MERGER AND ASSET PURCHASE AGREEMENT

 

TABLE OF CONTENTS

ARTICLE 1		GENERAL		1
1.1		The Merger		1
1.2		Merger Effective Time		2
1.3		Merger Consideration		2
1.4		Effect on Securities		2
1.5		Purchase of Additional Assets		2
1.6		Excluded and Additional Liabilities		3
ARTICLE 2		REPRESENTATIONS AND WARRANTIES OF SELLER		3
2.1		Organization		3
2.2		Authorization		3
2.3		No Conflict		4
2.4		Capitalization; No Subsidiaries; Articles, Bylaws and Minutes; Derivative Securities		5
2.5		Financial Statements		6
2.6		Absence of Certain Facts or Events		7
2.7		Property, Leases and Liens		8
2.8		Contracts and Commitments		9
2.9		Permits and Authorizations		10
2.10		No Violations		11
2.11		Proceedings		12
2.12		Insurance		12
2.13		Proprietary Information and Rights		12
2.14		Employee Benefits		13
2.15		Employment Laws		16
2.16		Environmental Laws		17
2.17		Taxes		18
2.18		No Unlawful Contributions		19
2.19		No Insider Transactions		19
2.20		Accounts Receivable; Vendors		19
2.21		Inventories		20
2.22		Bank Accounts		20
2.23		Warranties		20
2.24		Delivery of Documents		20
2.25		No Finders or Brokers		21
2.26		Product Warranties; Product Liability; Safety and Recalls		21
2.27		Dealer Network; Rebates and Refunds		22
2.28		Representations Complete		22

 

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				Page
ARTICLE 3		REPRESENTATIONS AND WARRANTIES OF PURCHASER		23
3.1		Organization; Ownership		23
3.2		Authorization		23
3.3		No Conflict		23
3.4		No Finders or Brokers		24
3.5		Availability of Funds		24
ARTICLE 4		COVENANTS		24
4.1		Confidentiality		24
4.2		Fulfillment of Conditions		25
4.3		Purchaser’s Access to Records and Inspection Rights		25
4.4		Transfer of Additional Assets		25
4.5		Operation in Ordinary Course		26
4.6		Post-Closing Access		28
4.7		Delivery of Audited Financial Statements		28
4.8		No Solicitation of Other Transactions		29
4.9		Termination of Affiliate Relationships		29
4.10		Removal of Liens; Release		29
4.11		Bank Accounts		30
4.12		Indebtedness of Seller to Company		30
4.13		No Solicitation of Employees		30
4.14		Country Coach Leases		30
4.15		Standstill		31
4.16		Transferred Employees		31
4.17		Benefit Plans		31
4.18		Income Taxes; Allocation; Income Tax Returns		32
ARTICLE 5		CONDITIONS OF CLOSING		34
5.1		Conditions of Obligations of Purchaser		34
5.2		Conditions of Obligations of Seller		35
ARTICLE 6		CLOSING DATE AND TERMINATION OF AGREEMENT		36
6.1		Closing Date		36
6.2		Termination of Agreement		36
6.3		Effect of Termination		36

 

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				Page
ARTICLE 7		INDEMNIFICATION		37
7.1		Indemnification by Seller		37
7.2		Indemnification by Purchaser and Merger Sub		39
7.3		Survival of Representations and Warranties; Reliance		40
7.4		No Duplication; Exclusive Remedy		40
7.5		Determination of Losses		40
ARTICLE 8		MISCELLANEOUS		40
8.1		Further Actions		40
8.2		Expenses		41
8.3		Entire Agreement		41
8.4		Descriptive Headings		41
8.5		Notices		41
8.6		Governing Law		42
8.7		Assignability		42
8.8		Waivers and Amendments		42
8.9		Third Party Rights		42
8.10		Public Announcements		42
8.11		Counterparts		43
8.12		Guaranty by Riley		43

 

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MERGER AND ASSET PURCHASE AGREEMENT

THIS MERGER AND ASSET PURCHASE AGREEMENT is dated as of February 16, 2007 (this “ Agreement ”) by and among Country Coach Holdings LLC , a Delaware limited liability company (“ Purchaser ”), Country Coach Merger LLC , a Delaware limited liability company (“ Merger Sub ”), Riley Investment Management, LLC , a Delaware limited liability company (“ Riley ”), on one hand, and National R.V. Holdings, Inc., a Delaware corporation (the “ Seller ”), and Country Coach, Inc., an Oregon corporation (“ Company ”), on the other.  Capitalized terms not otherwise defined in this Agreement are used as defined in Appendix A hereto.

W I T N E S S E T H :

WHEREAS, Seller is the record and beneficial owner of all issued and outstanding shares of Common Stock,  no par value per share (the “ Company Common Stock ”), of Company;

WHEREAS, the boards of directors of each of Purchaser, Merger Sub, Seller and Company have determined that it is in the best interests of each corporation and its respective stockholders that Purchaser acquire Company through the statutory merger of Company with and into Merger Sub, with Merger Sub as the surviving corporation (the “ Merger ”);

WHEREAS, the boards of directors or managers of each of Purchaser, Merger Sub and Seller have determined that it is in the best interests of each such entity and its respective stockholders or members that Purchaser acquire from Seller all assets used primarily in Company’s business that are not presently owned by Company and assume certain of Seller’s liabilities related to Company’s business; and

WHEREAS, Company expects to benefit from the consummation of the transactions contemplated hereby and, to induce Purchaser to enter into this Agreement, agrees to be bound by the terms and provisions in this Agreement.

NOW, THEREFORE, in consideration of the mutual benefits to be derived and the representations and warranties, conditions and promises herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE 1

GENERAL

1.1                                  The Merger .  At the Closing, on and subject to the terms and conditions of this Agreement, Company and Merger Sub will consummate the Merger by a merger of the Company with and into Merger Sub, pursuant to which Merger Sub shall be the entity surviving the Merger.

