Common use of Agreements and Commitments Clause in Contracts

Agreements and Commitments. Except as set forth in Item 2.11 delivered by INTEGRAL NETWORKING to CRL Network herewith, INTEGRAL NETWORKING is not a party or subject to any oral or written executory agreement, contract, obligation or commitment that is material to INTEGRAL NETWORKING, its financial condition, business or prospects or which is described below and is not terminable within 60 days without cost or penalty to INTEGRAL NETWORKING. including but not limited to the following: (a) Any contract, commitment, letter agreement, quotation or purchase order providing for payments by or to INTEGRAL NETWORKING in an aggregate amount of (i) $25,000 or more in the ordinary course of business or (ii) $1,000 or more not in the ordinary course of business; (b) Any license agreement under which INTEGRAL NETWORKING is licensor (except for any nonexclusive software license granted by INTEGRAL NETWORKING to end-user customers where the form of the license, excluding standard immaterial deviations, has been provided to CRL Network's counsel); or under which INTEGRAL NETWORKING is licensee (except for standard "shrink wrap" licenses for off-the-shelf software products); (c) Any agreement by INTEGRAL NETWORKING to encumber, transfer or sell rights in or with respect to any INTEGRAL NETWORKING Intellectual Property (as defined in Section 2.12 hereof); (d) Any agreement for the sale or lease of real or personal property involving more than $10,000 per year; (e) Any dealer, distributor, sales representative, original equipment manufacturer, value added reseller or other agreement for the distribution of INTEGRAL NETWORKING's products; (f) Any franchise agreement or financing statement. (g) Any stock redemption or purchase agreement; (h) Any joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons or the payment of royalties to any other person; (i) Any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee or otherwise, except for trade indebtedness or any advance to any employee of INTEGRAL NETWORKING incurred or made in the ordinary course of business, and except as disclosed in the INTEGRAL NETWORKING Financial Statements; or (j) Any contract containing covenants purporting to limit INTEGRAL NETWORKING's freedom to compete in any line of business in any geographic area. All agreements, contracts, obligations and commitments listed in Item 2.11, Item 2.12, Item 2.15.3 or Item 2.15.6 as required by Section 2.11, Section 2.12, Section 2.15.3 or Section 2.15.6, as the case may be, are valid and in full force and effect, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (b) rules of law governing specific performance, injunctive relief and other equitable remedies; and except as expressly noted, a true and complete copy of each has been delivered to CRL Network or CRL Network's counsel. Neither INTEGRAL NETWORKING nor, to the knowledge of INTEGRAL NETWORKING, any other party is in breach of or default under any material term of any such agreement, obligation or commitment. (Integral to provide information)

Agreements and Commitments. Except as set forth in Item 2.11 delivered on Schedule 2.12 and except for any agreement that is permitted by INTEGRAL NETWORKING to CRL Network herewithSection 4.1(c) and entered into after the date of this Agreement, INTEGRAL NETWORKING neither Company nor any of its Subsidiaries is not a party or subject to any oral or written executory agreement, contract, obligation or commitment that is material to INTEGRAL NETWORKINGCompany or its Subsidiaries, its financial conditioncondition or business, business or prospects or which is described below and is not terminable within 60 days without cost or penalty to INTEGRAL NETWORKING. including but not limited to the following: (a) Any any contract, commitment, letter agreement, quotation or purchase order providing for payments by or to INTEGRAL NETWORKING Company or its Subsidiaries with a Significant Customer (as defined in an aggregate amount of Section 2.24) or a Significant Supplier (i) $25,000 or more as defined in the ordinary course of business or (ii) $1,000 or more not in the ordinary course of businessSection 2.25); (b) Any any license agreement under which INTEGRAL NETWORKING Company or its Subsidiaries is licensor (except for any nonexclusive software license granted by INTEGRAL NETWORKING to end-user customers where the form of the license, excluding standard immaterial deviations, has been provided to CRL Network's counsel)licensor; or under which INTEGRAL NETWORKING Company or its Subsidiaries is licensee (except for standard "shrink wrapSHRINK WRAP" licenses for off-the-shelf software products); (c) Any any agreement by INTEGRAL NETWORKING Company or its Subsidiaries to encumber, transfer or sell rights in or with respect to any INTEGRAL NETWORKING Intellectual Property (as defined in Section 2.12 hereof2.13 below); (d) Any any agreement for the sale or lease of real or personal property involving more other than $10,000 per yearsales of inventory in the ordinary course of business consistent with past practice; (e) Any any dealer, distributor, sales representative, original equipment manufacturer, value added reseller remarketer, volume purchase agreement or other agreement for the distribution or sale of INTEGRAL NETWORKINGCompany's productsor its Subsidiaries' products (other than individual purchase orders in the ordinary course of business consistent with past practice); (f) Any any franchise agreement or financing statement.agreement; (g) Any any stock redemption or purchase agreement; (h) Any any joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons or the payment of royalties to any other person; (i) Any any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee or otherwise, except for trade indebtedness or any advance to any employee of INTEGRAL NETWORKING incurred or made in the ordinary course of business, and except as disclosed in the INTEGRAL NETWORKING Financial Statements; orguarantees thereof; (j) Any any contract containing covenants purporting to limit INTEGRAL NETWORKINGCompany's freedom to compete in any line of business in any geographic area; (k) any agreement of indemnification other than standard warranties in connection with the sale of products and/or services in the ordinary course of business consistent with past practice; (l) any agreement, contract or commitment relating to capital expenditures and which involves future payments in excess