This excerpt taken from the ICUI 8-K filed Sep 4, 2009.
(a) Contracts to be Assigned. Except as set forth in Part 4.7 of the Disclosure Schedule, Seller has delivered or made available to Buyer a correct and complete copy of each Contract listed on Schedule 2.1(e), including all amendments, modifications and supplements thereto. Each such Contract is a legal, valid and binding obligation of the applicable Seller Entity, enforceable against such Seller Entity in accordance with its terms, and, to the knowledge of Seller, against any other party thereto, except as enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors rights generally and general equitable principles. Such Seller Entity is not in material violation of or material default under any such Contract; nor, to the knowledge of Seller, is any other party thereto. The applicable Seller Entity has paid all of its liabilities under the Contracts listed on Schedule 2.1(e) when due in accordance with the terms of such Contracts. Such Seller Entity has not assigned any of its interest in any such Contracts, and such Seller Entity has not waived any of its material rights under any such Contracts. To Sellers knowledge, the applicable Seller Entity has not given or received any notice of termination or non-renewal under any Contract listed on Schedule 2.1(e) that is material to the Critical Care Products and no party to any such Contract has threatened in writing to cancel, terminate or not renew any such Contract.
(b) Except as set forth in Part 4.7 of the Disclosure Schedule, to Sellers knowledge, no event has occurred and no circumstances or condition exists, that would reasonably be expected (with or without notice or lapse of time) to (i) result in a material violation or breach of any provisions of any Contract listed on Schedule 2.1(e) that is material to the Critical Care Products, (ii) give any Person the right to declare a default or exercise any remedy under any such Contract, or (iii) give any Person the right to accelerate the maturity or performance of any such Contract or to cancel, terminate or modify any such Contract.
(c) Other Contracts. Other than the Contracts listed on Schedule 2.1(e) or referred to in Section 2.1(f), and as set forth in Part 4.7 of the Disclosure Schedule, no Seller Entity is a party to any Contract material to the Critical Care Products that is necessary for the manufacture or sale of the Critical Care Products manufactured or sold by any Seller Entity in substantially the manner in which such Critical Care Products are manufactured or sold by the Seller Entities at the date of this Agreement.
Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.