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1.2                                  Merger Effective Time .  On the Closing Date, Purchaser shall file an Agreement of Merger (the “ Agreement of Merger ”) as contemplated by Chapter 60 of the Oregon Revised Statutes with the Secretary of State of the State of Oregon in accordance with the applicable provisions of Chapter 60 of the Oregon Revised Statutes and the Secretary of State of the State of Delaware in accordance with the applicable provisions of the Delaware Limited Liability Company Act (the “ DLLCA ”); together with all other filings or recordings required under applicable Oregon and Delaware law.  Subject to the making of each such filing, the Merger shall become effective at the time (the “ Effective Time ”) Purchaser files the Agreement of Merger with the Secretary of State of the State of Oregon and the Secretary of State of the State of Delaware.  The Merger shall have the effects set forth in this Agreement, the Agreement of Merger, the Oregon Corporation Law and the DLLCA.

1.3                                  Consideration .  At the Closing, Purchaser shall deliver Thirty-One Million Fifty Thousand Dollars ($31,050,000) (the “ Merger Consideration ”) as merger consideration, plus Seven Million Seven Hundred Thousand Dollars ($7,700,000), the amount to be paid by Purchaser or Merger Sub for Additional Assets pursuant to Section 1.5 below (collectively, the “ Purchase Price ”).  Purchaser will pay or cause to be paid the Purchase Price at Closing to Wells Fargo Bank National Association for the benefit of Seller pursuant to the Funds Flow Agreement.

1.4                                  Effect on Securities .

(a)                                   Except as provided in this Section 1.5 with respect to the Company Common Stock, at and as of the Effective Time, each outstanding share of capital stock, option, warrant, purchase right, subscription right, conversion right, exchange right, and other contract or commitment that could require Company to issue, sell or otherwise cause to become outstanding any capital stock or other equity interest of Company shall be deemed to be cancelled or otherwise terminated in exchange for the Merger Consideration.  Neither Purchaser nor Company shall have any obligation to the holders of any such interest.  All ownership in interests in Merger Sub shall remain outstanding.

(b)                                  The Merger will not affect the ownership interests in Merger Sub, all of which shall remain outstanding after the Closing.

1.5                                  Purchase of Additional Assets .  Seller and Purchaser intend that Seller will transfer all assets used primarily in Company’s business and agree that the assets described on Schedule 1.5 are used primarily  in Company’s business but are not presently owned by Company.  Seller agrees to convey, or cause to be conveyed, to Merger Sub all assets described on Schedule 1.5 (the “ Additional Assets ”), at the Closing, for consideration of Seven Million Seven Hundred Thousand Dollars ($7,700,000) (the “ Additional Asset Consideration ”).  The Additional Asset Consideration will be paid at the Closing by Purchaser or Merger Sub to Wells Fargo Bank National Association for the benefit of Seller pursuant to the Funds Flow Agreement.  To the extent that any assets used primarily in the business of Company but owned by Seller or an Affiliate are identified after the Closing, Seller shall, to the extent it agrees with such determination in its reasonable discretion, treat such assets as Additional Assets and convey them or cause them to be conveyed to Merger Sub.

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1.6                                  Excluded and Additional Liabilities .

(a)                                   Purchaser and Seller agree that any liability of Company for amounts due under the Credit Agreement dated as of August 12, 2005 among Seller, National R.V. Inc., Company, and UPS Capital Corporation (such corporation and the lenders for which it serves as agent, and referred to herein as “ UPS ”) as agent, as amended (the “ UPS Agreement ”), shall not remain a liability of Company following the Closing (as provided in Section 4.10).  The parties also agree that any liability of Company for federal, state, or local income taxes relating to any period or partial period ending on or before the Closing Date shall be the sole responsibility of Seller (as provided in Sections 4.18 and 7.2(d)).  Such income tax liability, all liability for amounts due UPS, and all liability in connection with Seller’s employment of Transferred Employees who do not accept employment with Merger Sub pursuant to Section 4.16 shall be the “ Excluded Liabilities .”

(b)                                  Purchaser shall cause Merger Sub to assume, as the same shall exist on and as of the Closing, and to the extent not discharged at the Closing, the liabilities and obligations of Seller described on Schedule 1.6 (the “ Additional Liabilities ”), all of which relate to the business of Company.  To the extent that any liabilities of Seller related primarily to the business of Company are identified after the Closing, Purchaser shall, to the extent it agrees with such determination in its reasonable discretion, treat such liabilities as Additional Liabilities and cause them to be assumed by the Merger Sub.

ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF SELLER

The Seller hereby represents and warrants to Purchaser as follows:

2.1                                  Organization .  Company is a duly organized corporation, validly existing and in good standing under the laws of the State of Oregon and has the corporate power and authority to conduct its business as it is presently being conducted and to own and lease its properties and assets.  Seller is a duly organized corporation, validly existing and in good standing under the laws of the State of Delaware, and has the corporate power and authority to conduct its business as it is presently being conducted and to execute, deliver and perform its obligations under this Agreement.  Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction listed on Schedule 2.1 , which constitute all jurisdictions in which such qualification is necessary under the applicable law as a result of the conduct of Company’s business, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect.

2.2                                  Authorization .  The execution and delivery of this Agreement by Company and Seller and the performance of their respective obligations hereunder have been duly authorized by the directors of Seller and the directors and the stockholder of Company, and no other corporate action or approval on the part of Seller or Company (including any approval by the Seller’s stockholders) is necessary for the execution, delivery or performance of this Agreement by Seller or Company.  This Agreement has been duly executed and delivered by Company and Seller and is a valid and binding obligation of Company and Seller, enforceable against each of

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them in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, or other similar laws, now or hereafter in effect, relating to or limiting creditors’ rights generally and (b) general principles of equity (whether considered in an action in equity or at law).