of $250,000; (m) any agreement, contract or commitment relating to the disposition or acquisition of any assets (other than Inventory, as defined in Section 2.26) by Company or its Subsidiaries or any Intellectual Property, which involves payments individually in excess of $250,000 or in the aggregate in excess of $500,000 in the ordinary course of business consistent with past practice; or (n) any purchase order or contract for the purchase of raw materials which involves payments individually in excess of $250,000 or in the aggregate in excess of $500,000 in the ordinary course of business consistent with past practice. All agreements, contracts, obligations and commitments listed in Item 2.11, Item Schedules 2.12, Item 2.15.3 or Item 2.15.6 as required by Section 2.11, Section 2.12, Section 2.15.3 or Section 2.15.6, as the case may be2.13 and 2.16. (collectively "MATERIAL AGREEMENTS"), are valid and in full force and effect. Neither the Company nor any of its Subsidiaries is in breach of or default under any material term of any Material Agreement, except as nor will Company or any of its Subsidiaries be in breach of or default under any such term after giving effect to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (b) rules of law governing specific performance, injunctive relief and other equitable remedies; and except as expressly noted, a true and complete copy of each has been delivered to CRL Network or CRL Network's counselMerger. Neither INTEGRAL NETWORKING nor, to To the knowledge of INTEGRAL NETWORKINGthe Company, any as of the date of this Agreement, no other party is in breach of or default under any material term of any Material Agreement, nor will any other party be in breach of or default under any such agreementterm after giving effect to the Merger. To the knowledge of Company, obligation no party to any such Material Agreement intends to cancel, withdraw, modify or commitmentamend such Material Agreement. (Integral A true and complete copy of each Material Agreement has been delivered to provide information)Parent or Parent's counsel.

Agreements and Commitments. Except as set forth disclosed in Item 2.11 delivered by INTEGRAL NETWORKING to CRL Network herewithSection 2(t) of the Disclosure Schedule, INTEGRAL NETWORKING is Neoforma or LifeLine are not on the date of this Agreement a party or subject to any oral or written executory agreement, contract, obligation or commitment that is material to INTEGRAL NETWORKINGLifeLine, its financial condition, business or prospects or which is described below and is not terminable within 60 days without cost or penalty to INTEGRAL NETWORKING. prospects, including but not limited to the following: (a) Any contract, commitment, letter agreement, quotation or purchase order providing for payments by or to INTEGRAL NETWORKING LifeLine in an aggregate amount of (i) $25,000 50,000 or more in the ordinary course of business Ordinary Course or (ii) $1,000 15,000 or more not in the ordinary course of businessOrdinary Course; (b) Any material license agreement under which INTEGRAL NETWORKING Neoforma or LifeLine is licensor (except for any nonexclusive software license granted by INTEGRAL NETWORKING to end-user customers where the form of the licenselicensor, excluding standard immaterial deviations, has been provided to CRL Network's counsel); or under which INTEGRAL NETWORKING Neoforma or LifeLine is licensee (except for standard "shrink wrap" licenses for off-the-shelf software products); (c) Any material agreement by INTEGRAL NETWORKING Neoforma or LifeLine to encumber, transfer or sell rights in or with respect to any INTEGRAL NETWORKING material item of LifeLine Intellectual Property (as defined in Section 2.12 hereof)Property; (d) Any agreement for the sale or lease of real or personal property involving more than $10,000 15,000 per year; (e) Any dealer, distributor, sales representative, original equipment manufacturer, value added reseller remarketer or other agreement for the distribution of INTEGRAL NETWORKINGLifeLine's products; (f) Any franchise agreement or financing statement.agreement; (g) Any stock redemption or purchase agreement; (h) Any joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons or the payment of royalties to any other personperson other than MDSI; (i) Any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee or otherwise, except for trade indebtedness or any advance to any employee of INTEGRAL NETWORKING Neoforma or LifeLine incurred or made in the ordinary course of businessOrdinary Course, and except as disclosed in the INTEGRAL NETWORKING Financial Statements; or; (j) Any contract containing covenants purporting to limit INTEGRAL NETWORKINGLifeLine's freedom to compete in any line of business business, market or industry and/or in any geographic area; or (k) Any contract or commitment for the employment of any officer, employee or consultant of LifeLine or any other type of contract or understanding with any officer, employee or consultant of LifeLine that is not immediately terminable by LifeLine without cost or other liability. All agreementsExcept as noted in Section 2(t) of the Disclosure Schedule, contracts, obligations and commitments listed in Item 2.11, Item 2.12, Item 2.15.3 or Item 2.15.6 as required by Section 2.11, Section 2.12, Section 2.15.3 or Section 2.15.6, as the case may be, all items referred to above are valid and in full force and effect. To Neoforma and LifeLine's knowledge, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (b) rules of law governing specific performance, injunctive relief and other equitable remedies; and except as expressly noted, a true and complete copy of each has been delivered to CRL Network or CRL Network's counsel. Neither INTEGRAL NETWORKING nor, to the knowledge of INTEGRAL NETWORKING, any no other party is in breach of or default under any material term of any such agreement, obligation or commitmentcommitment nor has such other party threatened such a breach or default. (Integral Neoforma or LifeLine are not a party to provide information)any contract or arrangement that they reasonably expect will have a material adverse effect on or cause a material adverse change to the properties, assets, material intellectual property rights, financial condition, operating results, business or prospects of LifeLine. LifeLine has no liability for renegotiation of government contracts or subcontracts which are material to LifeLine, its financial condition, business or prospects.

