INDIVIDUALLY OR IN THE AGGREGATE IN
EXCESS OF US DOLLARS 50,000 (USD FIFTY THOUSAND);
(XIX)
EACH APPLICABLE CONTRACT RELATING TO COLLECTIVE BARGAINING OR
SIMILAR LABOR APPLICABLE CONTRACT;
(XX)
EACH OTHER APPLICABLE CONTRACT THAT IS MATERIAL TO GISH OR THE
NON-PERFORMANCE OF WHICH WOULD BE REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE
CHANGE IN THE BUSINESS, OPERATIONS, PROPERTIES, PROSPECTS, ASSETS OR CONDITION
OF GISH;
(XXI)
EACH OTHER APPLICABLE CONTRACT WITH A TERM OF GREATER THAN ONE
YEAR AND
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(XXII)
EACH AMENDMENT, SUPPLEMENT, AND MODIFICATION (WHETHER ORAL OR
WRITTEN) IN RESPECT OF ANY OF THE FOREGOING.
Part 3.17(a) of the Disclosure Schedule sets forth reasonably complete details
concerning such Contracts that are not written, if any, including the parties to
such Contracts, the amount of the remaining commitment of Gish under such
Contracts, and the other material terms respecting such Contracts.
(B)
EXCEPT AS SET FORTH IN PART 3.17(B) OF THE DISCLOSURE SCHEDULE:
(I)
SELLER DOES NOT HAVE ANY RIGHTS OR OBLIGATIONS OR LIABILITIES
UNDER, ANY CONTRACT THAT RELATES TO THE BUSINESS OF, OR ANY OF THE ASSETS OWNED
OR USED BY, GISH; AND
(II)
TO THE KNOWLEDGE OF SELLER AND GISH, NO OFFICER, DIRECTOR, AGENT,
EMPLOYEE, CONSULTANT, OR CONTRACTOR OF GISH 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 CONDUCT, ACTIVITY, OR
PRACTICE RELATING TO THE BUSINESS, OR (B) ASSIGN TO GISH OR TO ANY OTHER PERSON
ANY RIGHTS TO ANY INVENTION, IMPROVEMENT, OR DISCOVERY.
(C)
EXCEPT AS SET FORTH IN PART 3.17(C) OF THE DISCLOSURE SCHEDULE,
EACH CONTRACT IDENTIFIED OR REQUIRED TO BE IDENTIFIED IN PART 3.17(A) OF THE
DISCLOSURE SCHEDULE IS IN FULL FORCE AND EFFECT AND IS VALID AND ENFORCEABLE IN
ACCORDANCE WITH ITS TERMS.
(D)
EXCEPT AS SET FORTH IN PART 3.17(D) OF THE DISCLOSURE SCHEDULE:
(I)
GISH IS, AND AT ALL TIMES SINCE INCEPTION OF SUCH APPLICABLE
CONTRACT, HAS BEEN IN MATERIAL COMPLIANCE WITH ALL APPLICABLE TERMS AND
REQUIREMENTS OF EACH APPLICABLE CONTRACT;
(II)
EACH OTHER PERSON THAT HAS OR HAD ANY OBLIGATION OR LIABILITY
UNDER ANY APPLICABLE CONTRACT IS, TO THE KNOWLEDGE OF SELLER AND GISH, IN
MATERIAL COMPLIANCE WITH ALL APPLICABLE TERMS AND REQUIREMENTS OF SUCH
APPLICABLE CONTRACT;
(III)
NO EVENT HAS OCCURRED OR CIRCUMSTANCE EXISTS THAT (WITH OR
WITHOUT NOTICE OR LAPSE OF TIME) MAY CONTRAVENE, CONFLICT WITH IN ANY MATERIAL
RESPECT, OR RESULT IN A MATERIAL VIOLATION OR BREACH OF, OR GIVE GISH OR OTHER
PERSON THE RIGHT TO DECLARE A DEFAULT OR EXERCISE ANY REMEDY UNDER, OR TO
ACCELERATE THE MATURITY OR PERFORMANCE OF, OR TO CANCEL, TERMINATE, OR MODIFY,
ANY APPLICABLE CONTRACT; AND
34
(IV)
GISH HAS NOT GIVEN TO OR RECEIVED FROM ANY OTHER PERSON, ANY
NOTICE OR OTHER COMMUNICATION (WHETHER ORAL OR WRITTEN) REGARDING ANY ACTUAL,
ALLEGED, POSSIBLE, OR POTENTIAL VIOLATION OR BREACH OF, OR DEFAULT UNDER, ANY
APPLICABLE CONTRACT.
(E)
THERE ARE NO RENEGOTIATIONS OF, ATTEMPTS TO RENEGOTIATE, OR
OUTSTANDING RIGHTS TO RENEGOTIATE ANY MATERIAL