OWNER, AN EQUITY
INTEREST OR ANY OTHER FINANCIAL OR PROFIT INTEREST IN ANY PERSON THAT HAS (A)
HAD BUSINESS DEALINGS OR A FINANCIAL INTEREST IN ANY TRANSACTION WITH THE
COMPANY OTHER THAN BUSINESS DEALINGS OR TRANSACTIONS DISCLOSED IN, §3(R) OF THE
DISCLOSURE SCHEDULE, EACH OF WHICH HAS BEEN CONDUCTED IN THE ORDINARY COURSE OF
BUSINESS WITH THE COMPANY AT SUBSTANTIALLY PREVAILING MARKET PRICES AND ON
SUBSTANTIALLY PREVAILING MARKET TERMS OR (B) ENGAGED IN COMPETITION WITH THE
COMPANY WITH RESPECT TO ANY LINE OF THE PRODUCTS OR SERVICES OF THE COMPANY (A
"COMPETING BUSINESS") IN ANY MARKET PRESENTLY SERVED BY THE COMPANY, EXCEPT FOR
OWNERSHIP OF LESS THAN ONE PERCENT (1%) OF THE OUTSTANDING CAPITAL STOCK OF ANY
COMPETING BUSINESS THAT IS PUBLICLY TRADED ON ANY RECOGNIZED EXCHANGE OR IN THE
OVER-THE-COUNTER MARKET. EXCEPT AS SET FORTH IN §3(R) OF THE DISCLOSURE
SCHEDULE, NEITHER THE
COMPANY NOR ANY SHAREHOLDER NOR, TO THE KNOWLEDGE OF THE SHAREHOLDERS, ANY
RELATED PERSON OF ANY OF THEM, IS A PARTY TO ANY CONTRACT WITH, OR HAS ANY CLAIM
OR RIGHT AGAINST, THE COMPANY. §3(R) OF THE DISCLOSURE SCHEDULE LISTS ALL
BUSINESS ARRANGEMENTS OR RELATIONSHIPS IN WHICH THE COMPANY'S AFFILIATES OR, TO
THE KNOWLEDGE OF THE SHAREHOLDERS, ANY RELATED PERSON OF ANY SHAREHOLDER HAVE
BEEN INVOLVED WITH THE COMPANY WITHIN THE PAST 12 MONTHS. EXCEPT AS SET FORTH IN
§3(R), ALL LIABILITIES WITH RESPECT TO ANY SUCH ARRANGEMENTS LISTED ON §3(R)
WILL BE TERMINATED AND PAID-IN-FULL AND FULLY DISCHARGED AT OR PRIOR TO THE
CLOSING. EXCEPT AS SET FORTH IN §3(R) OF THE DISCLOSURE SCHEDULE, NONE OF THE
COMPANY'S AFFILIATES OR, TO THE KNOWLEDGE OF THE SHAREHOLDERS, ANY SUCH RELATED
PERSON OWNS OR LICENSES ANY ASSET, TANGIBLE OR INTANGIBLE, WHICH IS USED IN THE
BUSINESS OF THE COMPANY.
(S)
INSURANCE. §3(S) OF THE DISCLOSURE SCHEDULE SETS FORTH A LIST OF
EACH INSURANCE POLICY (OTHER THAN THE EMPLOYEE BENEFIT PLANS) CURRENTLY IN
EFFECT WHERE THE COMPANY IS THE BENEFICIARY. SUCH SCHEDULE LISTS THE NAME,
POLICY COVERAGE, COVERAGE AMOUNTS AND PREMIUMS PAYABLE. ALL PREMIUMS DUE AND
PAYABLE UNDER ALL SUCH POLICIES HAVE BEEN PAID. THE SHAREHOLDERS HAVE NO
KNOWLEDGE OF ANY THREATENED TERMINATION OF, OR PREMIUM INCREASE WITH RESPECT TO,
ANY OF SUCH POLICIES.
(T)
EMPLOYMENT MATTERS. §3(T) OF THE DISCLOSURE SCHEDULE SETS FORTH A
LIST SHOWING THE NAMES OF ALL OFFICERS AND EMPLOYEES PERFORMING SERVICES FOR THE
COMPANY IN CONNECTION WITH ITS BUSINESS AND THE RATE OF HOURLY, MONTHLY OR
ANNUAL COMPENSATION (AS THE CASE MAY BE), WHETHER CLASSIFIED AS EXEMPT OR
NON-EXEMPT FOR PURPOSES OF THE FAIR LABOR STANDARDS ACT PAID OR TO BE PAID TO
EACH SUCH PERSON IN 2006, ANY ACCRUED SICK LEAVE OR VACATION AND ANY BONUS OR
SIMILAR ARRANGEMENT AND THE TOTAL AMOUNT OF BONUS, SEVERANCE AND OTHER AMOUNTS
TO BE PAID TO SUCH EMPLOYEE AT THE CLOSING OR OTHERWISE IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED HEREBY ("EMPLOYEES"). §3(T) OF THE DISCLOSURE SCHEDULE
ALSO CONTAINS A COMPLETE AND ACCURATE LIST OF ALL OF THE INDEPENDENT
CONTRACTORS, CONSULTANTS, TEMPORARY EMPLOYEES, LEASED EMPLOYEES