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I think it was inevitable.Candidate Trump was cavalier about Russian influence. That was an early red flag. Maybe he was “joking” but considering the job he was seeking that bit of comedy was quite dark.I doubt any other President has ever faced this sort of thing, but none of our previous Presidents had the type of overseas exposure as this President. Herbert Hoover worked overseas but generally he provided a technical service and typically in conjunction with American firms. Hoover, oddly, was the last President without a political background, devoid of elected service. He had served as a Cabinet Secretary though. Eisenhower went straight from the military to the White House, but that is not actually uncommon in post war American politics.Inevitable doesn’t equal bad.Donald Trump has probably been under foreign surveillance for years because he’s rich and he moves money internationally. That’s always noteworthy. Really rich international players like Soros and Branson just take this for granted. Trump, however, might not have comprehended this and very likely was spoiled by the protections American Citizens enjoy regarding privacy with the government.That’s the tripwire. Trump has probably skated without tight US scrutiny because he’s a citizen, until he went political. At that point, the government agencies that double-check all of these clearances were kind of behind because Trump had never undergone a single background check. No one has ever attained this office without some background clearance.The Constitution places eligibility criteria on the Office of the Presidency specifically to prevent foreign influence and offers up the Emoluments Clause specifically to prevent a Charles II event.King Charles the Second of England sold land on the Continent to pay personal debts and that land had English citizens in it when he did it. This was still a contemporary issue for the American Founders who held the occasional vagaries of the monarchy system in dim light.It would seem nuts that Trump proved to be a long term Russian Asset. It’s not impossible though. He has left a long trail of crumbs that goes back before the collapse of the old Soviet Union. He has entirely too many social ties with the Russian Mob and he’s been in direct contact with high ranking Russian ministers for at least a decade. He has multiple monetary relationships in the breakaway Republics, some going back 20 years. Trump brushes all of this stuff off but our National Security guys can’t just dismiss this stuff. The last time minor interactions got brushed off we got 9/11, and no one in the NS community is going to willingly let that happen again.This story dropped on Friday Night. In normal times this is when News goes to die. Not so much in the Trump era. The NYT has clearly been working on this for a while, so it being dropped on Friday Evening was a conscious choice, one very likely made with input from the government. So someone wanted this buried but still public. The NYT isn’t doing favors for the White House but will do favors for Intel and Congressional Committees. They would do it for the Special Counsel too, but that’s unlikely because Mueller and by extension his entire team go well out of their way to avoid the Press almost religiously.The story itself sheds light on all kinds of things, though, things that were weird or wonky. And it fills in some holes.First is the whole Jim Comey debacle. Firing Comey was dumb, especially after he had asked Comey to disprove the whole pee pee tape allegation. Comey provided the October Surprise that put Trump over the top, possibly. Trump himself said days later, contradicting his own Com Shop, that he fired Comey to kill the “whole Trump/Russia thing”.This was dumb but not unlikely. He doesn’t want an FBI Director he feels beholden to. And Jim Comey is a sanctimonious Boy Scout with an enormous sense of self. It might have been way too much ego to have Trump and Comey in the same room. Comey is like 6’7” and towers over people, and Trump is just shallow enough to have fired Comey for being too tall for photo ops.Firing Comey triggers Mueller. Something every lawyer at the White House would have warned Trump about. He did it anyway.What has never made any sense is firing everyone else in leadership at FBI. Over the next six months the Administration either fires, retires or transfers every Deputy Director and Section Chief and in many instances takes out their seconds as well as the Chiefs of Staff and most of their Legal Counsels. All told thereare more than 20 professional casualties, with Andy McCabe being forced out three days before he was eligible for retirement. This last bit isn’t just mean and vindictive; it’s extremely damaging to morale for the entire Federal Workforce.The Republicans in Congress played along. This was just bonkers. The Law and Order Party sat sideline for a purge of the flagship law enforcement agency and in some cases even helped discredit people. The important message was that the FBI had been overtaken by Democratic Partisans. What no one brought up is that this poisonous climate occurred under registered Republicans after 6 years of Republican Oversight.Yet no Republican umbrage outside of Flake and a few old warhorses. Even that was tepid. This piece in the NYT helps explain why.Mueller took over.The Russian Probe expanded from election meddling to a mole hunt. Robert Mueller was in charge and the GOP leadership has enormous faith in Robert Mueller. He’s the paragon of Republican Virtue so carefully crafted as an ideal for 40 years made manifest in human form. The GOP put all of its eggs and its future into one basket.There