ARE SUFFICIENT FOR COMPLIANCE WITH ALL LEGAL REQUIREMENTS AND
CONTRACTS TO WHICH ANY COMPANY IS A PARTY OR BY WHICH ANY OF THEM IS BOUND;
(E)
WILL CONTINUE IN FULL FORCE AND EFFECT FOLLOWING THE CONSUMMATION
OF THE TRANSACTIONS; AND
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(F)
DO NOT PROVIDE FOR ANY RETROSPECTIVE PREMIUM ADJUSTMENT OR OTHER
EXPERIENCED-BASED LIABILITY ON THE PART OF ANY COMPANY.
2.
NO SELLER OR COMPANY HAS RECEIVED (A) ANY REFUSAL OF COVERAGE OR
ANY NOTICE THAT A DEFENSE WILL BE AFFORDED WITH RESERVATION OF RIGHTS, OR (B)
ANY NOTICE OF CANCELLATION OR ANY OTHER INDICATION THAT ANY INSURANCE POLICY IS
NO LONGER IN FULL FORCE OR EFFECT OR WILL NOT BE RENEWED OR THAT THE ISSUER OF
ANY POLICY IS NOT WILLING OR ABLE TO PERFORM ITS OBLIGATIONS THEREUNDER.
3.
THE COMPANIES HAVE PAID ALL PREMIUMS DUE, AND HAVE OTHERWISE
PERFORMED ALL OF THEIR RESPECTIVE OBLIGATIONS, UNDER EACH POLICY TO WHICH ANY
COMPANY IS A PARTY OR THAT PROVIDES COVERAGE TO ANY COMPANY OR DIRECTOR THEREOF.
4.
THE COMPANIES HAVE GIVEN NOTICE TO THE INSURER OF ALL CLAIMS THAT
MAY BE INSURED THEREBY.
5.
EXCEPT AS DISCLOSED ON SCHEDULE 2.12(D)5, AS OF THE DATE HEREOF
THERE IS NO CLAIM BY ANY COMPANY PENDING UNDER ANY OF SUCH POLICIES AS TO WHICH
COVERAGE HAS BEEN QUESTIONED, DENIED OR DISPUTED BY THE UNDERWRITERS OF SUCH
POLICIES
2.13
MATERIAL CONTRACTS.
(A)
EXCEPT AS DISCLOSED IN SCHEDULE 2.13(A) AND ELSEWHERE IN THIS
AGREEMENT, AS OF THE DATE HEREOF THE COMPANIES ARE NOT A PARTY TO OR SUBJECT TO.
1.
ANY LEASE OF REAL OR IMMOVABLE PROPERTY, WHETHER AS LESSOR OR
LESSEE;
2.
ANY LEASE OF PERSONAL OR MOVABLE PROPERTY AS LESSOR OR LESSEE,
OTHER THAN EQUIPMENT LEASED FROM THIRD PARTIES AND SUBLET TO CUSTOMERS IN THE
ORDINARY COURSE OF THE BUSINESS;
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3.
ANY CONTRACT FOR THE PURCHASE OF MATERIALS, SUPPLIES, GOODS,
SERVICES, EQUIPMENT OR OTHER ASSETS, OTHER THAN CONTRACTS WHICH DO NOT REQUIRE
PAYMENTS IN EXCESS OF TWO HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS
($250,000.00) INDIVIDUALLY;
4.
ANY SALES, DISTRIBUTION OR OTHER SIMILAR AGREEMENT PROVIDING FOR
THE SALE BY THE COMPANIES OF MATERIALS, SUPPLIES, GOODS, SERVICES, EQUIPMENT OR
OTHER ASSETS, OTHER THAN TO CUSTOMERS IN THE ORDINARY COURSE OF THE BUSINESS;
5.
ANY PARTNERSHIP, JOINT VENTURE OR OTHER SIMILAR CONTRACT,
ARRANGEMENT OR AGREEMENT;
6.
ANY CONTRACT RELATING TO INDEBTEDNESS FOR BORROWED MONEY (WHETHER
INCURRED, ASSUMED, GUARANTEED OR SECURED BY ANY ASSET);
7.
ANY LICENSE, FRANCHISE OR SIMILAR AGREEMENT;
8.
ANY AGENCY, DEALER, SALES REPRESENTATIVE OR OTHER SIMILAR
AGREEMENT;
9.
ANY CONTRACT OR COMMITMENT THAT LIMITS THE FREEDOM OF THE
COMPANIES TO COMPETE IN ANY LINE OF BUSINESS OR WITH ANY PERSON OR IN ANY AREA
OR TO OWN, OPERATE, SELL, TRANSFER, PLEDGE OR OTHERWISE DISPOSE OF OR ENCUMBER
ANY ASSET OR WHICH WOULD SO LIMIT THE FREEDOM OF THE COMPANIES AFTER THE
CLOSING;
10.
ANY CONSULTING AGREEMENT;
11.
ANY CONTRACT RELATING TO ANY GUARANTY OR INDEMNITY ISSUED BY THE
COMPANIES;
12.
ANY AGREEMENT RELATING TO THE ACQUISITION OR DISPOSITION OF ANY