EXTEND OVER A PERIOD OF MORE THAN ONE YEAR, OR INVOLVE CONSIDERATION IN
EXCESS OF $5,000;
(III)
EACH FRANCHISE AGREEMENT SUBMITTED TO A PERSON FOR EXECUTION BUT
NOT YET EXECUTED AND DELIVERED TO EITHER SELLER BY SUCH PERSON;
(IV)
ANY AGREEMENTS RELATING TO INTELLECTUAL PROPERTY RIGHTS EXCEPT AS
SET FORTH IN SCHEDULE 4.19(B);
(V)
ANY AGREEMENT IMPOSING CONTINUING CONFIDENTIALITY OBLIGATIONS ON
THE SELLERS;
(VI)
ALL EXECUTORY CONTRACTS FOR CAPITAL EXPENDITURES WITH REMAINING
OBLIGATIONS IN EXCESS OF $5,000 EACH;
33
(VII)
ALL CONTRACTS CONTAINING COVENANTS THAT IN ANY WAY PURPORT TO
LIMIT THE FREEDOM TO ENGAGE IN ANY LINE OF BUSINESS OR TO COMPETE WITH ANY
PERSON OR IN ANY GEOGRAPHICAL AREA;
(VIII)
ALL COLLECTIVE BARGAINING AGREEMENTS;
(IX)
ALL SEVERANCE, CHANGE OF CONTROL OR SIMILAR AGREEMENTS OR
CONTRACTS WITH ANY EMPLOYEES, AND ANY EMPLOYMENT AGREEMENTS REQUIRING PAYMENT OF
ANNUAL COMPENSATION IN EXCESS OF $100,000;
(X)
ALL SETTLEMENT, CONCILIATION OR SIMILAR AGREEMENTS WITH ANY
GOVERNMENT AUTHORITY OR PURSUANT TO WHICH ANY SELLER IS REQUIRED AFTER THE
EXECUTION DATE OF THIS AGREEMENT TO PAY CONSIDERATION IN EXCESS OF $25,000; AND
(XI)
ANY OTHER AGREEMENT THE PERFORMANCE OF WHICH INVOLVES
CONSIDERATION IN EXCESS OF $5,000.
(B)
ALL MATERIAL CONTRACTS ARE IN FULL FORCE AND EFFECT AND IN WRITTEN FORM
AND TRUE, CORRECT AND COMPLETE COPIES OF ALL MATERIAL CONTRACTS, INCLUDING ANY
AMENDMENTS, WAIVERS, SUPPLEMENTS OR OTHER MODIFICATIONS THERETO, HAVE BEEN MADE
AVAILABLE TO BUYER.
EXCEPT AS DISCLOSED IN SCHEDULE 4.16(B), NEITHER SELLER IS
IN VIOLATION OR BREACH OF OR IN DEFAULT UNDER ANY MATERIAL CONTRACT THE EFFECT
OF WHICH, INDIVIDUALLY OR IN THE AGGREGATE, DOES HAVE OR WOULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
NO PROCEEDING OR EVENT OR CONDITION
HAS OCCURRED OR EXISTS OR IS ALLEGED BY ANY PARTY TO HAVE OCCURRED OR EXIST
WHICH, WITH NOTICE OR LAPSE OF TIME OR BOTH, WOULD CONSTITUTE A DEFAULT BY ANY
OF THE PARTIES THERETO OF THEIR RESPECTIVE OBLIGATIONS UNDER A MATERIAL CONTRACT
(OR WOULD GIVE RISE TO ANY RIGHT OF TERMINATION OR CANCELLATION), EXCEPT AS DOES
NOT HAVE AND WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
NEITHER SELLER HAS, NOR TO EACH SELLER'S KNOWLEDGE, HAS ANY OTHER PARTY
TO ANY MATERIAL CONTRACT, BREACHED OR PROVIDED ANY WRITTEN NOTICE OF AN INTENT
TO BREACH, ANY PROVISION THEREOF, EXCEPT SUCH A BREACH AS DOES NOT HAVE AND
WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(C)
SCHEDULE 4.16(C) CONTAINS A COMPLETE AND CORRECT LIST OF ALL WRITTEN
AGREEMENTS, CONTRACTS OR INSTRUMENTS TO WHICH AN AFFILIATE OF EITHER SELLER IS A
PARTY AND PURSUANT TO WHICH EITHER SELLER IS A BENEFICIARY OF ANY GOODS,
SERVICES OR OTHER BENEFITS RELATED TO THE PURCHASED ASSETS.
4.17
Insurance.
Schedule 4.17 sets forth an accurate and complete
summary of (a) each insurance policy providing for liability exposure (including
policies providing property, casualty, liability and workers' compensation
coverage and bond and surety arrangements) to which either Seller is currently a
party, a named insured or otherwise the beneficiary of coverage ("Insurance