FORTH A TRUE AND COMPLETE LIST OF THE ADDRESSES OF ALL PROPERTIES (IDENTIFYING
THOSE THAT ARE OWNED PROPERTIES AND THOSE THAT ARE LEASED PROPERTIES) THAT ARE
OWNED, USED BY OR OCCUPIED BY AND, IN EACH CASE, MATERIAL TO THE OPERATIONS OF
COMPANY AND THE COMPANY SUBSIDIARIES, TAKEN AS A WHOLE.
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(B)
COMPANY HAS VALID TITLE IN FEE SIMPLE TO ALL
OF THE OWNED PROPERTIES AND VALID LEASEHOLD INTERESTS IN ALL LEASED PROPERTIES,
IN EACH CASE FREE AND CLEAR OF ANY ENCUMBRANCE, EXCEPT FOR PERMITTED
ENCUMBRANCES.
(C)
NEITHER SELLER NOR COMPANY HAS RECEIVED
WRITTEN NOTICE WITH RESPECT TO ANY OWNED PROPERTY OR TO ANY LEASED PROPERTY IN
EITHER CASE THAT IS MATERIAL TO THE OPERATION OF COMPANY AND THE COMPANY
SUBSIDIARIES TAKEN AS A WHOLE:
(1)
THAT ANY BUILDING OR STRUCTURE THEREON, ANY
EQUIPMENT THEREIN OR THE OPERATION OR MAINTENANCE THEREOF VIOLATES ANY LAW IN
ANY MATERIAL RESPECT (INCLUDING APPLICABLE ZONING ORDINANCES);
(2)
THAT ANY BUILDING OR OTHER IMPROVEMENT
OWNED BY COMPANY ENCROACHES UPON PROPERTY OF OTHERS OR ENCROACHES OVER
APPLICABLE SETBACK LINES IN A WAY THAT WOULD BE MATERIAL TO THE OPERATION OF
SUCH BUILDING OR IMPROVEMENT; OR
(3)
THAT ANY CONDEMNATION PROCEEDING IS PENDING
OR THREATENED.
(D)
EXCEPT AS WOULD NOT REASONABLY BE EXPECTED
TO RESULT IN A COMPANY MATERIAL ADVERSE EFFECT:
(1)
NEITHER COMPANY NOR ANY COMPANY SUBSIDIARY
IS IN DEFAULT UNDER ANY LEASE FOR ANY LEASED PROPERTY AND THERE ARE NO EVENTS
WHICH WITH THE PASSAGE OF TIME OR THE GIVING OF NOTICE OR BOTH WOULD CONSTITUTE
A DEFAULT BY COMPANY OR A COMPANY SUBSIDIARY UNDER ANY SUCH LEASE; AND
(2)
THERE ARE NO OUTSTANDING WRITTEN NOTICES OF
BREACH OR DEFAULT GIVEN TO COMPANY OR A COMPANY SUBSIDIARY BY ANY PARTY TO ANY
SUCH LEASE THAT REMAINS UNCURED.
5.10
COMPANY CONTRACTS.
SECTION 5.10 OF THE DISCLOSURE
SCHEDULE SETS FORTH A TRUE AND COMPLETE LIST OF THE FOLLOWING CONTRACTS TO WHICH
COMPANY OR A COMPANY SUBSIDIARY IS A PARTY:
(A)
MATERIAL DISTRIBUTOR, DEALER, ADVERTISING,
AGENCY, SALES REPRESENTATIVE OR SIMILAR MATERIAL CONTRACTS RELATING TO THE
MARKETING OR SALE OF COMPANY'S PRODUCTS (EXCLUDING CUSTOMER PURCHASE ORDERS
ACCEPTED IN THE ORDINARY COURSE OF BUSINESS);
(B)
CONTRACTS IN AMOUNTS IN EXCESS OF $500,000
FOR THE FUTURE PURCHASE OR LEASE BY COMPANY OR A COMPANY SUBSIDIARY OF MATERIAL,
SUPPLIES, EQUIPMENT, SERVICES OR FINISHED PRODUCTS PURCHASED FOR RESALE;
(C)
CONTRACTS HAVING A TERM EXCEEDING ONE YEAR
OR INVOLVING AMOUNTS IN EXCESS OF $500,000 FOR THE FUTURE SALE OF PRODUCTS BY
COMPANY OR A COMPANY SUBSIDIARY;
(D)
COLLECTIVE BARGAINING AGREEMENTS WITH ANY
LABOR UNION;
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(E)
CONTRACTS FOR THE EMPLOYMENT OF ANY
OFFICER, DIRECTOR OR EMPLOYEE, OR ANY OTHER MATERIAL CONTRACTS WITH OR
COMMITMENTS TO ANY OFFICER, DIRECTOR OR EMPLOYEE;
(F)
MATERIAL JOINT VENTURE, PARTNERSHIP,
DESIGN OR LICENSE AGREEMENTS;
(G)
INDENTURE, MORTGAGE, PROMISSORY NOTE, LOAN
AGREEMENT, REIMBURSEMENT AGREEMENT, GUARANTY, OR OTHER CONTRACT OR COMMITMENT
FOR THE BORROWING OF MONEY, FOR A LINE OF CREDIT OR LETTER OF CREDIT, OR FOR A
LEASING TRANSACTION OF A TYPE REQUIRED TO BE CAPITALIZED IN ACCORDANCE