2.3                                  No Conflict .  Neither the execution and delivery of this Agreement by Company or Seller, nor the consummation of the transactions contemplated hereunder, nor the fulfillment by Company or Seller of any of its terms will:

(a)                                   conflict with or result in a breach by Company or Seller of, or constitute a default under, or create an event that, with the giving of notice or the lapse of time, or both, would be a default under or breach of, or give a right to terminate or cancel under, any of the terms, conditions or provisions of (i) the Certificate of Incorporation or Bylaws of Company or Seller; (ii) any federal, state, foreign, or material local law, statute, ordinance, rule, regulation, order, judgment, arbitration award, or decree or Authorization (as hereinafter defined) in effect as of the date of this Agreement and applicable to Company or Seller or by which any of Company’s or Seller’s assets are bound or subject to; or (iii) any judgment, order, writ, injunction, decree, or demand of any Governmental Entity which materially affects Seller or Company, or is likely to materially adversely affect the surviving entity’s ability to conduct its business or own or convey its assets after the Closing;

(b)                                  result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of any pledge, claim, obligation to repurchase, lien, charge, security interest, or Encumbrance, other than liens for Taxes not yet due and payable and restrictions imposed by applicable securities laws (collectively, “ Liens ”) on any of the properties or assets of Company or Seller pursuant to, any note, bond, mortgage, indenture, or other material contract, agreement, lease, license, permit, order, decree, franchise, or other instrument or obligation to which Company or Seller is a party or by which Company or Seller or any of their assets or properties is bound or is subject;

(c)                                   cause a loss or adverse modification of any material permit, license, or other authorization granted by a Governmental Entity to or otherwise held or used by Company;  and

(d)                                  require Company or Seller to obtain any material consent, approval, authorization or permit of, or to make any filing with or notification to, any governmental or regulatory authority (“ Governmental Entities ”), except for filing the Merger documents in Delaware and Oregon, the filing and recordation of appropriate real estate transfer documents as required by Oregon and California Law with respect to the Additional Assets and any required filings with the United States Securities and Exchange Commission and such other consents, approvals, authorizations, permits or filings, the absence of which would not reasonably be expected to have a Material Adverse Effect.

Except for this Agreement, neither Seller nor Company has any legal obligation, absolute or contingent, to any other Person to sell any capital stock or other ownership interest in Company,

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or the business or any material assets of Company or to effect any merger, consolidation or other reorganization of Company or to enter into any agreement with respect thereto.

2.4                                  Capitalization; No Subsidiaries; Articles, Bylaws and Minutes; Derivative Securities .

(a)                                   Company’s authorized capital stock consists of 1,000 shares of Company Common Stock, all of which are issued and outstanding.  All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and non-assessable.  There are no outstanding options, warrants or other rights to acquire, or any securities or obligations convertible into or exchangeable for, any shares of the capital stock of Company which have been issued or granted by or are binding upon Seller or Company or other Person.  Except as set forth on Schedule 2.4 , Seller is the record and beneficial owner of all shares of Company Common Stock, free and clear of all Encumbrances.  Following the Merger, Purchaser will have good, complete and marketable title to all of the legal and economic interests in the surviving entity of the Merger, free and clear of all restrictions or conditions to transfer or assignment (other than restrictions on transfer imposed by federal or state securities laws or restrictions resulting from acts of Purchaser) and free and clear of all defects of title or Encumbrances.

(b)                                  Company does not have any direct or indirect subsidiaries.  For purposes of this Agreement, a direct or indirect subsidiary of Company means any corporation, trust, general or limited partnership, limited liability company, limited liability partnership, firm, company or other business enterprise which is controlled by Company through direct ownership of the stock or other proprietary interests of such business enterprise or indirectly through the ownership of stock or other proprietary interests in one (1) or more other business enterprises which are connected with Company by means of one (1) or more chains of business enterprises that are connected by ownership of stock or other proprietary interests.

(c)                                   Company has provided or made available in the Data Room to Purchaser complete and correct copies of the Certificate of Incorporation, as amended, and Bylaws of Company, in each case as amended to the date of this Agreement.  The minute books of Company contain complete and accurate records of all meetings and other corporate actions of its stockholders and directors and committees of directors (if any).  True and complete copies of the minute books have been delivered or made available to Purchaser.

(d)                                  There are no options, warrants or other rights (including registration rights), agreements, arrangements or commitments of any character to which Seller or Company is a party relating to the issued or unissued capital stock or other securities of Company, or obligating Company to grant, issue or sell any shares of the capital stock or other securities of Company, by sale, lease, license or otherwise.  There are no obligations, contingent or otherwise, of Company to (x) repurchase, redeem or otherwise acquire any shares of Company capital stock; or (y) provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise), or provide any guarantee with respect to the obligations of Company or any other Person.  Company neither owns nor has agreed to purchase or otherwise acquire, any capital stock of, or any interest convertible into or exchangeable or exercisable for, any capital stock of any corporation, partnership, joint venture or other business association or entity.  There are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to

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which any Person is or may be entitled to receive any payment based on the revenues or earnings, or calculated in accordance therewith, of Company.

2.5                                  Financial Statements .

(a)                                   Company has delivered to Purchaser the unaudited balance sheets of Company as of December 31, 2006, December 31, 2005 and December 31, 2004, and the related statements of income, retained earnings and cash flows for the fiscal years then ended and the estimated balance sheet and estimated cash flow forecast prepared in good faith for the one-month period ended January 31, 2007 (collectively, the “ Financial Statements ”).  Except as set forth in Schedule 2.5 , the Financial Statements (i) are prepared in accordance with GAAP consistently applied as at the dates and for the periods covered thereby (except that the January 31, 2007 statements are subject to normal year-end adjustments and Financial Statements are not accompanied by footnote disclosures); (ii) present fairly in all material respects the financial position and results of operations and cash flows of Company as of the dates and for the periods then ended; (iii) are in agreement with the books and records of Company in all material respects; and (iv) contain and reflect adequate reserves, in accordance with GAAP, for all reasonably anticipated losses, costs and expenses.

(b)                                  The Financial Statements do not contain any items of special or nonrecurring income or any other income not earned or otherwise realized in the ordinary course of business except as expressly specified therein, and such Financial Statements include all material adjustments, which consist only of normal recurring accruals, necessary for such fair presentation.

(c)                                   Except as set forth in Schedule 2.5 hereto or as identified on the Financial Statements, Company has no direct or indirect liabilities or obligations, either accrued, contingent or otherwise, which, individually or in the aggregate with respect to any related items, are material to Company or involve a risk of loss in excess of $25,000, and which have not been reflected in the December 31, 2006 balance sheet.  Except as set forth in the Financial Statements or Schedule 2.5 hereto, there are no facts known to Company or to Seller or any other reasonable legal basis which Company or Seller has recognized as reasonably likely to give rise to any claims which involve a risk of loss in excess of $25,000 against, or liabilities or obligations of, Company.

(d)                                  Company has, in accordance with good business practices, maintained complete and accurate books and records, including financial records which fairly present its financial condition in all material respects and records of all its material corporate transactions or proceedings.