were casualties though. No less than ten GOP Committee Chairmen announced their retirements. That showboating grandstander Jason Chaffetz retired about twenty minutes after the Congress was sworn in. The Speaker retired, the youngest Speaker in modern history.This doesn’t happen. It’s never happened before, anyway. Not in the entire 240 years of Congress has the entire leadership of the majority party just folded and called it a day. No Speaker has ever just retired, in their 40’s, without an obvious plan moving forward, like running for President.Now over in the Senate, things make more sense. Mitch McConnell and Chuck Grassley finally accomplished the plan they’ve been working on for well over a decade. Reshaping the Federal Bench into a Conservative Utopia. They held up most of Obama’s judicial appointments. Actually causing a massive backlog in Federal Courts. Breaking long-standing customs in the Chamber doing so. Trump was the key to executing this plan because he did what their guy, White House Counsel Don McGahn, told him to do. They reshaped the bench.This was important to them. After losing the popular vote in all but one Presidential election, for more than a quarter of a century, the writing was on the wall. Their version of Conservatism was an endangered species. The Electoral College won’t shore them up forever because a new census could alter the dynamics.Yet Richard Burr, one of the last true Reaganites, sat on Senate Intel, a Trump transition guy—and kept quiet. Burr, my Senator, announced on the night of the election that this was his last term. Technically the first announced retiree but one with 6 whole years to go. He has reportedly slammed the phone down on the President at least twice and avoids contact with a President he not only endorsed but helped settle in.He’s investigating Russia too; slowly, quietly and behind closed doors. His committee is inscrutable and the only one who talks is his Co-Chair, Democratic Senator Mark Warner, who never says anything substantive but assures anyone who asks that they are actually working and take this extremely serious.Taken all together, with this quiet bombshell that got buried in the Friday night news doldrums, I suspect that the GOP thinks Trump is compromised. No one wants to admit that, not out loud, but the signs are on the wall. Trump’s strongest backers in the House are all either new or fringe guys. His Senate support has never been more than weak with outgoing Republicans being downright caustic in their criticisms. Bob Corker has essentially called him infantile more than once. McCain was not kind. Flake openly burned him and once even broke a vote. Jeff Flake is the single most conservative Conservative in Washington, or at least he was.There is one more aspect to this story that matters, one that no one has brought up: Jim Comey or Andrew McCabe lack the authority to open up a full scale Counter Intel Probe on a sitting President on their own. They just don’t have the statutory authority to do it.That means someone else gave the go ahead. Beleaguered Rod Rosenstein would seem most likely but that’s a stretch. He ordered the Special Counsel and broke custom by hiring a Republican, Mueller, in doing so. This, though, is a big call. A head coach call. The Attorney General would need input here. If the recusal from the campaign was an issue then the next most likely would be the NDI.So Jeff Sessions or Dan Coates. Both long term Republican Senators with friends in that chamber. My guess is that it was Sessions because the relationship between the President and the AG went South hard. If it was Sessions or Coates, it’s a safe bet that Rick Burr was apprised.This then explains the rather peculiar relationships of these men and the President. Coates hasn’t been fired but he would be an extraordinarily difficult person to replace because some acting NDI or recess appointment would necessarily need to have already qualified for Top SCI security clearance and the White House cannot issue that. Trump has burned half the population that could hold the job and proximity to him is viewed poorly among the military since he tends to damage reputations. One Admiral described the National Security Advisor job as a “s#!t sandwich” when he was considered to replace Gen. HR McMaster.Barry McCaffrey, William McRaven and several other retired military bigwigs have made the unusual choice to come out publically and explain their positions on America’s global role. This isn’t about them. It’s about the active duty brass who can’t and won’t talk.Something is wrong in Washington. Something bad. Something that goes beyond the typical partisan deadlock and vindictiveness.This NYT story dropped during the shutdown. Make no mistake: this was deliberate, as was the very real likelihood that the shutdown might have been an attempt to slow roll the Mueller Investigation.Roger Stone was arrested in a full press FBI raid. With tactical teams and everything. The 20-odd agents who executed the warrant were not getting paid. Roger Stone and Donald Trump go back for decades. Stone is the guy who put the White House into Trump’s ear and Stone is the guy who contacted Guccifer 2.0 and WikiLeaks, both now demonstrably tied to the Russian Government. Stone also suggested Paul Manafort to Trump as Campaign Manager and it was Manafort who altered the Russian planks at the RNC. Manafort who was paid by Russian linked foreign politicians with an actual KGB guy on his immediate team in Ukraine.Roger Stone and Paul Manafort are basically Russian Assets at this point. That might sound insane, but the honest truth is that despite their political acumen, both men had been relegated to the sidelines