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What is there to stop food/drinks manufacturers from outright lying about the ingredients and nutritional information of their products?There is absolutely nothing that could be done to stop manufacturers from lying. There’s also nothing to stop them from being caught. I remember an example in the drug industry with generics. I forget the product or the company involved, but when they submitted the sample of their generic product to the FDA, they put the powder from the brand name product into their own capsules. So here the FDA did check samples and the company still cheated. End of the story is that they did get caught.The Federal Food, Drug and Cosmetic Act—which provides authority for FDA’s consumer-protection work—requires that labels on packaged food products in interstate commerce not be false or misleading in any way.To that end, as resources permit, FDA monitors food products to ensure that the labels are truthful and not misleading, explains Michael W. Roosevelt, acting director of compliance at FDA’s Center for Food Safety and Applied Nutrition (CFSAN). If a product is not labeled as required by law, the agency takes appropriate action.FDA Steps InFor example, when FDA received complaints from U.S. firms and attorneys alleging that imports of pomegranate juice concentrates were not, as labeled, 100% pomegranate, the agency took a closer look.After conducting its own analyses, FDA found that some of the samples contained undeclared ingredients, including artificial colors, sweeteners and less expensive fruit juices, such as black currant, apple, pear or cherry juices, in place of pomegranate juice.FDA issued an import alert for pomegranate juice exported by certain companies in Iran and Turkey, based on findings that the samples FDA analyzed were “not as they were represented to be on the labels and therefore adulterated and misbranded.” An import alert allows FDA to detain, without physical examination, imported products that appear to violate the Federal Food, Drug, and Cosmetic Act. When a shipment is detained, the importer has a window of opportunity to introduce evidence to overcome the appearance of a violation, during which time the product cannot be distributed.In other circumstances, when the agency identifies a food product with labeling that is false or misleading (misbranded), it may inform the manufacturer, often in the form of a warning letter, of the violation of law and ask the firm to correct the problem. Most firms contacted by FDA about a labeling violation voluntarily comply, Roosevelt says.Those that do not can be subject to additional legal action to remove the misbranded products from commerce. Under such circumstances, these products cannot return to the market until the manufacturers take action to correct the violations.“In the case of the pomegranate juice,” Roosevelt says, “the burden is on the importer to show that the product labeling is accurate.” “Otherwise, the juice is not going to make it into the U.S.”Another example: In 2012, FDA issued an import alert for shipments of honey exported from India, Malaysia, New Zealand, Turkey and Vietnam due to findings that certain honey products from these countries had been adulterated through the partial substitution of cane or corn sweeteners.Import alerts are listed on http://fda.gov, and there are a number of different ways to search for firms and products. FDA also maintains an alphabetical list of warning letters by subject in which consumers can find previous examples of past warning letters citing misbranding or adulteration of food.

