COLLECTION OF ACCOUNTS RECEIVABLE IN
CONTEMPLATION OF THIS AGREEMENT OR OTHERWISE NOT IN THE ORDINARY COURSE OF
BUSINESS CONSISTENT WITH PAST PRACTICE;
(N)
ANY BONUS PAYMENTS, SALARY INCREASES, COMMISSION INCREASES OR
MODIFICATIONS, THE EXECUTION OF ANY EMPLOYMENT AGREEMENT, SEVERANCE ARRANGEMENT,
OR CONSULTING ARRANGEMENT OR PLAN (OR ANY AMENDMENT THERETO), EXCEPT AS
CONTEMPLATED IN SECTION 6.12(C) OR SET FORTH ON SCHEDULE 4.9;
(O)
ANY WAIVER OF ANY RIGHTS THAT, SINGLY OR IN THE AGGREGATE, ARE
MATERIAL TO THE BUSINESS OF ANY OF THE SUBJECT COMPANIES, ITS ASSETS OR THE
FINANCIAL CONDITION OR RESULTS OF OPERATIONS OF THE SUBJECT COMPANIES;
21
(P)
ANY LABOR STRIKES OR DISRUPTIONS, UNION ORGANIZATIONAL ACTIVITIES
OR OTHER SIMILAR OCCURRENCE; OR
(Q)
ANY CONTRACT OR COMMITMENT TO DO OR CAUSE TO BE DONE ANY OF THE
FOREGOING.
SECTION 4.10
CONTRACTS AND COMMITMENTS.
SCHEDULE 4.10 LISTS ALL AGREEMENTS,
COMMITMENTS, CONTRACTS, UNDERTAKINGS OR UNDERSTANDINGS (A) TO WHICH ANY OF THE
SUBJECT COMPANIES IS A PARTY AS OF THE DATE OF THIS AGREEMENT OR (B) WHICH
RELATE TO ANY OF ITS PROPERTIES OR ASSETS, INCLUDING, BUT NOT LIMITED TO,
TRADEMARK, TRADE NAME OR PATENT LICENSE AGREEMENTS, SOFTWARE LICENSE AGREEMENTS
(OTHER THAN FOR OFF-THE-SHELF SOFTWARE), SERVICE AGREEMENTS, LEASES, CHARTERS,
CONTRACTS OF AFFREIGHTMENT, PURCHASE OR SALE AGREEMENTS, SUPPLY AGREEMENTS,
DISTRIBUTION OR DISTRIBUTOR AGREEMENTS, PURCHASE ORDERS, CUSTOMER ORDERS AND
EQUIPMENT RENTAL AGREEMENTS THAT, IN THE CASE OF EITHER CLAUSE (A) OR (B), ARE
EITHER MATERIAL TO THE SUBJECT COMPANIES OR INVOLVE CONSIDERATION WITH A VALUE
OF $10,000 OR MORE.
EXCEPT AS SET FORTH IN SCHEDULE 4.10, NONE OF THE SUBJECT
COMPANIES IS IN BREACH OF OR DEFAULT UNDER ANY AGREEMENT, LEASE, CONTRACT OR
COMMITMENT LISTED OR OF A TYPE REQUIRED TO BE LISTED ON SCHEDULE 4.10
(COLLECTIVELY, THE "CONTACTS").
EACH CONTRACT IS VALID, BINDING AND IN FULL
FORCE AND EFFECT AND IS AN ENFORCEABLE AGREEMENT OF THE APPLICABLE SUBJECT
COMPANY AND, TO THE KNOWLEDGE OF SELLERS, THE OTHER PARTIES THERETO.
EXCEPT AS
SET FORTH IN SCHEDULE 4.10, TO THE KNOWLEDGE OF SELLERS, THERE HAS NOT OCCURRED
ANY BREACH OR DEFAULT UNDER ANY CONTRACT ON THE PART OF THE OTHER PARTIES
THERETO, AND NO EVENT HAS OCCURRED WHICH WITH THE GIVING OF NOTICE OR THE LAPSE
OF TIME, OR BOTH, WOULD CONSTITUTE A DEFAULT UNDER ANY CONTRACT.
EXCEPT AS SET
FORTH IN SCHEDULE 4.10, THERE IS NO DISPUTE BETWEEN THE PARTIES TO ANY CONTRACT
AS TO THE INTERPRETATION THEREOF OR AS TO WHETHER ANY PARTY IS IN BREACH OR
DEFAULT THEREUNDER, AND NO PARTY TO ANY CONTRACT HAS INDICATED TO ANY OF THE
SUBJECT COMPANIES ITS INTENTION TO TERMINATE ANY CONTRACT.
NONE OF THE SUBJECT
COMPANIES IS A PARTY TO ANY COVENANT OR OBLIGATION OF ANY NATURE LIMITING THE
FREEDOM OF ANY OF THE SUBJECT COMPANIES TO COMPETE IN ANY LINE OF BUSINESS AND
BINDING ON BUYER AFTER THE CLOSING.
COMPLETE AND CORRECT COPIES OF ALL
CONTRACTS LISTED OR REFERRED TO IN SCHEDULE 4.10 HAVE EITHER BEEN MADE AVAILABLE
TO BUYER OR, IF NOT PROVIDED BECAUSE OF PENDING ANTITRUST MATTERS OR
CONFIDENTIALITY REQUIREMENTS, SHALL