Company Parties' knowledge, no such supplier intends to terminate or materially alter any such business relationship with the Company. Since June 1, 1997, the Company has not received any notice from any customer that such customer intends to discontinue purchases of products or services from the Company, and to the Company Parties' knowledge no such customer intends to discontinue or cancel purchases or orders, involving in each case amounts in excess of $50,000. No Company Party has any direct or indirect interest in any customer, supplier or competitor of the Company or in any Person from whom or to whom the Company leases real or personal property. Except as set forth in Schedule 3.23, no officer, director, stockholder, or partner of the Company, nor any Person related by blood or marriage to any such person, nor any entity in which any such Person owns any beneficial interest, is a party to any Contract or transaction with the Company or has any interest in any property used by the Company.