Philip Johnston (1892 - 1978) thought up and presented the idea of the Navajo Code Talkers to the Marines. 29 Navajo with help from a Marine cryptographic officer created the code.Philip was the son of a missionary, William Johnston. His brought them from Kansas to the Leupp (Tsiizizii in Navajo), Arizona area in 1896 when Phillip was 4. It is on the Navajo Reservation east of Flagstaff. He learned Navajo from playing with Navajo kids. In that time and place almost all Navajo were Navajo as a first language, and most were not comfortable with English or did not speak it at all. The area was 98% or more Navajo.Phillip’s father helped broker a peace in the Padre Canyon Incident in 1899. This was when three white cowboys and county lawmen went off and killed two Navajo and one ranch hand was killed. This was on land that the Anglo cattle people moved into and were trying to take from the Navajo. Rev. Johnston acted as mediator between the Navajo and the authorities in Flagstaff. He promised the accused for Native American men that they would get an adequate defense.They surrendered and were brought trial at the Coconino County Courthouse in Flagstaff in September, 1900. On April 11, 1900 an indictment was handed down by the grand jury for the three surviving Navajos for the murder of Montgomery and the serious wounding of two of the posse members. U.S. Attorney for Arizona Territory Robert E. Morrison was assigned to defend the Navajo. He was assisted by E. S. Clark, an attorney provided by the Indian Rights Association of Philadelphia. District Attorney James Loy handled the prosecutionThe injured Navajo, Haastiin Biwoo Adini, addressed presiding territorial Judge Richard E. Sloan and Johnston's son, Philip, 9, translated the speech for the judge. Impressed with the Navajo's stature and words, Judge Sloan found all the Navajo men innocent. On Sept. 20, they were acquitted of all charges. They were acquitted in a town that was mostly made up of white ranchers and lumber people who had not looked favorably on the Indians prior to the trial. This gave the family, and Phillip, good will among the Navajo in the area.Here is Biwoo AdiniBelow 1904 picture with Biwoo Adini at far right with Rev. William Johnston next to him. Mrs. William Johnston is at far left with son Philip Johnston next to her on her right.The incident got national publicity. News went to Washington D.C. In October, Johnston and a contingent of interested parties, met with President Theodore Roosevelt. They carried a map showing where the Navajos lived and how long they could remember their ancestors being there. Philip Johnston translated the Navajo message for the president.The president issued an executive order on Nov. 14, 1901, setting aside the land between the Hopi reservation and the Colorado River and putting it into the Navajo reservation boundaries. These lands became known as the Leupp ExtensionIt was named in English for Francis E. Leupp who helped get the reservations lands increased in this area in 1901 (the the Leupp Extension). Leupp was a member of the Indian Rights Association, a former muckraking journalist, he was appointed Indian Commissioner by President Theodore Roosevelt in 1905. The Navajo name, , means “hair sack”. It was the Navajo name for a BIA official named Joseph E. Maxwell who was famous for his toupee.As a gesture of appreciation for Rev. Johnston's mediation efforts, Leupp residents invited him and his family to establish a mission settlement at Tolchaco, seven miles downstream from the present-day community of Leupp on the Little Colorado River. That is where Phillip spent the rest of his childhood.Phillip Johnston went the Northern Arizona Normal School,(now NAU). In 1918 he enlisted in the U.S. Army for WWI. He trained in Camp Fremont at Menlo Park, California and then went to France as part of the AEF. He might have heard about Comanches being used to talk on radios (not in code) in WWI France.After the war he went to USC and got a graduate degree in civil engineering degree in 1925. Then he worked for the city of Los Angeles water department.Here is Phillip JohnstonHe continued to keep contact with his Navajo friends both on the Navajo Nation and in the LA area. After the start of WWII and Pearl Harbor, Johnston heard of the American codes being broken. Secure front line radio communications quickly became an issue since many of the Japanese military were proficient at English and traditional codes were too slow and cumbersome for battlefield use and Japanese code breakers had success.He had the idea to use Navajo language. He was still fluent and knew that no one spoke it outside of America. He presented this idea to the Marine Corps. They asked for a demonstration. He recruited four Navajos who were working in the