PENALTY OR INVOLVING MORE THAN $50,000;
(VIII)
AGREEMENTS RELATING TO THE OWNERSHIP OF, INVESTMENTS IN OR LOANS
AND ADVANCES TO ANY PERSON, INCLUDING INVESTMENTS IN JOINT VENTURES AND MINORITY
EQUITY INVESTMENTS;
(IX)
LICENSE, ROYALTY, INDEMNIFICATION OR OTHER AGREEMENT WITH RESPECT
TO ANY (INTELLECTUAL PROPERTY RIGHTS OTHER THAN MASS-MARKETED SOFTWARE WITH A
REPLACEMENT COST AND/OR ANNUAL LICENSE FEE OF LESS THAN $25,000);
(X)
AGENT, SALES REPRESENTATIVE, SALES OR DISTRIBUTION AGREEMENT;
(XI)
POWER OF ATTORNEY OR OTHER SIMILAR AGREEMENT OR GRANT OF AGENCY;
(XII)
CONTRACT OR AGREEMENT PROHIBITING IT FROM FREELY ENGAGING IN ANY
BUSINESS OR COMPETING ANYWHERE IN THE WORLD, INCLUDING, WITHOUT LIMITATION, ANY
NONDISCLOSURE OR CONFIDENTIALITY AGREEMENTS;
(XIII)
AGREEMENT UNDER WHICH IT HAS GRANTED ANY PERSON ANY REGISTRATION
RIGHTS;
(XIV)
AGREEMENT UNDER WHICH THE CONSEQUENCES OF A DEFAULT OR TERMINATION
COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT; OR
(XV)
AGREEMENT WHICH IS MATERIAL TO ITS OPERATIONS AND BUSINESS OR
INVOLVES A CONSIDERATION IN EXCESS OF $50,000 ANNUALLY, WHETHER OR NOT IN THE
ORDINARY COURSE OF BUSINESS.
(B)
ALL OF THE CONTRACTS, AGREEMENTS AND INSTRUMENTS SET FORTH OR REQUIRED TO
BE SET FORTH ON SCHEDULE 2.13 (COLLECTIVELY, THE "MATERIAL CONTRACTS") ARE
VALID, BINDING AND ENFORCEABLE IN ACCORDANCE WITH THEIR RESPECTIVE TERMS EXCEPT
AS THE ENFORCEABILITY THEREOF MAY BE LIMITED BY (A) APPLICABLE BANKRUPTCY,
INSOLVENCY, MORATORIUM, REORGANIZATION, FRAUDULENT CONVEYANCE OR SIMILAR LAWS IN
EFFECT WHICH AFFECT THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY
19
OR (B) GENERAL PRINCIPLES OF EQUITY, WHETHER CONSIDERED IN A PROCEEDING AT LAW
OR IN EQUITY.
EACH OF THE MATERIAL CONTRACTS SHALL BE IN FULL FORCE AND EFFECT
WITHOUT PENALTY IN ACCORDANCE WITH ITS TERMS UPON CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY.
NEITHER THE COMPANY NOR ANY OF THE COMPANY'S
SUBSIDIARIES IS IN DEFAULT UNDER OR IN BREACH OF, OR IN RECEIPT OF ANY CLAIM OF
DEFAULT OR BREACH UNDER, ANY MATERIAL CONTRACT.
NO EVENT HAS OCCURRED WHICH
WITH THE PASSAGE OF TIME OR THE GIVING OF NOTICE OR BOTH WOULD RESULT IN A
DEFAULT OR BREACH BY THE COMPANY OR ANY OF THE COMPANY'S SUBSIDIARIES UNDER ANY
MATERIAL CONTRACT; AND NONE OF THE COMPANY NOR SELLER HAS ANY KNOWLEDGE OF ANY
EXISTING OR THREATENED BREACH OR CANCELLATION BY THE OTHER PARTIES TO ANY
MATERIAL CONTRACT TO WHICH THE COMPANY OR ANY OF THE COMPANY'S SUBSIDIARIES IS A
PARTY.
EACH MATERIAL CONTRACT WILL CONTINUE TO BE IN FULL FORCE AND EFFECT ON
IDENTICAL TERMS FOLLOWING THE CLOSING.
(C)
BUYER HAS BEEN SUPPLIED WITH A TRUE, COMPLETE AND CORRECT COPY OF EACH
WRITTEN MATERIAL CONTRACT, TOGETHER WITH ALL AMENDMENTS, WAIVERS OR OTHER
CHANGES THERETO (ALL OF WHICH AMENDMENTS, WAIVERS OR OTHER CHANGES THERETO ARE
DESCRIBED ON SCHEDULE 2.13), AND TRUE AND ACCURATE DESCRIPTION OF THE TERMS AND
CONDITIONS OF EACH ORAL MATERIAL CONTRACT.
2.14.
INTELLECTUAL PROPERTY RIGHTS.
(A)
SCHEDULE 2.14(A) CONTAINS A TRUE, COMPLETE AND CORRECT LIST OF ALL
(I) PATENTED AND REGISTERED INTELLECTUAL PROPERTY RIGHTS (INCLUDING INTERNET
DOMAIN NAMES) OWNED, USED OR HELD FOR USE BY THE COMPANY OR ANY OF THE COMPANY'S
SUBSIDIARIES,
(II)