ASSET PURCHASE AGREEMENT

 

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of the 29th day of December, 2009, by and between ENFORCE GLOBAL SOLUTIONS, LLC, a Georgia limited liability company (the “Buyer”) and FORGEHOUSE, INC., a Nevada corporation (the “Seller”).

 

W I T N E S S E T H:

 

WHEREAS, Seller has been engaged in the sale of and development of ongoing enhancement to OneVision®, its proprietary software system (a web-based application that offers a virtual command and control system for certain compliance, physical security and maintenance applications), primarily directly, but also through its wholly-owned subsidiary, ForgeHouse, LLC, a Georgia limited liability company (“FH LLC”), all as currently reported in Seller’s financial statements and periodic reports filed with the Securities and Exchange Commission (the “Business”); and

 

WHEREAS, John Britchford-Steele and Jose Alonso have served as members of the Board of Directors of Seller since January 31, 2008, and February 1, 2009, respectively, and as Chief Executive Officer and Chief Operating Officer, respectively, of the Business since January 31, 2008 (the “Officers”) through the Closing Date of this Agreement and the Officers are also current Members of Buyer; and

 

WHEREAS, Seller has been unable adequately to fund its operations from the operating cash flow of the Business or from external sources of capital, whether debt or equity; and

 

WHEREAS, Seller has recently acquired oil and gas properties located near Anchorage, Alaska, and intends to begin engaging in production on the properties, as pre-production activities, such as a multi-phase exploration program of trenching, sampling, geophysical surveys and test drilling, have already commenced (the “New Business”); and

 

WHEREAS, Seller’s independent board member has determined that the operation of the Business concurrently with the operation of the New Business may not be in the best interest of Seller or its stockholders and, therefore, Seller has determined to sell the Business; and

 

WHEREAS, Buyer wishes to purchase from Seller, and Seller is willing to sell, transfer, assign, convey and deliver to Buyer, all of the property and assets, including, but not limited to, the intellectual property of Seller associated with the Business, upon the terms and conditions hereinafter set forth;

 

NOW, THEREFORE, for and in consideration of the above premises, the mutual covenants contained herein, and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby covenant and agree as follows:

 

 

ARTICLE I

 

 

1.1 Assets, Properties and Business to be Transferred.  Subject to the terms and conditions of this Agreement, and on the basis of the representations and warranties hereinafter set forth, at the Closing, Seller agrees to sell, transfer, assign, convey and deliver to Buyer, and Buyer agrees to purchase from Seller, all of the following properties and assets of Seller relating to the Business or used in the Business (the “Purchased Assets”), none of which Purchased Assets is owned, leased, or otherwise under the control of FH LLC:

(a) all fixtures, furniture, machinery, equipment, computers, and servers identified on Schedule 1.1(a) attached hereto (the “Fixed Assets”);

 

(b) all of Seller’s rights in, to and under the contracts, agreements, leases and insurance policies related to the Business listed on Schedule 1.1(b) (the “Assigned Contracts”);

 

(c) all inventory (including, without limitation, equipment, components, raw materials, wares, supplies and samples) used or useful in and related to the Business listed on Schedule 1.1(c), including all inventory ordered by Seller prior to the Closing Date (as hereinafter defined) but not yet received (the “Inventory”);

 

(d) all deposits, refunds, prepaid rentals, escrow accounts and other similar prepaid items and rights of Seller relating exclusively to the Business;

 

(e) all data, files and records, whether in print, electronic or other media, pertaining exclusively to the Business (other than those general corporate records described in Section 1.2(a)), including, without limitation, (i) all customer and mailing lists, (ii) all supplier and vendor lists, and (iii) all administrative materials and data;

 

(f) all customer orders, agreements and contracts relating exclusively to the Business outstanding as of the Closing Date (the “Customer Contracts”);

 

(g) all of Seller’s licenses, permits and governmental approvals relating exclusively to the Business;

 

(h) all bank accounts, including, but not limited to, the checking account used by Seller in the conduct of the Business, and all the funds in such accounts;

 