Los Angeles shipyards. By the end of the war, over 24,000 reservation Natives and another 20,000 off-reservation Natives had served. In addition, another 40,000 left the reservations to work in the defense industry.Here are some Native Americans in WWII.Philip’s idea at first was that Navajo language could be used unmodified to transmit military communications. Before the demonstration, after the four Navajo men got some sample messages, the Navajos said that the would need to use word and letter substitution methods to convey the messages. The men discussed it a while and came up with some agreed words.At the demonstration was Communications Officer Major James E. Jones, USMC at Camp Elliott (next to Camp Kearny, now Miramar) in San Diego and Pacific Fleet General Clayton Barney Vogel. The test was done by installing a telephone connection between two offices. Vogel wrote out six messages that were typical of ones during combat. One read "Enemy expected to make tank and dive bomber attack at dawn." This was transmitted as: "Enemy tank dive bomber expected to attack this morning." The remaining messages were translated with similar proficiency. It was done in a few minutes. The codes at the time took a long time with a code book on both ends. After the demonstration someone (it is not clear who) decided as coding system for Navajo had to be created instead of conversational Navajo.General Vogel was convinced and wanted to have the code made. He asked for the Marine Corps to recruit 200 Navajos. He was given authorization to recruit 30 for a pilot project. At the time, military field radios were not equipped with encryption/decryption technology. The enemy to listen to radio traffic. The Japanese were continually breaking the American codes, often with terrible results.In the letter above Vogel says they were the only "tribe that has not been infested with German students during the past twenty years. These Germans, studying the various tribal dialects under the guise of art students, anthropologists, etc., have undoubedtly obtained a good working knowledge of all tribal dialects except Navajo."Here is Phillip Johnston on a recruiting tour of the Navajo Nation in Oct 1942.Here are the first Navajos enlisting for the Code project 1942.Here is First 29 Code Talkers of 382nd Platoon after boot camp at Camp Pendleton in OceansideHere are some of the Navajo Marines at Camp Elliot where they worked out the Code.The first group of 29 that were recruited first did seven weeks of standard Marine recruit training (boot camp). The first all-Navajo Platoon 382 graduated from MCRD, SD on June 27, 1942. The Platoon was then sent to Camp Elliott for about eight weeks of basic communications training. In that time the men were to develop the code. Three more Navajo joined them. The men were guided by a cryptographic officer in the basics of employing letter and word substitution encryption methods. The 32 Navajo created the code.The names of the first 29 Navajo who used the code in battle are: Charlie Sosie Begay, Roy Begay, Samuel H. Begay, John Ashi Benally, Wilsie Bitsie, Cosey Stanley Brown, John Brown Jr., John Chee, Benjamin Cleveland, Eugene Crawford, David Curley, Lowell Damon, George Dennison, James Dixon, William McCabe, Carl Gorman, Oscar Ilthma, Allen June, Alfred Leonard, James Manuelito Sr., Chester Nez, Jack Nez, Lloyd Oliver, Frank Pete, Balmer Slowtalker, Nelson Thompson, Harry Tsosie, John Willfe Jr. and Yazzie William.The Navajo code had at its base a letter substitution code. A teaching code book was developed in San Diego, but it was never taken into the field. There was not code book to be captured. The Navajo had to memorize the whole code. Each letter in English had three possible English words that started with that letter. Then each word was translated into Navajo. For example, “A” was for ant, apple, or axe. That was translated into Navajo. In this example, “ant” was red ant = wóláchííʼ. “Axe” was tsénił. And “apple” was bilasáana. The words were randomly rotated for each letter. nahashchʼidí, shash, and tóshjeeh all translated to words that started with B in English (badger, bear, and barrel). The coders had to memorize 78 letter substitutions.Then, for some words, the translation being used was difficult to decide. For example one of the words for “D” was chʼįįdii. This is normally translated as ghost. It is the bad disease causing spiritual residue that remains on or near a person’s bones. It is a Navajo cultural idea. However, the coders used it for Devil=D. The others for D were bįįh=deer and łééchąąʼí =dog. Personally, I would have never guessed that a chindi stood for D.Then there were word substitutions to speed transmission. There were about 211 of these at first, and eventually 411 or so. For example, the