AND CONDITIONS AS IT WAS
IMMEDIATELY PRIOR TO THE CLOSING, EITHER DIRECTLY OR INDIRECTLY.
(B)
TO SELLERS'S KNOWLEDGE, EXCEPT AS SET FORTH IN SECTION 2.11 OF THE
SELLERS DISCLOSURE SCHEDULE, NONE OF THE INTERNAL SYSTEMS, OR THE USE THEREOF,
INFRINGES OR VIOLATES, OR CONSTITUTES A MISAPPROPRIATION OF, ANY INTELLECTUAL
PROPERTY RIGHTS OF ANY PERSON OR ENTITY.
SECTION 2.11 OF THE DISCLOSURE
SCHEDULE LISTS ANY COMPLAINT, CLAIM OR NOTICE, OR WRITTEN THREAT THEREOF,
RECEIVED BY THE SELLERS ALLEGING ANY SUCH INFRINGEMENT, VIOLATION OR
MISAPPROPRIATION.
CONDUCTED (EXCLUDING OFF-THE-SHELF SOFTWARE PROGRAMS LICENSED
BY THE SELLERS
2.12
CONTRACTS.
(A)
SECTION 2.12 OF THE DISCLOSURE SCHEDULE SETS FORTH THE FOLLOWING
INFORMATION:
(I)
ALL LIST OF CURRENT COMPONENT VENDORS AND A LIST OF ANY
NEGOTIATED AGREEMENTS (EXCLUDING PURCHASE ORDER AND OTHER PREPRINTED AGREEMENTS)
WITH THOSE VENDORS WHICH RELATE TO THE ACQUIRED BUSINESS;
(II)
A LIST OF ANY AGREEMENTS WITH ANY LOCAL SERVICES PROVIDED TO THE
ACQUIRED BUSINESS (E.G., TRANSPORTATION, TEMPORARY AGENCIES, CAFETERIA, CAR AND
FORKLIFT LEASES), OTHER THAN ANY SUCH AGREEMENTS NEGOTIATED AT SELLERS'
"CORPORATE LEVEL";
(III)
ANY AGREEMENT CONCERNING THE ESTABLISHMENT OR OPERATION OF A
PARTNERSHIP, JOINT VENTURE OR LIMITED LIABILITY COMPANY THAT TO THE BEST OF
SELLERS'S KNOWLEDGE MAY AFFECT OR IMPAIR BUYER FROM CONTINUING THE ACQUIRED
BUSINESS AS AN ADEQUATE GOING CONCERN;
(IV)
ANY AGREEMENT FOR THE DISPOSITION OF ANY SIGNIFICANT PORTION OF
THE ACQUIRED BUSINESS OR ANY SIGNIFICANT PART THERETO;
(V)
ANY EMPLOYMENT OR CONSULTING AGREEMENT RELATED TO THE ACQUIRED
BUSINESS;
8
(VI)
ANY NONDISCLOSURE OR NONCOMPETE AGREEMENT WITH ANY VENDOR WHICH
RELATES TO THE ACQUIRED BUSINESS;
(VII)
A LIST OF ALL OPEN PURCHASE ORDERS RELATING TO THE ACQUIRED
BUSINESS
(B)
THE SELLERS HAVE DELIVERED TO THE BUYER A COMPLETE AND ACCURATE
COPY OF EACH AGREEMENT LISTED IN SECTION 2.12 OF THE DISCLOSURE SCHEDULE (OTHER
THAN ANY AGREEMENT TO WHICH BUYER IS ALREADY A PARTY).
UNLESS SET FORTH IN
SECTION 2.12(B) THE DISCLOSURE SCHEDULE, WITH RESPECT TO THE ASSUMED CONTRACTS:
(I) TO THE BEST OF SELLERS' KNOWLEDGE, THE AGREEMENT IS LEGAL, VALID, BINDING
AND ENFORCEABLE AND IN FULL FORCE AND EFFECT; (II), THE AGREEMENT IS ASSIGNABLE
BY THE SELLERS TO THE BUYER; AND (III) NEITHER THE SELLERS NOR, TO THE BEST
KNOWLEDGE OF THE SELLERS, ANY OTHER PARTY, IS IN BREACH OR VIOLATION OF, OR
DEFAULT UNDER, ANY SUCH AGREEMENT, AND NO EVENT HAS OCCURRED, IS PENDING OR, TO
THE KNOWLEDGE OF THE SELLERS, IS THREATENED, WHICH, AFTER THE GIVING OF NOTICE,
WITH LAPSE OF TIME, OR OTHERWISE, WOULD CONSTITUTE A BREACH OR DEFAULT BY THE
SELLERS OR, TO THE KNOWLEDGE OF THE SELLERS, ANY OTHER PARTY UNDER SUCH
AGREEMENT.
2.13
LITIGATION.
EXCEPT AS SET FORTH IN SECTION 2.13 OF THE DISCLOSURE
SCHEDULE, THERE IS NO LEGAL PROCEEDING WHICH IS PENDING OR HAS BEEN THREATENED
IN WRITING AGAINST THE SELLERS THAT TO THE BEST OF SELLERS' KNOWLEDGE MAY AFFECT
OR IMPAIR BUYER FROM CONTINUING THE ACQUIRED BUSINESS AS AN ADEQUATE GOING
CONCERN.
THERE ARE NO JUDGMENTS, ORDERS OR DECREES OUTSTANDING AGAINST THE
SELLERS WHICH RELATE TO THE ACQUIRED BUSINESS.
2.14
EMPLOYEES.