of American Conservative Politics because they are so morally ambiguous. They are the Dark Princes of Dirty Politics.The old Russia, Soviet Russia, would never really fit for these men; but the new Russia, Vladimir Putin’s Russia is exactly the type of government they’ve been advocating for years. An Oligarchy of the wealthy, ruthless and powerful who shamelessly wield power no matter who gets burned. Modern Russia is Manafort’s paradise. It holds a certain allure for Stone too. He’s a showman and a magician and Putin is his kinda guy.Maybe it ends here.Yet we aren’t done. Not yet. The timing of this NYT story matters. The publicity matters. It’s a warning to the President, “You can’t pardon Stone and Manafort.”When Trump pardoned Joe Arpaio it was a stunt. A gag. A warning that he could and would use his power as he saw fit. It had a funny complexity though. Accepting the pardon was an admission of guilt on Arpaio’s part. It also turns out that once you are pardoned you can no longer plead the 5th Amendment because you can no longer incriminate yourself. You can always lie, but perjury is a special kind of crime, one the presiding judge has enormous leeway over.The timing of the NYT piece is deliberate in that if Mueller is almost done and means to cast Stone and Manafort as the ultimate villains of this tale, the top secret FBI inquiry means that Trump himself was once considered a potential one. The public nature of that means that if he pardons his old friends, he becomes a co-conspirator by default.His pardon also carries the most dangerous condition of all. It removes their 5th Amendment protection. For years they can be compelled to recount this tale, under oath, and each compulsion carries the very real danger of being caught in a lie. Each lie a crime. This is dangerous for compulsive liars like Mannafort and Stone.Its also dangerous for Donald Trump, who might well be a Russian Asset. One his own party leadership has tired of now that his utility has expired. They got their judges, they got their massive tax cuts. The GOP doesn’t really care about opioids and they can’t agree on immigration reform amongst themselves. They have no replacement for the ACA that will pass, and the Law is increasingly popular each passing year, making it politically dangerous to tinker with.All that matters now is the possibility of replacing Ruth Bader Ginsburg. Even that is a secondary thought because the Court is securely in their majority now.Trump’s value as President wanes more every day to the GOP powerbrokers. He has remade the party in his own image to some degree but that image is messy, chaotic and unfocused. It’s ineffective and it has a major Achilles heel: it doesn’t have the donors.Bernie Sanders raised more money last go around than anyone else. The Republicans are trying to copy that model but they have a serious problem. They are doctrinally opposed to giving money at the most basic level. Bernie’s fundraising came from the bottom income brackets of society because that was where his messaging was targeted. The Republicans only target grievance here, not economic hope and change. Trump won with “self funding”, and the downballot races had the Kochs and the rest of the donor class helping out, but the donors are withdrawing from the current party. Policy no longer lines up with interest and the deadlock in Washington is bad and the introduction of a populist demogogue has illustrated the potential danger in that.After the worst electoral loss in American history last midterm, smart well-heeled donors might just hold their checkbooks close in 2020. Trump will inevitably fundraise well but his ability to provide coattails to ride is vastly diminished. In this he is like Obama. Like Obama that could result in diminished support but the big money liked Obama and so did the small money. Obama was popular.In 600 days the question might still linger, is the President working for a foreign government?it seems absurd, but here we are.It is not a joke. It’s not a conspiracy theory. There are very serious people pondering this very serious question. Important people, powerful people.We can speculate and ponder like Monday morning Quarterbacks, but ultimately it will come down to Robert Mueller, Mike Pence, Nancy Pelosi, Mitch McConnell, Warner and Burr and perhaps Jerry Nadler.Washigton is holding its breath. The military seems discomfited, which is odd, and many would simply like to get to the next election. Many are secretly planning to vote for anyone other than Trump because they simply aren’t sure anymore that he is True Blue and Red Blooded.Thats never happened before and I pray it never happens again.

Stock marketInvesting in stocks may not be everyone’s cup of tea as it’s a volatile asset class and there is no guarantee of returns. While everyone knows that investing in the stock market has historically paid off, there are far too many people who don’t trust the financial markets and choose to sit on the sidelines altogether. Then there are people who think the stock market is so overvalued right now that they would be crazy to jump in. Further, not only is it difficult to pick the right stock, timing your entry and exit is also not easy. Over long periods, equity has been able to deliver higher than inflation-adjusted returns compared to all other asset classes.to reduce the risk to a certain extent, you could diversify across sectors and market, if you have a medium or high-risk appetite, then Investing in the stock market through shares is a good option for you, which will fetch you a return of 12-15% per annum on an average. High returns of 22%-30% per annum is also reported if you choose to invest in highly risky