(i) all accounts receivable relating to the Business as of the Closing Date (the “Accounts Receivable”);

 

(j) all telephone and facsimile numbers listed on Schedule 1.1(j) attached hereto, to the extent transferable;

 

(k) all of Seller’s goodwill associated with the Business;

 

(l) all Business Intellectual Property;

 

(m) all Business Registered Intellectual Property;

 

(n) all Business Domain Names as listed on Schedule 1.1(n); and

 

(o) the name “ForgeHouse, Inc.”, “ForgeHouse, LLC” and “ForgeHouse” and any other trademarks, trade names or other intellectual property rights of Seller, regardless of whether they are used in, or relate to, the Business, excluding any trademarks, trade names or other intellectual property rights of Seller exclusively related to the New Business.

 

 

1.2 Excluded Assets.  The parties to this Agreement expressly acknowledge and agree that there shall be excluded from the Purchased Assets the following assets and properties of Seller, whether or not relating to or used in connection with the Business (the “Excluded Assets”):

 

(a) Seller’s minute books, stock books and similar corporate records;

 

(b) Seller’s rights under this Agreement and the consideration to be paid hereunder;

 

(c) specific items of Inventory excluded by Seller on Schedule 1.2(c);

 

(d) any right, title and interest of Seller in any other assets or properties not used in the operation of the Business;

 

(e) any trademarks, trade names or other intellectual property rights of Seller exclusively related to the New Business.

 

ARTICLE II

 

 

At the Closing, the Buyer shall assume and be liable for, and covenants and agrees to perform and discharge, any and all obligations, liabilities, or indebtedness of Seller, whether due or to become due, absolute or contingent, direct or indirect, or asserted or unasserted, under the Assigned Contracts, the Customer Contracts, any accounts payable of the Business, including, without limitation, payables for Inventory ordered by Seller but not yet received (the “Accounts Payable”) (collectively, the “Assumed Liabilities”), but excluding (a) any obligations, liabilities, or indebtedness of the Business that are not the obligations of Seller because they are the obligations of FH LLC and (b) any and al l other obligations, liabilities, or indebtedness of Seller, whether due or to become due, absolute or contingent, direct or indirect, or asserted or unasserted, under the Assigned Contracts, the Customer Contracts, any accounts payable of the New Business, including, without limitation, payables for Inventory ordered by Seller but not yet received (the “New Business Accounts Payable”) (collectively, the “New Business Liabilities”) or any assumed liabilities that were made or created by or on behalf of the record and beneficial owners of Seller’s Series A Convertible Preferred Stock (the “Series A Holders”) without the express approval of the Seller’s Board of Directors, at a duly convened meeting or pursuant to a valid unanimous written consent of the Board, or without the express written aut horization of the Officers (“Miscellaneous Liabilities”).

 

 

ARTICLE III

 

 

3.1 Purchase Price.  The purchase price to be paid by Buyer to Seller for the Purchased Assets (the “Purchase Price”) shall be all the shares of common stock of Seller, with a par value of $0.001 held by Buyer, which as of December 29, 2009, is an aggregate of 10,789,839 shares (the “Shares”).  The class of equity securities to which the Shares belong is quoted on the OTC Bulletin Board, and had a last price of $0.04 per Share as of December 28, 2009.

 

3.2 Payment of Purchase Price.  Buyer shall deliver to Seller the entire Purchase Price at Closing in such form as will permit the Seller, then and there, to return all of the Shares to its treasury for cancellation.

 

3.3 Securities Laws.  Each of Buyer and Seller acknowledges it has confirmed that the delivery of the Purchase Price by Buyer to Seller does not violate any federal securities law or the securities laws of any state where such state securities laws may be applicable to the transactions contemplated hereby.

 

ARTICLE IV

 

 

The closing of the purchase and sale provided for herein (the “Closing”) shall take place at the offices of Smith, Gambrell & Russell, LLP, 1230 Peachtree Street, N.E., Suite 3100, Promenade II, Atlanta, Georgia 30309-3592, beginning at 5:00 p.m. EST on December 29, 2009, or at such other time and place as the parties shall mutually agree upon (the “Closing Date”).  The Closing shall be made effective as of 5:30 p.m. EST on the Closing Date.

