IF
ANY;
VIII.
EACH JOINT VENTURE, PARTNERSHIP, AND OTHER APPLICABLE CONTRACT (HOWEVER NAMED)
INVOLVING A SHARING OF PROFITS, LOSSES, COSTS, OR LIABILITIES BY AN ACQUIRED
COMPANY WITH ANY OTHER PERSON (OTHER THAN THE OPERATING AGREEMENT);
IX.
EACH APPLICABLE CONTRACT CONTAINING COVENANTS THAT IN ANY WAY PURPORT TO
RESTRICT THE BUSINESS ACTIVITY OF AN ACQUIRED COMPANY OR LIMIT THE FREEDOM OF AN
ACQUIRED COMPANY TO ENGAGE IN ANY LINE OF BUSINESS OR TO COMPETE WITH ANY
PERSON;
X.
EACH POWER OF ATTORNEY OF THE ACQUIRED COMPANIES THAT IS CURRENTLY EFFECTIVE AND
OUTSTANDING;
XI.
EACH APPLICABLE CONTRACT ENTERED INTO OTHER THAN IN THE ORDINARY COURSE OF
BUSINESS;
XII.
EACH APPLICABLE CONTRACT FOR CAPITAL EXPENDITURES IN EXCESS OF TWENTY THOUSAND
DOLLARS ($20,000.00);
XIII.
EACH WRITTEN WARRANTY FORM, GUARANTY FORM, PURCHASE ORDER FORM, AND SALES ORDER
FORM PRESENTLY USED BY THE ACQUIRED COMPANIES; AND
XIV.
EACH WRITTEN AMENDMENT, SUPPLEMENT, AND MODIFICATION IN RESPECT OF ANY OF THE
FOREGOING.
B.
EXCEPT AS SET FORTH IN SCHEDULE 3.18(B), EACH APPLICABLE CONTRACT IDENTIFIED OR
REQUIRED TO BE IDENTIFIED IN SCHEDULE 3.18(A) ("MATERIAL COMPANY CONTRACT") IS
IN FULL FORCE AND EFFECT AND IS VALID AND ENFORCEABLE IN ACCORDANCE WITH ITS
TERMS, EXCEPT AS ENFORCEABILITY MAY BE LIMITED BY APPLICABLE EQUITABLE
PRINCIPLES OR BY BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR SIMILAR
LAWS FROM TIME TO TIME IN EFFECT AFFECTING THE ENFORCEMENT OF CREDITOR'S RIGHTS
GENERALLY.
C.
EXCEPT AS SET FORTH IN SCHEDULE 3.18(C):
I.
THE ACQUIRED COMPANIES ARE IN SUBSTANTIAL COMPLIANCE WITH ALL APPLICABLE TERMS
AND REQUIREMENTS OF EACH APPLICABLE CONTRACT UNDER WHICH AN ACQUIRED COMPANY HAS
OR HAD ANY OBLIGATION OR LIABILITY OR BY WHICH AN ACQUIRED COMPANY OR ANY OF THE
ASSETS OWNED OR USED BY AN ACQUIRED COMPANY IS OR WAS BOUND; AND
II.
TO THE KNOWLEDGE OF THE COMPANY, EACH OTHER PERSON THAT HAS ANY OBLIGATION OR
LIABILITY UNDER ANY APPLICABLE CONTRACT UNDER WHICH AN ACQUIRED COMPANY HAS ANY
RIGHTS IS IN SUBSTANTIAL COMPLIANCE WITH ALL APPLICABLE TERMS AND REQUIREMENTS
OF SUCH APPLICABLE CONTRACT.
27
D.
TO THE KNOWLEDGE OF THE COMPANY, EXCEPT AS SET FORTH IN SCHEDULE 3.18(D), THERE
ARE NO RENEGOTIATIONS OF, OR OUTSTANDING CONTRACTUAL RIGHTS TO RENEGOTIATE, ANY
MATERIAL AMOUNTS PAID OR PAYABLE TO AN ACQUIRED COMPANY UNDER CURRENT APPLICABLE
CONTRACTS WITH ANY PERSON AND, NO SUCH PERSON HAS MADE WRITTEN DEMAND FOR SUCH
RENEGOTIATION.
E.
NOTWITHSTANDING ANYTHING IN THIS SECTION 3.18 TO THE CONTRARY, NO
REPRESENTATIONS OR WARRANTIES ARE MADE WITH RESPECT TO ANY APPLICABLE CONTRACT
(EXCLUDING THIS AGREEMENT AND ANY AGREEMENT ENTERED INTO PURSUANT TO THIS
AGREEMENT) TO WHICH BUYER OR ANY OF ITS AFFILIATES ARE A PARTY.
3.19
Insurance.
Schedule 3.19 sets forth a list of, or attaches copies
of certificates of insurance relating to, each insurance policy (excluding any
relating to Company Benefit Plans) covering the assets, rights, business
equipment, properties, operations, employees, consultants and directors of the
Acquired Companies, including the name of the insurer, policy number, policy
limits, expiration dates, and a brief description of coverage (copies of which,
including all amendments and riders, have been