(e)                                   Company and Seller maintain a system of internal accounting controls sufficient to provide assurances that (i) Company’s transactions are executed in accordance with management’s general or specific authorizations; (ii) Company’s transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; (iii) access to Company’s assets is permitted only in accordance with management’s general or specific authorizations; (iv) appropriate accruals, including for employee bonuses and vacation time, have been taken;

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and (v) the recorded accountability for Company’s assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

2.6                                  Absence of Certain Facts or Events .  Except as listed on Schedule 2.6 , since December 31, 2006, Company has operated only in the ordinary course of business and there has not been:

(a)                                   any material adverse change in (i) the financial condition of Company from that shown on the December 31, 2006 balance sheet; or (ii)  the results of operations of Company from that shown in the statements of operations and cash flows of Company for the year ended December 31, 2006;

(b)                                  any damage, destruction or loss to the assets or business of Company, whether covered by insurance or not, involving individually or in the aggregate losses or assets in excess of $25,000;

(c)                                   any amendment to or entering into of any employment agreements or any increase in the compensation payable or to become payable by Seller or Company to any employee, officer or director of Company or in the coverage or benefits under any bonus, insurance, pension or other Benefit Plan (excluding annual length-of-service and similar adjustments to the benefits of individual participants);

(d)                                  any issuance of capital stock of Company or options or rights to acquire capital stock of Company, any redemption or repurchase of outstanding shares of capital stock of Company, any declaration, setting aside or payment of any dividend or distribution thereon, any stock split or reverse stock split, any merger of Company with any Person, any purchase or other acquisition by Company of capital stock or other interest in any other Person, any purchase or other acquisition by Company of all or substantially all of the business or assets of any other Person, any transfer or sale of a substantial portion of Company’s business or assets to any Person, any transaction between Company and Seller other than in the ordinary course of business or as disclosed in Seller’s filings with the Securities and Exchange Commission, or any agreement to take any such actions;

(e)                                   any sale, assignment, modification or transfer of any contractual rights, claims or other assets of Company valued at more than $25,000 individually, or more than $75,000 in the aggregate, other than in the ordinary course of business consistent with past practice;

(f)                                     any mortgage, pledge, or other Lien placed on Company assets to secure debt, or any other Encumbrance placed on assets of Company which would prevent or materially limit the use, modification or sale of assets valued (individually or in the aggregate) at $25,000 or more;

(g)                                  the incurrence of any obligation or liability of Company as a result of borrowed money (except pursuant to existing credit agreements) or any capital expenditure in either case, in excess of $25,000 for any expenditure or series of related expenditures and not described on Schedule 2.6 , or, any commitment to borrow money entered into by Company, or any increase in any loans made or agreed to be made by Company;

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(h)                                  any failure to pay or perform any obligation of Company as, when and to the extent due other than pursuant to a good faith defense or right of setoff;

(i)                                      any intentional or, to the Knowledge of Seller, other waiver of any rights of substantial value to Company or any amendment or termination of the Certificate of Incorporation or Bylaws of Company or of any agreement to which Company is a party which materially adversely affects, or is reasonably likely to materially adversely affect, Company’s results of operations or its financial condition;

(j)                                      any material transaction entered into or consummated by Company, except in the ordinary course of business consistent with past practice;

(k)                                   any material addition to or modification of the Benefit Plans of Company or other arrangements or practices affecting personnel of Company (other than extensions of coverage thereunder to employees of Company who became eligible after September 30, 2006 in accordance with the terms of such Benefit Plans);

(l)                                      any Tax election or the settlement or compromise of any Tax claims; or

(m)                                any change by Company or Seller in their accounting methods, principles or practices.

2.7                                  Property, Leases and Liens .

(a)                                   Schedule 2.7 hereto accurately sets forth as of December 31, 2006 all owned or leased real properties and all items of equipment and other personal property of Company having an individual book value in excess of $5,000 which are owned by Company or used in or necessary for the conduct of Company’s business in accordance with past practice and as currently conducted (the “ Properties ”).  Schedule 2.7 also contains, with respect to each of the Properties, a list of (i) all leases, franchises and similar agreements creating, or materially modifying or altering, Company’s rights to such Property; and (ii) all Indebtedness secured by any Lien on any such Property, specifying the nature thereof and the holder of such Indebtedness.  The agreements, contracts and commitments listed in Schedule 2.7 are in full force and effect without any material default, waiver or indulgence thereunder by Company or by any other party thereto.  Except as noted on Schedule 2.7 , Company has good and marketable title to all assets of Company, in each case, free and clear of all Liens of any nature whatsoever, other than Permitted Liens.

(b)                                  Except as set forth on Schedule 2.7 , to Seller’s Knowledge, neither Company nor Seller is a party to any lease, assignment or similar arrangement in respect of Company’s business under which Seller or Company is a lessor, assignor or otherwise makes available for use by any third party any portion of Company’s owned or leased real property.

(c)                                   The facilities, property and material equipment owned, leased or otherwise used by Company are in a good state of maintenance and repair, free from material defects and in good operating condition (subject only to normal wear and tear) and suitable for the purposes for which they are presently used.  No material properties or assets necessary for the conduct of

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Company’s business as conducted require replacement or repair, or maintenance, other than maintenance in the ordinary course of business consistent with past practices.

(d)                                  All tangible assets which are leased by Company have been maintained in accordance with the manufacturers’ and lessors’ standards in such a manner that, at the termination of each such lease, such leased assets can be returned to their owner without any further material liability on the part of Company with respect thereto.

(e)                                   Each parcel of real property owned or leased by Company and all improvements located thereon (i) complies in all material respects with all covenants, conditions and restrictions affecting such property, either recorded or of which Seller has Knowledge; and (ii) is not presently occupied or used by any party other than Company.  All building, plants and structures that are located on the real property owned by Company lie wholly within the boundaries of such property.  Except as disclosed on Schedule 2. 7, there are no unpaid taxes or assessments currently levied against the real property owned or leased by Company for which the Company is liable.  The Seller has delivered or made available in the Data Room to Purchaser accurate and complete copies of all title insurance policies, surveys and other documents and records relating to the real property owned or leased by Company.

