INCLUDING ITS VEHICLE IDENTIFICATION NUMBER, AND WITH A DESCRIPTION OF
THE NATURE AND AMOUNT OF ANY ENCUMBRANCES THEREON;
(IV)
INVENTORY.
ALL INVENTORY ITEMS OR GROUPS OF INVENTORY ITEMS OWNED
BY THE COMPANY, EXCLUDING RAW MATERIALS AND WORK IN PROCESS, WHICH RAW MATERIALS
AND WORK IN PROCESS ARE VALUED ON THE 3/31/08 BALANCE SHEET, TOGETHER WITH THE
AMOUNT OF ANY ENCUMBRANCES THEREON;
(V)
INSURANCE.
ALL INSURANCE POLICIES OR BONDS CURRENTLY MAINTAINED
BY THE COMPANY, INCLUDING TITLE INSURANCE, LIFE INSURANCE AND KEY MAN INSURANCE
POLICIES, WITH RESPECT TO THE COMPANY OR THE SHAREHOLDERS, INCLUDING THOSE
COVERING THE COMPANY'S PROPERTIES, MACHINERY, EQUIPMENT, FIXTURES, EMPLOYEES AND
OPERATIONS, AS WELL AS LISTING OF ANY PREMIUMS, DEDUCTIBLES OR RETROACTIVE
ADJUSTMENTS DUE OR PENDING ON SUCH POLICIES OR ANY PREDECESSOR POLICIES;
(VI)
CONTRACTS.
ALL CONTRACTS, INCLUDING ANY INTER-COMPANY AGREEMENTS
OR LEASES UNDER WHICH THE COMPANY IS LESSOR OR LESSEE, WHICH ARE TO BE PERFORMED
IN WHOLE OR IN PART AFTER THE DATE HEREOF;
(VII)
EMPLOYEE PLANS.
ALL BONUS, INCENTIVE COMPENSATION, EQUITY
COMPENSATION, DEFERRED COMPENSATION, PROFIT-SHARING, RETIREMENT, PENSION,
EMPLOYEE STOCK OWNERSHIP, MEDICAL AND OTHER WELFARE, GROUP INSURANCE, DEATH
9
BENEFIT, SEVERANCE, VACATION OR OTHER EMPLOYEE BENEFIT OR FRINGE BENEFIT PLANS,
CONTRACTS, POLICIES, ARRANGEMENTS OR TRUST AGREEMENTS MAINTAINED OR CONTRIBUTED
TO BY THE COMPANY, OR HAVING BEEN SO MAINTAINED OR CONTRIBUTED TO WITHIN SIX
(6) YEARS OF THE CLOSING DATE (COLLECTIVELY, "EMPLOYEE PLANS");
(VIII)
SALARIES.
THE NAMES AND SALARY RATES OF ALL PRESENT EMPLOYEES OF
THE COMPANY, AND, TO THE EXTENT EXISTING ON THE CLOSING DATE, ALL ARRANGEMENTS
WITH RESPECT TO ANY BONUSES TO BE PAID TO THEM FROM AND AFTER THE CLOSING DATE;
(IX)
BANK ACCOUNTS.
THE NAME OF EACH BANK IN WHICH THE COMPANY HAS AN
ACCOUNT, THE ACCOUNT BALANCES AS OF THE CLOSING DATE (SUBJECT TO DISTRIBUTION OF
THE PRE-CLOSING DISTRIBUTION ASSETS) AND THE NAMES OF ALL PERSONS AUTHORIZED TO
DRAW THEREON;
(X)
EMPLOYEE AGREEMENTS.
ANY COLLECTIVE BARGAINING AGREEMENTS OF THE
COMPANY WITH ANY LABOR UNION OR OTHER REPRESENTATIVE OF EMPLOYEES, INCLUDING
AMENDMENTS, SUPPLEMENTS, AND WRITTEN OR ORAL UNDERSTANDINGS, AND ALL EMPLOYMENT
AND CONSULTING AND SEVERANCE AGREEMENTS OF THE COMPANY;
(XI)
INTELLECTUAL PROPERTY.
ALL PATENTS, PATENT APPLICATIONS,
TRADEMARKS AND SERVICE MARKS (INCLUDING REGISTRATIONS AND APPLICATIONS
THEREFOR), INTERNET DOMAIN (INCLUDING EMAIL AND WEBSITE), TRADE NAMES,
COPYRIGHTS AND WRITTEN KNOW-HOW, CONFIDENTIAL INFORMATION, TRADE SECRETS AND ALL
OTHER SIMILAR PROPRIETARY DATA AND THE GOODWILL ASSOCIATED THEREWITH
(COLLECTIVELY, THE "INTELLECTUAL PROPERTY") USED BY THE COMPANY.
THE
INTELLECTUAL PROPERTY INCLUDES, WITHOUT LIMITATION, (I) THAT CERTAIN UNITED
STATES PATENT NUMBER 6,533,519 B1 ISSUED MARCH 18, 2003; (II) THAT CERTAIN
UNITED STATES PATENT NUMBER 6,719,515 B2 ISSUED APRIL 13, 2004; AND (III) THAT
CERTAIN UNITED STATES PATENT NUMBER 6,969,223 B2 ISSUED NOVEMBER 29, 2005
(COLLECTIVELY, THE "PATENTS");
(XII)
TRADE NAMES.
ALL TRADE NAMES, ASSUMED AND FICTITIOUS NAMES USED
OR HELD BY THE COMPANY, WHETHER AND WHERE SUCH NAMES ARE REGISTERED AND WHERE
USED;
(XIII)
LICENSES AND PERMITS.
ALL PERMITS, AUTHORIZATIONS, CERTIFICATES,
APPROVALS, REGISTRATIONS, VARIANCES, WAIVERS, EXEMPTIONS, RIGHTS-OF-WAY,
FRANCHISES, ORDINANCES, LICENSES AND OTHER RIGHTS OF EVERY KIND AND CHARACTER
(COLLECTIVELY, THE "PERMITS") OF