Common use of Agreements and Obligations; Performance Clause in Contracts

Agreements and Obligations; Performance. Except as listed and briefly described in Schedule 3.15 hereto (the "Ocean Listed Agreements"), neither Ocean nor any of the Ocean Subsidiaries are a party to, or bound by any: (a) written or oral agreement or other contractual commitment, understanding or obligation that involves aggregate payments or receipts in excess of $25,000 (such agreements are listed in Schedule 3.15); (b) contract, arrangement, commitment or understanding which involves aggregate payments or receipts in excess of $25,000 that cannot be cancelled on 30 days or less notice without penalty or premium or any continuing obligation or liability (such agreements are listed in Schedule 3.15); (c) contractual obligation or contractual liability of any kind to any of its shareholders; (d) contract, arrangement, commitment or understanding with its customers or any officer, employee, shareholder, director, representative or agent thereof for the repurchase of products, sharing of fees, the rebating of charges to such customers, bribes, kickbacks from such customers or other similar arrangements; (e) contract for the purchase or sale of any materials, products or supplies that contain, or that commits or will commit it for, a fixed term (such agreements are listed in Schedule 3.15); (f) contract of employment with any officer or employee not terminable at will without penalty or premium or any continuing obligation or liability; (g) deferred compensation, bonus or incentive plan or agreement not cancelable at will without penalty or premium or any continuing obligation or liability; (h) management or consulting agreement not terminable at will without penalty or premium or any continuing obligation or liability; (i) lease for real or personal property (including borrowings thereon), license or royalty agreement; (j) agreement, commitment or understanding relating to indebtedness for borrowed money; (k) union or other collective bargaining agreement; (l) contract that, by its terms, requires the consent of any party thereto to the consummation of the transactions contemplated hereby; (m) contract containing covenants limiting the freedom of Ocean or any of the Ocean Subsidiaries to engage or compete in any line or business or with any person in any geographical area; (n) contract or option relating to the acquisition or sale of any business; (o) voting trust agreement or similar shareholders' agreement; (p) option for the purchase of any asset, tangible or intangible; or (q) other contract, agreement, commitment or understanding that materially affects any of their properties, assets or business, whether directly or indirectly, or that was entered into other than in the ordinary course of business. A true and correct copy of each of the written Ocean Listed Agreements have been delivered to Solovision. Each of Ocean and the Ocean Subsidiaries has in all material respects performed all obligations required to be performed by them to date under all of the Ocean Listed Agreements, are not in default in any material respect under any of the Ocean Listed Agreements and have received no notice of any default or alleged default thereunder which has not heretofore been cured or which notice has not heretofore been withdrawn. Ocean, after reasonable inquiry, does not know of any material default under any of the Ocean Listed Agreements, by any other party thereto or by any other person, firm or corporation bound thereunder except as set forth in the Ocean Financial Statements. Copies of all contracts of employment to which either Ocean or any of the Ocean Subsidiaries is a party are attached as part of Schedule 3.15.

Agreements and Obligations; Performance. Except as listed and briefly described in Schedule 3.15 hereto (the "Ocean Listed Agreements"), neither Ocean nor any of the Ocean Subsidiaries are MBPI is not a party to, or bound by any: (ai) written or oral agreement or other contractual commitment, understanding or obligation that involves aggregate payments or receipts in excess of $25,000 (such agreements are listed in Schedule 3.15); (b) contractContract, arrangement, commitment or understanding which involves aggregate payments or receipts in excess of $25,000 that cannot be cancelled on 30 days or less notice without penalty or premium or any continuing obligation or liability (such agreements are listed in Schedule 3.15)5,000; (cii) contractual obligation or contractual liability of any kind to any of its shareholdersMBPI stockholder; (diii) contractContract, arrangement, commitment or understanding with its customers or any officer, employee, shareholderstockholder, director, representative or agent thereof for the repurchase of products, sharing of fees, the rebating of charges to such customers, bribes, kickbacks from such customers or other similar arrangements; (eiv) contract for the purchase or sale of any materials, products or supplies that which contain, or that which commits or will commit it for, for a fixed term (such agreements are listed in Schedule 3.15)term; (fv) contract of employment with any officer or employee not terminable at will without penalty or premium or any continuing obligation or of liability; (gvi) deferred compensation, bonus or incentive plan or agreement not cancelable at will without penalty or premium or any continuing obligation or liability; : (hvii) management or consulting agreement not terminable at will without penalty or premium or any continuing obligation or liability; (iviii) lease for real or personal property (including borrowings thereon), license or royalty agreement; (j) agreement, commitment or understanding relating to indebtedness for borrowed money; (kix) union or other collective bargaining agreement; (lx) agreement, commitment or understanding relating to the indebtedness for borrowed money; (xi) contract thatinvolving aggregate payments or receipts of $5,000 or more which, by its terms, requires the consent of any party thereto to the consummation of the transactions contemplated herebyby this Agreement and the other Transaction Documents; (mxii) contract containing covenants limiting the freedom of Ocean or any of the Ocean Subsidiaries MBPI to engage or compete in any line or of business or with any person in any geographical geographic area; (nxiii) contract or option opinion relating to the acquisition or sale of any business; (oxiv) voting trust agreement or similar shareholders' stockholders’ agreement; (p) option for the purchase of any asset, tangible or intangible; or (qxiv) other contract, agreement, commitment or understanding that which materially affects any of their its properties, assets or business, whether directly or indirectly, or that which was entered into other than in the ordinary course of business. A true and correct copy of each of the written Ocean Listed Agreements have been delivered to Solovision. Each of Ocean and the Ocean Subsidiaries has in all material respects performed all obligations required to be performed by them to date under all of the Ocean Listed Agreements, are not in default in any material respect under any of the Ocean Listed Agreements and have received no notice of any default or alleged default thereunder which has not heretofore been cured or which notice has not heretofore been withdrawn. Ocean, after reasonable inquiry, does not know of any material default under any of the Ocean Listed Agreements, by any other party thereto or by any other person, firm or corporation bound thereunder except as set forth in the Ocean Financial Statements. Copies of all contracts of employment to which either Ocean or any of the Ocean Subsidiaries is a party are attached as part of Schedule 3.15.

Agreements and Obligations; Performance. Except as listed and briefly described in Schedule 3.15 2.15 hereto (the "Ocean Solovision Listed Agreements"), neither Ocean nor any of the Ocean Subsidiaries are Solovision is not a party to, or bound by by, any: (a) written or oral agreement or other contractual commitment, understanding or obligation that involves aggregate payments or receipts in excess of $25,000 5,000 (such agreements are listed in Schedule 3.152.15); (b) contract, arrangement, commitment or understanding which that involves aggregate payments or receipts in excess of $25,000 5,000 that cannot be cancelled on 30 days days' or less notice without penalty or premium or any continuing obligation or liability (such agreements are listed in Schedule 3.152.15); (c) contractual obligation or contractual liability of any kind to any shareholders of its shareholdersSolovision; (d) contract, arrangement, commitment or understanding with its their customers or any officer, employee, shareholder, director, representative or agent thereof for the repurchase of products, sharing of fees, the rebating of charges to such customers, bribes, kickbacks from such customers or other similar arrangements; (e) contract for the purchase or sale of any materials, products or supplies that containcontains, or that commits or will commit it them for, a fixed term (such agreements are listed in Schedule 3.152.15); (f) contract of employment with any officer or employee not terminable at will without penalty or premium or any continuing obligation or liability; (g) deferred compensation, bonus or incentive plan or agreement not cancelable at will without penalty or premium or any continuing obligation or liability; (h) management or consulting agreement not terminable at will without penalty or premium or any continuing obligation or liability; (i) lease for real or personal property (including borrowings thereon), license or royalty agreement; (j) agreement, commitment or understanding relating to indebtedness for borrowed money; (k) union or other collective bargaining agreement; (l) contract that, by its terms, requires the consent of any party thereto to the consummation of the transactions contemplated hereby; (m) contract containing covenants limiting the freedom of Ocean or any of the Ocean Subsidiaries Solovision to engage or compete in any line or business or with any person in any geographical area; (n) contract or option relating to the acquisition or sale of any business; (o) voting trust agreement or similar shareholders' agreement; (p) option for the purchase of any asset, tangible or intangible; or (q) other contract, agreement, commitment or understanding that materially affects any of their its properties, assets or business, whether directly or indirectly, or that was entered into other than in the ordinary course of business. A true and correct copy of each of the written Ocean Solovision Listed Agreements have has been delivered to SolovisionOcean. Each of Ocean and the Ocean Subsidiaries Solovision has in all material respects performed all obligations required to be performed by them it to date under all of the Ocean Solovision Listed Agreements, are is not in default in any material respect under any of the Ocean Solovision Listed Agreements Agreements, and have has received no notice of any default or alleged default thereunder which has not heretofore been cured or which notice has not heretofore been withdrawn. OceanNeither Solovision, after reasonable inquiry, does not know Ovadia nor any of the Shareholders is aware of any material default under defaulx xxxxr any of the Ocean Solovision Listed Agreements, Agreements by any other party thereto or by any other person, firm or corporation bound thereunder except as set forth in the Ocean Solovision Financial Statements. Copies of all contracts lists of employment Solovision's or Sorrento's customers or suppliers have been delivered to which either Ocean or any of the Ocean Subsidiaries is a party are attached as part of Schedule 3.15Ocean.