(f)                                     Upon consummation of the transactions contemplated by this Agreement, the surviving entity in the merger will, free and clear of all Liens, other than Permitted Liens, own or lease all of the assets and properties, tangible or intangible, now held or employed by Company in connection with Company’s business and all Additional Assets.  Such assets and properties constitute all of the assets and properties, tangible and intangible, of any nature whatsoever, (1) necessary to operate the business as currently conducted by Company; or (2) used in the business by Company in the past twelve (12) months, other than Inventory sold, obsolete or unnecessary equipment disposed of, and equipment replaced with like or upgraded equipment, in each case in the normal course of business consistent with past practices.

2.8                                  Contracts and Commitments .

(a)                                   Except as set forth in Schedule 2.8 , Company has no (i) collective bargaining agreements, or any agreements or policies that contain or include any severance pay liabilities or obligations; (ii) employment, consulting or similar agreement, contract or commitment which is not terminable without penalty or cost by Company on notice of thirty (30) days or less or contains an obligation of Company to pay and/or accrue more than $10,000 per year; (iii) lease of personal property having a term in excess of one year or remaining payments of $25,000 or more (as lessor or lessee); (iv) note or other evidence of Indebtedness for borrowed money or the deferred purchase price of property or services which involves a liability of more than $25,000; (v) agreement of guaranty or indemnification; (vi) agreement, contract or commitment limiting the freedom of Company to engage in any line of business or compete with any Person; (vii) agreement, contract or commitment relating to expenditures in excess of $25,000; (viii) agreement, contract or commitment relating to the acquisition of assets of, or any interest in, any business enterprise involving individual or aggregate payments in excess of $10,000; (ix) joint ventures, joint marketing arrangements or joint distribution arrangements; or (x) other agreement, contract or commitment, including purchase orders (with customers or other Persons) which involves $25,000 or more and is not

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cancelable without penalty or cost within sixty (60) days.  Company has delivered or made available to Purchaser in the Data Room true, correct and complete copies of all documents required to be listed on Schedule 2.8 (except for purchase orders entered into in the ordinary course of business).

(b)                                  Except as set forth in Schedule 2.8 : (i) Company is not in violation of, nor has Company received any claim that it has breached, any of the material terms or conditions of any agreement, contract or commitment set forth or required to be set forth in any of the Schedules to this Agreement (collectively the “ Contracts ”); (ii) each Contract is in full force and effect in the form delivered to Purchaser and, to the Seller’s Knowledge, there is no material breach or default by any party thereto; (iii) to the Seller’s Knowledge, there are no facts or conditions which have occurred or are, based on facts presently known to exist, anticipated which, through the passage of time or the giving of notice, or both, would constitute a default under any Contract; and (iv) the Contracts comply with all applicable laws.

2.9                                  Permits and Authorizations .

(a)                                   Schedule 2.9 lists each material consent, license, permit, grant or other authorization of any Governmental Entity held by Company or pursuant to which Seller or Company conducts the Company’s business or owns, leases or operates its assets (herein collectively called “ Authorizations ”).  All Authorizations are in full force and effect and constitute all material authorizations of any Governmental Entity required to permit Seller or Company to own or operate the assets of Company and to permit Merger Sub to conduct the business of Company following the Closing Date as such assets and business are presently operated and conducted.  The consummation of the transactions contemplated by this Agreement will not require any transfer, renewal or notice with respect to any Authorizations except as shown on Schedule 2.9 .  There are no proposed or pending applications for Authorizations, applications for variances from compliance with Authorizations, or postponement of the dates for compliance with Authorizations.

(b)                                  Schedule 2.9 identifies all Authorizations which materially restrict the present operation of Company, which limits the term of possession or operation of any material assets of Company or which pertain to environmental discharge.

(c)                                   Except as shown on Schedule 2.9 , neither Seller nor Company has been notified or presently has reason to believe any of the Authorizations will not in the ordinary course be renewed upon its expiration.

(d)                                  Except as shown on Schedule 2.9 , Company has not received in writing, or to the Knowledge of Seller, otherwise, any claim or assertion that it has breached any of the terms or conditions of any Authorization in such manner (i) as would permit any other Person to cancel, terminate or materially amend any Authorization necessary to permit the continued operation of Company as presently conducted; or (ii) that is reasonably likely to result in a penalty or fee of more than $5,000.

(e)                                   There is no action, proceeding or investigation pending or, to the Seller’s Knowledge, threatened regarding suspension or cancellation of any Authorization, except where

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the failure to possess, or the suspension or cancellation of, such Authorization would not have a Material Adverse Effect on Company’s business.

2.10                            No Violations .

(a)                                   Company is not in violation of any applicable law, statute, order, rule or regulation promulgated or judgment entered (or, with respect to rules and regulations of administrative agencies, known by Company or Seller to be proposed) by any Governmental Entity in a manner which is reasonably likely to have a Material Adverse Effect.

(b)                                  Except for those filings listed on Schedule 2.10 hereto, no material consent, approval or authorization of, or declaration, filing or registration with, any Governmental Entity is required to be made or obtained by Seller or Company in connection with the execution, delivery and performance by Seller and Company of this Agreement and the consummation of the transactions contemplated hereby, or the continued operation of Company’s business.

(c)                                   Except as disclosed on Schedule 2.10 hereto, Company is not in conflict with, or in default or violation of any law or any requirement, guideline, promulgation or rule of the Recreational Vehicle Industry Association, in any material respect, and is not aware of any fact or circumstance reasonably likely to lead to such a violation.  Company and its conduct of its business complies, and at all relevant times since 2000 has complied, in all material respects, with the requirements of the Transportation Recall Enhancement, Accountability and Documentation Act and implementing regulations of the National Highway Traffic Safety Administration (“ NHTSA ”), including but not limited to the Reporting of Early Warning Information Regulation (49 CFR Part 579, subpart C), and Reporting of Safety Recalls and Other Safety Campaigns in Foreign Countries Regulation (49 CFR Part 579, subpart B).

