Form Apa - Asset Purchase Agreement Page 15
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461
(v)
any agreement for the employment of a Transferred
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Employee on a full-time, part-time, consulting, or other basis providing annual
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compensation in excess of $__________ or providing material severance benefits; and
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(vi)
any other agreement the performance of which involves
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consideration in excess of $_________.
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(b)
Absence of Defaults; Validity of Agreements.
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Seller is not (and, to Seller's Knowledge, no other party thereto is) in
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material breach or violation of, or material default under, any of the agreements,
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commitments or instruments set forth on Schedule 4.7(a), the breach, violation or default
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of which would have a Material Adverse Effect, and, except as set forth on
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Schedule 4.7(b), no such agreement, commitment and instrument will be terminated in
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accordance with its terms solely as a result of the Closing of the transactions
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contemplated hereby.
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4.8
No Conflict or Violation
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Neither the execution, delivery or performance of this Agreement or the Ancillary
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Agreements, nor the consummation of the transactions contemplated hereby or thereby,
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nor compliance by Seller with any of the provisions hereof or thereof, will (a) violate or
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conflict with any provision of the Certificate of Incorporation or Bylaws of Seller,
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(b) violate, conflict with, or result in or constitute a default under, or result in the
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termination of, or accelerate the performance required by, or result in a right of
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termination or acceleration under, or result in the creation of any Encumbrance upon any
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of the Purchased Assets under, any of the terms, conditions or provisions of any Contract,
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indebtedness, note, bond, indenture, security or pledge agreement, commitment, license,
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lease, franchise, permit, agreement, authorization, concession, or other instrument or
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obligation which relate exclusively to the Purchased Assets, or (c) violate any Regulation
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or Court Order, except (i) for such violations, defaults, terminations, accelerations or
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creations of Encumbrances which, in the aggregate, would not have a Material Adverse
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Effect, or (ii) a violation, breach or default under any Assumed Agreement as a result of
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any party's failure thereunder to consent to a transfer or assignment thereof.
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4.9
Financial Statements
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Schedule 4.9 sets forth (a) the ____________________ statement for the Business
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for the year ended ___________, 200__ and (b) an unaudited statement of certain assets
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and liabilities of the Business as of __________, 200__ (collectively the "Financial
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Statements"). Except as set forth in the accounting policies described and set forth in
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Schedule 4.9, the line items set forth therein have been prepared in accordance with
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GAAP consistently applied throughout the period covered thereby, and present fairly and
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accurately the information purported to be presented therein at the dates and for the
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periods indicated therein.
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