OTHER ORAL OR WRITTEN CONTRACT OR OBLIGATION NOT LISTED IN THE
ABOVE CLAUSES THAT INDIVIDUALLY HAD OR HAS A VALUE OR PAYMENT OBLIGATION IN
EXCESS OF $25,000 OVER THE LIFE OF THE CONTRACT OR IS OTHERWISE MATERIAL TO THE
COMPANY OR ITS BUSINESS, OPERATIONS, FINANCIAL CONDITION, PROPERTIES OR ASSETS.
3.19.2.
ALL MATERIAL CONTRACTS ARE IN WRITTEN
FORM.
THE COMPANY HAS PERFORMED ALL OF THE OBLIGATIONS REQUIRED TO BE PERFORMED
BY IT AND IS ENTITLED TO ALL BENEFITS UNDER, IS NOT ALLEGED TO BE IN DEFAULT IN
RESPECT OF, ANY MATERIAL CONTRACT.
EACH OF THE MATERIAL CONTRACTS IS IN FULL
FORCE AND EFFECT, SUBJECT ONLY TO THE EFFECT, IF ANY, OF APPLICABLE BANKRUPTCY
AND OTHER SIMILAR LAWS AFFECTING THE RIGHTS OF CREDITORS GENERALLY AND RULES OF
LAW GOVERNING SPECIFIC PERFORMANCE, INJUNCTIVE RELIEF AND OTHER EQUITABLE
REMEDIES.
THERE EXISTS NO DEFAULT OR EVENT OF DEFAULT OR EVENT, OCCURRENCE,
CONDITION OR ACT, WITH RESPECT TO THE COMPANY OR, TO THE COMPANY'S SUBSIDIARY'S
KNOWLEDGE, WITH RESPECT TO ANY OTHER CONTRACTING PARTY, WHICH, WITH THE GIVING
OF NOTICE, THE LAPSE OF TIME OR THE HAPPENING OF ANY OTHER EVENT OR CONDITION,
WOULD REASONABLY BE EXPECTED TO (I) BECOME A DEFAULT OR EVENT OF DEFAULT UNDER
ANY MATERIAL CONTRACT OR (II) GIVE ANY THIRD PARTY (A) THE RIGHT TO DECLARE A
DEFAULT OR EXERCISE ANY REMEDY UNDER ANY MATERIAL CONTRACT, (B) THE RIGHT TO A
REBATE, CHARGEBACK, REFUND, CREDIT, PENALTY OR CHANGE IN DELIVERY SCHEDULE UNDER
ANY MATERIAL CONTRACT, (C) THE RIGHT TO ACCELERATE THE MATURITY OR PERFORMANCE
OF ANY OBLIGATION OF THE COMPANY UNDER ANY MATERIAL CONTRACT, OR (D) THE RIGHT
TO CANCEL, TERMINATE OR MODIFY ANY MATERIAL CONTRACT. THE COMPANY HAS NOT
RECEIVED ANY NOTICE OR OTHER COMMUNICATION REGARDING ANY ACTUAL OR POSSIBLE
VIOLATION OR BREACH OF, DEFAULT UNDER, OR INTENTION TO CANCEL OR MODIFY ANY
MATERIAL CONTRACT.
THE COMPANY HAS NO LIABILITY FOR RENEGOTIATION OF GOVERNMENT
CONTRACTS.
TRUE, CORRECT AND COMPLETE COPIES OF ALL MATERIAL CONTRACTS HAVE
BEEN PROVIDED TO PURCHASER PRIOR TO THE DATE OF SIGNING THE ORIGINAL PURCHASE
AGREEMENT.
3.20.
EXPORT CONTROL LAWS.
THE COMPANY HAS CONDUCTED ITS
EXPORT TRANSACTIONS IN ACCORDANCE IN ALL RESPECTS WITH APPLICABLE PROVISIONS OF
UNITED STATES AND APPLICABLE FOREIGN EXPORT CONTROL LAWS AND REGULATIONS,
INCLUDING BUT NOT LIMITED TO THE EXPORT ADMINISTRATION ACT AND IMPLEMENTING
EXPORT ADMINISTRATION REGULATIONS.
THERE ARE NO PENDING OR, TO THE KNOWLEDGE OF
THE COMPANY, THREATENED CLAIMS AGAINST THE COMPANY WITH RESPECT TO SUCH EXPORT
LICENSES OR OTHER APPROVALS, AND THERE ARE NO ACTIONS, CONDITIONS OR
CIRCUMSTANCES PERTAINING TO THE COMPANY'S EXPORT TRANSACTIONS THAT WOULD
REASONABLY BE EXPECTED TO GIVE RISE TO ANY FUTURE CLAIMS.
3.21.
CUSTOMERS AND SUPPLIERS.
3.21.1.
THE COMPANY HAS NO OUTSTANDING MATERIAL
DISPUTES CONCERNING ITS PRODUCTS AND/OR SERVICES WITH ANY CUSTOMER OR
DISTRIBUTOR WHO, IN THE YEAR ENDED DECEMBER 31, 2006 OR THE 3 MONTHS ENDED
MARCH 31, 2007, WAS ONE OF THE 5 LARGEST SOURCES OF REVENUES FOR THE COMPANY,
BASED ON AMOUNTS PAID OR PAYABLE (EACH, A "SIGNIFICANT CUSTOMER"), AND THE
COMPANY HAS NO KNOWLEDGE OF