(d)                                  Except as disclosed on Schedule 2.10 hereto, neither Seller nor Company has received any written notices or other written correspondence from the NHTSA relating to Company or its products within the twenty-four (24) months preceding the date of the Agreement.  Company has complied with all material NHTSA requirements, including but not limited to Federal Motor Vehicle Safety Standards, in effect from time to time in connection with the conduct of its business.  Other than as set forth on Schedule 2.10 , Company does not ship its products to, or distribute its products in, any country other than the United States and Canada.  All of Company’s products, except for any products subject to a prior Recall disclosed to Purchaser, are and have been, at the time of sale:  (i) free from any “defect related to motor vehicle safety” within the meaning of the National Traffic and Motor Vehicle Safety Act and NHTSA regulations, and (ii) in compliance with all other safety laws and standards, including, but not limited to, all standards of the Recreational Vehicle Industry Association and, with respect to products the Company has shipped to Canada, the Canadian Standards Association, and all standards imposed on Company’s business by statute, rule or regulation of any Governmental Entity or industry association, and Company has not received written notice of any infractions of such standards or been required to undertake any remedial measures in response thereto, except such defects or noncompliance which would not reasonably be expected to have a Material Adverse Effect.

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2.11                            Proceedings .

(a)                                   Schedule 2.11 lists all suits, actions, and other legal proceedings and all other controversies, and, to Seller’s Knowledge, governmental investigations and other legal proceedings, pending or threatened against Company or as to which either Seller or Company has received any claim or assertion, other than actions, investigations and proceedings disclosed on Schedule 2.10 or Schedule 2.26(b) .  Except as set forth on Schedule 2.10 , Schedule 2.11 or Schedule 2.26(b) hereto, there are no facts which Seller has recognized are reasonably likely to lead to any additional investigation being conducted or to any other suit, action or legal proceeding, governmental investigations and other legal proceedings except for such pending or threatened suits, actions, investigations and proceedings which Seller has determined would not reasonably be expected to have a Material Adverse Effect.

(b)                                  Except as set forth on Schedule 2.11 , there is no suit, action or proceeding or investigation pending, or, to Seller’s Knowledge, threatened against or affecting Company or Seller that is likely to prevent or materially delay the ability of Company or Seller to consummate the transactions contemplated by this Agreement or for entity surviving the Merger to continue to carry on Company’s business as now conducted following the Closing.  There is no judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against Company having, or which in the future is reasonably likely to have, any such effect.

(c)                                   Schedule 2.11 also includes a list of all disputes, controversies and claims (including dealer disputes) asserted against Company which were settled or resolved by a payment credit or adjustment of $25,000 or more since January 1, 2006.

2.12                            Insurance .  Schedule 2.12 lists all insurance policies under which Company is an insured or a beneficiary or for which it is liable to pay premiums and further sets forth the name of the insurer, type of coverage, policy limits and deductibles and additional insureds, if any, and the annual premium for each such policy.  Seller and Company have furnished or made available in the Data Room to Purchaser copies of all such policies and a history, as of November 30, 2006, of all claimed losses under all of Seller and Company’s insurance policies in the past five (5) years.  Except as noted on Schedule 2.12 , all premiums with respect to such policies have been paid, and no notice of cancellation, non-renewal or change in terms has been received by Company or Seller, or to Seller’s Knowledge has been contemplated.

2.13                            Proprietary Information and Rights .

(a)                                   Intellectual Property Rights . Attached hereto as Schedule 2.13 is a true and complete list of all registered Intellectual Property Rights (as defined below) used or held for use by Company since January 1, 2003, other than computer software programs which are generally available to consumers or businesses.  Company shall disclose any patent application in which Company has any interest to Purchaser on a separate confidential list.  Company owns or is validly licensed or otherwise has the right to use, all Intellectual Property Rights used or held for use by Company and all goodwill associated therewith in the same manner in which any such Intellectual Property Right have been or are now being used.  Company has not infringed upon, misappropriated or otherwise violated any Intellectual Property Right or other proprietary

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information of any other Person.  There is no claim, demand or proceeding pending or, to the Knowledge of Company, threatened, that pertains to or challenges the right of Company to use any of the Intellectual Property Rights identified on Schedule 2.13 (including any claim that Company must license or refrain from using any Intellectual Property Rights or other proprietary information of any other Person).  Company has not granted any license or other right and has no obligation to grant any license or other right with respect thereto.  To the Seller’s Knowledge, no other Person has infringed upon, misappropriated or otherwise violated any Intellectual Property Right of Company.  Without limiting the generality of the foregoing, Company is the licensee under fully paid, enforceable licenses that govern its use of all software in which any third party has Intellectual Property Rights.  Each such license remains in full force and effect.  Company has not breached any such license in any material respect, Company has paid all amounts that have heretofore become due and payable in respect of such licenses and, to Seller’s Knowledge, there are no facts or circumstances in existence or reasonably anticipated by Company which would entitle any licensor to terminate any license for Intellectual Property Rights with Company.  As used in this Agreement, “ Intellectual Property Rights ” means, collectively, with respect to the U.S. and all other countries and territories worldwide, any and all now known or hereafter known tangible and intangible: (i) rights associated with works of authorship including copyrights, moral rights and mask-works; (ii) trademark and trade name rights and similar rights; (iii) trade secret rights; (iv) patent rights, designs, algorithms, computer programs, methods of doing business, other proprietary ideas, designs, concepts, techniques, inventions, discoveries and improvements, whether or not patentable and other industrial property rights, (v) all other intellectual and industrial property rights of every kind and nature and however designated, whether arising by operation of law, contract, license or otherwise; (vi) all registrations, initial applications, renewals, extensions, continuations, continuations-in-part, divisions or reissues thereof now or hereafter existing, made or in force (including any rights in any of the foregoing); (vii) Internet websites, rights in domain names, computer programs and software; and (viii) any other service mark, design, logo, trade secret, know-how, customer list or financial, business, marketing or other information, material or industrial property of a party or any of its affiliates.

(b)                                  Company does not use or own any registered Intellectual Property Rights related to its business, except those which are set forth in Schedule 2.13 , which, along with its unregistered Intellectual Property Rights, constitute all of the Intellectual Property Rights necessary for the operation of Company’s business as presently conducted.

(c)                                   Company is not a party in any capacity to any franchise, license, or royalty agreement respecting any Intellectual Property Rights except as set forth on Schedule 2.13 and there is no conflict with the rights of other Persons in respect to Intellectual Property Rights used in the conduct of Company’s business.

