The Contracts (i) will be sold by broker-dealers, or their registered representatives, who are registered with the Securities and Exchange Commission ("SEC") under the Securities and Exchange Act of 1934, as amended (the "1934 Act") and who are members in good standing of the National Association of Securities Dealers, Inc. (the "NASD"); (ii) will be issued and sold in compliance in all material respects with all applicable federal and state laws; and (iii) will be sold in compliance in all material respects with state insurance suitability requirements and NASD suitability guidelines.
Contracts 3(n) of the Disclosure Schedule lists the following written agreements, or material oral agreements that would be reasonably considered to exist that were entered into and known by the Company, to which the Company or its Subsidiaries is a party: (i) any agreement for the lease of personal or real property to or from any Person providing for lease payments in excess of $1,000,000 per annum; (ii) any agreement for the purchase of products or services (in each case, other than agreements evidenced by purchase orders), under which the undelivered balance of such products and services has a selling price in excess of $2,500,000; (iii) any agreement for the sale of products or services (in each case, other than agreements evidenced by purchase orders), under which the undelivered balance of such products or services has a sales price in excess of $2,500,000; (iv) any agreement concerning a partnership or joint venture; (v) any agreement under which it has created, incurred, assumed or guaranteed any indebtedness for borrowed money in excess of $1,000,000 or any capitalized lease obligation, in excess of $250,000 or under which it has imposed a Security Interest on any of its assets, tangible or intangible; (vi) any non-competition agreement which materially restricts the ability of the Company or any of its Subsidiaries to freely conduct its business; (vii) any agreement with any of the Sellers and their Affiliates which will survive the Closing, the default of which would result in a Material Adverse Effect; (viii) any collective bargaining agreement; (ix) any agreement for employment on a full-time, part-time, consulting or other basis with respect to any individual who received total compensation in 2002 in excess of $250,000 or who has an annual base compensation for 2003 in excess of $250,000, or any agreement providing severance benefits to any such person in excess of $250,000; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, managers and Employees outside the Ordinary Course of Business; (xi) any other agreement, the default of which would result in a Material Adverse Effect; or (xii) any agreement regulating or controlling or otherwise affecting the voting or disposition of any capital stock or other proprietary interest of the Company or any of its Subsidiaries and any shareholder agreement or agreement relating to the issuance of any securities of the Company or any of its Subsidiaries or the granting of any registration rights with respect thereto and which agreement does not terminate at or prior to Closing. The Company has made available to the Buyer a correct and complete copy of each written agreement or a summary of each material oral agreement listed in §3(n) of the Disclosure Schedule. Each such agreement is a valid and binding agreement of the Company or one of its Subsidiaries, as the case may be, and is in full force and effect and the Company has not received any notice that any such agreement is not a valid and binding agreement of each other party thereto. Neither the Company nor any of its Subsidiaries, and the Company has not received any notice that any other Person party thereto, is in default under any such agreements, and no event has occurred, or, to the Knowledge of the Company, is alleged to have occurred, which constitutes or with lapse of time or giving of notice or both, would constitute a default under any such agreement, except, in each case, for such defaults which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.