This excerpt taken from the SANM 10-Q filed May 6, 2008.
(a) Section 2.12 of the Disclosure Schedule sets forth the following information:
(i) All list of current component vendors and a list of any negotiated agreements (excluding purchase order and other preprinted agreements) with those vendors which relate to the Acquired Business;
(ii) A list of any agreements with any local services provided to the Acquired Business (e.g., transportation, temporary agencies, cafeteria, car and forklift leases), other than any such agreements negotiated at Sellers corporate level;
(iii) Any agreement concerning the establishment or operation of a partnership, joint venture or limited liability company that to the best of Sellerss knowledge may affect or impair Buyer from continuing the Acquired Business as an adequate going concern;
(iv) Any agreement for the disposition of any significant portion of the Acquired Business or any significant part thereto;
(v) Any employment or consulting agreement related to the Acquired Business;
(vi) Any nondisclosure or noncompete agreement with any vendor which relates to the Acquired Business;
(vii) A list of all open purchase orders relating to the Acquired Business
(b) The Sellers have delivered to the Buyer a complete and accurate copy of each agreement listed in Section 2.12 of the Disclosure Schedule (other than any agreement to which Buyer is already a party). Unless set forth in Section 2.12(b) the Disclosure Schedule, with respect to the Assumed Contracts: (i) to the best of Sellers knowledge, the agreement is legal, valid, binding and enforceable and in full force and effect; (ii), the agreement is assignable by the Sellers to the Buyer; and (iii) neither the Sellers nor, to the best knowledge of the Sellers, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Sellers, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Sellers or, to the knowledge of the Sellers, any other party under such agreement.
2.13 Litigation. Except as set forth in Section 2.13 of the Disclosure Schedule, there is no Legal Proceeding which is pending or has been threatened in writing against the Sellers that to the best of Sellers knowledge may affect or impair Buyer from continuing the Acquired Business as an adequate going concern. There are no judgments, orders or decrees outstanding against the Sellers which relate to the Acquired Business.