Agreements and Obligations; Performance. Except as listed and briefly described in Schedule 3.15 hereto Exhibit 4.15 (the "Ocean Listed Agreements"), neither Ocean nor any of the Ocean Subsidiaries are ) UNICO is not a party to, or bound by any: (ai) written or oral agreement or other contractual commitment, understanding or obligation that involves aggregate payments or receipts in excess of $25,000 (such agreements are listed in Schedule 3.15); (b) contract, arrangement, commitment or understanding which involves aggregate payments or receipts in excess of $25,000 5,000 that cannot be cancelled canceled on 30 thirty (30) days or less notice without penalty or premium or any continuing obligation or liability (such agreements are listed in Schedule 3.15)penalty; (c) contractual obligation or contractual liability of any kind to any of its shareholders; (dii) contract, arrangement, commitment or understanding with its customers or any officer, employee, shareholder, director, representative or agent thereof for the repurchase of products, sharing of fees, the rebating of charges to such customers, bribes, kickbacks from such customers or other similar arrangements; (eiv) contract for the purchase or sale of any materials, products or supplies that contain, or that commits or will commit it for, for a fixed term (such agreements are listed in Schedule 3.15)term; (fv) contract of employment with any officer or employee not terminable at will without penalty or premium or any continuing obligation or of liability; (gvi) deferred compensation, bonus or incentive plan or agreement not cancelable at will without penalty or premium or any continuing obligation or liability; (hvii) management or consulting agreement not terminable at will without penalty or premium or any continuing obligation or liability; (iviii) lease for real or personal property (including borrowings thereon), license or royalty agreement; (jix) union or other collective bargaining agreement; (x) agreement, commitment or understanding relating to indebtedness for borrowed money; (k) union or other collective bargaining agreement; (lxi) contract thatwhich, by its terms, requires the consent of any party thereto to the consummation of the transactions contemplated hereby; (mxii) contract containing covenants limiting the freedom of Ocean or any of the Ocean Subsidiaries UNICO to engage or compete in any line or business or with any person in any geographical area; (nxiii) contract or option relating to the acquisition or sale of any business; (oxiv) voting trust agreement or similar shareholders' agreement; (p) option for the purchase of any asset, tangible or intangible; or (qxv) other contract, agreement, commitment or understanding that which materially affects any of their UNICO's properties, assets or business, whether directly or indirectly, or that which was entered into other than in the ordinary course of business. A true and correct copy of each of the written Ocean Listed Agreements have has been delivered to SolovisionSGI. Each of Ocean and the Ocean Subsidiaries UNICO has in all material respects performed all obligations required to be performed by them it to date under all of the Ocean Listed Agreements, are is not in default in any material respect under any of the Ocean Listed Agreements and have has received no notice of any default or alleged default thereunder which has not heretofore been cured or which notice has not heretofore been withdrawn. Ocean, after reasonable inquiry, does not know UNICO knows of any no material default under any of the Ocean Listed Agreements, Agreements by any other party thereto or by any other person, firm or corporation bound thereunder except as set forth in the Ocean Financial Statements. Copies of all contracts of employment to which either Ocean or any of the Ocean Subsidiaries is a party are attached as part of Schedule 3.15thereunder.

Agreements and Obligations; Performance. Except as set forth in this Agreement or listed and briefly described in Schedule 3.15 hereto (the "Ocean Listed Agreements"), neither Ocean nor any of the Ocean Subsidiaries are MSI is not a party to, or bound by any: (ai) written or oral agreement or other contractual commitment, understanding or obligation that which involves aggregate payments or receipts in excess of $25,000 (such agreements are listed in Schedule 3.15)50,000; (bii) contract, arrangement, commitment or understanding which involves aggregate payments or receipts in excess of $25,000 50,000 that cannot be cancelled on 30 thirty (30) days or less notice without penalty or premium or any continuing obligation or liability liability: (such agreements are listed in Schedule 3.15); (ciii) contractual obligation or contractual liability of any kind to any of its shareholdersthe Seller; (div) contract, arrangement, commitment or understanding with its customers or any officer, employee, shareholder, director, representative or agent thereof for the repurchase of products, sharing of fees, the rebating of charges to such customers, bribes, kickbacks from such customers or other similar arrangements; (ev) contract for the purchase or sale of any materials, products or supplies that which contain, or that which commits or will commit it for, for a fixed term term, (such agreements are listed in Schedule 3.15); (fvi) contract of employment with any officer or employee not terminable at will without penalty or premium or any continuing obligation or of liability; (gvii) deferred compensation, bonus or incentive plan or agreement not cancelable at will without penalty or premium or any continuing obligation or liability; (hviii) management or consulting agreement not terminable at will without penalty or premium or any continuing obligation or liability; (iix) lease for real or personal property (including borrowings thereon), license or royalty agreement; (j) agreement, commitment or understanding relating to indebtedness for borrowed money; (kx) union or other collective bargaining agreement; (lxi) agreement, commitment or understanding relating to the indebtedness for borrowed money; (xii) contract thatwhich, by its terms, requires the consent of any party thereto to the consummation of the transactions contemplated hereby; (mxiii) contract containing covenants limiting the freedom of Ocean or any of the Ocean Subsidiaries MSI to engage or compete in any line or business or with any person in any geographical area; (nxiv) contract or option relating to the acquisition or sale of any business; (oxv) voting trust agreement or similar shareholders' agreement; (p) option for the purchase of any asset, tangible or intangible; or (q) other contract, agreement, commitment or understanding that materially affects any of their properties, assets or business, whether directly or indirectly, or that was entered into other than in the ordinary course of business. A true and correct copy of each of the written Ocean Listed Agreements have listed Agreements, has been made available or delivered to SolovisionTPN. Each of Ocean and the Ocean Subsidiaries MSI has in all material respects performed all obligations required to be performed by them it to date under all of the Ocean Listed Agreements, are is not in default in any material respect under any of the Ocean Listed Agreements which would reasonably be expected to result in a Material Adverse Effect on MSI and have has received no notice of any default or alleged default thereunder which has not heretofore been cured or which notice has not heretofore been withdrawn. Ocean, after reasonable inquiry, does not know The Seller knows of any no material default under any of the Ocean Listed Agreements, Agreements by any other party thereto or by any other person, firm or corporation bound thereunder except as set forth in the Ocean Financial Statements. Copies of all contracts of employment to which either Ocean or any of the Ocean Subsidiaries is a party are attached as part of Schedule 3.15thereunder.

