AN
AMOUNT OR VALUE, INDIVIDUALLY OR, FOR A SERIES OF RELATED TRANSFERRED CONTRACTS,
IN THE AGGREGATE, IN EXCESS OF $50,000.
Schedule 3.12(b) also separately lists each Seller Contract that is a Shared
Retained Contract, and set forth on Exhibit B to the form of Commercialization
Agreement, attached hereto as Exhibit B, is a reasonably complete summary
description of the nature and extent of the services provided and/or the nature
of the relationship to the Purchased Business under the Shared Retained
Contracts.
(C)
EXCEPT AS SET FORTH ON SCHEDULE 3.12(C), TO THE KNOWLEDGE OF
SELLER, NO OFFICER, DIRECTOR, AGENT, EMPLOYEE, CONSULTANT OR CONTRACTOR OF
SELLER OR ANY OF ITS SUBSIDIARIES IS BOUND BY ANY CONTRACT THAT PURPORTS TO
LIMIT THE ABILITY OF SUCH OFFICER, DIRECTOR, AGENT, EMPLOYEE, CONSULTANT OR
CONTRACTOR TO ENGAGE IN OR CONTINUE ANY CONDUCT, ACTIVITY OR PRACTICE RELATED TO
THE PURCHASED BUSINESS.
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(D)
EXCEPT AS SET FORTH ON SCHEDULE 3.12(D), EACH CONTRACT IDENTIFIED
OR REQUIRED TO BE IDENTIFIED ON SCHEDULE 3.12(A) AND SCHEDULE 3.12(B) IS IN FULL
FORCE AND EFFECT AND IS VALID AND ENFORCEABLE IN ACCORDANCE WITH ITS TERMS,
EXCEPT TO THE EXTENT ENFORCEABILITY MAY BE LIMITED BY (I) BANKRUPTCY,
INSOLVENCY, FRAUDULENT TRANSFER (OTHER THAN AS APPLIED TO SELLER OR ANY OF ITS
SUBSIDIARIES), MORATORIUM, REORGANIZATION AND OTHER SIMILAR LAWS AFFECTING
CREDITORS' RIGHTS GENERALLY AND (II) THE GENERAL PRINCIPLES OF EQUITY,
REGARDLESS OF WHETHER ASSERTED IN A PROCEEDING IN EQUITY OR AT LAW.
(E)
EXCEPT AS SET FORTH ON SCHEDULE 3.12(E),
(I)
SELLER OR ITS SUBSIDIARY IS IN COMPLIANCE IN ALL MATERIAL
RESPECTS WITH ALL TERMS AND REQUIREMENTS OF EACH TRANSFERRED CONTRACT AND EACH
SHARED RETAINED CONTRACT;
(II)
TO THE KNOWLEDGE OF SELLER, EACH OTHER PERSON THAT HAS OR HAD ANY
OBLIGATION OR LIABILITY UNDER ANY TRANSFERRED CONTRACT OR SHARED RETAINED
CONTRACT IS IN COMPLIANCE WITH ALL TERMS AND REQUIREMENTS OF SUCH TRANSFERRED
CONTRACT OR SHARED RETAINED CONTRACT;
(III)
TO THE KNOWLEDGE OF SELLER, NO EVENT HAS OCCURRED OR CIRCUMSTANCE
EXISTS THAT (WITH OR WITHOUT NOTICE OR LAPSE OF TIME) IS REASONABLY LIKELY TO
VIOLATE OR BREACH OR GIVE EITHER SELLER, ANY OF ITS SUBSIDIARIES OR ANY OTHER
PERSON THE RIGHT TO DECLARE A DEFAULT OR EXERCISE ANY REMEDY UNDER, OR TO
ACCELERATE THE MATURITY OR PERFORMANCE OF, OR TO CANCEL, TERMINATE OR MODIFY,
ANY TRANSFERRED CONTRACT OR ANY SHARED RETAINED CONTRACT; AND
(IV)
NEITHER SELLER NOR OR ANY OF ITS SUBSIDIARIES HAS GIVEN TO OR
RECEIVED FROM ANY OTHER PERSON ANY WRITTEN NOTICE OR OTHER WRITTEN COMMUNICATION
REGARDING ANY ACTUAL OR ALLEGED VIOLATION OR BREACH OF, OR DEFAULT UNDER, ANY
TRANSFERRED CONTRACT OR ANY SHARED RETAINED CONTRACT.
(F)
EXCEPT AS SET FORTH ON SCHEDULE 3.12(F), THERE ARE NO
RENEGOTIATIONS OF, ATTEMPTS TO RENEGOTIATE, OR OUTSTANDING RIGHTS TO RENEGOTIATE
ANY AMOUNTS PAID OR PAYABLE TO SELLER OR ANY OF ITS SUBSIDIARIES IN EXCESS OF
$50,000 UNDER CURRENT OR COMPLETED TRANSFERRED CONTRACTS OR SHARED RETAINED
CONTRACTS WITH ANY PERSON AND NO SUCH PERSON HAS MADE WRITTEN DEMAND FOR SUCH
RENEGOTIATION.
(G)
EXCEPT AS SET FORTH ON