OF, OR HOLDS OR OPERATES, ANY
PERSONAL PROPERTY OWNED BY ANY OTHER PARTY CALLING FOR PAYMENTS IN EXCESS OF
$10,000.00 ANNUALLY OR UNDER WHICH IT IS LESSOR OF OR PERMITS ANY THIRD PARTY TO
HOLD OR OPERATE ANY PROPERTY, REAL OR PERSONAL, OWNED OR CONTROLLED BY IT;
(VIII)
CONTRACT OR GROUP OF RELATED CONTRACTS WITH THE SAME PARTY FOR THE
PURCHASE OR SALE OF SUPPLIES, PRODUCTS OR OTHER PERSONAL PROPERTY OR FOR THE
FURNISHING OR RECEIPT OF SERVICES WHICH EITHER CALLS FOR PERFORMANCE OVER A
PERIOD OF MORE THAN ONE YEAR OR INVOLVES A SUM IN EXCESS OF $10,000.00;
(IX)
CONTRACT WITH ANY PERSON FOR THE PURCHASE OR SUPPLY OF VEGETABLES
OR BERRIES OR ANY OTHER INGREDIENT OR MATERIAL USED IN A PRODUCT OF THE
BUSINESS;
(X)
CONTRACT FOR THE CO-PACKAGING OR SIMILAR ARRANGEMENT FOR ANY
PRODUCT OF THE BUSINESS;
(XI)
CONTRACT WHICH PROHIBITS THE COMPANY FROM FREELY ENGAGING IN THE
BUSINESS ANYWHERE IN THE WORLD;
24
(XII)
CONTRACT RELATING TO THE DISTRIBUTION (INCLUDING WITH RESPECT TO
SYSTEMS, ROUTES OR NETWORKS), MARKETING OR SALES OF THE COMPANY'S PRODUCTS (THE
"DISTRIBUTION CONTRACTS");
(XIII)
CONTRACT PURSUANT TO WHICH THE COMPANY SUBCONTRACTS WORK TO THIRD
PARTIES;
(XIV)
CONTRACT RELATING TO THE ACQUISITION OR SALE OF THE BUSINESS (OR
ANY MATERIAL PORTION THEREOF);
(XV)
CONTRACT FOR WAREHOUSE MANAGEMENT;
(XVI)
CONTRACT FOR MOVEMENT OF FREIGHT;
(XVII)
"TAKE-OR-PAY" OR "REQUIREMENTS" CONTRACT;
(XVIII)
ANY OTHER CONTRACT NOT ALREADY LISTED UNDER ONE OF THE SUBSECTIONS
ABOVE THAT INVOLVES FUTURE PAYMENTS, PERFORMANCE BY THE COMPANY OF SERVICES OR
DELIVERY BY THE COMPANY OF GOODS OR MATERIALS OF AN AGGREGATE AMOUNT OR VALUE IN
EXCESS OF $10,000.00 ON AN ANNUAL BASIS, OR THAT OTHERWISE IS MATERIAL TO THE
BUSINESS OR PROSPECTS OF THE BUSINESS, TAKEN AS A WHOLE; OR
(XIX)
ANY AMENDMENT, WAIVER OR MODIFICATION TO ANY OF THE FOREGOING.
(B)
EXCEPT AS DISCLOSED IN SCHEDULE 4.11(B) OR AS WOULD NOT REASONABLY BE
EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT, (I) TO THE COMPANY'S KNOWLEDGE,
NO CONTRACT OR COMMITMENT DISCLOSED ON, OR REQUIRED TO BE DISCLOSED ON,
SCHEDULE 4.11(A) HAS BEEN BREACHED, DEFAULTED ON, OR CANCELED BY THE OTHER
PARTY, AND THE COMPANY HAS NO KNOWLEDGE OF ANY ANTICIPATED BREACH, DEFAULT OR
CANCELLATION BY ANY OTHER PARTY TO ANY CONTRACT SET FORTH OR REQUIRED TO BE SET
FORTH ON SCHEDULE 4.11(A), (II) THE COMPANY HAS PERFORMED ALL THE OBLIGATIONS
REQUIRED TO BE PERFORMED BY IT IN CONNECTION WITH THE CONTRACTS DISCLOSED ON,
AND THE CONTRACTS REQUIRED TO BE DISCLOSED ON, SCHEDULE 4.11(A) AND IS NOT IN
DEFAULT UNDER OR IN BREACH OF ANY SUCH CONTRACT, AND NO EVENT HAS OCCURRED WHICH
WITH THE PASSAGE OF TIME OR THE GIVING OF NOTICE OR BOTH WOULD RESULT IN A
DEFAULT OR BREACH THEREUNDER, (III) THE COMPANY DOES NOT HAVE A PRESENT
EXPECTATION OR INTENTION OF NOT FULLY PERFORMING ANY OBLIGATION PURSUANT TO ANY
CONTRACT SET FORTH ON, OR ANY CONTRACT THAT IS REQUIRED TO BE SET FORTH ON,
SCHEDULE 4.11(A), AND (IV) EACH CONTRACT WITH RESPECT TO THE BUSINESS IS