 

ARTICLE V

 

 

As an inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated hereby and with the knowledge that Buyer shall rely thereon, Seller makes the following representations and warranties to Buyer:

 

5.1 Corporate.

(a) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, with all requisite corporate power and authority to own, operate and lease its properties and to carry on the Business as and where such is now being conducted.  Seller is duly licensed or qualified to do business as a foreign corporation, and is in good standing, in each jurisdiction in which the character of the properties owned or leased by it with respect to the Business, or the nature of the Business, makes such qualification necessary.

 

 

(b) The execution and delivery of this Agreement and the other agreements, instruments and documents contemplated hereby to be executed and delivered by Seller (such other agreements, instruments and documents sometimes referred to herein as the “Seller’s Instruments”) and full performance thereunder, have been duly authorized by the Board of Directors of Seller, and no other or further corporate act on the part of Seller is necessary therefor.  This Agreement has been duly and validly executed and delivered by Seller and is, and when executed and delivered by Buyer pursuant hereto, will be, the legal, valid and binding obligation of Seller, enforcea ble against Seller in accordance with its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally, and by general equitable principles.

 

5.2 No Violation.  Except as set forth on Schedule 5.2 and except where such violation, conflict, breach, default, acceleration or failure to obtain consent would not have a Material Adverse Effect (as that term is defined hereinbelow) on the Business or the Purchased Assets, neither the execution and delivery of this Agreement or the Seller’s Instruments nor the consummation by Seller of the transactions contemplated hereby and thereby (i) conflict with or result in a breach of any provisions of the Seller’s articles of incorporation or bylaws, (ii) will violate any statute or law or any rule, regulation, order, writ, injunction or decree of any court or governmental authority, (iii) will require any authorization, consent, approval of or notice to any court, administrative or governmental agency, instrumentality, commission, authority, board or body, (iv) will violate or conflict with, result in a breach of any provision of, or constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, or will require any approval or consent under or will result in the termination of, or accelerate the performance required by, or result in the creation of any mortgage, lien (statutory or otherwise), security interest, claim, pledge, license, equity, option, conditional sales contract, assessment, levy, easement, covenant, reservation, restriction, right-of-way, exception, limitation, mineral right, charge or encumbrance of any kind or nature whatsoever (each, a “Lien& #8221;) upon any of the Purchased Assets, any term or provision of the Articles of Incorporation or Bylaws of Seller or of any contract, lease, commitment, understanding, arrangement, agreement or restriction of any kind or character to which Seller is a party, or by which Seller or any of the Purchased Assets may be bound or affected (subject to obtaining the consents referred to in Schedule 5.2 or such other consents as are actually obtained and delivered at Closing), or (v) require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority that has not been obtained or made, except where the failure to obtain any such consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority would not have a Material Adverse Effect on the Business or the Purchased Assets and could not reasonably be expected to prevent, mate rially alter or materially delay the transactions contemplated hereby.  “Material Adverse Effect” shall mean a material negative effect on the financial condition or operations of the Business or the Purchased Assets, taken as a whole.

 

5.3 Taxes.  Except as set forth on Schedule 5.3, Seller has timely and accurately filed all federal, state, foreign, county, local and other tax returns required to be filed by it and has timely paid all taxes required to be paid by it with respect to the periods covered by such tax returns, and will on the Closing Date be current in the payment and remittance of, all such taxes required to be paid by it.  Seller has duly withheld and paid all taxes which it is required to withhold and pay relating to salaries and other compensation heretofore paid to any employee of Seller.   Seller is not subject to any additional taxes as a result of the failure to file timely or accurately, as required by applicable law, any tax return or to pay or remit timely any taxes due.  No deficiencies have been asserted or assessed as a result of any audit by the Internal Revenue Service or any state or local taxing authority and no such deficiency or audit has been proposed or threatened against Seller, and Seller has no actual knowledge of any fact or circumstance that could give rise to any such deficiency.  There are no agreements between Seller and any taxing authority (including, without limitation, the Internal Revenue Service, the Georgia Department of Revenue or the Nevada Department of Taxation) waiving or extending any statute of limitations with respect to any tax return or taxes of Seller.

