INVOLVING PAYMENTS BY OR TO THE COMPANY, REASONABLY EXPECTED BY
THE COMPANY TO BE MORE THAN $250,000 IN ANY TWELVE (12) MONTH PERIOD;
12
(II)
ANY NOTE, MORTGAGE, INDENTURE, LETTER OF CREDIT, OBLIGATION,
AGREEMENT, INSTRUMENT OR OTHER CONTRACT FOR OR RELATING TO INDEBTEDNESS FOR
MONEY BORROWED, OR ANY GUARANTEE BY THE COMPANY OF THIRD-PARTY OBLIGATIONS OF
$100,000 OR MORE OR ANY CONTRACT PROVIDING FOR THE CREATION OF ANY ENCUMBRANCE
(OTHER THAN PERMITTED ENCUMBRANCES);
(III)
ANY COLLECTIVE BARGAINING AGREEMENT OR OTHER CONTRACT WITH ANY
LABOR UNION OR ASSOCIATION REPRESENTING EMPLOYEES OF SUCH COMPANY;
(IV)
ANY JOINT VENTURE, PARTNERSHIP OR LIMITED LIABILITY COMPANY
AGREEMENT OR SIMILAR CONTRACT.
(V)
ANY CONTRACT TO WHICH A CURRENT OR FORMER OFFICER, EMPLOYEE,
DIRECTOR, STOCKHOLDER, MANAGER OR MEMBER OF THE COMPANY, WHICH INVOLVES AN
ANNUAL PAYMENT OF MORE THAN $100,000;
(VI)
ANY CONTRACT PURSUANT TO WHICH THE COMPANY SELLS, MARKETS OR
DISTRIBUTES ITS PRODUCTS OR SERVICES WHICH INVOLVES REVENUES IN EXCESS OF
$250,000;
(VII)
ANY CONTRACT WHICH CONTAINS ANY NON-SOLICITATION, NON-COMPETITION,
CONFIDENTIALITY OR SIMILAR OBLIGATIONS OR WHICH OTHERWISE PROHIBITS THE COMPANY
FROM FREELY PROVIDING ANY SERVICES OR SUPPLYING PRODUCTS TO ANY CUSTOMER OR
POTENTIAL CUSTOMER ANYWHERE IN THE WORLD;
(VIII)
ANY CONTRACT UNDER WHICH ANY REAL OR PERSONAL PROPERTY IS
LICENSED, LEASED OR SUBLEASED, INCLUDING WITHOUT LIMITATION THE LEASES; EXCEPT
FOR ANY LEASE OF PERSONAL PROPERTY UNDER WHICH THE AGGREGATE ANNUAL RENTAL
PAYMENTS DO NOT EXCEED $50,000;
(IX)
ANY CONTRACT NOT ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS
CONSISTENT WITH PAST PRACTICE AND INVOLVING AGGREGATE PAYMENTS IN EXCESS OF
$100,000;
(X)
ANY CONTRACT WITH A TERM OF MORE THAN SIX MONTHS OR WITHOUT A
SPECIFIED TERM WHICH, IN EITHER CASE, IS NOT TERMINABLE BY THE COMPANY UPON LESS
THAN 30 DAYS' NOTICE WITHOUT PENALTY AND WHICH, IN EITHER CASE, INVOLVES
AGGREGATE ANNUAL CONSIDERATION IN EXCESS OF $100,000;
(XI)
ANY CONTRACT RELATING TO ANY OUTSTANDING COMMITMENT FOR CAPITAL
EXPENDITURES IN EXCESS OF $100,000;
(XII)
ANY CONTRACT FOR THE ACQUISITION OR DISPOSITION, DIRECTLY OR
INDIRECTLY, OF ANY MATERIAL ASSETS, CAPITAL STOCK OR EQUITY OF ANY PERSON; OR
(XIII)
ANY CONTRACT PURSUANT TO WHICH ANY BUSINESS INTELLECTUAL PROPERTY
RIGHTS ARE LICENSED TO ANY PERSON, OR PURSUANT TO WHICH A PERSON HAS LICENSED,
TRANSFERRED, SOLD OR DISTRIBUTED ANY INTELLECTUAL PROPERTY TO THE COMPANY (OTHER
THAN LICENSES OF STANDARD OFF-THE-SHELF SOFTWARE AND OTHER LICENSES AND SALES
FOR AN AGGREGATE PURCHASE PRICE OF LESS THAN $10,000).
13
(B)
EXCEPT AS SET FORTH IN SCHEDULE 3.8(B) OF THE DISCLOSURE SCHEDULE,
EACH OF THE SCHEDULED CONTRACTS IS VALID, BINDING AND ENFORCEABLE AGAINST THE
COMPANY AND, TO THE COMPANY'S KNOWLEDGE, AGAINST ALL OTHER PARTIES THERETO, IN
EACH CASE IN ACCORDANCE WITH THEIR RESPECTIVE TERMS.
EXCEPT AS SET FORTH IN
SCHEDULE 3.8(B) OF THE DISCLOSURE SCHEDULE, WITH RESPECT TO EACH SCHEDULED
CONTRACT, THE COMPANY HAS PERFORMED ALL MATERIAL OBLIGATIONS REQUIRED TO BE
PERFORMED BY IT THEREUNDER AND NEITHER THE COMPANY NOR, TO THE KNOWLEDGE OF THE
COMPANY, ANY OTHER PERSON WHICH IS A PARTY TO ANY SCHEDULED CONTRACT, IS IN
MATERIAL BREACH OF OR