FORMER DIRECTORS, OFFICERS OR EMPLOYEES OR ANY OTHER
EMPLOYEE BENEFIT PLAN, ARRANGEMENT OR PRACTICE, WHETHER FORMAL OR INFORMAL;
(II)
COLLECTIVE BARGAINING AGREEMENT OR ANY OTHER CONTRACT WITH ANY
LABOR UNION, OR SEVERANCE AGREEMENTS, PROGRAMS, POLICIES OR ARRANGEMENTS;
(III)
MANAGEMENT AGREEMENT OR CONTRACT FOR THE EMPLOYMENT OF ANY
OFFICER, INDIVIDUAL EMPLOYEE OR OTHER PERSON ON A FULL-TIME, PART-TIME,
CONSULTING OR OTHER BASIS (I) PROVIDING ANNUAL CASH OR OTHER COMPENSATION IN
EXCESS OF $100,000, (II) PROVIDING FOR THE PAYMENT OF ANY CASH OR OTHER
COMPENSATION OR BENEFITS UPON THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
HEREBY OR (III) OTHERWISE RESTRICTING ITS ABILITY TO TERMINATE THE EMPLOYMENT OF
ANY EMPLOYEE AT ANYTIME FOR ANY LAWFUL REASON OR FOR NO REASON WITHOUT PENALTY
OR LIABILITY;
(IV)
CONTRACT OR AGREEMENT INVOLVING ANY GOVERNMENTAL ENTITY;
15
(V)
AGREEMENT OR INDENTURE RELATING TO BORROWED MONEY OR OTHER
INDEBTEDNESS OR THE MORTGAGING OR PLEDGING ON ANY MATERIAL ASSET;
(VI)
LEASE OR AGREEMENT UNDER WHICH THE COMPANY IS (I) LESSEE OF OR
HOLDS OR OPERATES ANY PERSONAL PROPERTY, OWNED BY ANY OTHER PARTY, EXCEPT FOR
ANY LEASE OF PERSONAL PROPERTY UNDER WHICH THE AGGREGATE ANNUAL RENTAL PAYMENTS
DO NOT EXCEED $50,000 OR (II) LESSOR OF OR PERMITS ANY THIRD PARTY TO HOLD OR
OPERATE ANY PROPERTY, REAL OR PERSONAL, OWNED OR CONTROLLED BY ANY OF THE
COMPANY AND ITS SUBSIDIARIES;
(VII)
CONTRACT RELATING TO THE MARKETING, SALE, ADVERTISING OR PROMOTION
OF ITS PRODUCTS, WHERE SUCH CONTRACT INVOLVES A FEE OR PAYMENT BY ANY OF THE
COMPANY AND ITS SUBSIDIARIES IN EXCESS OF $50,000, OTHER THAN TRADE PROMOTION
OFFERS BETWEEN THE COMPANY OR ANY OF ITS SUBSIDIARIES AND THEIR RESPECTIVE
CUSTOMERS ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS;
(VIII)
OTHER AGREEMENT WHICH INVOLVES A CONSIDERATION IN EXCESS OF
$50,000 ANNUALLY AND NOT IN THE ORDINARY COURSE OF BUSINESS.
(IX)
AGREEMENT CONTAINING PROVISIONS THAT IN ANY WAY RESTRICT OR
PURPORT TO RESTRICT THE BUSINESS ACTIVITY OF THE COMPANY OR ANY SUBSIDIARY OR
OTHERWISE LIMIT THE FREEDOM OF THE COMPANY OR ANY SUBSIDIARY TO ENGAGE IN ANY
BUSINESS ACTIVITY OR TO COMPETE WITH ANY PERSON ANYWHERE IN THE WORLD; AND
(X)
LICENSE OR OTHER AGREEMENT RELATING TO INTELLECTUAL PROPERTY.
(B)
TO THE COMPANY'S KNOWLEDGE, ALL OF THE CONTRACTS, AGREEMENTS AND
INSTRUMENTS SET FORTH OR REQUIRED TO BE SET FORTH ON THE ATTACHED CONTRACTS
SCHEDULE (THE "MATERIAL CONTRACTS") ARE VALID, BINDING AND ENFORCEABLE IN
ACCORDANCE WITH THEIR RESPECTIVE TERMS, EXCEPT AS DESIGNATED COMPLETED ON SUCH
SCHEDULE AND EXCEPT AS SUCH ENFORCEABILITY MAY BE LIMITED BY (X) APPLICABLE
INSOLVENCY, BANKRUPTCY, REORGANIZATION, MORATORIUM OR OTHER SIMILAR LAWS
AFFECTING CREDITORS' RIGHTS GENERALLY AND (Y) APPLICABLE EQUITABLE PRINCIPLES
(WHETHER CONSIDERED IN A PROCEEDING AT LAW OR IN EQUITY).
EXCEPT AS SET FORTH
ON THE CONSENTS SCHEDULE, NONE OF THE COMPANY AND ITS SUBSIDIARIES HAS DEFAULTED
UNDER OR MATERIALLY BREACHED ANY MATERIAL CONTRACT; AND NONE OF THE COMPANY AND
ITS SUBSIDIARIES HAS KNOWLEDGE OF ANY BREACH OR CANCELLATION OR ANTICIPATED
BREACH OR CANCELLATION BY THE OTHER PARTIES TO ANY MATERIAL CONTRACT TO WHICH
ITS IS A PARTY.