DISTRIBUTION BY SELLER OF
PRODUCTS OF ANOTHER PARTY INVOLVING CONSIDERATION IN EXCESS OF $100,000;
(XI)
ANY AGREEMENT PROVIDING FOR A REBATE,
DISCOUNT, BONUS OR COMMISSION IN EXCESS OF $100,000 WITH RESPECT TO THE SALE OF
ANY PRODUCT;
(XII)
ANY AGREEMENT REQUIRING SELLER TO ADVANCE OR
LOAN ANY AMOUNT IN EXCESS OF $100,000 TO OR ON BEHALF OF ANY OF ITS DIRECTORS,
EMPLOYEES, SHAREHOLDERS, AFFILIATES OR ASSOCIATES (OR THEIR RESPECTIVE
AFFILIATES OR ASSOCIATES);
(XIII)
ANY AGREEMENT PROVIDING FOR THE ACQUISITION
AFTER JANUARY 1, 2001 BY SELLER (OR ANY PREDECESSOR IN INTEREST) OF ANY REAL
PROPERTY, OPERATING BUSINESS OR THE SHARES OR OTHER EQUITY INTERESTS OF ANY
PERSON FOR CONSIDERATION IN EXCESS OF $100,000;
23
(XIV)
ANY EMPLOYMENT, SEVERANCE, CONSULTING OR OTHER
AGREEMENT OF ANY NATURE WITH ANY CURRENT OR FORMER SHAREHOLDER, DIRECTOR,
OFFICER OR ANY AFFILIATE THEREOF INVOLVING CONSIDERATION IN EXCESS OF $100,000
PER YEAR INDIVIDUALLY OR $100,000 PER YEAR IN THE AGGREGATE;
(XV)
ANY AGREEMENT RESTRICTING THE ABILITY OF SELLER
TO INCUR INDEBTEDNESS;
(XVI)
ANY AGREEMENT RELATING TO INDEBTEDNESS, INTEREST
RATE SWAP OR HEDGING AGREEMENTS, SALE AND LEASEBACK TRANSACTIONS AND OTHER
SIMILAR FINANCING TRANSACTIONS;
(XVII)
ANY CONTRACT EXISTING BETWEEN SELLER AND ANY
GOVERNMENTAL AUTHORITY;
(XVIII)
ANY AGREEMENT PROVIDING FOR THE PROVISION BY SELLER TO
ANY THIRD PARTY OF ANY CONFIDENTIAL INFORMATION OR RESTRICTING SELLER FROM
PROVIDING SUCH INFORMATION TO THIRD PARTIES;
(XIX)
ANY AGREEMENT RESTRICTING SELLER'S OWNERSHIP,
OPERATION, SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION OF ANY OF THE PURCHASED
ASSETS;
(XX)
ANY REAL PROPERTY LEASE;
(XXI)
ANY AGREEMENT PROVIDING FOR PRODUCTION BY SELLER
OF ANY PRODUCT ON AN EXCLUSIVE OR REQUIREMENTS BASIS;
(XXII)
ANY AGREEMENT WITH A CONSULTANT OR SUBCONTRACTOR
INVOLVING PAYMENT OF CONSIDERATION OVER THE TERM OF SUCH AGREEMENT IN EXCESS OF
$100,000; OR
(XXIII)
ANY CONTRACT, AGREEMENT OR INSTRUMENT WITHIN THE
KNOWLEDGE OF SELLER WHICH IS OTHERWISE MATERIAL TO THE CONDUCT OR OPERATION OF
THE BUSINESS.
(B)
SELLER HAS PERFORMED IN ALL MATERIAL
RESPECTS THE OBLIGATIONS REQUIRED TO BE PERFORMED BY IT UNDER THE MATERIAL
CONTRACTS, AND, TO THE KNOWLEDGE OF SELLER, EACH OF THE MATERIAL CONTRACTS IS
VALID AND BINDING AND IN FULL FORCE AND EFFECT.
TRUE, CORRECT AND COMPLETE
COPIES OF ALL MATERIAL CONTRACTS HAVE BEEN MADE AVAILABLE TO PURCHASER.
SELLER
HAS NOT MADE OR RECEIVED ANY CLAIM OF ANY MATERIAL DEFAULT UNDER ANY MATERIAL
CONTRACT, AND AS OF THE DATE HEREOF, TO THE KNOWLEDGE OF SELLER, THERE IS NO
MATERIAL BREACH OR ANTICIPATED BREACH BY ANY OTHER PARTY TO ANY MATERIAL
CONTRACT.
3.11
PERMITS.
THE LISTED PERMITS ARE ALL MATERIAL
PERMITS, LICENSES, APPROVALS, FRANCHISES, CERTIFICATES, CONSENTS AND OTHER
AUTHORIZATIONS OF ANY GOVERNMENTAL AUTHORITY THAT ARE REQUIRED IN ORDER FOR
SELLER TO CONDUCT THE BUSINESS AS IT IS NOW BEING CONDUCTED.
EACH OF THE LISTED
PERMITS IS IN FULL FORCE AND EFFECT, EXCEPT FOR IMMATERIAL FAILURES.
TO THE
KNOWLEDGE OF SELLER, SELLER IS NOT IN CONFLICT IN ANY MATERIAL RESPECT WITH OR
IN MATERIAL DEFAULT OR VIOLATION OF ANY LISTED PERMIT.
3.12
COMPLIANCE WITH LAWS.
SELLER IS NOT IN MATERIAL
CONFLICT WITH OR IN MATERIAL