word “submarine” was “metal fish”= béésh łóóʼ. A fighter plane was a “hummingbird”= dahiitįhii. For a Navajo speaker who did not know the code, and there were a lot of other Navajo on the military in WWII, the code sounded like a long list of words with no grammar or verbs. For non-Navajo the phonemes and tones are very difficult. For speakers of Japanese or English it is hard to tell where one word ends and hard to verbally reproduce or write down.The insertion of code words instead of letters in places made it a little harder. So one would need to know that "cha" (beaver) did not stand for B but was for a cruiser (naval ship). And then one needed to tell it from “chʼah” which means hat and was one of the words for H. The others for “H” were atsiighaʼ (hair), and łįį́ʼ (horse).After the creation and memorizing of the Navajo code, about half the men were assigned to the 1st Marine Division, and 16 were assigned to the 6th Marines and the 2nd Signal Company of the 2nd Marine Division. Three men stayed in San Diego to recruit and train Navajos to become code talkers. Around 400 learned and used it over the war, occupation of Japan and into the Korean War.On Aug. 7, 1942, the first Marine division hit the beaches of Guadalcanal with 15 Navajo Code Talkers. This was the first offensive move in the Pacific arena. The battle was the first where the Navajo code would be tested in actual battle. The Coder worked in teams of two on each end of the radio. One to work the radio and one to transmit the code.“ The Code Talkers successfully translated, transmitted and re-translated a test message in two and a half minutes. Without using the Navajo code, it could take hours for a soldier to complete the same task....the Code Talkers were used in every major operation involving the Marines in the Pacific theater. Their primary job was to transmit tactical information over telephone and radio.During the invasion of Iwo Jima, six Navajo Code Talkers were operating continuously. They sent more than 800 messages. All of the messages were transmitted without error.The Navajo Code Talkers were treated with the utmost respect by their fellow marines. Major Howard Connor, who was the signal officer of the Navajos at Iwo Jima, said, “Were it not for the Navajos, the Marines would never have taken Iwo Jima.” From the CIA website—Navajo Code Talkers and the Unbreakable CodeMost the Navajo had traditional ceremonies done for them. These ceremonies are designed to protect them physically, emotionally and spiritually. A study found that “surprisingly little evidence of serious psychological problems or combat fatigue among the returning Navajo veterans. On the battlefield, they carried medicine pouches containing an arrowhead and corn pollen. Most prayed in Navajo every day.Philip Johnston was not yet on active duty with the USMC and was not present during the creation of the code even though it was his idea. He asked the USMC to serve in the Navajo Code Talking Program as a Staff Sergeant. He then served as a school administrator for the "confidential" program and a recruiter with a Navajo man, Corporal John A. Benally. The next all-Navajo platoon to go through boot camp was Platoon 297 in March 1943.The work of the Navajo Code Talkers was not recognized until after the declassification of the operation in 1968. until then the men were not allowed to even tell their families what the had done in WWII. For a lot of the 400 men who were Code Talkers, this was hard because the were not allowed to say what they had done in the war, even to family members, until 23 years after it ended. As of 2019 there are 5 still alive.When we got out, discharged, they told us this thing you that you guys did is going to be a secret. When you get home you don’t talk about what you did; don’t tell your people, your parents, family, don’t tell them what your job was. This is going to be a secret; don’t talk about it. Just tell them you were in the service, defend your country and stuff like that. But, the code, never, never, don’t mention; don’t talk about it. Don’t let people ask you, try to get that out of you what you guys did. And that was our secret for about 25, 26 years. Until August 16th, 1968. That’s when it was declassified; then it was open. I told my sister, my aunt, all my families what I really did. —Chester Nez, Navajo Code Talker, National Museum of the American Indian interview, 2004President Ronald Reagan gave the Code Talkers a Certificate of Recognition and declared August 14 “Navajo Code Talkers Day” in 1982.In 2000, the United States Congress passed legislation to honor the Navajo Code Talkers and provided them with special gold and silver Congressional Medals. The gold medals were for the original 29 Navajos that developed the code, and the