THE COMPANY;
(N)
THE COMPANY HAS NOT MADE ANY MATERIAL
CAPITAL EXPENDITURES OTHER THAN IN THE ORDINARY COURSE OF BUSINESS AND NO
COMMITMENTS HAVE BEEN MADE BY THE COMPANY FOR ANY FUTURE CAPITAL EXPENDITURE;
AND
(O)
THE COMPANY HAS NOT INCURRED ANY MATERIAL
LIABILITY OTHER THAN IN THE ORDINARY COURSE OF BUSINESS.
2.11
MATERIAL CONTRACTS.
(A)
SCHEDULE 2.11(A) SETS FORTH ALL OF THE
FOLLOWING WRITTEN AGREEMENTS TO WHICH THE COMPANY IS A PARTY:
(I)
ANY LEASE OF REAL PROPERTY AND ANY LEASE
OF PERSONAL PROPERTY WITH A FUTURE PAYMENT OBLIGATION IN EXCESS OF $100,000 PER
ANNUM;
(II)
ANY CONTRACT FOR THE PURCHASE OF
MATERIALS, SUPPLIES, GOODS, SERVICES, EQUIPMENT OR OTHER ASSETS PROVIDING FOR
ANNUAL PAYMENTS BY THE COMPANY OF, OR PURSUANT TO WHICH IN 2007 THE COMPANY
PAID, IN THE AGGREGATE $100,000 OR MORE;
8
(III)
ANY SALES, DISTRIBUTION OR OTHER SIMILAR
AGREEMENT PROVIDING FOR THE SALE BY THE COMPANY OF MATERIALS, SUPPLIES, GOODS,
SERVICES, EQUIPMENT OR OTHER ASSETS THAT PROVIDE FOR ANNUAL PAYMENTS TO THE
COMPANY OF, OR PURSUANT TO WHICH IN 2007 THE COMPANY RECEIVED, IN THE AGGREGATE
$100,000 OR MORE;
(IV)
ANY CONTRACT RELATING TO INDEBTEDNESS FOR
BORROWED MONEY OR THE DEFERRED PURCHASE PRICE OF PROPERTY (WHETHER INCURRED,
ASSUMED, GUARANTEED OR SECURED BY ANY ASSET), EXCEPT CONTRACTS RELATING TO
INDEBTEDNESS INCURRED IN THE ORDINARY COURSE OF BUSINESS IN AN AMOUNT NOT
EXCEEDING $100,000;
(V)
ANY EMPLOYMENT, SEVERANCE OR CONSULTING
AGREEMENT WITH RESPECT TO ANY COMPANY EMPLOYEE;
(VI)
ANY CONTRACT OR OTHER DOCUMENT THAT LIMITS THE
FREEDOM OF THE COMPANY TO COMPETE IN ANY LINE OF BUSINESS OR WITH ANY PERSON OR
IN ANY AREA (COLLECTIVELY WITH ALL THE AGREEMENTS IDENTIFIED IN THIS
SECTION 2.11(A), THE "MATERIAL CONTRACTS").
(B)
TO SELLER'S KNOWLEDGE, EACH MATERIAL
CONTRACT THAT IS CURRENTLY IN EFFECT CONSTITUTES A LEGAL, VALID AND BINDING
AGREEMENT OF THE COMPANY AND OF EACH OTHER PARTY THERETO, AND IS ENFORCEABLE IN
ACCORDANCE WITH ITS TERMS, EXCEPT AS SUCH ENFORCEABILITY MAY BE LIMITED BY
(A) BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER SIMILAR LAWS NOW
OR HEREAFTER IN EFFECT RELATING TO OR LIMITING CREDITORS' RIGHTS GENERALLY, AND
(B) GENERAL PRINCIPLES OF EQUITY (WHETHER CONSIDERED IN AN ACTION IN EQUITY OR
AT LAW).
NEITHER THE COMPANY NOR, TO SELLER'S KNOWLEDGE, ANY OTHER PARTY TO
SUCH MATERIAL CONTRACTS, IS IN VIOLATION OR BREACH OF OR DEFAULT UNDER ANY SUCH
MATERIAL CONTRACT (OR WITH NOTICE OR LAPSE OF TIME OR BOTH, WOULD BE IN
VIOLATION OR BREACH OF OR DEFAULT UNDER SUCH MATERIAL CONTRACT) WHICH WOULD
RESULT, INDIVIDUALLY OR IN THE AGGREGATE, IN A MATERIAL ADVERSE EFFECT.
2.12
Compliance with Laws and Permits.
To Seller's
Knowledge, the Company is not in violation of, or in any default under, and no
event has occurred that (with notice or the lapse of time or both) would
constitute a violation of or default under (a) the Company 's charter documents
or (b) any applicable law, rule, regulation, ordinance, order, writ, decree or
judgment of any governmental authority, except for such violations or defaults
as would not