OF SUCH POLICIES OR BONDS AS TO WHICH COVERAGE HAS BEEN QUESTIONED, DENIED OR
DISPUTED BY THE UNDERWRITERS OF SUCH POLICIES OR BONDS.
ALL PREMIUMS DUE AND
PAYABLE UNDER ALL SUCH POLICIES AND BONDS HAVE BEEN TIMELY PAID AND THE COMPANY
IS OTHERWISE IN COMPLIANCE WITH THE TERMS OF SUCH POLICIES AND BONDS.
ALL SUCH
POLICIES AND BONDS REMAIN IN FULL FORCE AND EFFECT, AND THE COMPANY HAS NO
KNOWLEDGE OF ANY THREATENED TERMINATION OF, OR MATERIAL PREMIUM INCREASE WITH
RESPECT TO, ANY OF SUCH POLICIES.
3.18.
BOOKS AND RECORDS.
THE COMPANY HAS PROVIDED TO PURCHASER TRUE,
CORRECT AND COMPLETE COPIES OF EACH DOCUMENT THAT HAS BEEN REQUESTED BY
PURCHASER OR ITS COUNSEL IN CONNECTION WITH THEIR LEGAL AND ACCOUNTING REVIEW OF
THE COMPANY (OTHER THAN ANY SUCH DOCUMENT THAT DOES NOT EXIST OR IS NOT IN THE
COMPANY'S POSSESSION OR SUBJECT TO ITS CONTROL).
WITHOUT LIMITING THE
FOREGOING, THE COMPANY HAS PROVIDED TO PURCHASER COMPLETE AND CORRECT COPIES OF
(A) ALL DOCUMENTS IDENTIFIED ON THE DISCLOSURE SCHEDULE, (B) THE MINUTE BOOKS
CONTAINING RECORDS OF ALL PROCEEDINGS, CONSENTS, ACTIONS AND MEETINGS OF THE
MANAGEMENT COMMITTEE (IF ANY) AND MEMBERS OF THE COMPANY, (D) THE LIST OF
MEMBERS, JOURNAL AND OTHER RECORDS REFLECTING ALL MEMBERSHIP INTERESTS AND
TRANSFERS AND ALL OPTION AND WARRANT GRANTS AND AGREEMENTS OF THE COMPANY, AND
(E) ALL PERMITS, ORDERS AND CONSENTS ISSUED BY ANY REGULATORY AGENCY WITH
RESPECT TO THE COMPANY, OR ANY SECURITIES OF THE COMPANY, AND ALL APPLICATIONS
FOR SUCH PERMITS, ORDERS AND CONSENTS.
THE MINUTE BOOKS OF THE COMPANY PROVIDED
TO PURCHASER CONTAIN A COMPLETE AND ACCURATE SUMMARY OF ALL MEETINGS OF
MANAGEMENT COMMITTEE (IF ANY) AND MEMBERS OF THE COMPANY OR ACTIONS BY WRITTEN
CONSENT SINCE THE TIME OF INCORPORATION OF THE COMPANY THROUGH THE DATE OF THIS
AGREEMENT, AND REFLECT ALL TRANSACTIONS REFERRED TO IN SUCH MINUTES ACCURATELY
IN ALL MATERIAL RESPECTS.
THE BOOKS, RECORDS AND ACCOUNTS OF THE COMPANY
(I) ARE TRUE, CORRECT AND COMPLETE IN ALL MATERIAL RESPECTS, (II) HAVE BEEN
MAINTAINED IN ACCORDANCE WITH REASONABLE BUSINESS PRACTICES ON A BASIS
CONSISTENT WITH PRIOR YEARS, (III) ARE STATED IN REASONABLE DETAIL AND
ACCURATELY AND FAIRLY REFLECT THE TRANSACTIONS AND DISPOSITIONS OF THE ASSETS
AND PROPERTIES OF THE COMPANY, AND (IV) ACCURATELY AND FAIRLY REFLECT THE BASIS
FOR THE FINANCIAL STATEMENTS.
3.19.
MATERIAL CONTRACTS.
3.19.1.
EXCEPT FOR THIS AGREEMENT, THE TRUST AGREEMENT AND THE CONTRACTS
SPECIFICALLY IDENTIFIED IN SCHEDULE 3.19 OF THE DISCLOSURE SCHEDULE, THE COMPANY
IS NOT A PARTY TO NOR IS IT BOUND BY ANY OF THE FOLLOWING CONTRACTS (EACH A
"MATERIAL CONTRACT"):
.
ANY DISTRIBUTOR, ORIGINAL EQUIPMENT MANUFACTURER, RESELLER,
VALUE ADDED RESELLER, SALES, ADVERTISING, AGENCY OR MANUFACTURER'S
REPRESENTATIVE CONTRACT;
.
ANY CONTINUING CONTRACT FOR THE PURCHASE, SALE OR LICENSE OF
CONTENT, MATERIALS, SUPPLIES, EQUIPMENT, SERVICES, SOFTWARE, INTELLECTUAL
PROPERTY OR OTHER ASSETS INVOLVING IN THE CASE OF ANY SUCH CONTRACT MORE THAN
$10,000 OVER THE LIFE OF THE CONTRACT;
.
ANY CONTRACT THAT EXPIRES OR MAY BE RENEWED AT THE OPTION OF
ANY PERSON OTHER THAN THE COMPANY