 

5.4 No Litigation.  Except as set forth on Schedule 5.4, there is no action, suit, arbitration, proceeding, investigation or inquiry pending before any court, arbitrator or federal, state, foreign, municipal or other governmental department, commission, board, bureau, agency or instrumentality or, to the actual knowledge of Seller, threatened against Seller, the Business, the New Business or any of the Purchased Assets.  Neither Seller, the Business, the New Business nor any of the Purchased Assets are subject to or threatened to be subject to any judgment, order, writ or injunction of any court, arbitrator or federal, state, foreign, municipal or other governmental department, commission, board, bureau, agency or instrumentality.

 

 

5.5 Compliance With Laws.

 

(a) Except as set forth on Schedule 5.5(a), (i) Seller (including, without limitation, each and all of Seller’s respective operations, practices, properties and assets) is in material compliance with all applicable federal, state, local and foreign laws, ordinances, orders, rules and regulations (collectively, “Laws”) relating to, or which could result in a Lien upon, the Business or the Purchased Assets, and (ii) Seller has not received notice of any material violation or alleged violation of, or is not subject to liability (whether accrued, absolute, contingent, direct or indirect) for any past or continuing violation of, any Laws relating to, or which could result in a Lien upon, the Business or the Purchased Assets.

 

(b) Seller possesses all licenses, permits, approvals, authorizations and consents of all governmental and regulatory authorities and all certification organizations required for the operation of the Business and New Business as presently operated by Seller, and all such licenses, permits, approvals, authorizations and consents are in full force and effect, except where such failure would not have a Material Adverse Effect on the Business or the Purchased Assets.

 

(c) The transactions contemplated hereby are in compliance with all applicable laws, except where such failure to comply would not have a Material Adverse Effect on the Business, the Purchased Assets or the Buyer.

 

5.6 Title to Properties.  Except as set forth on Schedule 5.6, Seller has good and marketable title to all of the Purchased Assets, free and clear of all Liens.  None of the Purchased Assets is subject to any restrictions with respect to the transferability thereof, and title thereto will not be affected in any way by the transactions contemplated hereby.

 

5.7 Insurance.  Seller maintains liability and casualty insurance policies insuring the business, properties and assets of the Business in amounts and with deductibles customary for businesses similarly situated.  Seller has not received notice of cancellation or termination with respect to any policy of insurance maintained by Seller, and Seller has no actual knowledge of any act or omission which could result in cancellation of any such policy prior to its scheduled expiration date.  Seller has not been refused any insurance with respect to any aspect of the operation of the Business, and Seller’s coverage has never been limited by any insurance carrier to which it has applied for insurance or with which it has carried insurance.

 

5.8 Contracts and Commitments.  Except as set forth in Schedule 5.8, Seller is not in material default under any Assigned Contract or Customer Contract, and no act or omission has occurred which, through the passage of time or the giving of notice, or both, would (a) constitute a material default thereunder or cause the acceleration of any obligations of Seller thereunder, (b) result in the creation of any Lien on any of the Purchased Assets, or (c) give rise to a right of, or automatic, termination thereof.  To the actual knowledge of Seller, no third party is in material default under any Assigned Contract or Customer Contract, nor has any act or omission occurred, which, through the passage of time or the giving of notice, or both, would constitute a material default thereunder or give rise to an automatic termination, or the right of discretionary termination, thereof.

 

5.9 No Brokers or Finders.  The Seller has not entered into any contract, arrangement or understanding or retained, employed or used any “broker” or “finder” in connection with the transactions contemplated hereby that could result in Buyer having to pay a finder’s fee, brokerage or agent’s commission or other like payments (a “Fee”) in connection with the negotiations leading to this Agreement or consummation of the transactions contemplated hereby.  Seller is not aware of any claim for payment of any Fees in connection with the negotiations lead ing to this Agreement or the consummation of the transactions contemplated hereby.