stocks for a longer duration.To invest in direct equities, one needs to open a Demat account.Mutual fundsMutual funds, particularly equity mutual funds, are believed to be the best investment avenue in India currently. Also, the best investment instruments to invest in, without any prior investment knowledge. Mutual funds have become an incredibly popular option for a wide variety of investors in India. Many individuals want to invest in mutual funds these days, because not only are there a host of mutual fund categories to choose from, but also funds of various risk levels.Post Office Monthly Income SchemeFor regular monthly income options at a fixed rate, POMIS is good Option Distribution | Outlet is a low-risk investment scheme, having a term of 5 years. You can invest the amount of INR 1,500 to INR 4,50,000 in a single holding account and INR 9,00,000 in a joint holding account. From April 2016, the interest rate on POMIS is 7.8% per annum, which is payable monthly. So, this scheme is appropriate for a conservative investor.National Pension SystemThe NPS is a long-term retirement-focused investment product managed by the Pension Fund Regulatory and Development Authority (PFRDA).NPS is a mix of equity, fixed deposits, corporate bonds, liquid funds, and government funds, among others. The minimum annual (April-March) contribution for an NPS Tier-1 account to remain active has been reduced from ₹6,000 to ₹1,000. Based on your risk appetite, you can decide how much of your money can be invested in equities through NPS.NPS is a safe option to invest in because of being a government-sponsored scheme.Public Provident FundDespite the introduction of so many investment avenues in the Indian market in recent years, PPF still remains one of the best investment options for the common man and risk-averse investors. A PPF account can be opened in both banks and post offices, but those who prefer the online mode can opt for any leading bank that offers PPF as they can be applied for online. However, one has to visit the branch to get the application verified and stamped. It could be any branch, doesn’t have to be the home branch. Also read: ELSS vs PPF: Which is better for saving tax? Since PPF has a long tenure of 15 years, the impact of compounding of tax-free interest is huge, especially in the later years.PPF is one product a lot of people turn to as the interest earned and the principal invested is backed by sovereign guarantee, it makes it a safe investment.Bank fixed depositFixed Deposits (FD) are not just investments, they are a part of the Indian tradition and culture! Yes, it’s true. For low-risk investment, a fixed deposit in Indian Banks or NBFCs is very good and a safe option for investment which offers you anywhere between 6-9% interest per annum, depending on institute and scheme. Under the deposit insurance and credit guarantee corporation (DICGC) rules, each depositor in a bank is insured up to a maximum of ₹1 lakh for both principal and interest amount.Senior Citizens’ Saving SchemeProbably the first choice of most retirees, the Senior Citizens’ Saving Scheme (SCSS) is a must-have in their investment portfolios. As the name suggests, only senior citizens or early retirees can invest in this scheme. SCSS can be availed from a post office or a bank by anyone above 60 years of age.RBI Taxable BondsThe government has replaced the erstwhile 8 percent Savings (Taxable) Bonds 2003 with the 7.75% Savings (Taxable) Bonds. These bonds come with a tenure of 7 years. The bonds may be issued in Demat form and credited to the Bond Ledger Account (BLA) of the investor and a Certificate of Holding is given to the investor as proof of investment. The bonds suit conservative investors who are looking for assured and fixed returns with complete safety of their principal amount. Anyone who is a resident Indian in their individual capacity or jointly can invest in the scheme. They can also invest on a one or survivor basis and even on behalf of a minor as a parent or guardian. There is no maximum limit for investments. However, these bonds cannot be traded in the secondary markets.Real EstateThe house that you live in is for self-consumption and should never be considered as an investment. If you do not intend to live in it, the second property you buy can be your investment. The location of the property is the single most important factor that will determine the value of your property and also the rental that it can earn. Investments in real estate deliver returns in two ways – capital appreciation and rentals.GoldGold holds an inevitable place in India’s values and traditions and gold have always generated significant returns over the years. Gold has proven a safe haven for many investors for centuries as they performed well in all adversaries such as war.Happy investing✌✌✌

In the context of a legal agreement—which is what a term sheet is—a “schedule” is a list of things that are referenced in the agreement. Often, for complex agreements, there are many things that need to be listed. Examples might be:Names and salaries of employeesNames and ownership interests of shareholdersSoftware licensesPatents and intellectual propertyComputers and other owned equipmentLeases the company has signedEtc.Instead of putting all this directly into the agreement, they will instead be listed separately and attached to the end, with the agreement itself just saying something like “the employees as listed in Schedule A”.There is no particular order in which schedules are attached, although it is typically in the order in which they are referenced in the document. And for purposes of clarity, each schedule is numbered (or, more often, lettered, starting