(d)                                  Seller and Company have taken commercially reasonable measures to protect the proprietary nature of the Intellectual Property Rights and to maintain in confidence all trade secrets and confidential information owned or used by Company.

2.14                            Employee Benefits .

(a)                                   Schedule 2.14 sets forth a list of all “employee benefit plans” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended,

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(“ ERISA ”)) and all other profit-sharing, deferred compensation, bonus, stock option, stock purchase, vacation pay, holiday pay, pension, retirement plans, medical and other compensation or benefit arrangements maintained or contributed to or required to be contributed to by Seller or Company for the benefit of Company employees (or former employees or service providers) and/or their beneficiaries; including a complete listing of all plans with respect to which Seller or Company has either (i) made contributions or payments or incurred any contingent liability within six (6) years prior to Closing or (ii) is required to make payments, transfers or contributions for the benefit of Company employees (or former employees) and/or their beneficiaries (collectively, “ Benefit Plans ”).  No Benefit Plan is a “defined benefit plan” as defined in ERISA or subject to Title IV of ERISA.

(b)                                  Seller or Company has delivered or made available in the Data Room to Purchaser true and complete copies of:

(1)                                   Each Benefit Plan and any related funding agreements (e.g., insurance contracts or trusts), including all amendments;

(2)                                   The current draft of the Summary Plan Description pertaining to each Benefit Plan for which a Summary Plan Description is required by ERISA or by the terms of such Benefit Plan;

(3)                                   The three (3) most recent annual reports for each Benefit Plan (including all relevant schedules) for which such annual reports are required;

(4)                                   The most recently filed PBGC Form 1 (if applicable); and

(5)                                   The Internal Revenue Service determination letter (if any) for each Benefit Plan and each amendment thereto.

(c)                                   Each Benefit Plan has been established, maintained and administered in all material respects in accordance with its terms and any related agreements, and with all applicable laws, and, if intended to qualify under Code Section 401(a), is so qualified:

(1)                                   Neither Company nor any Affiliate of Company has ever contributed or been obligated to contribute to any “multi-employer plan” (as defined in Section 3(37) of ERISA) or a “multiple employer welfare arrangement” (as defined in Section 3(41)(A) of ERISA);

(2)                                   No such Benefit Plan subject to a funding requirement has been terminated at a time when such Benefit Plan was not sufficiently funded; and

(3)                                   Except as otherwise provided on Schedule 2.14 , the value, determined on a termination basis, of all accrued benefits (whether or not vested) under each such Benefit Plan did not exceed, as of the most recent valuation date, and will not exceed as of the time of filing, the then current fair market value of the assets of such Benefit Plan.

(d)                                  All contributions and other payments to be made to each Benefit Plan under the terms of that Benefit Plan, ERISA, the Internal Revenue Code (the “ Code ”) or any

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other applicable law have been timely made and all contributions made have been fully deductible under the Code.  The books of Company properly reflect all amounts required to be accrued as liabilities under each Benefit Plan.

(e)                                   In the case of each Benefit Plan, there is no lien relating to its liabilities or obligations, and no accumulated funding deficiency (within the meaning of Section 4971 of the Code), whether or not such deficiency has been waived, or any other unfunded liability.

(f)                                     Each Benefit Plan complies currently, and in all material respects, in form and operation, with all applicable law including ERISA, the Code, and the continuation coverage rules of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“ COBRA ”), Code § 4980B or part 6 of Title I of ERISA.

(g)                                  Except as set forth on Schedule 2.14 , no “prohibited transactions” (as defined in Section 4975(c)(1) of the Code) or breaches of fiduciary duty involving Company, Seller, or a director or officer of Seller or Company, have occurred with respect to any of the Benefit Plans.

(h)                                  All trusts maintained in connection with a Benefit Plan, including trusts that are intended to comply with the provisions of Code § 501(c)(9) or § 501(c)(17), are exempt from federal income taxation under Code § 501(a) and there has been no written or, to Seller’s and Seller’s Knowledge, other claims, of noncompliance or failure to properly maintain, operate or administer any Benefit Plan (or a related trust) which has rendered or is reasonably likely to render such Benefit Plan or trust, or Company, subject to or liable for any taxes, penalties or liabilities to any person.

(i)                                      There is no contract, agreement, or benefit arrangement covering any employee of Company which, individually or collectively, could give rise to the payment of any amount which would constitute an “excess parachute payment” (within the meaning of Section 280G of the Code).

(j)                                      Neither Company nor any of its Affiliates maintains any Benefit Plan that provides severance pay or medical benefits to one or more former employees (including retirees), or provides for post-retirement benefits to present or former employees, other than benefits that are required to be provided pursuant to COBRA or state law conversion rights.

(k)                                   There are no investigations, proceedings, or lawsuits, either currently in progress, or, on the basis of facts or circumstances recognized by Company or Seller, expected to be instituted in the future, against (i) any Benefit Plan; or (ii) any fiduciary of such plan (within the meaning of Section 3(21)(A) of ERISA) brought on behalf of any participant, beneficiary or fiduciary thereunder, or by any Governmental Entity.

(l)                                      With respect to each Benefit Plan that is an employee welfare benefit plan (within the meaning of Section 3(1) of ERISA), all claims that are or could be attributable to such Benefit Plan are (i) insured pursuant to a contract of insurance whereby the insurance company bears any risk of loss with respect to such claims, (ii) covered under a contract with a health maintenance organization (an “ HMO ”) pursuant to which the HMO bears the liability for

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claims or (iii) reflected as a liability or accrued for on the financial statements of Company or Seller.

(m)                                Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Benefit Plan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Benefit Plan, including, without limitation, any “excess parachute payment” as defined under Code Section 280G.

2.15                            Employment Laws .  Except as shown on Schedule 2.15 :

(a)                                   Company is in compliance in all material respects with all federal, state or other applicable laws, respecting employment and employment practices, terms and conditions of employment, wages and hours, affirmative action and occupational safety (except for violations or failures to comply which are not reasonably likely to result in penalties in excess of $10,000, individually, or $50,000 in the aggregate with respect to related items), and has not received notice of, and is not engaged in, any unfair labor practice.

(b)                                  No unfair labor practice complaint against Company is pending before the National Labor Relations Board.