 

 

5.10 Absence of Certain Changes. Since December 31, 2006, Seller has conducted its business only in the ordinary course of such business and consistent with past practices and there has not been any:

 

(a) Material Adverse Effect related to the Business or the Purchased Assets;

(b) incurrence, creation or assumption by Seller of (i) any mortgage, deed of trust, security interest, pledge, lien, title retention device, collateral assignment, claim, charge, restriction or other encumbrance of any kind on any of the assets or properties of Seller; or (ii) any obligation or liability of any indebtedness for borrowed money that was not approved by the Board of Directors, at a duly convened meeting or pursuant to a valid unanimous written consent of the Board, or without the express written authorization of the Officers;

 

(c) issuance or sale of any debt or equity securities of Seller, or the issuance or grant of any options, warrants or other rights to acquire from Seller, directly or indirectly, any debt or equity securities of Seller that may have a Material Adverse Effect on the Business or the Purchased Assets;

 

(d) payment or discharge by Seller of any security interest, lien, claim, or encumbrance of any kind on any asset or property of, or the payment or discharge of any liability that was not either shown or reflected on the Seller’s financials or periodic reports or incurred in the ordinary course of the Business after January 31, 2008, in an amount in excess of $1,000 for any single liability to a particular creditor that was not approved by the Board of Directors, at a duly convened meeting or pursuant to a valid unanimous written consent of the Board, or without the express written authorization of the Officers;

 

(e) purchase, license, sale, assignment or other disposition or transfer, or any agreement or other arrangement for the purchase, license, sale, assignment or other disposition or transfer, of any of the assets, properties or goodwill of Seller other than a license or sale of any product or products of Seller made in the ordinary course of the Business;

 

(f) damage, destruction or loss of any property or asset, whether or not covered by insurance, having (or likely with the passage of time to have) a Material Adverse Effect on the Business or the Purchased Assets;

 

 

(g) declaration, setting aside or payment of any dividend on, or the making of any other distribution in respect of, the Shares of Seller, any split, combination or recapitalization of the Shares of Seller or any direct or indirect redemption, purchase or other acquisition of the Shares of Seller or any change in any rights, preferences, privileges or restrictions of any outstanding security of Seller having (or likely with the passage of time to have) a Material Adverse Effect on the Business or the Purchased Assets;

 

(h) making by Seller of any loan, advance or capital contribution to, or any investment in, any officer, employee or stockholder of Seller or any firm or business enterprise in which any such person had a direct or indirect material interest at the time of such loan, advance, capital contribution or investment;

 

(i) entering into, amendment of, relinquishment, termination or non-renewal by Seller of any contract, lease, transaction, commitment or other right or obligation other than in the ordinary course of its business or any written or oral indication or assertion by the other party thereto of any material problems with Seller’s services or performance under such contract, lease, transaction, commitment or other right or obligation or of such other party’s demand to amend, terminate or not renew any such contract, lease, transaction, commitment or other right or obligation;

 

(j) material change in the manner in which Seller extends discounts, credits or warranties to customers or otherwise deals with its customers that was not approved by the Board of Directors, at a duly convened meeting or pursuant to a valid unanimous written consent of the Board, or without the express written authorization of the Officers;

 

(k) entering into by Seller of any transaction, contract or agreement that by its terms requires or contemplates a required minimum current and/or future financial commitment, expenses (inclusive of overhead expenses) or obligation on the part of Seller or involving in excess of $50,000 (provided that the amount of such financial commitments and expenses for all such transactions, contracts or agreements does not exceed $150,000 in the aggregate, excluding legal and accounting fees associated with the Agreement) or that is not entered into in the ordinary course of the Business, or the conduct of any business or operations by Seller that is other than in the ordinary course of the Business; or

 

(l) license, transfer or grant of a right under any Business Intellectual Property (as defined in Section 5.17(a)(ii), below), other than those licensed, transferred or granted in the ordinary course of the Business consistent with its past practices.

