PARTNERSHIP INTERESTS IN ANY PARTNERSHIPS OR ANY OTHER EQUITY
INTERESTS OR TO MERGE OR CONSOLIDATE WITH ANY OTHER ENTITY, TO SELL OR ACQUIRE
ANY ASSETS HAVING A FAIR MARKET VALUE IN EXCESS OF $10,000,000 OR TO ACQUIRE,
CAPITALIZE OR INVEST IN ANY BUSINESS.
28
(B)
NEITHER THE CORPORATION NOR ANY SUBSIDIARY HAS CURRENTLY
GUARANTEED, ENDORSED, ASSUMED OR INDEMNIFIED, CONTINGENTLY OR OTHERWISE, THE
OBLIGATIONS OR INDEBTEDNESS OF ANY PERSON EXCEPT:
(I)
IN THE ORDINARY COURSE OF THE BUSINESS;
(II)
PURSUANT TO THE TITLE AND OPERATING DOCUMENTS; AND
(III)
PURSUANT TO THE BANKING FACILITIES TO BE CANCELLED OR FROM WHICH
THE CORPORATION AND ANY SUBSIDIARY WILL BE RELEASED ON OR BEFORE CLOSING.
(C)
THERE EXISTS NO SHAREHOLDER OR OTHER AGREEMENT WHICH AFFECTS THE
TRANSFERABILITY OF THE PURCHASED SHARES AND NONE OF THE CORPORATION, ANY
SUBSIDIARY OR VENDOR IS A PARTY TO ANY VOTING TRUST AGREEMENT, UNANIMOUS
SHAREHOLDER AGREEMENT, SHARE POOLING AGREEMENT, OR OTHER CONTRACT, COMMITMENT,
PLAN, OR UNDERSTANDING RESTRICTING OR OTHERWISE RELATING TO VOTING OR DIVIDEND
RIGHTS WITH RESPECT TO THE PURCHASED SHARES.
(D)
NEITHER THE CORPORATION NOR ANY OF THE SUBSIDIARIES WILL HAVE ANY
INDEBTEDNESS FOR BORROWED MONEY AT THE CLOSING TIME.
(E)
NEITHER THE CORPORATION NOR ANY OF THE SUBSIDIARIES WILL HAVE ANY
LIABILITIES AT THE CLOSING TIME THAT ARE MATERIAL, WHETHER THOSE LIABILITIES ARE
ABSOLUTE OR CONTINGENT, OTHER THAN:
(I)
ENVIRONMENTAL LIABILITIES;
(II)
LIABILITIES UNDER THE TITLE AND OPERATING DOCUMENTS AND UNDER THE
MATERIAL CONTRACTS LISTED IN SCHEDULE 4.16;
(III)
LIABILITIES INCURRED OR ARISING IN THE ORDINARY COURSE OF THE
BUSINESS (INCLUDING LIABILITIES ARISING IN THE ORDINARY COURSE OF THE BUSINESS
FOR TAXES);
(IV)
LIABILITIES DESCRIBED OR REFERRED TO IN THE UNAUDITED FINANCIAL
STATEMENTS; AND
(V)
LIABILITIES DESCRIBED OR REFERRED TO IN SCHEDULE 4.16 AND IN THE
OTHER SCHEDULES TO THIS AGREEMENT INCLUDING THE COMMITMENTS DESCRIBED IN
SCHEDULE 4.15(E);
and at the Closing Time no Person will hold any power of attorney from the
Corporation or a Subsidiary other than powers of attorney granted by a
Subsidiary to the Corporation or another Subsidiary or as may have been provided
under the Title and Operating Documents in the Ordinary Course of the Business.
4.17
LITIGATION
(A)
SCHEDULE 4.17 SETS FORTH A LIST OF OPEN LITIGATION CLAIMS
(INCLUDING THOSE WHICH ARE THE SUBJECT OF ARBITRATION AND, TO VENDOR'S
KNOWLEDGE, ANY THREATENED CLAIMS) WHICH, AS OF THE DATE OF THIS AGREEMENT, HAVE
BEEN DULY SERVED ON THE CORPORATION OR ANY OF THE SUBSIDIARIES WHERE THE AMOUNTS
CLAIMED EXCEEDS OR COULD REASONABLY BE EXPECTED TO EXCEED $500,000.
VENDOR
MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO VALIDITY OR EFFECT OF ANY
OF THOSE CLAIMS.
29
(B)
EXCEPT AS SET FORTH IN SCHEDULE 4.17, THERE ARE NO UNSATISFIED
JUDGMENTS AGAINST THE CORPORATION OR ANY SUBSIDIARY OR ANY CONSENT DECREES OR
INJUNCTIONS TO WHICH THE CORPORATION OR SUBSIDIARY IS SUBJECT.
4.18
INTELLECTUAL PROPERTY
As of the date of this Agreement, Schedule 4.18 sets forth and describes all
material Intellectual Property used in whole or part in the Business and
specifies, for each item,