REASONABLY LIKELY TO HAVE A
MATERIAL ADVERSE EFFECT ON THE COMPANY. SELLER HAS MADE AVAILABLE TO BUYER TRUE
AND CORRECT COPIES OF EACH LEASE OR SUBLEASE PURSUANT TO WHICH THE COMPANY HAS
THE RIGHT TO OCCUPY ANY LEASED REAL PROPERTY (THE "REAL PROPERTY LEASES").
(D)
NEITHER THE COMPANY NOR SELLER HAS RECEIVED NOTICE OF ANY
PROCEEDING TO CHANGE OR REDEFINE THE ZONING CLASSIFICATION OF ALL OR ANY PORTION
OF THE COMPANY'S OWNED REAL PROPERTY OR LEASED REAL PROPERTY, NOR TO THE
KNOWLEDGE OF SELLER IS ANY SUCH PROCEEDING PROPOSED OR PENDING, EXCEPT IN EACH
CASE AS WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, BE REASONABLY LIKELY TO
HAVE A MATERIAL ADVERSE EFFECT ON THE COMPANY.
SECTION 3.14
CONTRACTS; NO DEFAULT.
(A)
SCHEDULE 3.14 OF THE DISCLOSURE SCHEDULE CONTAINS A LIST OF ALL OF
THE FOLLOWING CONTRACTS RELATING TO THE COMPANY AS OF THE DATE OF THIS
AGREEMENT:
(I)
EACH CONTRACT FOR THE PURCHASE OF MATERIALS OR PERSONAL PROPERTY
WITH ANY SUPPLIER OR FOR THE FURNISHING OF SERVICES TO THE COMPANY UNDER THE
TERMS
10
of which the Company is obligated to pay or otherwise give annual consideration
of more than $500,000;
(II)
EACH CONTRACT FOR THE SALE OF PERSONAL PROPERTY BY THE COMPANY
THAT IS REASONABLY LIKELY TO INVOLVE ANNUAL CONSIDERATION OF MORE THAN $500,000;
(III)
ALL CONTRACTS THAT LIMIT OR PURPORT TO LIMIT THE ABILITY OF THE
COMPANY IN ANY MATERIAL RESPECT TO COMPETE IN ANY LINE OF BUSINESS OR WITH ANY
PERSON OR IN ANY GEOGRAPHIC AREA OR DURING ANY PERIOD OF TIME, OR OTHERWISE
MATERIALLY RESTRICT THE CONDUCT OF THE COMPANY OR THE USE OF THE ASSETS OF THE
COMPANY AS PRESENTLY CONDUCTED AND USED (OTHER THAN LEASES FOR PERSONAL PROPERTY
OR SOFTWARE LICENSES);
(IV)
ALL CONTRACTS THAT WILL CONTINUE AFTER THE CLOSING OF THE
TRANSACTIONS CONTEMPLATED HEREUNDER BETWEEN OR AMONG SELLER OR ANY OF ITS
AFFILIATES (OTHER THAN THE COMPANY), ON THE ONE HAND, AND THE COMPANY, ON THE
OTHER HAND;
(V)
ANY MATERIAL CONTRACT THAT REQUIRES THE COMPANY TO CONDUCT
BUSINESS EXCLUSIVELY WITH ONE OR MORE PERSONS IN ANY PARTICULAR GEOGRAPHIC AREA
OR WITH RESPECT TO ANY PARTICULAR PRODUCT OR SERVICE;
(VI)
OTHER THAN AS DISCLOSED ON SCHEDULE 3.10(A) OF THE DISCLOSURE
SCHEDULE, ANY CONTRACT PRESENTLY IN EFFECT BETWEEN THE COMPANY AND ANY CURRENT
OR FORMER OFFICER, MANAGER, CONSULTANT OR OTHER EMPLOYEE (OR GROUP THEREOF)
RETAINED OR EMPLOYED BY THE COMPANY;
(VII)
ANY MATERIAL PARTNERSHIP OR JOINT VENTURE CONTRACTS TO WHICH THE
COMPANY IS A PARTY;
(VIII)
ANY BONDS OR AGREEMENTS OF GUARANTEE OR INDEMNIFICATION IN WHICH
THE COMPANY ACTS AS SURETY, GUARANTOR OR INDEMNITOR;
(IX)
ANY NONDISCLOSURE, CONFIDENTIALITY OR STANDSTILL CONTRACT WITH
ANY PERSON (EXCLUDING NONDISCLOSURE OR CONFIDENTIALITY AGREEMENTS WITH ANY
PERSON ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS) TO WHICH THE COMPANY IS
A PARTY; AND
(X)
THE ENSCO AGREEMENT AND THE HEAT SETTLEMENT AGREEMENT.
(B)
BASED ON SELLER'S KNOWLEDGE, THE COMPANY AND EACH OTHER PERSON
THAT IS A PARTY THERETO IS IN COMPLIANCE IN ALL MATERIAL RESPECTS UNDER EACH
SUCH