TO THE INBOUND
IP AGREEMENTS.
2.12
INSURANCE.
SCHEDULE 2.12 LISTS EACH INSURANCE POLICY MAINTAINED
BY, AT THE EXPENSE OF OR FOR THE BENEFIT OF, THE COMPANY WITH RESPECT TO ITS
PROPERTIES AND ASSETS.
PRIOR TO THE DATE OF THIS AGREEMENT, THE COMPANY HAS
FURNISHED TO BUYER TRUE AND COMPLETE COPIES OF ALL SUCH POLICIES.
ALL SUCH
INSURANCE POLICIES ARE IN FULL FORCE AND EFFECT AND THE COMPANY IS NOT IN
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DEFAULT WITH RESPECT TO ITS OBLIGATIONS UNDER ANY SUCH INSURANCE POLICY.
THE
COMPANY HAS NOT RECEIVED ANY WRITTEN NOTICE REGARDING ANY ACTUAL OR POSSIBLE (A)
CANCELLATION OR INVALIDATION OF ANY INSURANCE POLICY, (B) REFUSAL OF ANY
COVERAGE OR REJECTION OF ANY MATERIAL CLAIM UNDER ANY INSURANCE POLICY OR (C)
MATERIAL ADJUSTMENT IN THE AMOUNT OF PREMIUMS PAYABLE WITH RESPECT TO ANY
INSURANCE POLICY.
2.13
COMPANY AGREEMENTS.
(A)
SCHEDULE 2.13(A) LISTS AS OF THE DATE OF THIS AGREEMENT (I) EACH
COMPANY AGREEMENT THAT IS MATERIAL TO THE BUSINESS, ASSETS, LIABILITIES, RESULTS
OF OPERATION, OPERATIONS, FINANCIAL CONDITION OR EBITDA OF THE COMPANY, AND
(II) WITHOUT REGARD TO MATERIALITY, EACH OF THE FOLLOWING:
(I)
ANY MORTGAGE, INDENTURE, NOTE, INSTALLMENT OBLIGATION OR OTHER
INSTRUMENT, AGREEMENT OR ARRANGEMENT FOR OR RELATING TO ANY BORROWING OF MONEY
BY THE COMPANY;
(II)
ANY GUARANTY, DIRECT OR INDIRECT, PRIMARY OR SECONDARY, BY THE
COMPANY OF ANY OBLIGATION FOR BORROWINGS OR OTHERWISE, EXCLUDING ENDORSEMENTS
MADE FOR COLLECTION IN THE ORDINARY COURSE;
(III)
ANY COMPANY AGREEMENT MADE OTHER THAN IN THE ORDINARY COURSE;
(IV)
ANY COMPANY AGREEMENT PROVIDING FOR THE GRANT OF ANY PREFERENTIAL
RIGHTS TO PURCHASE OR LEASE ANY MATERIAL ASSETS OF THE COMPANY OR ANY ASSETS
RELATED TO ANY RJ-85 AIRCRAFT;
(V)
ANY COMPANY AGREEMENT PROVIDING FOR ANY OBLIGATION TO REGISTER ANY
SHARES OF THE CAPITAL STOCK OR OTHER SECURITIES OF THE COMPANY WITH THE
SECURITIES AND EXCHANGE COMMISSION OR OTHERWISE RELATING TO SUCH STOCK OR OTHER
SECURITIES;
(VI)
ANY COMPANY AGREEMENT PROVIDING FOR ANY OBLIGATION TO MAKE
PAYMENTS, CONTINGENT OR OTHERWISE, ARISING OUT OF THE PRIOR ACQUISITION OF THE
BUSINESS, ASSETS OR STOCK OF OTHER PERSONS;
(VII)
ANY COMPANY AGREEMENT THAT IS A COLLECTIVE BARGAINING AGREEMENT
WITH ANY LABOR UNION;
(VIII)
ANY COMPANY AGREEMENT PROVIDING FOR ANY LEASE OR SIMILAR
ARRANGEMENT FOR THE USE BY THE COMPANY OF PERSONAL PROPERTY INVOLVING PAYMENTS
OF IN EXCESS OF $20,000 PER ANNUM;
(IX)
ANY COMPANY AGREEMENT TO WHICH ANY INSIDER IS A PARTY;
(X)
ANY COMPANY AGREEMENT WITH A TERM IN EXCESS OF ONE YEAR OR
PROVIDING FOR AGGREGATE PAYMENTS IN EXCESS OF $15,000 OR $100,000 FOR ALL SUCH
COMPANY AGREEMENTS THAT ARE NOT OTHERWISE LISTED ON SCHEDULE 2.13(A);
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(XI)
ANY COMPANY AGREEMENT THAT CONTAINS A NON-COMPETITION PROVISION
RELATING TO THE BUSINESS OF THE COMPANY OR ANY OF ITS AFFILIATES OR ANY OTHER
CONTRACT RESTRICTING THE RIGHT OF THE COMPANY OR ANY OF ITS AFFILIATES TO
CONDUCT BUSINESS AT ANY TIME, IN ANY MANNER OR AT ANY PLACE IN THE WORLD, OR THE
EXPANSION THEREOF TO OTHER GEOGRAPHICAL AREAS OR LINES OF BUSINESS, OR THAT
GRANTS