ON UNDER THE AGREEMENT OR CONSENT OF ANY OTHER PERSON NOR IS
THERE ANY AGREEMENT WITH ANY OTHER PERSON WHICH SIGNIFICANTLY RESTRICTS THE
FIELDS IN WHICH THE CORPORATIONS' BUSINESS MAY BE CARRIED ON.
(D)
NO DISCLOSURE HAS BEEN MADE TO ANY PERSON OF
THE KNOW-HOW OR FINANCIAL OR TRADE SECRETS OF THE CORPORATIONS, EXCEPT IN THE
ORDINARY COURSE OF BUSINESS AND ON THE EXPECTATION THAT SUCH DISCLOSURE IS TO BE
TREATED AS BEING OF A CONFIDENTIAL NATURE.
(E)
EXCEPT AS SET FORTH ON SCHEDULE 4.12(E):
(I) NONE OF THE PROCESSES CURRENTLY USED BY THE CORPORATIONS OR ANY OF THE
PROPERTIES, PRODUCTS OR SERVICES CURRENTLY SOLD BY THE CORPORATIONS OR ANY
INTELLECTUAL PROPERTY INFRINGES THE INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER
PERSON; AND (II) NEITHER THE CORPORATIONS NOR ANY SELLER HAS RECEIVED ANY NOTICE
OF ADVERSE CLAIM
24
OR THREAT OF ADVERSE CLAIM BY ANY PERSON WITH RESPECT THERETO, AND, TO THE
KNOWLEDGE OF SELLERS OR THE CORPORATIONS, NO BASIS EXISTS FOR ANY SUCH CLAIM.
SECTION 4.13
CONTRACTS.
(A)
SCHEDULE 4.13(A) CONTAINS AN ACCURATE AND
COMPLETE LIST, AND THE CORPORATIONS HAVE MADE AVAILABLE TO BUYER ACCURATE AND
COMPLETE SUMMARIES OR COPIES, OF:
(I)
EACH CONTRACT BETWEEN EITHER CORPORATION
AND A RELATED PARTY;
(II)
EACH CONTRACT THAT INVOLVES PERFORMANCE OF
SERVICES OR DELIVERY OF GOODS OR MATERIALS BY EITHER CORPORATION OR TO EITHER
CORPORATION, AS THE CASE MAY BE, (A) OF AN AMOUNT OR VALUE IN EXCESS OF
CDN$100,000.00 AND (B) THAT IS NOT CANCELABLE WITH NO MORE THAN 90 DAYS NOTICE;
(III)
EACH CONTRACT OF EITHER CORPORATION THAT WAS
NOT ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS AND THAT INVOLVES
EXPENDITURES OR RECEIPTS OF SUCH CORPORATION IN EXCESS OF CDN$25,000.00;
(IV)
EACH CONTRACT OF EITHER CORPORATION AFFECTING
THE OWNERSHIP OF, LEASING OF, TITLE TO, USE OF
OR ANY LEASEHOLD OR OTHER
INTEREST IN ANY REAL OR PERSONAL PROPERTY (EXCEPT PERSONAL PROPERTY LEASES AND
INSTALLMENT AND CONDITIONAL SALES AGREEMENTS HAVING A VALUE PER ITEM OR
AGGREGATE PAYMENTS OF LESS THAN CDN$25,000.00 AND WITH A TERM OF LESS THAN ONE
YEAR);
(V)
EACH CONTRACT OF EITHER CORPORATION WITH ANY
LABOR UNION OR OTHER EMPLOYEE REPRESENTATIVE OF A GROUP OF EMPLOYEES RELATING TO
WAGES, HOURS AND OTHER CONDITIONS OF EMPLOYMENT;
(VI)
EACH CONTRACT (HOWEVER NAMED) INVOLVING AN
EXPRESS PROVISION FOR THE SHARING OF PROFITS, LOSSES, COSTS OR LIABILITIES BY
EITHER CORPORATION WITH ANY OTHER PERSON RATHER THAN DIRECT PAYMENTS FOR GOODS
OR SERVICES;
(VII)
EACH CONTRACT CONTAINING EXPRESS COVENANTS THAT
RESTRICT EITHER CORPORATION'S BUSINESS ACTIVITIES OR THE ABILITY COMPETE WITH
ANY PERSON;
(VIII)
EACH CONTRACT PROVIDING FOR PAYMENTS TO OR BY
EITHER CORPORATION BASED ON SALES, PURCHASES OR PROFITS, OTHER THAN DIRECT
PAYMENTS FOR GOODS OR SERVICES;
(IX)
EACH POWER OF ATTORNEY OF EITHER CORPORATION
THAT IS CURRENTLY EFFECTIVE AND OUTSTANDING;
(X)
EACH CONTRACT ENTERED INTO OTHER THAN IN THE
ORDINARY COURSE OF BUSINESS THAT CONTAINS OR PROVIDES FOR AN EXPRESS UNDERTAKING
BY EITHER CORPORATION TO BE RESPONSIBLE FOR CONSEQUENTIAL DAMAGES;
(XI)
EACH CONTRACT FOR CAPITAL EXPENDITURES BY
EITHER CORPORATION IN EXCESS