WHICH EITHER SELLER IS A PARTY OR BY WHICH ANY OF THE PURCHASED
ASSETS IS BOUND (COLLECTIVELY, THE "MATERIAL CONTRACTS"):
(I)
(A)
ALL CONTRACTS PROVIDING FOR
CONSULTING OR OTHER SERVICES FOR A SPECIFIED OR UNSPECIFIED TERM, THE NAME,
POSITION AND RATE OF COMPENSATION OF EACH PERSON PARTY TO SUCH A CONTRACT AND
THE EXPIRATION DATE OF EACH SUCH CONTRACT, BUT ONLY TO THE EXTENT SUCH CONTRACTS
PROVIDE FOR AN ANNUAL BASE COMPENSATION TO EACH PERSON PARTY TO SUCH A CONTRACT
IN EXCESS OF $50,000 PER ANNUM AND (B) ANY WRITTEN OR UNWRITTEN REPRESENTATIONS,
COMMITMENTS, PROMISES, COMMUNICATIONS OR COURSES OF CONDUCT
18
INVOLVING AN OBLIGATION OF THE SELLERS TO MAKE PAYMENTS (WITH OR WITHOUT NOTICE,
PASSAGE OF TIME OR BOTH) TO ANY PERSON IN CONNECTION WITH, OR AS A CONSEQUENCE
OF, THE TRANSACTIONS CONTEMPLATED HEREBY OR TO ANY EMPLOYEE WHO IS DISCLOSED IN
SECTION 2.11(A)(I) OF THE DISCLOSURE SCHEDULE, OTHER THAN WITH RESPECT TO SALARY
OR INCENTIVE COMPENSATION PAYMENTS IN THE ORDINARY COURSE OF BUSINESS CONSISTENT
WITH PAST PRACTICE;
(II)
ALL CONTRACTS WITH ANY PERSON CONTAINING
ANY PROVISION OR COVENANT PROHIBITING OR LIMITING THE ABILITY OF THE SELLERS TO
ENGAGE IN ANY BUSINESS ACTIVITY OR COMPETE WITH ANY PERSON OR PROHIBITING OR
LIMITING THE ABILITY OF ANY PERSON TO COMPETE WITH THE SELLERS;
(III)
ALL PARTNERSHIP, JOINT VENTURE,
SHAREHOLDERS' OR OTHER SIMILAR CONTRACTS;
(IV)
ALL CONTRACTS RELATING TO INDEBTEDNESS IN AN
AMOUNT OF $50,000 OR MORE;
(V)
ANY TRUST INDENTURE, MORTGAGE, PROMISSORY
NOTE, LOAN AGREEMENT OR OTHER CONTRACT FOR THE BORROWING OF MONEY, ANY CURRENCY
EXCHANGE, COMMODITIES OR OTHER HEDGING ARRANGEMENT OR ANY LEASING TRANSACTION OF
THE TYPE REQUIRED TO BE CAPITALIZED IN ACCORDANCE WITH GAAP;
(VI)
ALL CONTRACTS IN EXCESS OF $50,000 PER ANNUM
ENTERED INTO OUTSIDE THE ORDINARY COURSE OF BUSINESS (A) WITH INDEPENDENT
CONTRACTORS, DISTRIBUTORS, DEALERS, MANUFACTURERS' REPRESENTATIVES, SALES
AGENCIES OR FRANCHISEES, (B) WITH AGGREGATORS, MANUFACTURERS AND EQUIPMENT
VENDORS, AND (C) WITH RESPECT TO THE SALE OF SERVICES, PRODUCTS OR BOTH, TO
CUSTOMERS;
(VII)
ALL GUARANTEES OF ANY INDEBTEDNESS OR OTHER
OBLIGATIONS TO ANY PERSON, INCLUDING, BUT NOT LIMITED TO, ANY AGREEMENT OF
GUARANTEE, SUPPORT, ASSUMPTION OR ENDORSEMENT OF, OR ANY SIMILAR COMMITMENT WITH
RESPECT TO, THE OBLIGATIONS, LIABILITIES OR INDEBTEDNESS OF ANY OTHER PERSON;
(VIII)
ALL CONTRACTS (OTHER THAN EMPLOYMENT-RELATED
AGREEMENTS) BETWEEN OR AMONG EITHER SELLER, ON THE ONE HAND, AND ANY CURRENT OR
FORMER OFFICER, DIRECTOR, SHAREHOLDER, OR AFFILIATE OF THE SELLERS, ON THE OTHER
HAND;
(IX)
ALL CONTRACTS THAT (A) LIMIT OR CONTAIN
RESTRICTIONS ON THE ABILITY OF THE SELLERS TO DECLARE OR PAY DIVIDENDS ON, TO
MAKE ANY OTHER DISTRIBUTION IN RESPECT OF OR TO ISSUE OR PURCHASE, REDEEM OR
OTHERWISE ACQUIRE THE CAPITAL STOCK OF EITHER SELLER, TO INCUR INDEBTEDNESS, TO
INCUR OR SUFFER TO EXIST ANY LIEN, TO PURCHASE OR SELL ANY PURCHASED ASSETS, TO
CHANGE THE LINES OF BUSINESS IN WHICH SELLERS PARTICIPATE OR ENGAGE, (B) REQUIRE
THE SELLERS TO MAINTAIN SPECIFIED FINANCIAL RATIOS OR LEVELS OF NET WORTH OR
OTHER INDICIA OF FINANCIAL CONDITION OR (C) REQUIRE EITHER SELLER