Agreements and Obligations; Performance. Except To the best knowledge of the EDL Shareholders, except as listed and briefly described in the Disclosure Schedule 3.15 or elsewhere in this Agreement or the Exhibits hereto (the "Ocean Listed Agreements"), neither Ocean nor any of the Ocean Subsidiaries are EDL is not a party to, or is bound by any: (ai) written or oral agreement or other contractual commitment, understanding or obligation that which involves aggregate payments or receipts in excess of One Hundred Thousand Dollars ($25,000 (such agreements are listed in Schedule 3.15100,000); (bii) contract, arrangement, commitment or understanding which involves aggregate payments or receipts in excess of One Hundred Thousand Dollars ($25,000 100,000) that cannot be cancelled canceled on 30 thirty (30) days or less notice without penalty or premium or any continuing obligation or liability (such agreements are listed in Schedule 3.15)liability; (ciii) contractual obligation or contractual liability of any kind to any of its shareholdersShareholder other than the Employment Agreements required by Section 6.10; (div) contract, arrangement, commitment or understanding with its customers or any shareholder or any officer, employee, shareholder, director, representative or agent thereof for the repurchase of products, sharing of fees, the rebating of charges to such customers, bribes, kickbacks from such customers or other similar arrangementsarrangements that are not disclosed in accordance with GAAP; (ev) contract for the purchase or sale of any materials, products or supplies that contain, or that which commits or will commit it for, for a fixed term (such agreements are listed in Schedule 3.15)term; (fvi) contract of employment with any officer or employee not terminable at will without penalty or premium or any continuing obligation or liability; (gvii) deferred compensation, compensation bonus or incentive plan or agreement not cancelable at will without penalty or premium or any continuing obligation or liability; (hviii) management union or consulting agreement not terminable at will without penalty or premium or any continuing obligation or liability; (i) lease for real or personal property (including borrowings thereon), license or royalty other collective bargaining agreement; (jix) agreement, commitment or understanding relating to indebtedness for borrowed money; (k) union or other collective bargaining agreement; (lx) contract thatwhich, by its terms, requires the consent of any party thereto to the consummation of the transactions contemplated hereby; (mxi) contract containing covenants limiting the freedom of Ocean or any of the Ocean Subsidiaries Companies to engage or compete in any line or of business or with any person in any geographical area; (nxii) contract or option relating to the acquisition or sale of any business; (oxiii) voting trust agreement or similar shareholders' agreement; (pxiv) option for the purchase of any asset, tangible or intangible; or (qxv) other contract, agreement, commitment or understanding that which materially affects any of their its properties, assets or business, whether directly or indirectly, or that which was entered into other than in the ordinary course of business. Except as set forth in said Disclosure Schedule, and with the exception of contracts, agreements or commitments that are immaterial or do not subject the Companies to ongoing legal obligation beyond the Closing Date, during the last twelve (12) months EDL has not entered into any of the types of contracts, arrangements, commitments or understandings with any of its suppliers or customers referred to in item (iv) of this Section 2.15. A true and correct copy of each of the written Ocean Listed Agreements have has been delivered to Solovisionthe Purchaser. Each To the best knowledge of Ocean and the Ocean Subsidiaries EDL Shareholders, except as set forth on the Disclosure Schedule, (a) EDL has in all material respects performed all obligations required to be performed by them it to date under all of the Ocean Listed Agreements, are is not in default in any material respect under any of the Ocean Listed Agreements Agreements, and have has received no notice of any default or alleged default thereunder hereunder which has not heretofore been cured or which notice has not heretofore been withdrawn. Ocean, after reasonable inquiry, does not know ; and (b) neither EDL nor any EDL Shareholder knows of any material default under any of the Ocean Listed Agreements, Agreements by any other party thereto or by any other person, firm or corporation bound thereunder except as set forth in the Ocean Financial Statements. Copies of all contracts of employment to which either Ocean or any of the Ocean Subsidiaries is a party are attached as part of Schedule 3.15thereunder.

Agreements and Obligations; Performance. Except as listed and briefly described in Schedule 3.15 3.14 attached hereto (the "Ocean Listed Agreements"), neither Ocean nor any of the Ocean Subsidiaries are no DCAP Entity is a party to, or bound by by, and neither Shareholder, with respect to any DCAP Entity, is a party to, or bound by, any: (ai) written or oral agreement or other contractual commitment, understanding or obligation that involves aggregate payments or receipts in excess of $25,000 (such agreements are listed in Schedule 3.15); (b) contract, arrangement, commitment or understanding Contract which involves aggregate payments or receipts in excess of $25,000 5,000 that cannot be cancelled on 30 days or less notice terminated at will without penalty or premium or any continuing obligation or liability (such agreements are listed in Schedule 3.15)Liability; (cii) contractual obligation or contractual liability Contract of any kind to any of its shareholders; (d) contract, arrangement, commitment or understanding with its customers or any officer, employeedirector, shareholder, directormanager, representative member or agent thereof partner of the DCAP Entity; (iii) Contract which is violation of applicable law; (iv) Contract for the repurchase of productspurchase, sharing of fees, the rebating of charges to such customers, bribes, kickbacks from such customers sale or other similar arrangements; (e) contract for the purchase or sale lease of any materials, products products, supplies or supplies that containservices which contains, or that which commits or will commit it for, a fixed term (such agreements are listed in Schedule 3.15)term; (fv) contract Contract of employment with any officer or employee not terminable at will without penalty or premium or any continuing obligation or liabilityLiability; (gvi) deferred compensation, bonus or incentive plan or agreement Contract not cancelable at will without penalty or premium or any continuing obligation or liability; (hvii) management or consulting agreement Contract not terminable at will without penalty or premium or any continuing obligation or liabilityLiability; (iviii) except as set forth in Schedule 3.13, lease for real or personal property property; (including borrowings thereon), ix) license or royalty agreementContract; (jx) agreement, commitment or understanding Contract relating to indebtedness for borrowed money; (kxi) union or other collective bargaining agreementContract; (lxii) contract thatContract which, by its terms, requires the consent of any party thereto to the consummation of the transactions contemplated hereby; (mxiii) contract Contract containing covenants limiting the freedom of Ocean the DCAP Entity or any of the Ocean Subsidiaries officer, employee, partner, manager or member thereof to engage or compete in any line or of business or with any person Person in any geographical area; (nxiv) contract Contract or option relating to the acquisition or sale of any business; (oxv) voting trust agreement or similar shareholders' agreementContract; (pxvi) option for the purchase of any asset, tangible or intangible; or (qxvii) franchise, license or advertising Contract; (xviii) Contract with the United States government, any state, local or foreign government or any agency or department thereof; (xix) Contract that grants any person any right of first refusal or similar right; (xx) other contract, agreement, commitment or understanding that Contract which materially affects any of their properties, its assets or business, whether directly or indirectly, or that which was entered into other than in the ordinary and usual course of businessbusiness consistent with past practice. A true and correct copy of each of the written Ocean Listed Agreements have has been delivered delivered, or made available, to SolovisionEXTECH. Each of Ocean and the Ocean Subsidiaries DCAP Entity has in all material respects performed all obligations required to be performed by them it to date under all of the Ocean Listed Agreements, are is not in default in any material respect Default under any of the Ocean Listed Agreements and have has received no notice of any default dispute, Default or alleged default Default thereunder which has not heretofore been cured or which notice has not heretofore been withdrawn. Ocean, after reasonable inquiry, does not know Neither Shareholder knows of any material default Default under any of the Ocean Listed Agreements, Agreements by any other party thereto or by any other person, firm or corporation Person bound thereunder except as set forth in the Ocean Financial Statements. Copies of all contracts of employment to which either Ocean or any of the Ocean Subsidiaries is a party are attached as part of Schedule 3.15thereunder.

