OF ANY FEDERAL, STATE, LOCAL OR
FOREIGN GOVERNMENTAL AUTHORITY APPLICABLE TO THE BUSINESS (OTHER THAN
ENVIRONMENTAL LAWS, WHICH ARE GOVERNED BY SECTION 3.15).
(B)
EXCEPT AS DISCLOSED ON SCHEDULE 3.11(B) OF
THE DISCLOSURE SCHEDULES:
(I)
THE MEMBERS OF THE SELLER GROUP HOLD ALL
GOVERNMENTAL LICENSES NECESSARY FOR THE OPERATION OF THE BUSINESS AS PRESENTLY
CONDUCTED BY SELLER GROUP (THE "LICENSES") (AS USED IN THIS AGREEMENT, THE TERM
"LICENSES" SHALL NOT BE DEEMED TO INCLUDE ANY ENVIRONMENTAL PERMITS OR
ENVIRONMENTAL LAWS, REFERRED TO IN SECTION 3.15);
(II)
TO THE KNOWLEDGE OF SELLER EACH LICENSE IS
VALID, BINDING AND IN FULL FORCE AND EFFECT; AND
(III)
NO MEMBER OF THE SELLER GROUP IS, NOR HAS IT
RECEIVED ANY WRITTEN OR, TO THE KNOWLEDGE OF SELLER, ORAL NOTICE THAT IT IS, IN
DEFAULT (OR WITH THE GIVING OF NOTICE OR LAPSE OF TIME OR BOTH, WOULD BE IN
DEFAULT) UNDER ANY LICENSE.
SECTION 3.12
CERTAIN CONTRACTS AND ARRANGEMENTS
Except as set forth on Schedule 3.12 of the Disclosure Schedules, as of the date
hereof and as related to the Business, no member of the Seller Group is a party
to contracts in any of the following categories that remain executory:
(A)
COLLECTIVE BARGAINING AGREEMENT COVERING
BUSINESS EMPLOYEES;
(B)
EMPLOYMENT OR CONSULTING AGREEMENT (FOR AN
INDIVIDUAL CONSULTANT) RELATED TO THE BUSINESS PROVIDING FOR TOTAL ANNUAL
PAYMENTS IN EXCESS OF $200,000;
(C)
INDENTURE, MORTGAGE, NOTE, INSTALLMENT
OBLIGATION, AGREEMENT OR OTHER INSTRUMENT RELATED TO THE BUSINESS, IN EACH CASE
RELATING TO THE BORROWING OF MONEY (OTHER THAN INTERCOMPANY ACCOUNTS, WHICH
SHALL BE GOVERNED BY SECTION 1.9 HEREOF), OR THE GUARANTY OF ANY OBLIGATION FOR
THE BORROWING OF MONEY, EXCEPT ANY SUCH AGREEMENT WITH AN AGGREGATE OUTSTANDING
PRINCIPAL AMOUNT NOT EXCEEDING $200,000;
19
(D)
PARTNERSHIP, JOINT VENTURE OR OTHER SIMILAR
AGREEMENT OR ARRANGEMENT RELATED TO THE BUSINESS REQUIRING THE COMMITMENT OF
CAPITAL IN EXCESS OF $200,000;
(E)
MATERIAL LICENSE OR OTHER SIMILAR AGREEMENT
RELATED TO THE BUSINESS (OTHER THAN (I) GOVERNMENTAL PERMITS OR LICENSES USED IN
CONNECTION WITH THE OPERATION OF THE BUSINESS AND (II) OFF-THE-SHELF SOFTWARE
LICENSES) NOT ALREADY DISCLOSED PURSUANT TO SECTION 3.7;
(F)
AGENCY, SALES REPRESENTATION,
DISTRIBUTION OR OTHER SIMILAR AGREEMENT RELATED TO THE BUSINESS UNDER WHICH THE
SELLER GROUP PAID SALES FEES OR COMMISSIONS IN EXCESS OF $200,000 FOR THE 12
MONTHS ENDED NOVEMBER 29, 2002 (EACH, A "DISTRIBUTION AGREEMENT");
(G)
AGREEMENT FOR THE PURCHASE OF SUPPLIES OR
MATERIALS RELATED TO THE BUSINESS OTHER THAN IN THE ORDINARY COURSE OF BUSINESS
PROVIDING FOR ANNUAL PAYMENTS IN EXCESS OF $200,000;
(H)
AGREEMENT FOR THE SALE OF GOODS OR SERVICES
RELATED TO THE BUSINESS OTHER THAN IN THE ORDINARY COURSE OF BUSINESS PROVIDING
FOR ANNUAL PAYMENTS IN EXCESS OF $200,000;
(I)
AGREEMENT (NON-COMPETE OR OTHERWISE) OR
COMMITMENT THAT IS BINDING UPON ANY MEMBER OF THE SELLER GROUP OR ANY OF ITS
OFFICERS, DIRECTORS OR EMPLOYEES WHICH HAS OR MAY HAVE THE EFFECT OF PROHIBITING
OR IMPAIRING ANY MATERIAL BUSINESS PRACTICE, ANY ACQUISITION OF MATERIAL
PROPERTY (TANGIBLE OR INTANGIBLE) OR THE CONDUCT OF THE BUSINESS