FORMULATION;
(X)
ANY SALES AGENCY, DISTRIBUTION OR SIMILAR AGREEMENTS WITH RESPECT
TO PRODUCTS OR FOR THE DISTRIBUTION BY SELLER OF PRODUCTS OF ANOTHER PARTY
INVOLVING CONSIDERATION IN EXCESS OF $100,000;
(XI)
ANY AGREEMENT PROVIDING FOR A REBATE, DISCOUNT, BONUS OR
COMMISSION IN EXCESS OF $100,000 WITH RESPECT TO THE SALE OF ANY PRODUCT;
(XII)
ANY AGREEMENT REQUIRING SELLER TO ADVANCE OR LOAN ANY AMOUNT IN
EXCESS OF $100,000 TO OR ON BEHALF OF ANY OF ITS DIRECTORS, EMPLOYEES,
SHAREHOLDERS, AFFILIATES OR ASSOCIATES (OR THEIR RESPECTIVE AFFILIATES OR
ASSOCIATES);
(XIII)
ANY AGREEMENT PROVIDING FOR THE ACQUISITION AFTER JANUARY 1, 2001
BY SELLER (OR ANY PREDECESSOR IN INTEREST) OF ANY REAL PROPERTY, OPERATING
BUSINESS OR THE SHARES OR OTHER EQUITY INTERESTS OF ANY PERSON FOR CONSIDERATION
IN EXCESS OF $100,000;
23
(XIV)
ANY EMPLOYMENT, SEVERANCE, CONSULTING OR OTHER AGREEMENT OF ANY
NATURE WITH ANY CURRENT OR FORMER SHAREHOLDER, DIRECTOR, OFFICER OR ANY
AFFILIATE THEREOF INVOLVING CONSIDERATION IN EXCESS OF $100,000 PER YEAR
INDIVIDUALLY OR $100,000 PER YEAR IN THE AGGREGATE;
(XV)
ANY AGREEMENT RESTRICTING THE ABILITY OF SELLER TO INCUR
INDEBTEDNESS;
(XVI)
ANY AGREEMENT RELATING TO INDEBTEDNESS, INTEREST RATE SWAP OR
HEDGING AGREEMENTS, SALE AND LEASEBACK TRANSACTIONS AND OTHER SIMILAR FINANCING
TRANSACTIONS;
(XVII)
ANY CONTRACT EXISTING BETWEEN SELLER AND ANY GOVERNMENTAL
AUTHORITY;
(XVIII)
ANY AGREEMENT PROVIDING FOR THE PROVISION BY SELLER TO ANY THIRD
PARTY OF ANY CONFIDENTIAL INFORMATION OR RESTRICTING SELLER FROM PROVIDING SUCH
INFORMATION TO THIRD PARTIES;
(XIX)
ANY AGREEMENT RESTRICTING SELLER'S OWNERSHIP, OPERATION, SALE,
TRANSFER, PLEDGE OR OTHER DISPOSITION OF ANY OF THE PURCHASED ASSETS;
(XX)
ANY REAL PROPERTY LEASE;
(XXI)
ANY AGREEMENT PROVIDING FOR PRODUCTION BY SELLER OF ANY PRODUCT ON
AN EXCLUSIVE OR REQUIREMENTS BASIS;
(XXII)
ANY AGREEMENT WITH A CONSULTANT OR SUBCONTRACTOR INVOLVING PAYMENT
OF CONSIDERATION OVER THE TERM OF SUCH AGREEMENT IN EXCESS OF $100,000; OR
(XXIII)
ANY CONTRACT, AGREEMENT OR INSTRUMENT WITHIN THE KNOWLEDGE OF
SELLER WHICH IS OTHERWISE MATERIAL TO THE CONDUCT OR OPERATION OF THE BUSINESS.
(B)
SELLER HAS PERFORMED IN ALL MATERIAL RESPECTS THE OBLIGATIONS
REQUIRED TO BE PERFORMED BY IT UNDER THE MATERIAL CONTRACTS, AND, TO THE
KNOWLEDGE OF SELLER, EACH OF THE MATERIAL CONTRACTS IS VALID AND BINDING AND IN
FULL FORCE AND EFFECT.
TRUE, CORRECT AND COMPLETE COPIES OF ALL MATERIAL
CONTRACTS HAVE BEEN MADE AVAILABLE TO PURCHASER.
SELLER HAS NOT MADE OR
RECEIVED ANY CLAIM OF ANY MATERIAL DEFAULT UNDER ANY MATERIAL CONTRACT, AND AS
OF THE DATE HEREOF, TO THE KNOWLEDGE OF SELLER, THERE IS NO MATERIAL BREACH OR
ANTICIPATED BREACH BY ANY OTHER PARTY TO ANY MATERIAL CONTRACT.
3.11
Permits.
The Listed Permits are all material permits, licenses,
approvals, franchises, certificates, consents and other authorizations of any
Governmental Authority that are required in order for Seller to conduct the
Business as it is now being conducted.
Each of the Listed Permits is in full
force and effect, except for immaterial failures.
To the Knowledge of Seller,
Seller is not in conflict in any material respect with or in material default or
violation of any