Agreements and Obligations; Performance. Except Other than as listed and briefly described in Schedule 3.15 hereto (the "Ocean Listed Agreements")this Agreement, neither Ocean nor any of the Ocean Subsidiaries are ABC is not a party to, or bound by any: (a) written or oral agreement or other contractual commitment, understanding or obligation that involves aggregate payments or receipts in excess of $25,000 (such agreements are listed in Schedule 3.15); (bi) contract, arrangementarrangements, commitment or understanding which involves aggregate payments or receipts in excess of $25,000 that cannot be cancelled on 30 days or less notice without penalty or premium or any continuing obligation or liability (such agreements are listed in Schedule 3.15)250; (cii) contractual obligation or contractual liability of any kind to any ABC stockholder, other than the outstanding Xxxxxxxx Loans, all of its shareholderswhich are being canceled, pursuant to the terms and conditions of the Xxxxxxxx Share Buyback; (diii) contract, arrangement, commitment or understanding with its customers or any officer, employee, shareholderstockholder, director, representative or agent thereof for the repurchase of products, sharing of fees, the rebating of charges to such customers, bribes, kickbacks from such customers or other similar arrangements; (eiv) contract for the purchase or sale of any materials, products or supplies that which contain, or that which commits or will commit it for, for a fixed term (such agreements are listed in Schedule 3.15)term; (fv) contract of employment with any officer or employee not terminable at will without penalty or premium or any continuing obligation or of liability; (gvi) deferred compensation, bonus or incentive plan or agreement not cancelable at will without penalty or premium or any continuing obligation or liability; : (hvii) management or consulting agreement not terminable at will without penalty or premium or any continuing obligation or liability; (iviii) lease for real or personal property (including borrowings thereon), license or royalty agreement; (j) agreement, commitment or understanding relating to indebtedness for borrowed money; (kix) union or other collective bargaining agreement; (lx) agreement, commitment or understanding relating to the indebtedness for borrowed money, other than the outstanding Xxxxxxxx Loans, all of which are being canceled, pursuant to the terms and conditions of the Xxxxxxxx Share Buyback; (xi) contract thatinvolving aggregate payments or receipts of $250 or more which, by its terms, requires the consent of any party thereto to the consummation of the transactions contemplated hereby; (mxii) contract containing covenants limiting the freedom of Ocean or any of the Ocean Subsidiaries ABC to engage or compete in any line or of business or with any person in any geographical geographic area; (nxiii) contract or option opinion relating to the acquisition or sale of any business; (oxiv) voting trust agreement or similar shareholdersstockholders' agreement; (p) option for the purchase of any asset, tangible or intangible; or (qxiv) other contract, agreement, commitment or understanding that which materially affects any of their its properties, assets or business, whether directly or indirectly, or that which was entered into other than in the ordinary course of business. A true and correct copy of each of the written Ocean Listed Agreements have been delivered to Solovision. Each of Ocean and the Ocean Subsidiaries has in all material respects performed all obligations required to be performed by them to date under all of the Ocean Listed Agreements, are not in default in any material respect under any of the Ocean Listed Agreements and have received no notice of any default or alleged default thereunder which has not heretofore been cured or which notice has not heretofore been withdrawn. Ocean, after reasonable inquiry, does not know of any material default under any of the Ocean Listed Agreements, by any other party thereto or by any other person, firm or corporation bound thereunder except as set forth in the Ocean Financial Statements. Copies of all contracts of employment to which either Ocean or any of the Ocean Subsidiaries is a party are attached as part of Schedule 3.15.

Agreements and Obligations; Performance. Except as listed and briefly described in Schedule Exhibit 3.15 hereto (the "Ocean Listed Agreements")) SI , neither Ocean nor any of the Ocean Subsidiaries are is not a party to, or bound by any: (ai) written or oral agreement or other contractual commitment, understanding or obligation that involves aggregate payments or receipts in excess of $25,000 (such agreements are listed in Schedule 3.15); (b) contract, arrangement, commitment or understanding which involves aggregate payments or receipts in excess of $25,000 5,000 that cannot be cancelled canceled on 30 thirty (30) days or less notice without penalty or premium or any continuing obligation or liability (such agreements are listed in Schedule 3.15)penalty; (c) contractual obligation or contractual liability of any kind to any of its shareholders; (dii) contract, arrangement, commitment or understanding with its customers or any officer, employee, shareholder, director, representative or agent thereof for the repurchase of products, sharing of fees, the rebating of charges to such customers, bribes, kickbacks from such customers or other similar arrangements; (eiii) contract for the purchase or sale of any materials, products or supplies that contain, or that commits or will commit it for, for a fixed term (such agreements are listed in Schedule 3.15)term; (fiv) contract of employment with any officer or employee not terminable at will without penalty or premium or any continuing obligation or of liability; (gv) deferred compensation, bonus or incentive plan or agreement not cancelable at will without penalty or premium or any continuing obligation or liability; (hvi) management or consulting agreement not terminable at will without penalty or premium or any continuing obligation or liability; (ivii) lease for real or personal property (including borrowings thereon), license or royalty agreement; (jviii) union or other collective bargaining agreement; (ix) agreement, commitment or understanding relating to indebtedness for borrowed money; (k) union or other collective bargaining agreement; (lx) contract thatwhich, by its terms, S1_EX-28<PAGE> requires the consent of any party thereto to the consummation of the transactions contemplated hereby; (mxi) contract containing covenants limiting the freedom of Ocean or any of the Ocean Subsidiaries SI to engage or compete in any line or business or with any person in any geographical area; (nxii) contract or option relating to the acquisition or sale of any business; (oxiii) voting trust agreement or similar shareholders' agreement; (p) option for the purchase of any asset, tangible or intangible; or (qxiv) other contract, agreement, commitment or understanding that which materially affects any of their SI's properties, assets or business, whether directly or indirectly, or that which was entered into other than in the ordinary course of business. A true and correct copy of each of the written Ocean Listed Agreements have has been delivered to SolovisionUNICO. Each of Ocean and the Ocean Subsidiaries SI has in all material respects performed all obligations required to be performed by them it to date under all of the Ocean Listed Agreements, are is not in default in any material respect under any of the Ocean Listed Agreements and have has received no notice of any default or alleged default thereunder which has not heretofore been cured or which notice has not heretofore been withdrawn. Ocean, after reasonable inquiry, does not SGI and SI know of any no material default under any of the Ocean Listed Agreements, Agreements by any other party thereto or by any other person, firm or corporation bound thereunder except as set forth in the Ocean Financial Statements. Copies of all contracts of employment to which either Ocean or any of the Ocean Subsidiaries is a party are attached as part of Schedule 3.15thereunder.

