·         Seller represents and warrants the following to be true in all material respects:

·         Organization and Authority of Seller:  Seller is a corporation duly organized, validly existing, and in good standing under the laws of the state of Michigan

·         Corporate Authority of Seller:  The execution, delivery, and performance of this agreement by Seller does not, and the consummation of the transactions contemplated will not, except as otherwise noted in this agreement or its schedules, (a) result in a material breach of any provision of, or constitute a material default under, the articles of incorporation or bylaws of Seller, or any agreement or instrument to which Seller is a party or by which it is bound, or (b) require the consent or approval of any other person or governmental agency or authority.  All requisite consents of third parties have been obtained or will be obtained as soon as reasonably possible after the effective date.  This agreement is valid and enforceable against Seller in accordance with its terms.

·         Tax Liabilities:  Seller has filed or will file all federal, state, county and local tax returns that are required to be filed by it before the effective date an has paid or will pay all taxes that have become due pursuant to such returns or pursuant to any assessment that has become payable before the effective date, provided nothing in this agreement shall prevent Seller from contesting in good faith any tax.

·         Title to Property:  Seller has good and marketable title to all of the assets, subject to no liens, mortgages, pledges, security interests, encumbrances, or charges of any kind except for the lien of taxes not yet due and for imperfections of title and encumbrances that are not substantial in character, amount, or extent and that do not materially detract from the value of or interfere with the present or contemplated use of the properties affected by them or otherwise materially impair the business operations of Seller.

·         Litigation: To Seller’s knowledge, there are no lawsuits, proceedings, or governmental investigations pending or threatened against Seller that relate to the selected assets.

·         NO WARRANTY AS TO CONDITION:  OTHER THAN THOSE WARRANTIES EXPLICITLY LISTED ON THE FACE OF THIS DOCUMENT, SELLER MAKES NO WARRANTIES AS TO THE CONDITION OF THE GOODS.  ALL GOODS ARE SOLD “AS IS,” AND SELLER MAKES NO WARRANTY AS TO THE CONDITION OF THE GOODS.

·         NO IMPLIED WARRANTY OF MERCHANTABILITY:  SELLER HEREBY EXPLICITLY DISCLAIMS, AND BUYER HEREBY EXPLICITLY WAVES, ANY WARRANTY OF MERCHANTABILITY, EITHER EXPRESS OR IMPLIED ON THE GOODS SOLD.  ALL GOODS SOLD BY SELLER SHALL BE “AS IS.”  THERE ARE NO WARRANTIES TO THE GOODS SOLD WHICH EXTEND BEYOND THE DESCRIPTION OF THE FACE HEREOF.

·         NO IMPLIED WARRANT OF FITNESS:  SELLER HEREBY EXPLICITLY DISCLAIMS, AND BUYER HEREBY EXPLICITLY WAVES, ANY AND ALL WARRANTIES OF FITNESS, EITHER EXPRESS OR IMPLIED, ON THE GOODS SOLD.  BUYER EXPLICITLY ACCEPTS THE GOODS “AS IS.”  THERE ARE NO WARRANTIES TO THE GOODS SOLD WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF.

• As used in this section, Seller’s knowledge or words of similar import will mean and be limited to the personal actual knowledge of the corporate officers of Seller.  Nothing contained in this agreement will create or impose any personal liability on these individuals, nor will they be deemed under any circumstances to be parties to this agreement.