FORTH ON SCHEDULE 2.6(C), WHICH WILL BE DISCHARGED
BY SELLER IN ACCORDANCE WITH THEIR TERMS.
BUYER SHALL HAVE NO OBLIGATIONS OR
LIABILITIES TO ANY TRANSFERRED EMPLOYEE AS A RESULT OF WAGES, SALARIES, BONUSES
(INCLUDING ANY BONUSES THAT ARISE OUT OF THE COMPLETION OF THE TRANSACTIONS
CONTEMPLATED
9
HEREBY), ACCRUED VACATION PAY AND SEVERANCE PAY, IF ANY, OWING TO A TRANSFERRED
EMPLOYEE AS A RESULT OF SUCH EMPLOYEE'S EMPLOYMENT WITH SELLER PRIOR TO THE
EFFECTIVE DATE.
(D)
SCHEDULE 2.6(D) CONTAINS A TRUE AND COMPLETE
LIST, AS OF MAY 1, 2008, OF ALL CONSULTANTS AND OTHER INDEPENDENT CONTRACTORS
WHO ARE PROVIDING MATERIAL SERVICES TO THE BUSINESS (THE "INDEPENDENT
CONTRACTORS"), INCLUDING (I) EACH SUCH INDEPENDENT CONTRACTOR'S NAME, (II) TYPE
OF SERVICES BEING PROVIDED BY EACH INDEPENDENT CONTRACTOR, (III) PRINCIPAL
LOCATION WHERE SERVICES ARE PROVIDED, AND (IV) NAME OF ENTITY (I.E., SELLER OR A
PURCHASED SUBSIDIARY) WITH WHICH SUCH INDEPENDENT CONTRACTOR CONTRACTED TO
PROVIDE SERVICES.
(E)
(I) SELLER IS NOT A PARTY TO ANY COLLECTIVE
BARGAINING AGREEMENT OR OTHER LABOR CONTRACT APPLICABLE TO A BUSINESS EMPLOYEE,
(II) TO SELLER'S KNOWLEDGE, NO UNION HAS BARGAINING RIGHTS WITH RESPECT TO ANY
BUSINESS EMPLOYEE AND THERE ARE NO THREATENED OR APPARENT UNION ORGANIZING
ACTIVITIES INVOLVING ANY BUSINESS EMPLOYEE, (III) THERE ARE NO STRIKES,
SLOWDOWNS OR WORK STOPPAGES PENDING OR THREATENED BETWEEN SELLER AND A BUSINESS
EMPLOYEE, AND (IV) TO SELLER'S KNOWLEDGE, THERE ARE NO UNFAIR LABOR PRACTICE
COMPLAINTS INVOLVING A BUSINESS EMPLOYEE PENDING AGAINST SELLER.
2.7
FINANCIAL STATEMENTS.
SCHEDULE 2.7 SETS
FORTH THE (A) UNAUDITED CONSOLIDATED BALANCE SHEET OF THE BUSINESS AS OF
DECEMBER 31, 2007, AND THE RELATED UNAUDITED STATEMENT OF OPERATIONS FOR THE
TWELVE-MONTH PERIOD ENDED DECEMBER 31, 2007, AND (B) THE UNAUDITED CONSOLIDATED
BALANCE SHEET OF THE BUSINESS AS OF MARCH 31, 2008 (THE "INTERIM BALANCE
SHEET"), AND THE RELATED UNAUDITED STATEMENT OF OPERATIONS FOR THE THREE-MONTH
PERIOD THEN ENDED, IN EACH CASE PREPARED IN ACCORDANCE GAAP (EXCEPT AS INDICATED
THEREIN AND FOR THE ABSENCE OF FOOTNOTES AND SUBJECT TO YEAR-END ADJUSTMENTS
WHICH WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, HAVE A MATERIAL ADVERSE
EFFECT) CONSISTENT WITH THE BUSINESS'S PAST PRACTICE.
2.8
CHANGES.
EXCEPT AS DESCRIBED IN SCHEDULE
2.8, AS CONTEMPLATED BY OR AS DISCLOSED IN THIS AGREEMENT, OR UNDERTAKEN IN
CONNECTION WITH THE RESTRUCTURING, SINCE DECEMBER 31, 2007, SELLER HAS CONDUCTED
THE BUSINESS ONLY IN THE ORDINARY COURSE AND IN A MANNER MATERIALLY CONSISTENT
WITH PAST PRACTICE AND, SINCE SUCH DATE THERE HAS NOT BEEN A MATERIAL ADVERSE
EFFECT.
2.9
MATERIAL CONTRACTS.
(A)
SCHEDULE 2.9 SETS FORTH ALL OF THE
FOLLOWING WRITTEN AGREEMENTS TO WHICH SELLER OR ANY PURCHASED SUBSIDIARY IS A
PARTY THAT ARE SOLELY ATTRIBUTABLE OR EXCLUSIVELY RELATE TO THE BUSINESS:
(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 SELLER OR A PURCHASED SUBSIDIARY OF, OR PURSUANT TO WHICH IN
2007 SELLER OR A PURCHASED