silver medals for those that served later in the program. A statement in the Navajo language on the back of the medals translates to: “With the Navajo language they defeated the enemy.” President Bill Clinton signed the law which awarded the Congressional Gold Medals. President George W. Bush presented the medals to the four surviving Code Talkers at a ceremony held in the Capitol Rotunda in Washington in July 2001.Oh, yes, I’m proud of it, particularly when I shook hands with President Bush in Washington three years ago. He gave me the gold medal. He shook hands with me and then afterwards I spoke. So I spoke in English and then when I got through with my speech I spoke in Navajo, it amounted to about 3 minutes. I said, “You Navajo people that are now on the reservation between the four sacred mountains, I want the people should thank you for using our sacred language. This language was given to us by the Holy People, I don’t know how many thousand years ago,” I said. “We use it for they, to help win for the United States.”—John Brown, Jr., Navajo Code Talker, National Museum of the American Indian interview, 2004Here are some of the remaining Navajo code talkers in 2014. In 2018 some of the Navajo Code Talkers who were still alive included Thomas H. Begay, John Kinsel, Sr., Peter MacDonald, Samuel Sandoval and Joe Vandever, Sr. There were eight alive at that time.Here, below, is Chester Nez (1921 – 2014). He was the last surviving man of the original twenty-nine Navajo Code Talkers and one of the Code creators. He was born in Chichiltah, NM (Chéch'il Łání). He was Dibéłizhiní clan (Black Sheep), and born for Tsénahabiłnii clan (Sleep Rock).He was sent to boarding schools, where he’d had his mouth washed out with soap for speaking Navajo. At BIA boarding school in schools, in Tuba City, Arizona, Nez was recruited into the Marine Corps. He was 122 pounds in 10th grade, and he barely met the minimum weight requirement for the Marines. The volunteers went directly into basic training without any goodbyes. Nez left behind his sister Dora, his father and his grandmother, who wouldn’t know he was fighting until two years after he left.He saw combat first in Guadalcanal. He said that sometimes, on the battlefield, he could hear the bells of the sheep back home and knew people there were praying for him. Nez wrote in his memoir, “Their prayers were carried across the miles as the pure, bright chime of the bells.” When a battle was over, Marines in their division got R&R while Nez and his fellow code talkers shipped off to another battlefields: Bougainville, Guam, Peleliu. He was at the Battle of Bougainville in New Guinea on November 3, 1943, and then Guam on July 21, 1944, and then on to Peleliu and Angaur in September 1944. He was honorably discharged in 1945.When the Code Talkers got out of the service, “they told us not to talk about what we did,” Nez said. The mission was top secret. He couldn’t talk about it even with other Marines with whom he served; not with his family, even after the war; not with the paper-pusher back home who, when Nez applied for a civilian ID card, smugly told the decorated war veteran that he still was not a full citizen of the U.S.From 1946 to 1952, Nez used the GI Bill to attend the University of Kansas in Lawrence, Kan., to study commercial arts. Nez also served in the Marine Corps Reserves and returned to combat in the Korean War.He worked as a painter for 25 years at a V.A. hospital in Albuquerque. Nez retired in the mid-1970s and moved back to Chichiltah to help care for his sister, Dora. In his later years he lived in Albuquerque with his son Mike, daughter-in-law Rita, and their children.In 2001, Nez was one of the four of the five living code talkers who received the Congressional Gold Medal from President George W. Bush. He died at age 93 of kidney failure.Nez's story was published in the 2011 memoir, "Code Talker: The First and Only Memoir by One of the Original Navajo Code Talkers of WWII," which he wrote with author Judith Avila.“Writer Judith Schiess Avila met Nez in January 2007 “through the friend of a friend.” Their friendship grew and he shared his story with her. Captivated by his story, she asked Nez to let her help him write his biography.“He kept saying to me, ‘What if it’s not interesting? I just did my duty,’” she said. “After thinking about it for a couple of days, he agreed to tell his story.”In an earlier interview with ICTMN, Avila said, “I think it was hard for him to talk about himself. [During our interviews] he often stopped and reflected: Was he building himself up? Was he being fair to others? Was he being accurate?”Here is the Navajo Code Talker monument in Window Rock, the capital of the Navajo Nation. The s

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.