with “Schedule A”.)To give you an idea of the kind of schedules you might find in the actual closing documents of an investment (although likely not the term sheet), take a look at this typical due diligence list:A. Organization of the Company1. Describe the corporate or other structure of the legal entities that comprise the Company. Include any helpful diagrams or charts. Provide a list of the officers and directors of the Company and a brief description of their duties.2. Long-form certificate of good standing and articles or certificate of incorporation from Secretary of State or other appropriate official in the Company's jurisdiction of incorporation, listing all documents on file with respect to the Company, and a copy of all documents listed therein.3. Current by-laws of the Company.4. List of all jurisdictions in which the Company is qualified to do business and list of all other jurisdictions in which the Company owns or leases real property or maintains an office and a description of business in each such jurisdiction. Copies of the certificate of authority, good standing certificates and tax status certificates from all jurisdictions in which the Company is qualified to do business.5. All minutes for meetings of the Company's board of directors, board committees and stockholders for the last five years, and all written actions or consents in lieu of meetings thereof.6. List of all subsidiaries and other entities (including partnerships) in which the Company has an equity interest; organizational chart showing ownership of such entities; and any agreements relating to the Company's interest in any such entity.B. Ownership and Control of the Company1. Capitalization of the Company, including all outstanding capital stock, convertible securities, options, warrants and similar instruments.2. List of securityholders of the Company (including option and warrant holders), setting forth class and number of securities held.3. Copies of any voting agreements, stockholder agreements, proxies, transfer restriction agreements, rights of first offer or refusal, preemptive rights, registration agreements or other agreements regarding the ownership or control of the Company.C. Assets and Operations1. Annual financial statements with notes thereto for the past three fiscal years of the Company, and the latest interim financial statements since the end of the last fiscal year and product sales and cost of sales (including royalties) analysis for each product which is part of assets to be sold.2. All current budgets and projections including projections for product sales and cost of sales.3. Any auditors (internal and external) letters and reports to management for the past five years (and management's responses thereto).4. Provide a detailed breakdown of the basis for the allowance for doubtful accounts.5. Inventory valuation, including turnover rates and statistics, gross profit percentages and obsolescence analyses including inventory of each product which is part of assets to be sold.6. Letters to auditors from outside counsel.7. Description of any real estate owned by the Company and copies of related deeds, surveys, title insurance policies (and all documents referred to therein), title opinions, certificates of occupancy, easements, zoning variances, condemnation or eminent domain orders or proceedings, deeds of trust, mortgages and fixture lien filings.8. Schedule of significant fixed assets, owned or used by the Company, including the identification of the person holding title to such assets and any material liens or restrictions on such assets.9. Without duplication from Section D below, or separate intellectual property due diligence checklist, schedule of all intangible assets (including customer lists and goodwill) and proprietary or intellectual properties owned or used in the Company, including a statement as to the entity holding title or right to such assets and any material liens or restrictions on such assets. Include on and off balance sheet items.D. Intellectual PropertyList of all patents, trademarks, tradenames, service marks and copyrights owned or used by the Company, all applications therefor and copies thereof, search reports related thereto and information about any liens or other restrictions and agreements on or related to any of the foregoing (without duplication from attached intellectual property due diligence checklist).E. Reports1. Copies of any studies, appraisals, reports, analyses or memoranda within the last three years relating to the Company (i.e., competition, products, pricing, technological developments, software developments, etc.).2. Current descriptions of the Company that may have been prepared for any purpose, including any brochures used in soliciting or advertising.3. Descriptions of any customer quality awards, plant qualification/certification distinctions, ISO certifications or other awards or certificates viewed by the Company as significant or reflective of superior performance.4. Copies of any analyst or other market reports concerning the Company known to have been issued within the last three years.5. Copies of any studies prepared by the Company regarding the Company's insurance currently in effect and self-insurance program (if any), together with information on the claim and loss experience thereunder.6. Any of the following documents filed by the Company or affiliates of the Company and which contain information concerning the Company: annual reports on SEC Form 10-K; quarterly reports on SEC Form 10-Q; current reports on SEC Form 8-K.F. Compliance with Laws1. Copies of all licenses, permits, certificates, authorizations, registrations, concessions, approvals, exemptions