(WHETHER RENDERED BY A COURT OR ADMINISTRATIVE AGENCY, OR BY ARBITRATION)
AGAINST THE COMPANY OR THE SUBSIDIARY, OR ANY OF THE DIRECTORS, OFFICERS,
EMPLOYEES, OR AGENTS OF THE COMPANY OR THE SUBSIDIARY IN THEIR CAPACITIES AS
SUCH.
THERE ARE NO ACTIONS PENDING, OR TO SHAREHOLDERS' KNOWLEDGE, THREATENED
BY, AGAINST, OR AFFECTING THE COMPANY OR THE SUBSIDIARY IN CONNECTION WITH OR
RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY.
3.9
UNDISCLOSED LIABILITIES.
NEITHER THE COMPANY NOR THE
SUBSIDIARY HAVE ANY LIABILITIES EXCEPT:
(A) LIABILITIES CLEARLY AND ACCURATELY
REFLECTED ON THE LIABILITY SIDE OF THE FINANCIAL STATEMENTS, (B) LIABILITIES
WHICH HAVE ARISEN AFTER THE INTERIM BALANCE SHEET DATE IN THE ORDINARY COURSE OF
BUSINESS, OR (C) AS DISCLOSED ON SCHEDULE 3.9.
3.10
COMPLIANCE WITH LAWS.
EXCEPT AS SET FORTH ON SCHEDULE 3.10, THE
COMPANY AND THE SUBSIDIARY ARE IN MATERIAL COMPLIANCE WITH ALL LAWS APPLICABLE
TO THE BUSINESS, AND NEITHER THE COMPANY, NOR THE SUBSIDIARY HAS RECEIVED NOTICE
OF ANY SUCH ALLEGED NONCOMPLIANCE WITH RESPECT THERETO THAT HAS NOT BEEN
RESOLVED.
3.11
INSURANCE.
SCHEDULE 3.11 SETS FORTH A TRUE AND COMPLETE LIST OF
THE INSURANCE POLICIES MAINTAINED BY THE COMPANY AND THE SUBSIDIARY THAT COVER
THE COMPANY ASSETS AND THE OPERATIONS OF THE BUSINESS, INCLUDING A SUMMARY OF
EACH POLICY IDENTIFYING THE CARRIER, LIMITS, PREMIUMS AND WHETHER SUCH POLICIES
ARE OCCURRENCE OR CLAIMS MADE POLICIES.
ALL POLICIES AND BINDERS FOR THE
CURRENT POLICY YEAR ARE VALID AND IN FULL FORCE AND EFFECT AND ALL PREMIUM DUE
THEREON AS OF THE DATE OF THIS AGREEMENT HAVE BEEN PAID.
THERE ARE NO MATERIAL
CLAIMS, BY OR WITH RESPECT TO THE COMPANY OR THE SUBSIDIARY, PENDING UNDER ANY
OF THE LIABILITY INSURANCE POLICIES LISTED ON SCHEDULE 3.11, OR DISPUTES WITH
INSURERS WITH RESPECT THERETO.
NEITHER THE COMPANY, NOR THE SUBSIDIARY HAS
RECEIVED ANY WRITTEN NOTICE REGARDING ANY CANCELLATION OR TERMINATION OF,
REFUSAL OF ANY COVERAGE OR REJECTION OF ANY CLAIM UNDER, OR MATERIAL ADJUSTMENT
IN THE AMOUNT OF THE PREMIUMS PAYABLE WITH RESPECT TO ANY LIABILITY INSURANCE
POLICY LISTED ON SCHEDULE 3.11.
18
3.12
CONTRACTS.
(A)
SCHEDULED CONTRACTS.
SCHEDULE 3.12(A) SETS FORTH ALL OF THE
FOLLOWING CONTRACTS TO WHICH ANY OF THE COMPANY OR THE SUBSIDIARY IS A PARTY OR
BY WHICH ANY OF THEM IS BOUND (COLLECTIVELY, THE "SCHEDULED CONTRACTS"), TRUE
AND COMPLETE COPIES OF WHICH HAVE BEEN PROVIDED TO BUYER:
(I)
CONTRACTS WITH ANY SHAREHOLDER OR ANY AFFILIATE OF ANY
SHAREHOLDER, OR ANY FAMILY MEMBER OF SUCH PERSON;
(II)
CONTRACTS FOR THE SALE OF ANY ASSETS OF THE COMPANY OR THE
SUBSIDIARY OR THE GRANT TO ANY PERSON OF ANY RIGHTS TO PURCHASE ANY OF ITS
ASSETS IN EACH CASE OTHER THAN CONTRACTS/GRANTS IN THE ORDINARY COURSE OF
BUSINESS OF THE COMPANY AND THE SUBSIDIARY OR FOR CONSIDERATION LESS THAN
[****];
(III)
CONTRACTS WITH INDEPENDENT SALES REPRESENTATIVES;
(IV)
CONTRACTS CONTAINING COVENANTS OF THE COMPANY OR THE
SUBSIDIARY NOT TO COMPETE WITH ANY PERSON IN ANY GEOGRAPHICAL AREA OR COVENANTS
OF ANY OTHER PERSON (OTHER THAN EMPLOYEES) NOT TO COMPETE WITH THE COMPANY OR
THE