 

 

5.11 Properties.

 

(a) Schedule 5.11(a) sets forth a list of all real property currently, or at any time since January 31, 2008, owned or leased by Seller in connection with the conduct or operation of the Business, and, with respect to all real property currently leased by Seller, the name of the lessor, the date of the lease and each amendment thereto and the aggregate annual rental and/or other fees payable under any such lease.  All such current leases are, to the knowledge of Seller, in full force and effect, are valid and effective in accordance with their respective terms, and there is not to the knowledge of Seller any existing material default or event of default under any such lease (or event which with notice or lapse of time, or both, would constitute such a material default) and all such leases are fully transferable or assignable and such transfers or assignments have been delivered to Buyer or will be delivered to Buyer at Closing.

 

(b) Seller has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any liens, except as reflected in the Seller’s financials and periodic reports and except for liens for taxes not yet due and payable and such imperfections of title and encumbrances, if any, which are not material in character, amount or extent, and which do not materially detract from the value, or materially interfere with the present use, of the property subject thereto or affected thereby.

 

5.12 Condition and Sufficiency of Assets.  The buildings, plants, structures and equipment owned by Seller are sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing.

 

5.13 Accounts Receivable.  All Accounts Receivable as of the Closing Date represent or will represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business.  Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown in the Seller’s financials or periodic reports or on the accounting records of Seller as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater p ercentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Seller’s financials or periodic reports represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging).  Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable.  There is no contest, claim, or right of set-off, other than returns in the ordinary course of business, under any contract or agreement relating to the amount or validity of any Accounts Receivable.

 

 

5.14 Contracts; No Defaults.

 

(a) Schedule 5.14 contains a complete and accurate list, and Seller has delivered to Buyer true and complete copies, of:

 

(i) each licensing agreement or other contract with respect to software (collectively, the “Software Licenses”);

 

(ii) each contract with respect to the providing of consulting services by Seller or any of its employees or agents, excluding those related exclusively to the New Business (collectively, the “Consulting Contracts”);

 

(iii) each contract that involves performance of services or delivery of goods or materials to Seller of an amount or value in excess of $10,000, excluding those related exclusively to the New Business;

 

(iv) each contract (other than the Software Licenses and the Consulting Contracts) that was not entered into in the ordinary course of the Business and that involves expenditures or receipts of Seller in excess of $10,000;

 

(v) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other contracts affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one year), excluding those related exclusively to the New Business;

 

(vi) each licensing agreement or other contract (other than the Software Licenses) with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property;

 

 

(vii) each collective bargaining agreement and other contract to or with any labor union or other employee representative of a group of employees, excluding those related exclusively to the New Business;

 

(viii) each joint venture, partnership, and other contract (however named) involving a sharing of profits, losses, costs, or liabilities by Seller with any other person, excluding those related exclusively to the New Business;

 

(ix) each contract containing covenants that in any way purport to restrict the Business of Seller or any of its affiliates or limit the freedom of Seller or any of its affiliates to engage in the Business or to compete with any person;

 

(x) each contract providing for payments to or by any person based on sales, purchases, or profits, other than direct payments for goods, excluding those related exclusively to the New Business;

 

(xi) each contract entered into other than in the ordinary course of the Business that contains or provides for an express undertaking by Seller to be responsible for consequential damages;

 

(xii) each contract for capital expenditures in excess of $10,000, excluding those related exclusively to the New Business;

 

(xiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by Seller other than in the ordinary course of the Business; and

 

(xiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.

 

 

Schedule 5.14 sets forth reasonably complete details concerning such contracts, including the parties to the contracts, the amount of the remaining commitment of Seller under the contracts, and Seller’s office where details relating to the contracts are located.

 

(b) (i) No stockholder of Seller (and no affiliate of any stockholder of Seller) has or may acquire any rights under, and no stockholder of Seller has or may become subject to any obligation or liability under, any contract that relates to the business of, or any of the Purchased Assets owned or used by, Seller; and (ii) to the knowledge of the Seller, no officer, agent, employee, consultant, or contractor of Seller is bound by any contract that purports to limit the ability of such officer, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the Business, or (B) assign to Seller or to any other person any rights to any invention, improvement, or discovery.