and other operating authorities from all governmental authorities and any applications therefor, and a description of any pending contemplated or threatened changes in the foregoing.2. A description of any pending or threatened proceedings or investigations before any court or any regulatory authority.3. Describe any circumstance where the Company has been or may be accused of violating any law or failing to possess any material license, permit or other authorization. List all citations and notices from governmental or regulatory authorities.4. Schedule of the latest dates of inspection of the Company's facilities by each regulatory authority that has inspected such facilities.5. Description of the potential effect on the Company of any pending or proposed regulatory changes of which the Company is aware.6. Copies of any information requests from, correspondence with, reports of or to, filings with or other material information with respect to any regulatory bodies which regulate a material portion of the Company's business. Limit response to the last five years unless an older document has a continuing impact on the Company.7. Copies of all other studies, surveys, memoranda or other data on regulatory compliance including: spill control, environmental clean-up or environmental preventive or remedial matters, employee safety compliance, import or export licenses, common carrier licenses, problems, potential violations, expenditures, etc.8. State whether any consent is necessary from any governmental authority to embark upon or consummate the proposed transaction.9. Schedule of any significant U.S. import or export restrictions that relate to the Company's operations.10. List of any export, import or customs permits or authorizations, certificates, registrations, concessions, exemptions, etc., that are required in order for the Company to conduct its business and copies of all approvals, etc. granted to the Company that are currently in effect or pending renewal.11. Any correspondence with or complaints from third parties relating to the marketing, sales or promotion practices of the Company.G. Environmental Matters1. A list of facilities or other properties currently or formerly owned, leased, or operated by the Company and its predecessors, if any.2. Reports of environmental audits or site assessments in the possession of the Company, including any Phase I or Phase II assessments or asbestos surveys, relating to any such facilities or properties.3. Copies of any inspection reports prepared by any governmental agency or insurance carrier in connection with environmental or workplace safety and health regulations relating to any such facilities or properties.4. Copies of all environmental and workplace safety and health notices of violations, complaints, consent decrees, and other documents indicating noncompliance with environmental or workplace safety and health laws or regulations, received by the Company from local, state, or federal governmental authorities. If available, include documentation indicating how such situations were resolved.5. Copies of any private party complaints, claims, lawsuits or other documents relating to potential environmental liability of the Company to private parties.6. Listing of underground storage tanks currently or previously present at the properties and facilities listed in response to Item 1 above, copies of permits, licenses or registrations relating to such tanks, and documentation of underground storage tank removals and any associated remediation work.7. Descriptions of any release of hazardous substances or petroleum known by the Company to have occurred at the properties and facilities listed in response to Item 1, if such release has not otherwise been described in the documents provided in response to Items 1-6 above.8. Copies of any information requests, PRP notices, "106 orders," or other notices received by the Company pursuant to CERCLA or similar state or foreign laws relating to liability for hazardous substance releases at off-site facilities.9. Copies of any notices or requests described in Item 8 above, relating to potential liability for hazardous substance releases at any properties or facilities described in response to Item 1.10. Copies of material correspondence or other documents (including any relating to the Company's share of liability) with respect to any matters identified in response to Items 8 and 9.11. Copies of any written analyses conducted by the Company or an outside consultant relating to future environmental activities (i.e., upgrades to control equipment, improvements in waste disposal practices, materials substitution) for which expenditure of funds greater than $10,000 is either certain or reasonably anticipated within the next five years and an estimate of the costs associated with such activities.12. Description of the workplace safety and health programs currently in place for the Company's business, with particular emphasis on chemical handling practices.H. Litigation1. List of all litigation, arbitration and governmental proceedings relating to the Company to which the Company or any of its directors, officers or employees is or has been a party, or which is threatened against any of them, indicating the name of the court, agency or other body before whom pending, date instituted, amount involved, insurance coverage and current status. Also describe any similar matters which were material to the Company and which were adjudicated or settled in the last ten years.2. Information as to any past or present governmental investigation of or proceeding involving the Company or the Company's directors, officers or employees.3. Copies of all