Common use of Further Warranties and Representations Clause in Contracts

Further Warranties and Representations. (a) Oak Brook has and on the closing date will have good and marketable title to all tangible/intangible assets in its records and books of account, free and clear of all liens, encumbrances and charges and except for current taxes and assessments not delinquent and liens, encumbrances and charges shown in its records and books of account which are not substantial in character or amount, and do not materially detract from the value or interfere with the use of properties subject thereto or affected thereby. (b) Oak Brook has and on the closing date will have good and marketable title to the machinery, equipment, merchandise, materials, supplies and other property of every kind, tangible or intangible, or shown as assets in its records and books of account, free and clear of all liens, encumbrances and charges and except for liens, encumbrances and charges, in any, which do not materially detract from the value of or interfere with the use of the properties subject thereto or affected thereby. (c) There are no pending claims, all taxes imposed by the U.S. or by any foreign country or by any state, municipality, subdivision or instrumentality of the U.S. or of any foreign county or by any other taxing authority, which are due or payable by Oak Brook, and all price redetermination or renegotiation claims asserted or that may be asserted against it, have been paid in full or are adequately provided for by reserves shown in the records and books of account of Oak Brook's and will be so paid or provided for on the closing date. Oak Brook has no knowledge of any unassessed tax deficiency proposed or threatened against it. (d) Except for agreements described in and appended to the Disclosure Schedule, if any, none of which materially and adversely affects the earnings, business, properties, or assets of Oak Brook, Oak Brook is not a party to: (1) any sales agency agreement not subject to termination without liability on notice of sixty (60) days or less; (2) any pension, retirement or profit sharing plan or agreement not cancelable within sixty (60) days without liability; (3) any management or consultation agreement not terminable at will without liability; (4) any union agreement or loan agreement; (5) any contract, accepted order or commitment for the purchase of materials, products or supplies having a total contract price in excess of $50,000; or (6) any other agreement which materially affects the business, properties or assets of Oak Brook's, or which was entered into other than in the ordinary and usual course of business. Adequate reserves will be provided and set up on the books of account of Oak Brook, and will continue to be so provided and set up throughout the expansion of the project, for any contract, order or commitment expected to be performed. (e) Oak Brook is enjoying and on the closing date will enjoy good working relationships under all of the agreements, dealer, sales representation and other agreements necessary to the normal operation of its business. All or substantially all of the real and personal properties used in the business of Oak Brook are and on the closing date will be in good and operable condition. Oak Brook is adequately insured with respect to risks normally insured against by companies similarly situated. The "Disclosure Schedule" shall contain a list, and be accompanied by copies, of all existing insurance policies of Oak Brook's, including but not limited to group insurance and pension plans. All such policies are in full force and effect.

Further Warranties and Representations. (a) Oak Brook Waterford has and on the closing date will have good and marketable title to all tangible/intangible assets in its records and books of account, free and clear of all liens, encumbrances and charges and except for current taxes and assessments not delinquent and liens, encumbrances and charges shown in its records and books of account which are not substantial in character or amount, and do not materially detract from the value or interfere with the use of properties subject thereto or affected thereby. (b) Oak Brook Waterford has and on the closing date will have good and marketable title to the machinery, equipment, merchandise, materials, supplies and other property of every kind, tangible or intangible, or shown as assets in its records and books of account, free and clear of all liens, encumbrances and charges and except for liens, encumbrances and charges, in any, which do not materially detract from the value of or interfere with the use of the properties subject thereto or affected thereby. (c) There are no pending Pending claims, all taxes imposed by the U.S. or by any foreign country or by any state, municipality, subdivision or instrumentality of the U.S. or of any foreign county or by any other taxing authority, which are due or payable by Oak BrookWaterford, and all price redetermination or renegotiation claims asserted or that may be asserted against it, have been paid in full or are adequately provided for by reserves shown in the records and books of account of Oak BrookWaterford's and will be so paid or provided for on the closing date. Oak Brook Waterford has no knowledge of any unassessed un-assessed tax deficiency proposed or threatened against it. (d) Except for agreements agreement described in and appended to the Disclosure Schedule, if any, none of which materially and adversely affects the earnings, business, properties, or assets of Oak BrookWaterford, Oak Brook Waterford is not a party to: (1) any sales agency agreement not subject to termination without liability on notice of sixty (60) days or less; (2) any pension, retirement or profit sharing plan or agreement not cancelable within sixty (60) days without liability; (3) any management or consultation agreement not terminable at will without liability; (4) any union agreement or loan agreement; (5) any contract, accepted order or commitment for the purchase of materials, products or supplies having a total contract price in excess of $50,000500,000; or (6) any other agreement which materially affects the business, properties or assets of Oak BrookWaterford's, or which was entered into other than in the ordinary and usual course of business. Adequate reserves will be provided and set up on the books of account of Oak BrookWaterford's, and will continue to be so provided and set up throughout the expansion of the project, for any contract, order or commitment expected to be performed. (e) Oak Brook Waterford is enjoying and on the closing date will enjoy good working relationships under all of the agreementsAgreements, dealer, sales representation and other agreements necessary to the normal operation of its business. All or substantially all of the real and personal properties used in the business of Oak Brook Waterford are and on the closing date will be in good and operable condition. Oak Brook Waterford is adequately insured with respect to risks normally insured against by companies similarly situated. The "Disclosure Schedule" Schedule shall contain a list, and be accompanied by copies, of all existing insurance policies of Oak BrookWaterford's, including but not limited to group insurance and pension plans. All such policies are in full force and effect. The Disclosure Schedule shall also contain a list of all claims for insured losses filed by Waterford during the three (3) year period immediately preceding the date of this Agreement, including but not limited to workmen's compensation, automobile and general and product liability.