SUBSIDIARY PAID, IN THE AGGREGATE $100,000 OR MORE;
(III)
ANY SALES, DISTRIBUTION OR OTHER SIMILAR
AGREEMENT PROVIDING FOR THE SALE BY SELLER OR A PURCHASED SUBSIDIARY OF
MATERIALS, SUPPLIES, GOODS, SERVICES, EQUIPMENT OR
10
OTHER ASSETS THAT PROVIDE FOR ANNUAL PAYMENTS TO SELLER OR A PURCHASED
SUBSIDIARY OF, OR PURSUANT TO WHICH IN 2007 SELLER OR A PURCHASED SUBSIDIARY
RECEIVED, IN THE AGGREGATE $100,000 OR MORE;
(IV)
ANY CONTRACT RELATING TO OUTSTANDING
INDEBTEDNESS FOR BORROWED MONEY OR THE DEFERRED PURCHASE PRICE OF PROPERTY
(WHETHER INCURRED, ASSUMED, GUARANTEED OR SECURED BY ANY ASSET), EXCEPT
CONTRACTS RELATING TO INDEBTEDNESS INCURRED IN THE ORDINARY COURSE OF BUSINESS
IN AN AMOUNT NOT EXCEEDING $50,000;
(V)
ANY EMPLOYMENT, SEVERANCE OR CONSULTING
AGREEMENT WITH RESPECT TO ANY BUSINESS EMPLOYEE;
(VI)
ANY CONTRACT OR OTHER DOCUMENT THAT LIMITS THE
FREEDOM OF SELLER TO COMPETE IN ANY LINE OF BUSINESS OR WITH ANY PERSON OR IN
ANY AREA (COLLECTIVELY WITH ALL THE AGREEMENTS IDENTIFIED IN THIS
SECTION 2.9(A), THE "MATERIAL CONTRACTS").
(B)
TO SELLER'S KNOWLEDGE, EACH MATERIAL
CONTRACT THAT IS CURRENTLY IN EFFECT CONSTITUTES A LEGAL, VALID AND BINDING
AGREEMENT OF SELLER OR A PURCHASED SUBSIDIARY AND OF EACH OTHER PARTY THERETO,
AND IS ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, EXCEPT AS SUCH ENFORCEABILITY
MAY BE LIMITED BY (A) BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR
OTHER SIMILAR LAWS NOW OR HEREAFTER IN EFFECT RELATING TO OR LIMITING CREDITORS'
RIGHTS GENERALLY, AND (B) GENERAL PRINCIPLES OF EQUITY (WHETHER CONSIDERED IN AN
ACTION IN EQUITY OR AT LAW).
NEITHER SELLER NOR, TO SELLER'S KNOWLEDGE, ANY
OTHER PARTY TO SUCH MATERIAL CONTRACTS, IS IN VIOLATION OR BREACH OF OR DEFAULT
UNDER ANY SUCH MATERIAL CONTRACT (OR WITH NOTICE OR LAPSE OF TIME OR BOTH, WOULD
BE IN VIOLATION OR BREACH OF OR DEFAULT UNDER SUCH MATERIAL CONTRACT) WHICH
WOULD RESULT, INDIVIDUALLY OR IN THE AGGREGATE, IN A MATERIAL ADVERSE EFFECT.
2.10
COMPLIANCE WITH LAWS.
NEITHER SELLER NOR ANY
PURCHASED SUBSIDIARY IS IN VIOLATION OF OR IN DEFAULT IN ANY MATERIAL RESPECT
UNDER ANY FOREIGN OR DOMESTIC (FEDERAL, STATE OR LOCAL) LAW, STATUTE, TREATY,
RULE, REGULATION, ORDINANCE, FRANCHISE, PERMIT, CONCESSION, LICENSE, ORDER,
DECREE, CONSENT DECREE OR SIMILAR INSTRUMENT OR DETERMINATION OR AWARD
APPLICABLE TO IT BY WHICH ANY OF THE PURCHASED ASSETS OR THE BUSINESS IS BOUND
OR AFFECTED, EXCEPT FOR SUCH VIOLATIONS OR DEFAULTS AS WOULD NOT, INDIVIDUALLY
OR IN THE AGGREGATE, RESULT IN A MATERIAL ADVERSE EFFECT.
2.11
PERMITS, LICENSES, ETC.
SELLER POSSESSES ALL
FRANCHISES, LICENSES, PERMITS, CERTIFICATES, AUTHORIZATIONS, RIGHTS AND OTHER
APPROVALS OF GOVERNMENTAL ENTITIES ("PERMITS") NECESSARY TO CONDUCT THE BUSINESS
AS CURRENTLY CONDUCTED, EXCEPT FOR SUCH FAILURE AS WOULD NOT INDIVIDUALLY OR IN
THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT.
SCHEDULE 2.11 CONTAINS A TRUE
AND COMPLETE LIST OF ALL MATERIAL PERMITS.
TO SELLER'S KNOWLEDGE, EACH PERMIT
WAS LAWFULLY AND VALIDLY ISSUED, AND NO PROCEEDING IS PENDING OR, TO SELLER'S
KNOWLEDGE, THREATENED REGARDING THE REVOCATION, SUSPENSION OR LIMITATION OF ANY
PERMIT.
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
WILL NOT RESULT IN THE REVOCATION, SUSPENSION OR