SET FORTH ON SCHEDULE 4.25, NEITHER ILEAD NOR
THE SHAREHOLDERS HAVE EMPLOYED ANY FINANCIAL ADVISOR, BROKER, FINDER, CONSULTANT
OR ADVISOR, AND NEITHER ILEAD NOR THE SHAREHOLDERS HAVE INCURRED NOR WILL INCUR
ANY BROKER'S, FINDER'S, INVESTMENT BANKING, CONSULTANT, ADVISORY OR SIMILAR
FEES, COMMISSIONS OR EXPENSES IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT.
4.26
BANKS AND BROKERAGE ACCOUNTS.
SCHEDULE 4.26 SETS FORTH (1) A TRUE
AND COMPLETE LIST OF THE NAMES AND LOCATIONS OF ALL BANKS, TRUST COMPANIES,
SECURITIES BROKERS AND OTHER FINANCIAL INSTITUTIONS AT WHICH ILEAD HAS AN
ACCOUNT OR SAFETY DEPOSIT BOX OR MAINTAINS A BANKING, CUSTODIAL, TRADING OR
OTHER SIMILAR RELATIONSHIP, (2) A TRUE AND COMPLETE LIST AND DESCRIPTION OF EACH
ACCOUNT, SAFETY DEPOSIT BOX AND RELATIONSHIP, INDICATING IN EACH CASE THE
ACCOUNT NUMBER, THE NAMES OF THE RESPECTIVE OFFICERS, EMPLOYEES, AGENTS OR OTHER
SIMILAR REPRESENTATIVES OF ILEAD HAVING SIGNATORY POWER WITH RESPECT THERETO AND
THE CURRENT BALANCES IN THE ACCOUNTS OR SAFETY DEPOSIT BOXES, AND (3) A LIST OF
EACH DEBENTURE, NOTE, AND OTHER EVIDENCE OF INDEBTEDNESS, STOCK, SECURITY
(INCLUDING RIGHTS TO PURCHASE AND DERIVATIVE SECURITIES OR RIGHTS), INTERESTS IN
JOINT VENTURES AND GENERAL AND LIMITED PARTNERSHIPS, MORTGAGE LOANS AND OTHER
INVESTMENT OR PORTFOLIO ASSETS OWNED OF RECORD OR BENEFICIALLY BY ILEAD, THE
LEGAL NAME OF THE RECORD AND BENEFICIAL OWNER THEREOF, THE LOCATION OF THE
CERTIFICATES, IF ANY, THEREFOR, THE MATURITY DATE, IF ANY, AND ANY STOCK OR BOND
POWERS OR OTHER AUTHORITY FOR TRANSFER GRANTED WITH RESPECT THERETO.
4.27
INDEBTEDNESS AND LIABILITIES.
ON THE CLOSING DATE, ILEAD WILL BE
FREE AND CLEAR OF ALL INDEBTEDNESS AND LIABILITIES, INCLUDING BUT NOT LIMITED TO
LIENS, OBLIGATIONS, CLAIMS AND ENCUMBRANCES, ACTUAL OR CONTINGENT, KNOWN OR
UNFORESEEN, INCLUDING BUT NOT LIMITED TO BANK LOANS, SHAREHOLDER LOANS, PAYROLL
CLAIMS, BONUS AND COMMISSION CLAIMS, UNPAID PAYROLL TAXES, OTHER UNPAID TAXES,
PENSION OBLIGATIONS, EMPLOYMENT DISCRIMINATION CLAIMS, SEXUAL HARASSMENT CLAIMS,
BREACH OF CONTRACT CLAIMS, CREDIT CARD CHARGEBACKS, LAWSUITS, STOCK OPTIONS,
STOCK WARRANTS, PHANTOM STOCK PLANS, STOCK APPRECIATION RIGHTS OR PLANS,
DEFERRED COMPENSATION AGREEMENTS, PURCHASE AGREEMENTS THAT CANNOT BE CANCELLED
BY ILEAD AT ANY TIME, CONSULTING AGREEMENTS, EMPLOYMENT AGREEMENTS OTHER THAN
THE EMPLOYMENT AGREEMENT REFERRED TO IN SECTION 9.1(H)(4), SEVERANCE AGREEMENTS
OR "CHANGE OF CONTROL" AGREEMENTS OF ANY NATURE, AND ANY OTHER LIABILITIES OF
ANY NATURE WHATSOEVER (COLLECTIVELY, "CLAIMS OF ANY NATURE") EXCEPTING ONLY
THOSE LIABILITIES SHOWN ON THE COMPANY FINANCIALS, AS PREVIOUSLY PROVIDED BY THE
SHAREHOLDERS TO THK, AND (II) LIABILITIES OR OBLIGATIONS THAT HAVE ARISEN IN THE
ORDINARY COURSE OF ILEAD'S BUSINESS FROM DECEMBER 31, 2005 UNTIL THE CLOSING
DATE (THE "APPROVED LIABILITIES").
4.28
CONTRACTS.
SCHEDULE 4.28 SETS FORTH A LIST, AS OF THE DATE OF THIS
AGREEMENT, OF ALL CONTRACTS TO WHICH ILEAD IS A PARTY INCLUDING:
(a)
any Contract (or group of related Contracts) for the purchase or
sale of raw materials, commodities, supplies, products, or other personal
property, or for the furnishing or receipt of services, not entered into in the
ordinary course of business;
(b)
any Contract concerning a partnership, joint venture or limited
liability company venture;