Agreements and Commitments. Except as set forth in Item 2.11 delivered by INTEGRAL NETWORKING to CRL Network herewith, INTEGRAL NETWORKING TransLink is not a party or subject to any -------------------------- oral or written executory agreement, contract, obligation or commitment that is material to INTEGRAL NETWORKING, its financial condition, business or prospects or of a type which is described below and is not terminable within 60 days without cost or penalty to INTEGRAL NETWORKING. including but not limited to the followingbelow, except as disclosed on Schedule 3.10: (a) Any any contract, commitment, letter agreementcontract, quotation quotation, purchase order, bid or purchase order proposal providing for payments by or to INTEGRAL NETWORKING TransLink in an aggregate amount in excess of $10,000 per year; (ib) $25,000 any license agreement as licensor or more licensee (other than forms of standard non-exclusive software licenses granted to end-user customers in the ordinary course of business or (ii) $1,000 or more not in the ordinary course of business; (b) Any license agreement under which INTEGRAL NETWORKING is licensor (except for any nonexclusive software license granted by INTEGRAL NETWORKING to end-user customers where the form of the license, excluding standard immaterial deviations, has been provided to CRL Network's counsel); or under which INTEGRAL NETWORKING is licensee (except for standard "shrink wrap" licenses for off-the-shelf software productsand consistent with past practice); (c) Any any agreement by INTEGRAL NETWORKING TransLink to encumber, transfer transfer, grant rights to use or sell rights in or with respect to any INTEGRAL NETWORKING Intellectual Property (as defined in Section 2.12 3.11 hereof) (except for non-exclusive software licenses granted to end-user customers in the ordinary course of business, consistent with past practice, the form of which has been provided to Active or its counsel); (d) Any any agreement for the sale or lease of real or personal property involving more than $10,000 per year; (e) Any any dealer, distributor, sales representative, original equipment manufacturer, value added reseller remarketer or other agreement for the reasonably anticipated distribution of INTEGRAL NETWORKINGmore than $10,000 of TransLink's productsproducts during the term of such agreement; (f) Any franchise agreement or financing statement. (g) Any stock redemption or purchase agreement; (h) Any any joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons persons; (g) any contract for goods or services involving more than $10,000 per year; (h) any agreement or other document relating to noncompetition covenants by TransLink, the payment of royalties to any other personTransLink Shareholders, or TransLink's employees or contractors; (i) Any any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee or otherwise, except for trade indebtedness or any advance and advances to any employee of INTEGRAL NETWORKING employees and contractors incurred or made in the ordinary course of business, consistent with past practice; (j) any collective bargaining agreement; (k) any agreements that contain any unpaid severance liabilities or obligations; (l) any bonus, deferred compensation, incentive compensation, pension, profit-sharing or retirement plans, or any other employee benefit plans or arrangements; (m) any employment or consulting agreement, contract or commitment with an employee, contractor or individual consultant or salesperson or consulting or sales or distribution agreement, contract or commitment with a firm or other organization not terminable by TransLink on thirty (30) days' notice without liability; (n) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (o) any fidelity or surety bond or completion bond; (p) any agreement of indemnification or guaranty, including, without limitation, agreements with officers, directors, consultants, advisors and except as disclosed suppliers; (q) any agreement, contract or commitment relating to the disposition or acquisition of assets not in the INTEGRAL NETWORKING Financial Statementsordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprise; (r) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; or (js) Any contract containing covenants purporting to limit INTEGRAL NETWORKING's freedom to compete in any line of business in any geographic area. All agreements, contracts, obligations and commitments listed in Item 2.11, Item 2.12, Item 2.15.3 or Item 2.15.6 as required by Section 2.11, Section 2.12, Section 2.15.3 or Section 2.15.6, as the case may be, are valid and in full force and effect, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (b) rules of law governing specific performance, injunctive relief and other equitable remedies; and except as expressly noted, a true and complete copy of each has been delivered to CRL Network or CRL Network's counsel. Neither INTEGRAL NETWORKING nor, to the knowledge of INTEGRAL NETWORKING, any other party is in breach of or default under any material term of any such agreement, obligation contract or commitment. (Integral to provide information)commitment that involves amounts in excess of $10,000 or is not cancelable without penalty within 30 days.