Agreements and Obligations; Performance. Except as listed and briefly described in Schedule Exhibit 3.15 hereto (the "Ocean Listed Agreements")) SI , neither Ocean nor any of the Ocean Subsidiaries are is not a party to, or bound by any: (ai) written or oral agreement or other contractual commitment, understanding or obligation that involves aggregate payments or receipts in excess of $25,000 (such agreements are listed in Schedule 3.15); (b) contract, arrangement, commitment or understanding which involves aggregate payments or receipts in excess of $25,000 5,000 that cannot be cancelled canceled on 30 thirty (30) days or less notice without penalty or premium or any continuing obligation or liability (such agreements are listed in Schedule 3.15)penalty; (c) contractual obligation or contractual liability of any kind to any of its shareholders; (dii) contract, arrangement, commitment or understanding with its customers or any officer, employee, shareholder, director, representative or agent thereof for the repurchase of products, sharing of fees, the rebating of charges to such customers, bribes, kickbacks from such customers or other similar arrangements; (eiii) contract for the purchase or sale of any materials, products or supplies that contain, or that commits or will commit it for, for a fixed term (such agreements are listed in Schedule 3.15)term; (fiv) contract of employment with any officer or employee not terminable at will without penalty or premium or any continuing obligation or of liability; (gv) deferred compensation, bonus or incentive plan or agreement not cancelable at will without penalty or premium or any continuing obligation or liability; (hvi) management or consulting agreement not terminable at will without penalty or premium or any continuing obligation or liability; (ivii) lease for real or personal property (including borrowings thereon), license or royalty agreement; (jviii) union or other collective bargaining agreement; (ix) agreement, commitment or understanding relating to indebtedness for borrowed money; (k) union or other collective bargaining agreement; (lx) contract thatwhich, by its terms, S1_EX-30<PAGE> requires the consent of any party thereto to the consummation of the transactions contemplated hereby; (mxi) contract containing covenants limiting the freedom of Ocean or any of the Ocean Subsidiaries SI to engage or compete in any line or business or with any person in any geographical area; (nxii) contract or option relating to the acquisition or sale of any business; (oxiii) voting trust agreement or similar shareholders' agreement; (p) option for the purchase of any asset, tangible or intangible; or (qxiv) other contract, agreement, commitment or understanding that which materially affects any of their SI's properties, assets or business, whether directly or indirectly, or that which was entered into other than in the ordinary course of business. A true and correct copy of each of the written Ocean Listed Agreements have has been delivered to SolovisionUNICO. Each of Ocean and the Ocean Subsidiaries SI has in all material respects performed all obligations required to be performed by them it to date under all of the Ocean Listed Agreements, are is not in default in any material respect under any of the Ocean Listed Agreements and have has received no notice of any default or alleged default thereunder which has not heretofore been cured or which notice has not heretofore been withdrawn. Ocean, after reasonable inquiry, does not SGI and SI know of any no material default under any of the Ocean Listed Agreements, Agreements by any other party thereto or by any other person, firm or corporation bound thereunder except as set forth in the Ocean Financial Statements. Copies of all contracts of employment to which either Ocean or any of the Ocean Subsidiaries is a party are attached as part of Schedule 3.15thereunder.

Agreements and Obligations; Performance. Except as listed and briefly described in Schedule 3.15 3.14 attached hereto and made a part hereof (the "Ocean Listed Agreements"), neither Ocean nor any of the Ocean Subsidiaries are a Seller is not party to, or bound by by, any: (ai) written or oral agreement or other contractual commitment, understanding or obligation that involves aggregate payments or receipts in excess of $25,000 (such agreements are listed in Schedule 3.15); (b) contract, arrangement, commitment or understanding Contracts which involves aggregate payments or receipts in excess of $25,000 1,000 that cannot be cancelled on 30 days or less notice terminated at will without penalty or premium or any continuing obligation or liability (such agreements are listed in Schedule 3.15)Liability; (cii) contractual obligation or contractual liability Contract of any kind to any of its shareholders; (d) contract, arrangement, commitment or understanding with its customers or any officer, employee, director or shareholder, directorof Seller; (iii) Contract which is in violation of applicable law, representative or agent thereof which violation will have a material Adverse Effect on the Purchaser, the Assets and/or the Business; (iv) Contract for the repurchase of productspurchase, sharing of fees, the rebating of charges to such customers, bribes, kickbacks from such customers sale or other similar arrangements; (e) contract for the purchase or sale lease of any materials, products products, supplies or supplies that containservices which contains, or that which commits or will commit it for, a fixed term (such agreements are listed in Schedule 3.15)term; (fv) contract Contract of employment with any officer or employee not terminable at will without penalty or premium or any continuing obligation or liability; (gvi) deferred compensation, bonus or incentive plan or agreement Contract not cancelable at will without penalty or premium or any continuing obligation or liabilityLiability; (hvii) management or consulting agreement Contract not terminable at will without penalty or premium or any continuing obligation or liabilityLiability; (iviii) except as set forth in Schedule 3.13, lease for real or personal property property; (including borrowings thereon), ix) license or royalty agreementContract; (jx) agreement, commitment or understanding Contract relating to indebtedness for borrowed money; (kxi) union or other collective bargaining agreementContract; (lxii) contract thatContract which, by its terms, requires the consent of any party thereto to the consummation of the transactions contemplated hereby; (mxiii) contract Contract containing covenants limiting the freedom of Ocean Seller or any of the Ocean Subsidiaries officer, employee or shareholder to engage or compete in any line or business or with any person in any geographical area; (nxiv) contract Contract or option relating to the acquisition or sale of any business; (oxv) voting trust agreement or similar shareholders' agreementagreement or Contract; (pxvi) option for the purchase of any asset, tangible or intangible; or (qxvii) distributor, franchise, license, technical assistance agency or advertising Contracts; (xviii) Contract with the United States state or local government or any agency or department thereof, (xix) Derivative Securities for the purchase of voting securities of the Seller, and/or (xx) other contract, agreement, commitment or understanding that Contract which materially affects any of their properties, assets or businessits Assets and/or Business, whether directly or indirectly, or that which was entered into other than in the ordinary and usual course of businessbusiness consistent with past practice. A true and correct copy of each of the written Ocean Listed Agreements have Agree ments has been delivered delivered, or made available, to SolovisionPurchaser. Each of Ocean and the Ocean Subsidiaries Except as set forth on Schedule 3.14, Seller has in all material respects performed all obligations required to be performed by them it to date under all of the Ocean Listed Agreements, are is not in default in any material respect Default under any of the Ocean Listed Agreements and have has received no notice of any default dispute, Default or alleged default Default thereunder which has not heretofore been cured or which notice has not heretofore been withdrawn. Ocean, after reasonable inquiry, does not know Neither Seller nor either Principal Shareholder knows of any material default Default under any of the Ocean Listed Agreements, Agreements by any other party thereto or by any other person, firm or corporation bound thereunder except as set forth in the Ocean Financial Statementsthereunder. Copies of all contracts of employment to which either Ocean or any Each of the Ocean Subsidiaries Listed Agreements is a party are attached as part of Schedule 3.15freely assignable to Purchaser.

