COURSE OF BUSINESS);
(X)
ANY AGREEMENT THAT COULD REASONABLY BE
EXPECTED TO HAVE THE EFFECT OF PROHIBITING OR IMPAIRING THE CONDUCT OF THE
ACQUIRED BUSINESS OF THE SELLER OR THE BUYER OR ANY OF ITS SUBSIDIARIES;
(XI)
ANY AGREEMENT UNDER WHICH THE SELLER OR ANY
OF ITS AFFILIATES IS RESTRICTED FROM SELLING, LICENSING OR OTHERWISE
DISTRIBUTING ANY OF ITS TECHNOLOGY OR PRODUCTS, OR PROVIDING SERVICES TO,
CUSTOMERS OR POTENTIAL CUSTOMERS OR ANY CLASS OF CUSTOMERS, IN ANY GEOGRAPHIC
AREA, DURING ANY PERIOD OF TIME OR ANY SEGMENT OF THE MARKET OR LINE OF
BUSINESS;
(XII)
ANY AGREEMENT WHICH WOULD ENTITLE ANY THIRD
PARTY TO RECEIVE A LICENSE OR ANY OTHER RIGHT TO INTELLECTUAL PROPERTY OF THE
BUYER OR ANY OF THE BUYER'S AFFILIATES FOLLOWING THE CLOSING; AND
(XIII)
ANY OTHER AGREEMENT OF SELLER WHICH IS NOT
OTHERWISE DESCRIBED IN SUBCLAUSES (I) THROUGH (XII) ABOVE.
9
(B)
THE SELLER HAS DELIVERED TO THE BUYER A
COMPLETE AND ACCURATE COPY OF EACH AGREEMENT LISTED IN SECTION 2.9 OR
SECTION 2.10 OF THE DISCLOSURE SCHEDULE.
WITH RESPECT TO EACH AGREEMENT SO
LISTED, (I) THE AGREEMENT IS LEGAL, VALID, BINDING AND ENFORCEABLE AND IN FULL
FORCE AND EFFECT; (II) THE AGREEMENT IS ASSIGNABLE BY THE SELLER TO THE BUYER
WITHOUT THE CONSENT OR APPROVAL OF ANY PARTY (EXCEPT AS SET FORTH IN SECTION 2.3
OF THE DISCLOSURE SCHEDULE) AND WILL CONTINUE TO BE LEGAL, VALID, BINDING AND
ENFORCEABLE AND IN FULL FORCE AND EFFECT IMMEDIATELY FOLLOWING THE CLOSING IN
ACCORDANCE WITH THE TERMS THEREOF AS IN EFFECT IMMEDIATELY PRIOR TO THE CLOSING;
AND (III) NEITHER THE SELLER NOR, TO THE KNOWLEDGE OF THE SELLER, 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 SELLER, IS
THREATENED, WHICH, AFTER THE GIVING OF NOTICE, WITH LAPSE OF TIME, OR OTHERWISE,
WOULD CONSTITUTE A BREACH OR DEFAULT BY THE SELLER OR, TO THE KNOWLEDGE OF THE
SELLER, ANY OTHER PARTY UNDER SUCH AGREEMENT.
2.11
LITIGATION.
THERE IS NO LEGAL PROCEEDING WHICH
IS PENDING OR HAS BEEN THREATENED IN WRITING AGAINST THE SELLER THAT RELATES IN
ANY WAY TO THE ACQUIRED BUSINESS, THE ACQUIRED ASSETS OR THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
THERE ARE NO JUDGMENTS, ORDERS OR DECREES
OUTSTANDING AGAINST THE SELLER.
2.12
EMPLOYEES AND EMPLOYEE BENEFITS.
(A)
SECTION 2.12 OF THE DISCLOSURE SCHEDULE
CONTAINS A LIST OF ALL EMPLOYEES OF THE SELLER, ALONG WITH THE POSITION AND THE
ANNUAL RATE OF COMPENSATION OF EACH SUCH PERSON.
SECTION 2.12 OF THE DISCLOSURE
SCHEDULE CONTAINS A LIST OF ALL EMPLOYEES OF THE SELLER WHO ARE A PARTY TO A
NON-COMPETITION AGREEMENT WITH THE SELLER; COPIES OF SUCH AGREEMENTS HAVE
PREVIOUSLY BEEN DELIVERED TO THE BUYER. SECTION 2.12 OF THE DISCLOSURE SCHEDULE
CONTAINS A LIST OF ALL EMPLOYEES OF THE SELLER WHO ARE NOT CITIZENS OF THE
UNITED STATES.
(B)
THE SELLER HAS COMPLIED WITH ALL FEDERAL,
STATE AND LOCAL LAWS RELATING TO THE HIRING AND CLASSIFICATION OF EMPLOYEES