attorneys' responses to audit inquiries.4. Copies of any consent decrees, orders (including applicable injunctions) or similar documents to which the Company is a party, and a brief description of the circumstances surrounding such document.5. Copies of all letters of counsel to independent public accountants concerning pending or threatened litigation.6. Any reports or correspondence related to the infringement by the Company or a third party of intellectual property rights.I. Significant Contracts and Commitments1. Contracts relating to any completed (during the past 10 years) or proposed reorganization, acquisition, merger, or purchase or sale of substantial assets (including all agreements relating to the sale, proposed acquisition or disposition of any and all divisions, subsidiaries or businesses) of or with respect to the Company.2. All joint venture and partnership agreements to which the Company is a party.3. All material agreements encumbering real or personal property owned by the Company including mortgages, pledges, security agreements or financing statements.4. Copies of all real property leases relating to the Company (whether the Company is lessor or lessee), and all leasehold title insurance policies (if any).5. Copies of all leases of personal property and fixtures relating to the Company (whether the Company is lessor or lessee), including, without limitation, all equipment rental agreements.6. Guarantees or similar commitments by or on behalf of the Company, other than endorsements for collection in the ordinary course and consistent with past practice.7. Indemnification contracts or arrangements insuring or indemnifying any director, officer, employee or agent against any liability incurred in such capacity.8. Loan agreements, notes, industrial revenue bonds, compensating balance arrangements, lines of credit, lease financing arrangements, installment purchases, etc. relating to the Company or its assets and copies of any security interests or other liens securing such obligations.9. No-default certificates and similar documents delivered to lenders for the last five (or shorter period, if applicable) years evidencing compliance with financing agreements.10. Documentation used internally for the last five years (or shorter time period, if applicable) to monitor compliance with financial covenants contained in financing agreements.11. Any correspondence or documentation for the last five years (or shorter period, if applicable) relating to any defaults or potential defaults under financing agreements.12. Contracts involving cooperation with other companies or restricting competition.13. Contracts relating to other material business relationships, including:a. any current service, operation or maintenance contracts;b. any current contracts with customers;c. any current contracts for the purchase of fixed assets; andd. any franchise, distributor or agency contracts.14. Without duplicating Section D above or the intellectual property due diligence schedule hereto, contracts involving licensing, know-how or technical assistance arrangements including contracts relating to any patent, trademark, service mark and copyright registrations or other proprietary rights used by the Company and any other agreement under which royalties are to be paid or received.15. Description of any circumstances under which the Company may be required to repurchase or repossess assets or properties previously sold.16. Data processing agreements relating to the Company.17. Copies of any contract by which any broker or finder is entitled to a fee for facilitating the proposed transaction or any other transactions involving the Company or its properties or assets.18. Management, service or support agreements relating to the Company, or any power of attorney with respect to any material assets or aspects of the Company.19. List of significant vendor and service providers (if any) who, for whatever reason, expressly decline to do business with the Company.20. Samples of all forms, including purchase orders, invoices, supply agreements, etc.21. Any agreements or arrangements relating to any other transactions between the Company and any director, officer, stockholder or affiliate of the Company (collectively, "Related Persons"), including but not limited to:a. Contracts or understandings between the Company and any Related Person regarding the sharing of assets, liabilities, services, employee benefits, insurance, data processing, third-party consulting, professional services or intellectual property.b. Contracts or understandings between Related Persons and third parties who supply inventory or services through Related Persons to the Company.c. Contracts or understandings between the Company and any Related Person that contemplate favorable pricing or terms to such parties.d. Contracts or understandings between the Company and any Related Person regarding the use of hardware or software.e. Contracts or understandings regarding the maintenance of equipment of any Related Person that is either sold, rented, leased or used by the Company.f. Description of the percentage of business done by the Company with Related Persons.g. Covenants not to compete and confidentiality agreements between the Company and a Related Person.h. List of all accounts receivable, loans and other obligations owing to or by the Company from or to a Related Person, together with any agreements relating thereto.22. Copies of all insurance and indemnity policies and coverages carried by the Company including policies or coverages for products, properties, business risk, casualty and workers compensation. A description of any self-insurance or retro-premium plan or policy, together