Agreements and Obligations; Performance. Except as set forth in this Agreement or listed and briefly described in Schedule 3.15 hereto 4.16 (the "Ocean Listed Agreements"), neither Ocean nor any of the Ocean Subsidiaries are Savant is not a party to, or bound by any: (ai) written or oral agreement or other contractual commitment, understanding or obligation that which involves aggregate payments or receipts in excess of $25,000 (such agreements are listed in Schedule 3.15)250,000; (bii) contract, arrangement, commitment or understanding which involves aggregate payments or receipts in excess of $25,000 250,000 that cannot be cancelled on 30 thirty (30) days or less notice without penalty or premium or any continuing obligation or liability liability: (such agreements are listed in Schedule 3.15); (ciii) contractual obligation or contractual liability of any kind to any of its shareholdersDBWI; (div) contract, arrangement, commitment or understanding with its customers or any officer, employee, shareholder, director, representative or agent thereof for the repurchase of products, sharing of fees, the rebating of charges to such customers, bribes, kickbacks from such customers or other similar arrangements; (ev) contract for the purchase or sale of any materials, products or supplies that which contain, or that which commits or will commit it for, for a fixed term (such agreements are listed in Schedule 3.15)term; (fvi) contract of employment with any officer or employee not terminable at will without penalty or premium or any continuing obligation or of liability; (gvii) deferred compensation, bonus or incentive plan or agreement not cancelable at will without penalty or premium or any continuing obligation or liability; (hviii) management or consulting agreement not terminable at will without penalty or premium or any continuing obligation or liability; (iix) lease for real or personal property (including borrowings thereon), license or royalty agreement; (j) agreement, commitment or understanding relating to indebtedness for borrowed money; (kx) union or other collective bargaining agreement; (lxi) agreement, commitment or understanding relating to the indebtedness for borrowed money; (xii) contract thatwhich, by its terms, requires the consent of any party thereto to the consummation of the transactions contemplated hereby; (mxiii) contract containing covenants limiting the freedom of Ocean or any of the Ocean Subsidiaries Savant to engage or compete in any line or business or with any person in any geographical area; (nxiv) contract or option opinion relating to the acquisition or sale of any business; (oxv) voting trust agreement or similar shareholders' agreement; (p) option for the purchase of any asset, tangible or intangible; or (qxvi) other contract, agreement, commitment or understanding that which materially affects any of their its properties, assets or business, whether directly or indirectly, or that which was entered into other than in the ordinary course of business. Except as set forth in Schedule 4.16, Savant has not during the last 36 months entered into any of the types of contracts, arrangements, commitments or understandings with any of its suppliers or customers referred to in item (iv) of this Section 4.16. A true and correct copy of each of the written Ocean Listed Agreements have listed Agreements, has been made available or delivered to SolovisionESAN. Each of Ocean and the Ocean Subsidiaries Savant has in all material respects performed all obligations required to be performed by them it to date under all of the Ocean Listed Agreements, are is not in default in any material respect under any of the Ocean Listed Agreements which would reasonably be expected to result in a Material Adverse Effect on Savant and have has received no notice of any default or alleged default thereunder there under which has not heretofore been cured or which notice has not heretofore been withdrawn. OceanDBWI, after reasonable inquiry, does not know knows of any no material default under any of the Ocean Listed Agreements, Agreements by any other party thereto or by any other person, firm or corporation bound thereunder except as set forth in the Ocean Financial Statements. Copies of all contracts of employment to which either Ocean or any of the Ocean Subsidiaries is a party are attached as part of Schedule 3.15there under.

Agreements and Obligations; Performance. Except as listed and briefly described in Schedule 3.15 hereto (the "Ocean Listed Agreements"), neither Ocean nor any of the Ocean Subsidiaries are The Company is not a party to, or nor is bound by any: (ai) written or oral agreement or other contractual commitment, understanding or obligation that involves aggregate payments or receipts in excess of $25,000 (such agreements are listed in Schedule 3.15); (b) contract, arrangement, commitment or understanding which involves aggregate annual payments or receipts in excess of One Thousand Dollars ($25,000 1,000) that cannot be cancelled canceled on 30 thirty (30) days or less notice without penalty or premium or any continuing obligation or liability (such agreements are listed in Schedule 3.15)liability; (cii) contractual obligation or contractual liability of any kind to any of its shareholdersthe Stockholder; (diii) contract, arrangement, commitment or understanding with its customers customers, suppliers or the Stockholder or any officer, employee, shareholder, director, representative or agent thereof for the repurchase of products, (other than warranty liability), sharing of fees, the rebating of charges to such customers, bribes, kickbacks from such customers or other similar arrangements; (eiv) contract for the purchase or sale of any materials, products or supplies that which contain, or that which commits or will commit it for, for a fixed term (such agreements are listed in Schedule 3.15)term; (fv) contract of employment with any officer officer, employee, consultant or employee independent contractor not terminable at will without penalty or premium or any continuing obligation or liability; (gvi) deferred compensation, compensation bonus or incentive plan or agreement not cancelable at will without penalty or premium or any continuing obligation or liability; (hvii) management union or consulting agreement not terminable at will without penalty or premium or any continuing obligation or liability; (i) lease for real or personal property (including borrowings thereon), license or royalty other collective bargaining agreement; (jviii) agreement, commitment or understanding relating to indebtedness for borrowed moneymoney other than trade payables incurred in the ordinary course of business and reflected on the books and records of the Company; (k) union or other collective bargaining agreement; (lix) contract thatwhich, by its terms, requires the consent of any party thereto to the consummation of the transactions contemplated hereby; (mx) contract containing covenants limiting the freedom of Ocean or any of the Ocean Subsidiaries Company to engage or compete in any line or of business or with any person in any geographical area, except for manufacturer's representatives or distribution agreements; (nxi) contract or option relating to the acquisition or sale of any business; (oxii) voting trust agreement or similar shareholders' stockholder's agreement; (pxiii) option for the purchase of any asset, tangible or intangible; or (qxiv) other contract, agreement, commitment or understanding that which materially and adversely affects any of their its properties, assets or business, whether directly or indirectly, or that which was entered into other than in the ordinary course of business. A true and correct copy of each business (all of the written Ocean above, collectively, the "Listed Agreements have been delivered to SolovisionAgreements"). Each of Ocean and the Ocean Subsidiaries The Company has in all material respects performed all obligations required to be performed by them it to date under all of the Ocean Listed Agreements, are is not in default in any material respect under any of the Ocean Listed Agreements Agreements, and have has received no notice of any default or alleged default thereunder hereunder which has not heretofore been cured or which notice has not heretofore been withdrawn. Ocean, after reasonable inquiry, does not know Neither the Company nor the Stockholder knows of any material default under any of the Ocean Listed Agreements, Agreements by any other party thereto or by any other person, firm or corporation bound thereunder except as set forth in the Ocean Financial Statements. Copies of all contracts of employment to which either Ocean or any of the Ocean Subsidiaries is a party are attached as part of Schedule 3.15thereunder.

Agreements and Obligations; Performance. Except as listed and briefly described in Schedule 3.15 hereto Exhibit 3.14 sets forth a list of agreements to which Mercristo is a party. (the "Ocean Listed Agreements"). Other than the Listed Agreements, neither Ocean nor any of the Ocean Subsidiaries are a Mercristo is not party to, or bound by any: (ai) written or oral agreement or other contractual commitment, understanding or obligation that which involves aggregate payments or receipts in excess of $25,000 (such agreements are listed in Schedule 3.15)10,000; (bii) contract, arrangement, commitment or understanding which involves aggregate payments or receipts in excess of $25,000 10,000 that cannot be cancelled canceled on 30 thirty (30) days or less notice without penalty or premium or any continuing obligation or liability (such agreements are listed in Schedule 3.15)liability; (ciii) contractual obligation or contractual liability of any kind to any of its shareholdersthe Mercristo stockholders except in such instances that any Mercristo stockholders are also noteholders of Mercristo; (d) contract, arrangement, commitment or understanding with its customers or any officer, employee, shareholder, director, representative or agent thereof for the repurchase of products, sharing of fees, the rebating of charges to such customers, bribes, kickbacks from such customers or other similar arrangements; (e) contract for the purchase or sale of any materials, products or supplies that contain, or that commits or will commit it for, a fixed term (such agreements are listed in Schedule 3.15); (fiv) contract of employment with any officer or employee not terminable at will without penalty or premium or any continuing obligation or liability; (gv) deferred compensation, bonus or incentive plan or agreement not cancelable at will without penalty or premium or any continuing obligation or liability; (hvi) management or consulting agreement not terminable at will without penalty or premium or any continuing obligation or liability; (ivii) lease for real or personal property (including borrowings thereon), license or royalty agreement; (jviii) union or other collective bargaining agreement; (ix) agreement, commitment or understanding relating to indebtedness for borrowed money; (k) union or other collective bargaining agreement; (l) contract that, by its terms, requires the consent of any party thereto to the consummation of the transactions contemplated hereby; (mx) contract containing covenants limiting the freedom of Ocean or any of the Ocean Subsidiaries Mercristo to engage or compete in any line or business or with any person in any geographical area; (n) contract or option relating to the acquisition or sale of any business; (o) voting trust agreement or similar shareholders' agreement; (p) option for the purchase of any asset, tangible or intangible; or (qxi) other contract, agreement, commitment or understanding that which materially affects any of their its properties, assets or business, whether directly or indirectly, or that which was entered into other than in the ordinary course of business. A true and correct copy of each of the written Ocean Listed Agreements have requested by HFI has been delivered to SolovisionHFI. Each To the best of Ocean and the Ocean Subsidiaries its knowledge, Mercristo has in all material respects performed all obligations required to be performed by them it to date under all of the Ocean Listed Agreements, are is not in default in any material respect under any of the Ocean Listed Agreements and have has received no notice of any default or alleged default thereunder which has not heretofore been cured or which notice has not heretofore been withdrawn. Ocean, after reasonable inquiry, does not know Mercristo knows of any no material default under any of the Ocean Listed Agreements, Agreements by any other party thereto or by any other person, firm or corporation bound thereunder except as set forth in the Ocean Financial Statements. Copies of all contracts of employment to which either Ocean or any of the Ocean Subsidiaries is a party are attached as part of Schedule 3.15thereunder.

