IN
THE ORDINARY COURSE OF BUSINESS, LIABILITIES UNDER CONTRACTS ENTERED INTO IN THE
ORDINARY COURSE OF BUSINESS, PURCHASE PRICE PAYMENT OBLIGATIONS INCURRED IN
CONNECTION WITH THE ACQUISITION OF RED ROCK COMMUNICATIONS SOLUTIONS, INC. AND
INTEGRATION TECHNOLOGIES, INC. AND LIABILITIES NOT REQUIRED TO BE REFLECTED ON
THE COMPANY'S FINANCIAL STATEMENTS PURSUANT TO GAAP; OR (IV) ANY MORTGAGE,
PLEDGE, SECURITY INTEREST, ENCUMBRANCE, LIEN OR CHARGE OF ANY KIND (INCLUDING
ANY CONDITIONAL SALE OR OTHER TITLE RETENTION AGREEMENT, ANY LEASE IN THE NATURE
THEREOF, AND THE FILING OF OR AGREEMENT TO GIVE ANY FINANCING STATEMENT UNDER
THE UNIFORM COMMERCIAL CODE OR COMPARABLE LAW OF ANY JURISDICTION IN CONNECTION
WITH SUCH MORTGAGE, PLEDGE, SECURITY INTEREST, ENCUMBRANCE, LIEN OR CHARGE)
(EACH, A "LIEN") OR ADVERSE CLAIM ON ANY OF THE COMPANY'S PROPERTIES OR ASSETS,
EXCEPT FOR LIENS FOR TAXES NOT YET DUE AND PAYABLE, INTEREST OF LESSORS UNDER
OPERATING CAPITAL LEASES, PURCHASE MONEY LIENS, AMOUNTS DEPOSITED FOR SECURITY
FOR SURETY BONDS, LIENS INCURRED IN CONNECTION WITH THE COMPANY'S CREDIT
FACILITY WITH NEW ENGLAND TECHNOLOGY FINANCE, LLC, LIENS INCURRED IN THE
ORDINARY COURSE OF BUSINESS OR LIENS THAT ARE NOT MATERIAL IN AMOUNT TO THE
COMPANY AND ITS SUBSIDIARIES.
SECTION 2.09.
LITIGATION. EXCEPT AS DISCLOSED
IN THE SCHEDULE IV ATTACHED HERETO, THERE IS NO ACTION, SUIT, PROCEEDING OR
INVESTIGATION PENDING OR, TO THE COMPANY'S KNOWLEDGE, CURRENTLY THREATENED
AGAINST THE COMPANY OR ANY OF ITS SUBSIDIARIES THAT QUESTIONS THE VALIDITY OF
THIS AGREEMENT OR THE RIGHT OF THE COMPANY TO ENTER INTO IT, OR TO CONSUMMATE
THE TRANSACTIONS CONTEMPLATED HEREBY, OR THAT COULD REASONABLY BE EXPECTED TO
RESULT, EITHER INDIVIDUALLY OR IN THE AGGREGATE, IN A MATERIAL ADVERSE EFFECT ON
THE COMPANY. THE FOREGOING INCLUDES, WITHOUT LIMITATION, ACTIONS PENDING OR, TO
THE COMPANY'S KNOWLEDGE, THREATENED INVOLVING THE PRIOR EMPLOYMENT OF ANY OF THE
COMPANY'S EMPLOYEES OR THEIR USE IN CONNECTION WITH THE COMPANY'S BUSINESS OF
ANY INFORMATION OR TECHNIQUES ALLEGEDLY PROPRIETARY TO ANY OF THEIR FORMER
EMPLOYERS. NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES IS A PARTY TO OR
SUBJECT TO THE PROVISIONS OF ANY ORDER, WRIT, INJUNCTION, JUDGMENT OR DECREE OF
ANY COURT OR GOVERNMENTAL AUTHORITY. EXCEPT AS DISCLOSED IN SCHEDULE IV ATTACHED
HERETO, THERE IS NO ACTION, SUIT, PROCEEDING OR INVESTIGATION BY THE COMPANY OR
ANY OF ITS SUBSIDIARIES CURRENTLY PENDING OR WHICH THE COMPANY OR ANY OF ITS
SUBSIDIARIES CURRENTLY INTENDS TO INITIATE, WHICH COULD REASONABLY BE EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT.
SECTION 2.10.
OWNERSHIP OF PROPERTY; LIENS.
THE COMPANY AND EACH OF ITS SUBSIDIARIES HAS GOOD AND MARKETABLE TITLE IN FEE
SIMPLE, OR A VALID LEASEHOLD INTEREST IN, ALL OF ITS REAL PROPERTY; AND GOOD
TITLE TO, OR A VALID LEASEHOLD INTEREST IN, ALL OF ITS OTHER PROPERTY, AND NONE
SUCH PROPERTY IS SUBJECT TO ANY LIEN EXCEPT AS SET FORTH ON SCHEDULE IV ATTACHED
HERETO.
9
SECTION 2.11.
INTELLECTUAL PROPERTY RIGHTS. TO
THE BEST OF ITS KNOWLEDGE, THE COMPANY OWNS OR POSSESSES THE LICENSES OR RIGHTS
TO USE ALL PATENTS, PATENT APPLICATIONS, PATENT RIGHTS, INVENTIONS, KNOW-HOW,
TRADE SECRETS,