OR OTHER INTEREST IN, ANY REAL OR PERSONAL PROPERTY (EXCEPT PERSONAL
PROPERTY LEASES AND INSTALLMENT AND CONDITIONAL SALES AGREEMENTS HAVING A VALUE
PER ITEM OR AGGREGATE PAYMENTS OF LESS THAN $25,000 AND WITH TERMS OF LESS THAN
ONE YEAR);
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(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 COLLECTIVE BARGAINING AGREEMENT AND
OTHER APPLICABLE CONTRACT TO OR WITH ANY LABOR UNION OR OTHER EMPLOYEE
REPRESENTATIVE OF A GROUP OF EMPLOYEES;
(VI)
EACH JOINT VENTURE, PARTNERSHIP, AND OTHER
APPLICABLE CONTRACT (HOWEVER NAMED) INVOLVING A SHARING OF PROFITS, LOSSES,
COSTS, OR LIABILITIES BY THE COMPANY WITH ANY OTHER PERSON;
(VII)
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;
(VIII)
EACH APPLICABLE CONTRACT PROVIDING FOR PAYMENTS TO
OR BY ANY PERSON BASED ON SALES, PURCHASES, OR PROFITS, OTHER THAN DIRECT
PAYMENTS FOR GOODS;
(IX)
EACH POWER OF ATTORNEY THAT IS CURRENTLY
EFFECTIVE AND OUTSTANDING;
(X)
EACH APPLICABLE CONTRACT ENTERED INTO
OTHER THAN IN THE ORDINARY COURSE OF BUSINESS THAT CONTAINS OR PROVIDES FOR AN
EXPRESS UNDERTAKING BY THE COMPANY TO BE RESPONSIBLE FOR CONSEQUENTIAL DAMAGES;
(XI)
EACH APPLICABLE CONTRACT FOR CAPITAL
EXPENDITURES IN EXCESS OF $25,000;
(XII)
EACH WRITTEN WARRANTY, GUARANTY, AND OR OTHER
SIMILAR UNDERTAKING WITH RESPECT TO CONTRACTUAL PERFORMANCE EXTENDED BY THE
COMPANY OTHER THAN IN THE ORDINARY COURSE OF BUSINESS; AND
(XIII)
EACH AMENDMENT, SUPPLEMENT, AND MODIFICATION
(WHETHER ORAL OR WRITTEN) IN RESPECT OF ANY OF THE FOREGOING.
(C)
NEITHER MAJORITY OWNER (NOR ANY RELATED
PERSON OF MAJORITY OWNERS) HAS OR MAY ACQUIRE ANY RIGHTS UNDER, AND MAJORITY
OWNERS ARE NOT SUBJECT TO ANY OBLIGATION OR LIABILITY UNDER, ANY CONTRACT THAT
RELATES TO THE BUSINESS OF, OR ANY OF THE ASSETS OWNED OR USED BY, THE COMPANY.
(D)
NO OFFICER, DIRECTOR, AGENT, EMPLOYEE,
CONSULTANT, OR CONTRACTOR OF THE COMPANY IS BOUND BY ANY CONTRACT THAT PURPORTS
TO LIMIT THE ABILITY OF SUCH OFFICER, DIRECTOR, AGENT, EMPLOYEE, CONSULTANT, OR
CONTRACTOR TO (A) ENGAGE IN OR CONTINUE ANY
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CONDUCT, ACTIVITY, OR PRACTICE RELATING TO THE BUSINESS OF THE COMPANY, OR
(B) ASSIGN TO THE COMPANY OR TO ANY OTHER PERSON ANY RIGHTS TO ANY INVENTION,
IMPROVEMENT, OR DISCOVERY.
(E)
EACH CONTRACT IDENTIFIED OR REQUIRED TO BE
IDENTIFIED IN SECTION 3.17(B) OF THE DISCLOSURE SCHEDULE IS IN FULL FORCE AND
EFFECT AND IS VALID AND ENFORCEABLE IN ACCORDANCE WITH ITS TERMS.
(F)
EXCEPT AS SET FORTH IN SECTION 3.17(F) OF
THE DISCLOSURE SCHEDULE:
(I)
THE COMPANY IS, AND AT ALL TIMES SINCE
JANUARY 1, 2005 HAS BEEN, IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL
APPLICABLE TERMS AND REQUIREMENTS OF EACH CONTRACT UNDER WHICH IT HAS OR HAD ANY
OBLIGATION OR