UNDERWRITER OR CONDUIT TO OTHER BENEFICIAL OWNERS OR SUBSEQUENT PURCHASERS.
4.25
BROKERS.
EXCEPT AS SET FORTH ON SCHEDULE 4.25, NEITHER LITMUS NOR
THE SHAREHOLDERS NOR THE NON-PARTY SHAREHOLDERS HAVE EMPLOYED ANY FINANCIAL
ADVISOR, BROKER, FINDER, CONSULTANT OR ADVISOR, AND NEITHER LITMUS NOR THE
SHAREHOLDERS NOR THE NON-PARTY SHAREHOLDERS HAVE INCURRED NOR WILL INCUR ANY
BROKER'S, FINDER'S, INVESTMENT BANKING, CONSULTANT, ADVISORY OR SIMILAR FEES,
COMMISSIONS OR EXPENSES IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.
4.26
BANKS AND BROKERAGE ACCOUNTS.
SCHEDULE 4.26 SETS FORTH (1) A TRUE
AND COMPLETE LIST OF THE NAMES AND LOCATIONS OF ALL BANKS, TRUST COMPANIES,
SECURITIES BROKERS AND OTHER FINANCIAL INSTITUTIONS AT WHICH LITMUS OR ANY OF
ITS SUBSIDIARIES HAS AN ACCOUNT OR SAFETY DEPOSIT BOX OR MAINTAINS A BANKING,
CUSTODIAL, TRADING OR OTHER SIMILAR RELATIONSHIP, (2) A TRUE AND COMPLETE LIST
AND DESCRIPTION OF EACH ACCOUNT, SAFETY DEPOSIT BOX AND RELATIONSHIP, INDICATING
IN EACH CASE THE ACCOUNT NUMBER, THE NAMES OF THE RESPECTIVE OFFICERS,
EMPLOYEES, AGENTS OR OTHER SIMILAR REPRESENTATIVES OF LITMUS OR ANY OF ITS
SUBSIDIARIES HAVING SIGNATORY POWER WITH RESPECT THERETO AND THE CURRENT
BALANCES IN THE ACCOUNTS OR SAFETY DEPOSIT BOXES, AND (3) A LIST OF EACH
DEBENTURE, NOTE, AND OTHER EVIDENCE OF INDEBTEDNESS, STOCK, SECURITY (INCLUDING
RIGHTS TO PURCHASE AND DERIVATIVE SECURITIES OR RIGHTS), INTERESTS IN JOINT
VENTURES AND GENERAL AND LIMITED PARTNERSHIPS, MORTGAGE LOANS AND OTHER
INVESTMENT OR PORTFOLIO ASSETS OWNED OF RECORD OR BENEFICIALLY BY LITMUS, THE
LEGAL NAME OF THE RECORD AND BENEFICIAL OWNER THEREOF, THE LOCATION OF THE
CERTIFICATES, IF ANY, OR ANY OF ITS SUBSIDIARIES THEREFOR, THE MATURITY DATE, IF
ANY, AND ANY STOCK OR BOND POWERS OR OTHER AUTHORITY FOR TRANSFER GRANTED WITH
RESPECT THERETO.
4.27
INDEBTEDNESS AND LIABILITIES.
ON THE CLOSING DATE, LITMUS AND ITS
SUBSIDIARIES WILL BE FREE AND CLEAR OF ALL MATERIAL INDEBTEDNESS AND
LIABILITIES, INCLUDING BUT NOT LIMITED TO LIENS, OBLIGATIONS, CLAIMS AND
ENCUMBRANCES, ACTUAL OR CONTINGENT, KNOWN OR UNFORESEEN, INCLUDING BUT NOT
LIMITED TO BANK LOANS, SHAREHOLDER LOANS, PAYROLL CLAIMS, BONUS AND COMMISSION
CLAIMS, UNPAID PAYROLL TAXES, OTHER UNPAID TAXES, PENSION OBLIGATIONS,
EMPLOYMENT DISCRIMINATION CLAIMS, SEXUAL HARASSMENT CLAIMS, BREACH OF CONTRACT
CLAIMS, CREDIT CARD CHARGEBACKS, LAWSUITS, STOCK OPTIONS, STOCK WARRANTS,
PHANTOM STOCK PLANS, STOCK APPRECIATION RIGHTS OR PLANS, DEFERRED COMPENSATION
AGREEMENTS, PURCHASE AGREEMENTS THAT CANNOT BE CANCELLED BY LITMUS AT ANY TIME,
CONSULTING AGREEMENTS, EMPLOYMENT AGREEMENTS (OTHER THAN THE EMPLOYMENT
AGREEMENTS REFERRED TO IN SECTION 9.1(H)(4)), SEVERANCE AGREEMENTS OR "CHANGE OF
CONTROL" AGREEMENTS OF ANY NATURE, AND ANY OTHER LIABILITIES OF ANY NATURE
WHATSOEVER (COLLECTIVELY, "CLAIMS OF ANY NATURE") EXCEPTING ONLY THOSE
LIABILITIES SHOWN ON THE LITMUS AUDITED CONSOLIDATED BALANCE SHEET AS OF
SEPTEMBER 30, 2005 INCLUDED IN THE COMPANY FINANCIALS, AS PREVIOUSLY PROVIDED BY
THE SHAREHOLDERS TO THK, SUBJECT ONLY TO MINOR ADJUSTMENTS IN LIABILITY LINE
ITEMS INCURRED IN THE
29
ORDINARY COURSE OF THE BUSINESS FROM SEPTEMBER 30, 2005 UNTIL THE CLOSING DATE
(THE "APPROVED LIABILITIES").
4.28
CONTRACTS.
SCHEDULE 4.28 SETS FORTH A LIST OF ALL OF THE FOLLOWING
CONTRACTS TO WHICH LITMUS OR ANY OF