BE REQUIRED TO PROVIDE, OR ACCELERATE THE VESTING OF, ANY
PAYMENTS, BENEFITS, OR EQUITY RIGHTS UPON THE OCCURRENCE OF THE MERGER OR ANY
OTHER TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT;
(II)
ANY AGREEMENT THAT PROVIDES FOR
INDEMNIFICATION OF ANY OFFICER, DIRECTOR, EMPLOYEE, OR AGENT OF THE COMPANY OR
ANY COMPANY SUBSIDIARY;
(III)
ANY AGREEMENT IMPOSING ANY MATERIAL
RESTRICTION ON THE RIGHT OR ABILITY OF THE COMPANY OR ANY COMPANY SUBSIDIARY, OR
THAT, TO THE COMPANY'S KNOWLEDGE, AS A RESULT OF THE MERGER, WOULD IMPOSE A
RESTRICTION ON THE RIGHT OR ABILITY OF PARENT OR ANY OF ITS SUBSIDIARIES, TO
COMPETE IN ANY LINE OF BUSINESS OR IN ANY GEOGRAPHIC REGION WITH ANY OTHER
PERSON OR TO TRANSACT BUSINESS OR DEAL IN ANY OTHER MANNER WITH ANY OTHER
PERSON;
(IV)
ANY AGREEMENT THAT CONTEMPLATES OR INVOLVES
THE PAYMENT OR DELIVERY OF CASH OR OTHER CONSIDERATION IN AN AMOUNT OR HAVING A
VALUE IN EXCESS OF FIFTY THOUSAND DOLLARS ($50,000) IN THE AGGREGATE OR
CONTEMPLATES OR INVOLVES THE PERFORMANCE OF SERVICES HAVING A VALUE IN EXCESS OF
FIFTY THOUSAND DOLLARS ($50,000) IN THE AGGREGATE;
(V)
ANY AGREEMENT OF PARTNERSHIP OR JOINT
VENTURE, LIMITED LIABILITY COMPANY OR OPERATING AGREEMENT THAT WOULD GIVE RISE
TO AN OBLIGATION ON THE PART OF THE COMPANY TO FORM A JOINT VENTURE OR TO
ACQUIRE SECURITIES OF A THIRD PARTY; AND
(VI)
ANY OTHER CONTRACT, AGREEMENT, OR COMMITMENT
NOT OTHERWISE LISTED IN SCHEDULE 6.17, (A) THE TERMINATION OF WHICH WOULD CAUSE
A COMPANY MATERIAL ADVERSE EFFECT, OR (B) THAT, IF NO REQUIRED CONSENT REGARDING
THE MERGER OR OTHER
35
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IS OBTAINED, WOULD HAVE A COMPANY
MATERIAL ADVERSE EFFECT OR A MATERIAL ADVERSE EFFECT ON PARENT'S ABILITY TO
OPERATE THE BUSINESS OF THE COMPANY OR ANY COMPANY SUBSIDIARY IN THE SAME MANNER
AS THE BUSINESS OF THE COMPANY AND THE COMPANY SUBSIDIARIES IS CURRENTLY
OPERATED.
(B)
EACH CONTRACT IS IN FULL FORCE AND EFFECT
AND IS A VALID AND BINDING OBLIGATION OF THE COMPANY, AND NEITHER THE COMPANY
NOR, TO THE KNOWLEDGE OF THE COMPANY, ANY OTHER PARTY THERETO IS IN BREACH OF,
OR DEFAULT UNDER, ANY SUCH CONTRACT, EXCEPT FOR SUCH FAILURES TO BE IN FULL
FORCE AND EFFECT AND SUCH BREACHES AND DEFAULTS THAT, INDIVIDUALLY OR IN THE
AGGREGATE, WOULD NOT REASONABLY BE EXPECTED TO HAVE A COMPANY MATERIAL ADVERSE
EFFECT.
AS OF THE DATE HEREOF, NONE OF THE PARTIES TO ANY OF THE CONTRACTS
IDENTIFIED IN SCHEDULE 6.17 HAS EXPRESSED IN WRITING AN INTENT TO TERMINATE OR
MATERIALLY REDUCE THE AMOUNT OF ITS BUSINESS WITH COMPANY IN THE FUTURE. TRUE
AND CORRECT COPIES OF EACH OF THE CONTRACTS, AND ALL AMENDMENTS AND
MODIFICATIONS THEREOF, HAVE BEEN MADE AVAILABLE TO PARENT.
(C)
THE COMPANY AND THE COMPANY SUBSIDIARIES
ARE NOT IN BREACH OR VIOLATION OF OR IN DEFAULT IN THE PERFORMANCE OR OBSERVANCE
OF ANY TERM OR PROVISION OF, AND NO EVENT HAS OCCURRED WHICH, WITH NOTICE OR
LAPSE OF TIME OR ACTION BY A THIRD PARTY, COULD RESULT IN A DEFAULT