DAMAGE TO OR DESTRUCTION OR LOSS OF ANY
PURCHASED ASSETS, WHETHER OR NOT COVERED BY INSURANCE;
(F)
ENTRY INTO, TERMINATION OF, OR RECEIPT OF
NOTICE OF TERMINATION OF (I) ANY LICENSE, DISTRIBUTORSHIP, DEALER, SALES
REPRESENTATIVE, JOINT VENTURE, CREDIT, OR SIMILAR AGREEMENT, OR (II) ANY
CONTRACT OR TRANSACTION INVOLVING A TOTAL REMAINING COMMITMENT BY OR TO IT;
(G)
SALE (OTHER THAN SALES OF INVENTORY IN THE
ORDINARY COURSE OF BUSINESS), LEASE, OR OTHER DISPOSITION OF ANY ASSET OR
PROPERTY OR MORTGAGE, PLEDGE, OR IMPOSITION OF ANY LIEN OR OTHER ENCUMBRANCE ON
ANY MATERIAL ASSETS OR PROPERTY, INCLUDING THE SALE, LEASE, OR OTHER DISPOSITION
OF ANY OF THE INTELLECTUAL PROPERTY ASSETS;
(H)
CANCELLATION OR WAIVER OF ANY CLAIMS OR
RIGHTS;
(I)
MATERIAL CHANGE IN ACCOUNTING METHODS
USED; OR
(J)
AGREEMENT, WHETHER ORAL OR WRITTEN, BY
IT TO DO ANY OF THE FOREGOING.
37
3.17
CONTRACTS; NO DEFAULTS.
(A)
SECTION 3.17(A) OF THE DISCLOSURE SCHEDULE
CONTAINS A COMPLETE AND ACCURATE LIST, AND SELLER HAS MADE AVAILABLE TO BUYER
TRUE AND COMPLETE COPIES, OF:
(I)
EACH APPLICABLE CONTRACT THAT INVOLVES
PERFORMANCE OF SERVICES OR DELIVERY OF GOODS OR MATERIALS TO THE BUSINESS OF AN
AMOUNT OR VALUE IN EXCESS OF $10,000;
(II)
EACH APPLICABLE CONTRACT THAT WAS NOT
ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS;
(III)
EACH LEASE, RENTAL OR OCCUPANCY AGREEMENT,
LICENSE, INSTALLMENT AND CONDITIONAL SALE AGREEMENT, AND OTHER APPLICABLE
CONTRACT AFFECTING THE OWNERSHIP OF, LEASING OF, TITLE TO, USE OF, OR ANY
LEASEHOLD OR OTHER INTEREST IN, ANY REAL OR PERSONAL PROPERTY;
(IV)
EACH LICENSING AGREEMENT OR OTHER APPLICABLE
CONTRACT WITH RESPECT TO PATENTS, TRADEMARKS, COPYRIGHTS, OR OTHER INTELLECTUAL
PROPERTY, INCLUDING AGREEMENTS WITH CURRENT OR FORMER EMPLOYEES, CONSULTANTS, OR
CONTRACTORS REGARDING THE APPROPRIATION OR THE NONDISCLOSURE OF ANY OF THE
INTELLECTUAL PROPERTY ASSETS;
(V)
EACH JOINT VENTURE, PARTNERSHIP, AND OTHER
APPLICABLE CONTRACT (HOWEVER NAMED) INVOLVING A SHARING OF PROFITS, LOSSES,
COSTS, OR LIABILITIES BY THE BUSINESS WITH ANY OTHER PERSON;
(VI)
EACH APPLICABLE CONTRACT CONTAINING COVENANTS
THAT IN ANY WAY PURPORT TO RESTRICT ITS (OR ANY OF ITS AFFILIATES') BUSINESS
ACTIVITY OR LIMIT ITS (OR ANY OF ITS AFFILIATES') FREEDOM TO ENGAGE IN ANY LINE
OF BUSINESS OR TO COMPETE WITH ANY PERSON;
(VII)
EACH APPLICABLE CONTRACT PROVIDING FOR PAYMENTS
TO OR BY ANY PERSON BASED ON SALES, PURCHASES, OR PROFITS, OTHER THAN DIRECT
PAYMENTS FOR GOODS;
(VIII)
EACH POWER OF ATTORNEY THAT IS CURRENTLY EFFECTIVE
AND OUTSTANDING;
(IX)
EACH APPLICABLE CONTRACT ENTERED INTO OTHER
THAN IN THE ORDINARY COURSE OF BUSINESS THAT CONTAINS OR PROVIDES FOR AN EXPRESS
UNDERTAKING BY THE BUSINESS TO BE RESPONSIBLE FOR CONSEQUENTIAL DAMAGES;
(X)
EACH APPLICABLE CONTRACT FOR CAPITAL
EXPENDITURES;
(XI)
EACH WRITTEN WARRANTY, GUARANTY, AND OR
OTHER SIMILAR UNDERTAKING WITH RESPECT TO CONTRACTUAL PERFORMANCE EXTENDED BY
THE BUSINESS OTHER THAN IN THE ORDINARY COURSE OF BUSINESS; AND
38
(XII)
EACH AMENDMENT, SUPPLEMENT, AND MODIFICATION
(WHETHER ORAL OR WRITTEN) IN RESPECT OF ANY OF THE FOREGOING.
(B)
NO OFFICER, DIRECTOR, AGENT, EMPLOYEE,
CONSULTANT, OR CONTRACTOR OF THE BUSINESS IS BOUND BY ANY CONTRACT