with the costs thereof for the last five years. A summary of all material claims for the last five years as well as aggregate claims experience data and studies.23. List of any other agreements or group of related agreements with the same party or group of affiliated parties continuing over a period of more than six months from the date or dates thereof, not terminable by the Company on 30 days' notice.24. Copies of all supply agreements relating to the Company and a description of any supply arrangements.25. Copies of all contracts relating to marketing and advertising.26. Copies of all construction agreements and performance guarantees.27. Copies of all secrecy, confidentiality and nondisclosure agreements.28. Copies of all agreements related to the development or acquisition of technology.29. Copies of all agreements outside the ordinary course of business.30. Copies of all warranties offered by the Company with respect to its product or services.31. List of all major contracts or understandings not otherwise previously disclosed under this section, indicating the material terms and parties.32. For any contract listed in this Section I, state whether any party is in default or claimed to be in default.33. For any contract listed in this Section I, state whether the contract requires the consent of any person to assign such contract or collaterally assign such contract to any lender.NOTE: Remember to include all amendments, schedules, exhibits and side letters. Also include brief description of any oral contract listed in this Section I.J. Employees, Benefits and Contracts1. Copies of the Company's employee benefit plans as most recently amended, including all pension, profit sharing, thrift, stock bonus, ESOPs, health and welfare plans (including retiree health), bonus, stock option plans, direct or deferred compensation plans and severance plans, together with the following documents:a. all applicable trust agreements for the foregoing plans;b. copies of all IRS determination letters for the foregoing qualified plans;c. latest IRS forms for the foregoing qualified plans, including all annual reports, schedules and attachments;d. latest copies of all summary plan descriptions, including modifications, for the foregoing plans;e. latest actuarial evaluations with respect to the foregoing defined benefit plans; andf. schedule of fund assets and unfunded liabilities under applicable plans.2. Copies of all employment contracts, consulting agreements, severance agreements, independent contractor agreements, non-disclosure agreements and non-compete agreements relating to any employees of the Company.3. Copies of any collective bargaining agreements and related plans and trusts relating to the Company (if any). Description of labor disputes relating to the Company within the last three years. List of current organizational efforts and projected schedule of future collective bargaining negotiations (if any).4. Copies of all employee handbooks and policy manuals (including affirmative action plans).5. Copies of all OSHA examinations, reports or complaints.6. The results of any formal employee surveys.K. Tax Matters1. Copies of returns for the three prior closed tax years and all open tax years for the Company (including all federal and state consolidated returns) together with a work paper therefor wherein each item is detailed and documented that reconciles net income as specified in the applicable financial statement with taxable income for the related period.2. Audit and revenue agents reports for the Company; audit adjustments proposed by the Internal Revenue Service for any audited tax year of the Company or by any other taxing authority; or protests filed by the Company.3. Settlement documents and correspondence for last six years involving the Company.4. Agreements waiving statute of limitations or extending time involving the Company.5. Description of accrued federal, state and local withholding taxes and FICA for the Company.6. List of all state, local and foreign jurisdictions in which the Company pays taxes or collects sales taxes from its retail customers (specifying which taxes are paid or collected in each jurisdiction).L. Miscellaneous1. Information regarding any material contingent liabilities and material unasserted claims and information regarding any asserted or unasserted violation of any employee safety and environmental laws and any asserted or unasserted pollution clean-up liability.2. List of the ten largest customers and suppliers for each product or service of the Company.3. List of major competitors for each business segment or product line.4. Any plan or arrangement filed or confirmed under the federal bankruptcy laws, if any.5. A list of all officers, directors and stockholders of the Company.6. All annual and interim reports to stockholders and any other communications with securityholders.7. Description of principal banking and credit relationships (excluding payroll matters), including the names of each bank or other financial institution, the nature, limit and current status of any outstanding indebtedness, loan or credit commitment and other financing arrangements.8. Summary and description of all product, property, business risk, employee health, group life and key-man insurance.9. Copies of any UCC or other lien, judgment or suit searches or filings related to the Company in relevant states conducted in the past three years.10. Copies of all filings with the Securities and Exchange Commission, state blue sky authorities or foreign security regulators or exchanges.11. All other information material to the financial condition, businesses, assets, prospects or commercial relations of the Company.