GOVERNMENTAL AUTHORITY
APPLICABLE TO THE BUSINESS (OTHER THAN ENVIRONMENTAL LAWS, WHICH ARE GOVERNED BY
SECTION 3.15).
(B)
EXCEPT AS DISCLOSED ON SCHEDULE 3.11(B) OF THE DISCLOSURE SCHEDULES:
(I)
THE MEMBERS OF THE SELLER GROUP HOLD ALL GOVERNMENTAL LICENSES
NECESSARY FOR THE OPERATION OF THE BUSINESS AS PRESENTLY CONDUCTED BY SELLER
GROUP (THE "LICENSES") (AS USED IN THIS AGREEMENT, THE TERM "LICENSES" SHALL NOT
BE DEEMED TO INCLUDE ANY ENVIRONMENTAL PERMITS OR ENVIRONMENTAL LAWS, REFERRED
TO IN SECTION 3.15);
(II)
TO THE KNOWLEDGE OF SELLER EACH LICENSE IS VALID, BINDING AND IN
FULL FORCE AND EFFECT; AND
(III)
NO MEMBER OF THE SELLER GROUP IS, NOR HAS IT RECEIVED ANY WRITTEN
OR, TO THE KNOWLEDGE OF SELLER, ORAL NOTICE THAT IT IS, IN DEFAULT (OR WITH THE
GIVING OF NOTICE OR LAPSE OF TIME OR BOTH, WOULD BE IN DEFAULT) UNDER ANY
LICENSE.
SECTION 3.12 CERTAIN CONTRACTS AND ARRANGEMENTS
Except as set forth on Schedule 3.12 of the Disclosure Schedules, as of the date
hereof and as related to the Business, no member of the Seller Group is a party
to contracts in any of the following categories that remain executory:
(A)
COLLECTIVE BARGAINING AGREEMENT COVERING BUSINESS EMPLOYEES;
(B)
EMPLOYMENT OR CONSULTING AGREEMENT (FOR AN INDIVIDUAL CONSULTANT) RELATED
TO THE BUSINESS PROVIDING FOR TOTAL ANNUAL PAYMENTS IN EXCESS OF $200,000;
(C)
INDENTURE, MORTGAGE, NOTE, INSTALLMENT OBLIGATION, AGREEMENT OR OTHER
INSTRUMENT RELATED TO THE BUSINESS, IN EACH CASE RELATING TO THE BORROWING OF
MONEY (OTHER THAN INTERCOMPANY ACCOUNTS, WHICH SHALL BE GOVERNED BY SECTION 1.9
HEREOF), OR THE GUARANTY OF ANY OBLIGATION FOR THE BORROWING OF MONEY, EXCEPT
ANY SUCH AGREEMENT WITH AN AGGREGATE OUTSTANDING PRINCIPAL AMOUNT NOT EXCEEDING
$200,000;
(D)
PARTNERSHIP, JOINT VENTURE OR OTHER SIMILAR AGREEMENT OR ARRANGEMENT
RELATED TO THE BUSINESS REQUIRING THE COMMITMENT OF CAPITAL IN EXCESS OF
$200,000;
19
(E)
MATERIAL LICENSE OR OTHER SIMILAR AGREEMENT RELATED TO THE BUSINESS (OTHER
THAN (I) GOVERNMENTAL PERMITS OR LICENSES USED IN CONNECTION WITH THE OPERATION
OF THE BUSINESS AND (II) OFF-THE-SHELF SOFTWARE LICENSES) NOT ALREADY DISCLOSED
PURSUANT TO SECTION 3.7;
(F)
AGENCY, SALES REPRESENTATION, DISTRIBUTION OR OTHER SIMILAR AGREEMENT
RELATED TO THE BUSINESS UNDER WHICH THE SELLER GROUP PAID SALES FEES OR
COMMISSIONS IN EXCESS OF $200,000 FOR THE 12 MONTHS ENDED NOVEMBER 29, 2002
(EACH, A "DISTRIBUTION AGREEMENT");
(G)
AGREEMENT FOR THE PURCHASE OF SUPPLIES OR MATERIALS RELATED TO THE
BUSINESS OTHER THAN IN THE ORDINARY COURSE OF BUSINESS PROVIDING FOR ANNUAL
PAYMENTS IN EXCESS OF $200,000;
(H)
AGREEMENT FOR THE SALE OF GOODS OR SERVICES RELATED TO THE BUSINESS OTHER
THAN IN THE ORDINARY COURSE OF BUSINESS PROVIDING FOR ANNUAL PAYMENTS IN EXCESS
OF $200,000;
(I)
AGREEMENT (NON-COMPETE OR OTHERWISE) OR COMMITMENT THAT IS BINDING UPON
ANY MEMBER OF THE SELLER GROUP OR ANY OF ITS OFFICERS, DIRECTORS OR EMPLOYEES
WHICH HAS OR MAY HAVE THE EFFECT OF PROHIBITING OR IMPAIRING ANY MATERIAL
BUSINESS PRACTICE, ANY ACQUISITION OF MATERIAL PROPERTY (TANGIBLE OR INTANGIBLE)
OR THE CONDUCT OF THE BUSINESS AS PRESENTLY CONDUCTED BY SELLER GROUP OR,