(c)                                   There is no labor strike, dispute, slowdown or stoppage actually pending or against or affecting Company.

(d)                                  Except to the extent expressly provided in Schedule 2.15 , there are not, and in the past three years there have not been, any material claims, grievances or arbitration proceedings, workers’ compensation proceedings, labor disputes (including charges of violations of any federal, state or local laws or regulations relating to current or former employees (including retirees) or current or former applicants for employment), governmental investigations, or administrative proceedings of any kind pending or, to the Knowledge of Seller, threatened against or relating to Company, its employees or employment practices, or operations as they pertain to conditions of employment; nor is Company or Seller subject to any order, judgment, decree, award, or administrative ruling arising from any such matter.  Schedule 2.15 or Schedule 2.16 lists all claims, charges or notices of correction received under laws and regulations pertaining to workplace safety since January 1, 2004.

(e)                                   No collective bargaining agreement is currently in existence or is being negotiated by Company and as of the date of this Agreement no labor organization has been certified or recognized as the representative of any employees of Company or is actively seeking such certification or recognition.  To Seller’s Knowledge, Company’s relations with its employees are satisfactory.

(f)                                     Company’s contracts, if any, with temporary personnel agencies represent bona fide, arms-length agreements and the personnel provided by such agencies are not Company’s employees for purposes of any federal, state or local laws, including laws pertaining

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to tax withholding, provision of benefits or union representation, except as disclosed on Schedule 2.15 .

(g)                                  No officer, executive, key employee or group of key employees (“ Key Persons ”) has notified Company or Seller of an intent to cease providing services to Company or materially alter the terms on which services are provided to Company, and to Seller’s Knowledge, no Key Person is planning to cease providing services or to seek to materially alter the terms on which such Key Person’s services are provided to Company.

2.16                            Environmental Laws .

(a)                                   Except as disclosed on Schedule 2.16 , since 1996 (i) the assets and the business of Company have been operated in compliance in all material respects with all applicable Environmental Laws including the holding of all Authorizations held by Company or required to be held pursuant to Environmental Laws; (ii) there has been no production, storage, Release, or disposal of any hazardous materials in any material quantity at, in, on under, about or from any of the Properties by or on behalf of Company or to Seller’s Knowledge by any previous owner or tenant of the Properties; (iii) there has been no production, storage, release or disposal of any hazardous materials in any material quantity by or on behalf of Company at any other site; (iv) there are no underground storage tanks or electrical equipment containing PCB’s on the Properties, or any asbestos-containing materials on the Properties that could reasonably be expected to result in a material liability to Company; and (v) no Governmental Entity or any other Person has issued to Company or commenced any notice of violation, notice to comply, compliance schedule, administrative or judicial complaint, enforcement action or lien with respect to alleged violations of Environmental Laws by or on behalf of Company or relating to the Properties, or any proceeding or inquiry with respect to any actual or alleged violation of any Environmental Law or any release or alleged release of a Hazardous Material by or on behalf of Company or relating to the Properties.

(b)                                  “ Environmental Law ” shall mean all laws, federal, state or local, including statutes, regulations, rules, ordinances and orders which purport to regulate the release of hazardous materials to the environment, or impose requirements relating to environmental protection or public or employee health and safety, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C. Section 9601 et seq. , the Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C. Section 6901 et seq. , the Emergency Planning and Community Right-to-Know Act, as amended, 42 U.S.C. Section 11001 et seq. , the Clean Air Act, as amended, 42 U.S.C. Section 7401 et seq. , the Federal Water Pollution Control Act, as amended, 33 U.S.C. Section 1251 et seq. , the Toxic Substances Control Act, as amended, 15 U.S.C. Section 2601 et seq. , the Safe Drinking Water Act, as amended, 42 U.S.C. Section 300f et seq. , the Federal Insecticide, Fungicide & Rodenticide Act, as amended, 7 U.S.C. Section 136 et seq. , the Federal Food, Drug and Cosmetic Act, as amended, 21 U.S.C. Section 301 et seq. , and the Occupational Safety and Health Act, as amended, 29 U.S.C. Section 651 et seq.

(c)                                   “ Hazardous Material(s) ” shall mean any substance which is (i) defined as a hazardous substance, hazardous material, hazardous waste, pollutant, contaminant or words of similar import under any Environmental Law; (ii) a petroleum hydrocarbon, including crude

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oil or any fraction thereof; (iii) hazardous, toxic, corrosive, flammable, explosive, infectious, radioactive, carcinogenic or a reproductive toxicant; or (iv) regulated pursuant to any Environmental Law.

(d)                                  “ Release ” shall mean any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing into the environment (including the abandonment or discarding of barrels, containers, and other receptacles containing any hazardous materials).

(e)                                   No modification, revocation, reissuance, alteration, transfer or amendment of any environmental permits, or any review by, or approval of, any third party under any environmental permits is required in connection with the execution or delivery of this Agreement or the consummation of the transactions contemplated hereby or the continuation of the business of Company as currently conducted.

(f)                                     Company has not assumed, contractually or by operation of law, any liabilities or obligations under any Environmental Laws except, in the case of those assumed by operation of law, those assumed which in and of themselves (and irrespective of any contribution or indemnification rights) could not reasonably be expected to expose Company to liability in excess of $25,000.

(g)                                  Seller and Company have delivered or made available in the Data Room to Purchaser all environmental surveys and reports (including any “Phase 1” or “Phase 2” reports) in their possession or available to them.

2.17                            Taxes .  Except as set forth in Schedule 2.17 hereto, (i) all federal, state, foreign and local Tax returns and Tax reports (including information returns) required to be filed by Company have been filed with the appropriate Governmental Entities in all jurisdictions in which such returns and reports are required to be filed, and all such returns and reports are, in all material respects, complete, accurate and in accordance with all legal requirements applicable thereto; (ii) all federal, state, foreign and material local income, profits, franchise, sales, use, occupation, property, excise, withholding and other Taxes, duties, charges and assessments (including interest and penalties) due from Company, (A) have been fully paid or adequately provided for on the books and financial statements of Company in accordance with GAAP or (B) are disclosed on Schedule 2.17 and are being contested in good faith by appropriate proceedings; (iii) Company has not received any written notice or inquiry from the Internal Revenue Service or