COMPANY WITH ANY OTHER PERSON, EXCLUDING, HOWEVER, ANY REBATES, VOLUME
PURCHASE DISCOUNTS, AND OTHER SIMILAR MATTERS IN THE ORDINARY COURSE OF
BUSINESS;
(7)
EACH COMPANY CONTRACT CONTAINING COVENANTS THAT IN ANY WAY PURPORT
TO RESTRICT THE FREEDOM OF THE COMPANY TO ENGAGE IN ANY LINE OF BUSINESS OR TO
COMPETE WITH ANY PERSON;
(8)
EACH POWER OF ATTORNEY OF THE COMPANY THAT IS CURRENTLY EFFECTIVE
AND OUTSTANDING;
(9)
EACH COMPANY 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;
(10)
EACH COMPANY CONTRACT FOR CAPITAL EXPENDITURES IN EXCESS OF
TWENTY-FIVE THOUSAND DOLLARS ($25,000);
(11)
EACH COMPANY CONTRACT NOT DENOMINATED IN U.S. DOLLARS IN EXCESS OF
TEN THOUSAND DOLLARS ($10,000);
(12)
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;
(13)
EACH ORAL OR WRITTEN COMPANY CONTRACT RELATING TO EMPLOYMENT,
SEVERANCE OR ANY RELATED MATTERS; AND
(14)
EACH AMENDMENT, SUPPLEMENT AND MODIFICATION (WHETHER ORAL OR
WRITTEN) IN RESPECT OF ANY OF THE FOREGOING.
§3(i) of the Disclosure Schedule sets forth reasonably complete details
concerning such Contracts (herein, the "Material Contracts"), including the
parties to the Contracts, the amount of
the remaining commitment of the Company under the Contracts and the location of
the Company's office where details relating to the Contracts are located.
Except as set forth in §3(i) of the Disclosure Schedule, no Shareholder has or
may acquire any rights under, and no Shareholder has or may become subject to
any Liability under, any Contract that relates to the business of the Company.
Except as set forth in §3(i) of the Disclosure Schedule:
(1)
EACH CONTRACT IDENTIFIED OR REQUIRED TO BE IDENTIFIED IN §3(I) OF
THE DISCLOSURE SCHEDULE IS IN FULL FORCE AND EFFECT AND IS VALID AND ENFORCEABLE
IN ACCORDANCE WITH ITS TERMS, SUBJECT TO (I) LIMITATIONS IMPOSED BY BANKRUPTCY,
REORGANIZATION, MORATORIUM, INSOLVENCY AND OTHER LEGAL REQUIREMENTS OF GENERAL
APPLICATION RELATING TO OR AFFECTING THE ENFORCEABILITY OF CONTRACTS, INCLUDING,
WITHOUT LIMITATION, LIMITATIONS AS TO ENFORCEABILITY THAT MAY BE IMPOSED UNDER
SECTION 548 OF THE UNITED STATES BANKRUPTCY CODE (THE "BANKRUPTCY CODE") AND
DEBTOR/CREDITOR LEGAL REQUIREMENTS OR OTHER PROVISIONS OF LAW RELATING TO
FRAUDULENT TRANSFERS AND OBLIGATIONS; AND (II) EQUITABLE PRINCIPLES LIMITING THE
AVAILABILITY OF EQUITABLE REMEDIES AND OTHERWISE LIMITING THE ENFORCEABILITY OF
OTHER GENERAL TERMS AND PROVISIONS; REGARDLESS AS TO ANY OF THE ABOVE, WHETHER
THE PROCEEDING TO ENFORCE A CONTRACT IS AT LAW OR IN EQUITY; AND
(2)
EACH CONTRACT IDENTIFIED OR REQUIRED TO BE IDENTIFIED IN §3(I) OF
THE DISCLOSURE SCHEDULE DOES NOT REQUIRE THE CONSENT OF ANY PERSON PRIOR TO OR
IN CONNECTION WITH THE CONSUMMATION OF THE ACQUISITION.
EXCEPT AS SET FORTH IN §3(I) OF THE DISCLOSURE SCHEDULE:
(1)
THE COMPANY IS, AND AT ALL TIMES SINCE JANUARY 1, 2003, HAS BEEN,
IN COMPLIANCE WITH ALL APPLICABLE TERMS AND REQUIREMENTS OF EACH COMPANY
CONTRACT;
(2)
EACH OTHER PERSON THAT