Agreements and Obligations; Performance. Except as listed and briefly described in Schedule Exhibit 3.15 hereto (the "Ocean Listed Agreements")) SI , neither Ocean nor any of the Ocean Subsidiaries are is not a party to, or bound by any: (ai) written or oral agreement or other contractual commitment, understanding or obligation that involves aggregate payments or receipts in excess of $25,000 (such agreements are listed in Schedule 3.15); (b) contract, arrangement, commitment or understanding which involves aggregate payments or receipts in excess of $25,000 5,000 that cannot be cancelled canceled on 30 thirty (30) days or less notice without penalty or premium or any continuing obligation or liability (such agreements are listed in Schedule 3.15)penalty; (c) contractual obligation or contractual liability of any kind to any of its shareholders; (dii) contract, arrangement, commitment or understanding with its customers or any officer, employee, shareholder, director, representative or agent thereof for the repurchase of products, sharing of fees, the rebating of charges to such customers, bribes, kickbacks from such customers or other similar arrangements; (eiii) contract for the purchase or sale of any materials, products or supplies that contain, or that commits or will commit it for, for a fixed term (such agreements are listed in Schedule 3.15)term; (fiv) contract of employment with any officer or employee not terminable at will without penalty or premium or any continuing obligation or of liability; (gv) deferred compensation, bonus or incentive plan or agreement not cancelable at will without penalty or premium or any continuing obligation or liability; (hvi) management or consulting agreement not terminable at will without penalty or premium or any continuing obligation or liability; (ivii) lease for real or personal property (including borrowings thereon), license or royalty agreement; (jviii) union or other collective bargaining agreement; (ix) agreement, commitment or understanding relating to indebtedness for borrowed money; (k) union or other collective bargaining agreement; (lx) contract thatwhich, by its terms, requires the consent of any party thereto to the consummation of the transactions contemplated hereby; (mxi) contract containing covenants limiting the freedom of Ocean or any of the Ocean Subsidiaries SI to engage or compete in any line or business or with any person in any geographical area; (nxii) contract or option relating to the acquisition or sale of any business; (oxiii) voting trust agreement or similar shareholders' agreement; (p) option for the purchase of any asset, tangible or intangible; or (qxiv) other contract, agreement, commitment or understanding that which materially affects any of their SI's properties, assets or business, whether directly or indirectly, or that which was entered into other than in the ordinary course of business. A true and correct copy of each of the written Ocean Listed Agreements have has been delivered to SolovisionUNICO. Each of Ocean and the Ocean Subsidiaries SI has in all material respects performed all obligations required to be performed by them it to date under all of the Ocean Listed Agreements, are is not in default in any material respect under any of the Ocean Listed Agreements and have has received no notice of any default or alleged default thereunder which has not heretofore been cured or which notice has not heretofore been withdrawn. Ocean, after reasonable inquiry, does not SGI and SI know of any no material default under any of the Ocean Listed Agreements, Agreements by any other party thereto or by any other person, firm or corporation bound thereunder except as set forth in the Ocean Financial Statements. Copies of all contracts of employment to which either Ocean or any of the Ocean Subsidiaries is a party are attached as part of Schedule 3.15thereunder.

Agreements and Obligations; Performance. Except as listed and briefly described in Schedule 3.15 hereto 2.15 sets forth a list of agreements to which the Company is a party. (the "Ocean Listed Agreements"). Other than the Listed Agreements, neither Ocean nor any of the Ocean Subsidiaries are a Company is not party to, or bound by any: (ai) written or oral agreement or other contractual commitment, understanding or obligation that involves which involved aggregate payments or receipts in excess of $25,000 (such agreements are listed except for open purchase and sales orders in Schedule 3.15the ordinary course of business); (bii) contract, arrangement, commitment or understanding which involves aggregate payments or receipts in excess of $25,000 that cannot be cancelled canceled on 30 thirty (30) days or less notice without penalty or premium or any continuing obligation or liability (such agreements are listed except for open purchase and sales orders in Schedule 3.15the ordinary course of business); (ciii) contractual obligation or contractual liability of any kind to any of its shareholdersto; (div) contract, arrangement, commitment or understanding with its customers or any officer, employee, shareholderstockholder, director, representative or agent thereof for the repurchase of products, sharing of fees, the rebating of charges to such customers, bribes, kickbacks from such customers or other similar arrangements; (ev) contract for the purchase or sale of any materials, products or supplies that which contain, or that which commits or will commit it for, for a fixed term (such agreements are listed in Schedule 3.15)term; (fvi) contract of employment with any officer or employee not terminable at will without penalty or premium or any continuing obligation or liability; (gvii) deferred compensation, bonus or incentive plan or agreement not cancelable at will without penalty or premium or any continuing obligation or liability; (hviii) management or consulting agreement not terminable at will without penalty or premium or any continuing obligation or liability; (iix) lease for real or personal property (including borrowings thereon), license or royalty agreement; (jx) union or other collective bargaining agreement; (xi) agreement, commitment or understanding relating to indebtedness for borrowed money; (k) union or other collective bargaining agreement; (lxii) contract thatwhich, by its terms, requires the consent of any party thereto to the consummation of the transactions contemplated hereby; (mxiii) contract containing covenants limiting the freedom of Ocean or any of the Ocean Subsidiaries Company to engage or compete in any line or business or with any person in any geographical area; (nxiv) contract or option relating to the acquisition or sale of any business; (oxv) voting trust agreement or similar shareholdersstockholders' agreement; (pxvi) option for the purchase of any asset, tangible or intangible; or (qxvii) other contract, agreement, commitment or understanding that which materially affects any of their its properties, assets or business, whether directly or indirectly, or that which was entered into other than in the ordinary course of business. A true and correct copy of each of the written Ocean Listed Agreements have has been delivered to SolovisionWorld. Each of Ocean and the Ocean Subsidiaries The Company has in all material respects performed all obligations required to be performed by them it to date under all of the Ocean Listed Agreements, are is not in default in any material respect under any of the Ocean Listed Agreements and have has received no notice of any default or alleged default thereunder which has not heretofore been cured or which notice has not heretofore been withdrawn. OceanNeither the Company, after reasonable inquiry, does not know knows of any material default under any of the Ocean Listed Agreements, Agreements by any other party thereto or by any other person, firm or corporation bound thereunder except as set forth in the Ocean Financial Statements. Copies of all contracts of employment to which either Ocean or any of the Ocean Subsidiaries is a party are attached as part of Schedule 3.15thereunder.

