This excerpt taken from the MVSN 8-K filed Feb 21, 2008.
(a) Schedule 2.18(a) contains a complete and accurate list as of the date hereof of (A) all real property leased or subleased by Seller at which any ongoing material portion of the Business is conducted or at which any Employees are located and (B) the agreements under which such real property is leased (the Leases). Except as, individually or in the aggregate, has not interfered, and would not reasonably be expected to interfere in any material respect with the conduct of the Business, (A) each Lease has been executed and is in full force and effect, (B) Seller is not in breach or default in any respect under any such Lease, and, to the knowledge of Seller, no event has occurred which, with notice or lapse of time or both, would constitute such a material breach or default of such Lease, and (C) to the knowledge of Seller, no party to such Lease is in breach or default under such Lease or has repudiated any material provision thereof.
(b) All of the Furniture, Fixtures and Equipment and other tangible assets included in the Purchased Assets have been maintained in accordance with normal industry practice and are otherwise suitable for the purposes for which they are currently used.
2.19 Books and Records. The Books and Records are complete and correct in all material respects, have been maintained in accordance with good practice, and reflect the basis for the financial position and results of operations of the Business as set forth on the Business Financial Statements.
2.20 Certain Contracts. Neither the Seller nor any of its subsidiaries is a party to or bound by any Contract relating to the Business:
(i) which is an Assumed Contract which provides for any payment by or to the Seller or any of its subsidiaries in excess of $100,000 in fiscal year 2007 or future years;
(ii) which, following the Closing, will limit (or purport to limit) in any way the ability of the Buyer to compete or engage in any line of business, in any geographic area or with any Person, or which, following the Closing, will require referrals by the Buyer of any business or require Buyer to make available investment opportunities to any Person on a priority, equal or exclusive basis;
(iii) pursuant to which the Seller or any of its subsidiaries has entered into a partnership or joint venture with any other Person that relates to the Business, except in the ordinary course of business;
(iv) relating to, or evidencing, indebtedness for borrowed money or any guarantee of indebtedness for borrowed money with respect to the Business, other than Excluded Liabilities;
(v) relating to the acquisition or disposition of any business primarily related to the Business or the Purchased Assets (whether by merger, sale of stock, sale of assets or otherwise) which involves an asset value or purchase price in excess of $100,000, other than Contracts relating to transactions publicly announced prior to the date this Agreement or the Licensed-Back Assets;
(vi) relating to any employee or customer benefits or liabilities which will be materially increased, or relating to the vesting of any employee or customer benefits which will be accelerated, by the occurrence of the transactions contemplated by this Agreement, or pursuant to which the value of any of the employee or customer benefits will be calculated on the basis of any of the transactions contemplated by this Agreement; or
(vii) with any upstream Affiliate of Seller exclusively related to the Business.
The Seller has previously made available to the Buyer complete and accurate copies of each Assumed Contract and each other Contract described in this Section 2.20.
2.21 Warranties; Indemnities. The Buyer has been given a copy of the standard terms and conditions of sale, subscription, license or lease for each of the products or technology sold or services rendered by the Business and copies of the standard forms of sale agreements and services agreements covering such products, technology and services.