PROVIDING FOR PAYMENT
BY THE COMPANY OF $300,000 OR MORE ANNUALLY OR MADE WITH AN AFFILIATE OF THE
COMPANY;
(XII)
EXCEPT PURSUANT TO ANY SALE OF PRODUCTS OR SERVICES IN THE
ORDINARY COURSE OF BUSINESS, ANY WARRANTY, GUARANTY OR OTHER SIMILAR UNDERTAKING
WITH RESPECT TO ANY CONTRACTUAL PERFORMANCE (INCLUDING ANY LIQUIDATED DAMAGE OR
PERFORMANCE PENALTY PROVISIONS) OR AGREEMENT TO INDEMNIFY ANY PERSON (OTHER THAN
IN CONNECTION WITH ANY LEASES AND SUBLEASES) FOR WHICH THE COMPANY HAS LIABILITY
OR POTENTIAL LIABILITY OF $500,000 OR MORE;
(XIII)
ANY MANAGEMENT EMPLOYMENT AGREEMENT OR DEFERRED COMPENSATION,
SEVERANCE, BONUS OR RETIREMENT AGREEMENT OR PLAN IN EFFECT AS OF THE DATE HEREOF
(INCLUDING IN RESPECT OF ANY ADVANCES OR LOANS TO ANY EMPLOYEES) AND ENTERED
INTO OR ADOPTED BY THE COMPANY;
(XIV)
ANY CONTRACT INVOLVING FOREIGN CURRENCY TRANSACTIONS ENTERED INTO
FOR THE PURPOSE OF HEDGING ANY CURRENCY OR PRICING RISK; OR
(XV)
ANY OTHER AGREEMENT, COMMITMENT, ARRANGEMENT OR PLAN NOT MADE IN
THE ORDINARY COURSE OF BUSINESS OF THE COMPANY THAT PROVIDES FOR THE PAYMENT BY
OR TO THE COMPANY OF $300,000 OR MORE ANNUALLY THAT MAY NOT BE TERMINATED BY THE
COMPANY WITHOUT PENALTY ON LESS THAN 90 DAYS' PRIOR NOTICE.
(B)
EXCEPT AS SET FORTH IN SCHEDULE 4.11(B), EACH CONTRACT DISCLOSED IN
SCHEDULE 4.11(A) IS A VALID AND BINDING AGREEMENT OF THE COMPANY AND, TO THE
COMPANY'S KNOWLEDGE, EACH OTHER PARTY THERETO, ENFORCEABLE IN ACCORDANCE WITH
ITS RESPECTIVE TERMS, EXCEPT AS SUCH ENFORCEMENT MAY BE LIMITED BY BANKRUPTCY,
INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER SIMILAR LAWS AFFECTING
ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY AND BY GENERAL PRINCIPLES OF EQUITY
(WHETHER APPLIED IN A PROCEEDING AT LAW OR IN EQUITY).
EXCEPT AS SET FORTH IN
SCHEDULE 4.11(B), NEITHER THE COMPANY NOR, TO THE COMPANY'S KNOWLEDGE, ANY OTHER
PARTY TO ANY SUCH CONTRACT IS IN DEFAULT OR BREACH (WITH OR WITHOUT DUE NOTICE
OR LAPSE OF TIME OR BOTH) IN ANY MATERIAL RESPECT UNDER THE TERMS OF ANY SUCH
CONTRACT.
THE COMPANY HAS DELIVERED OR MADE AVAILABLE TO PURCHASER TRUE AND
COMPLETE ORIGINALS OR COPIES OF ALL CONTRACTS DISCLOSED IN SCHEDULE 4.11(A).
SECTION 4.12
INSURANCE COVERAGE.
SCHEDULE 4.12 CONTAINS A LIST OF ALL OF THE
INSURANCE POLICIES AND FIDELITY BONDS COVERING THE ASSETS, BUSINESS, OPERATIONS,
EMPLOYEES, OFFICERS AND DIRECTORS OF THE COMPANY.
THERE IS NO MATERIAL CLAIM BY
THE COMPANY PENDING UNDER ANY OF SUCH POLICIES OR BONDS AS TO WHICH COVERAGE HAS
BEEN QUESTIONED, DENIED OR DISPUTED IN WRITING BY THE UNDERWRITERS OF SUCH
POLICIES OR BONDS.
ALL PREMIUMS DUE AND PAYABLE UNDER ALL SUCH POLICIES AND
BONDS HAVE BEEN PAID AND THE COMPANY HAS COMPLIED WITH THE TERMS AND CONDITIONS
OF ALL SUCH POLICIES AND BONDS IN ALL MATERIAL RESPECTS.
TO THE COMPANY'S
KNOWLEDGE, SUCH POLICIES OF INSURANCE AND BONDS (OR OTHER POLICIES AND BONDS
PROVIDING SUBSTANTIALLY SIMILAR INSURANCE COVERAGE) ARE IN FULL FORCE AND
EFFECT.
TO THE COMPANY'S KNOWLEDGE, SINCE THE LAST RENEWAL DATE OF ANY
INSURANCE POLICY, THERE HAS BEEN NO WRITTEN NOTICE
22
OF ANY MATERIAL ADVERSE CHANGE IN THE RELATIONSHIP OF