Agreements and Obligations; Performance. Except as listed and briefly described in Schedule 3.15 hereto Exhibit 4.15 (the "Ocean Listed Agreements"), neither Ocean nor any of the Ocean Subsidiaries are ) UNICO is not a party to, or bound by any: (ai) written S1_EX-38<PAGE> or oral agreement or other contractual commitment, understanding or obligation that involves aggregate payments or receipts in excess of $25,000 (such agreements are listed in Schedule 3.15); (b) contract, arrangement, commitment or understanding which involves aggregate payments or receipts in excess of $25,000 5,000 that cannot be cancelled canceled on 30 thirty (30) days or less notice without penalty or premium or any continuing obligation or liability (such agreements are listed in Schedule 3.15)penalty; (c) contractual obligation or contractual liability of any kind to any of its shareholders; (dii) contract, arrangement, commitment or understanding with its customers or any officer, employee, shareholder, director, representative or agent thereof for the repurchase of products, sharing of fees, the rebating of charges to such customers, bribes, kickbacks from such customers or other similar arrangements; (eiv) contract for the purchase or sale of any materials, products or supplies that contain, or that commits or will commit it for, for a fixed term (such agreements are listed in Schedule 3.15)term; (fv) contract of employment with any officer or employee not terminable at will without penalty or premium or any continuing obligation or of liability; (gvi) deferred compensation, bonus or incentive plan or agreement not cancelable at will without penalty or premium or any continuing obligation or liability; (hvii) management or consulting agreement not terminable at will without penalty or premium or any continuing obligation or liability; (iviii) lease for real or personal property (including borrowings thereon), license or royalty agreement; (jix) union or other collective bargaining agreement; (x) agreement, commitment or understanding relating to indebtedness for borrowed money; (k) union or other collective bargaining agreement; (lxi) contract thatwhich, by its terms, requires the consent of any party thereto to the consummation of the transactions contemplated hereby; (mxii) contract containing covenants limiting the freedom of Ocean or any of the Ocean Subsidiaries UNICO to engage or compete in any line or business or with any person in any geographical area; (nxiii) contract or option relating to the acquisition or sale of any business; (oxiv) voting trust agreement or similar shareholders' agreement; (p) option for the purchase of any asset, tangible or intangible; or (qxv) other contract, agreement, commitment or understanding that which materially affects any of their UNICO's properties, assets or business, whether directly or indirectly, or that which was entered into other than in the ordinary course of business. A true and correct copy of each of the written Ocean Listed Agreements have has been delivered to SolovisionSGI. Each of Ocean and the Ocean Subsidiaries UNICO has in all material respects performed all obligations required to be performed by them it to date under all of the Ocean Listed Agreements, are is not in default in any material respect under any of the Ocean Listed Agreements and have has received no notice of any default or alleged default thereunder which has not heretofore been cured or which notice has not heretofore been withdrawn. Ocean, after reasonable inquiry, does not know UNICO knows of any no material default under any of the Ocean Listed Agreements, Agreements by any other party thereto or by any other person, firm or corporation bound thereunder except as set forth in the Ocean Financial Statements. Copies of all contracts of employment to which either Ocean or any of the Ocean Subsidiaries is a party are attached as part of Schedule 3.15thereunder.

Agreements and Obligations; Performance. Except as set forth in this Agreement or listed and briefly described in Schedule 3.15 hereto 4.16 (the "Ocean Listed Agreements"), neither Ocean nor any of the Ocean Subsidiaries are Savant is not a party to, or bound by any: (ai) written or oral agreement or other contractual commitment, understanding or obligation that which involves aggregate payments or receipts in excess of $25,000 (such agreements are listed in Schedule 3.15)20,000; (bii) contract, arrangement, commitment or understanding which involves aggregate payments or receipts in excess of $25,000 20,000 that cannot be cancelled on 30 thirty (30) days or less notice without penalty or premium or any continuing obligation or liability liability: (such agreements are listed in Schedule 3.15); (ciii) contractual obligation or contractual liability of any kind to any of its shareholdersDBWI; (div) contract, arrangement, commitment or understanding with its customers or any officer, employee, shareholder, director, representative or agent thereof for the repurchase of products, sharing of fees, the rebating of charges to such customers, bribes, kickbacks from such customers or other similar arrangements; (ev) contract for the purchase or sale of any materials, products or supplies that which contain, or that which commits or will commit it for, for a fixed term (such agreements are listed in Schedule 3.15)term; (fvi) contract of employment with any officer or employee not terminable at will without penalty or premium or any continuing obligation or of liability; (gvii) deferred compensation, bonus or incentive plan or agreement not cancelable at will without penalty or premium or any continuing obligation or liability; (hviii) management or consulting agreement not terminable at will without penalty or premium or any continuing obligation or liability; (iix) lease for real or personal property (including borrowings thereon), license or royalty agreement; (j) agreement, commitment or understanding relating to indebtedness for borrowed money; (kx) union or other collective bargaining agreement; (lxi) agreement, commitment or understanding relating to the indebtedness for borrowed money; (xii) contract thatwhich, by its terms, requires the consent of any party thereto to the consummation of the transactions contemplated hereby; (mxiii) contract containing covenants limiting the freedom of Ocean or any of the Ocean Subsidiaries Savant to engage or compete in any line or business or with any person in any geographical area; (nxiv) contract or option opinion relating to the acquisition or sale of any business; (oxv) voting trust agreement or similar shareholders' agreement; (p) option for the purchase of any asset, tangible or intangible; or (qxvi) other contract, agreement, commitment or understanding that which materially affects any of their its properties, assets or business, whether directly or indirectly, or that which was entered into other than in the ordinary course of business. Except as set forth in Schedule 4.16, Savant has not during the last 36 months entered into any of the types of contracts, arrangements, commitments or understandings with any of its suppliers or customers referred to in item (iv) of this Section 4.16. A true and correct copy of each of the written Ocean Listed Agreements have listed Agreements, has been made available or delivered to SolovisionESAN. Each of Ocean and the Ocean Subsidiaries Savant has in all material respects performed all obligations required to be performed by them it to date under all of the Ocean Listed Agreements, are is not in default in any material respect under any of the Ocean Listed Agreements which would reasonably be expected to result in a Material Adverse Effect on Savant and have has received no notice of any default or alleged default thereunder which has not heretofore been cured or which notice has not heretofore been withdrawn. OceanDBWI, after reasonable inquiry, does not know knows of any no material default under any of the Ocean Listed Agreements, Agreements by any other party thereto or by any other person, firm or corporation bound thereunder except as set forth in the Ocean Financial Statements. Copies of all contracts of employment to which either Ocean or any of the Ocean Subsidiaries is a party are attached as part of Schedule 3.15thereunder.

Agreements and Obligations; Performance. Except as Other than pursuant to this Agreement and the agreements and other relationships listed and briefly described in Schedule 3.15 hereto (on Exhibit 3.23 attached hereto, the "Ocean Listed Agreements"), neither Ocean nor any of the Ocean Subsidiaries are Company is not a party to, or bound by any: (a) written or oral agreement or other contractual commitment, understanding or obligation that involves aggregate payments or receipts in excess of $25,000 (such agreements are listed in Schedule 3.15); (bi) contract, arrangementarrangements, commitment or understanding which involves aggregate payments or receipts in excess of $25,000 that cannot be cancelled on 30 days or less notice without penalty or premium or any continuing obligation or liability (such agreements are listed in Schedule 3.15)1,000; (cii) contractual obligation or contractual liability of any kind to any of its shareholdersCompany stockholder; (diii) contract, arrangement, commitment or understanding with its customers or any officer, employee, shareholderstockholder, director, representative or agent thereof for the repurchase of products, sharing of fees, the rebating of charges to such customers, bribes, kickbacks from such customers or other similar arrangements; (eiv) contract for the purchase or sale of any materials, products or supplies that which contain, or that which commits or will commit it for, for a fixed term (such agreements are listed in Schedule 3.15)term; (fv) contract of employment with any officer or employee not terminable at will without penalty or premium or any continuing obligation or of liability; (gvi) deferred compensation, bonus or incentive plan or agreement not cancelable at will without penalty or premium or any continuing obligation or liability; : (hvii) management or consulting agreement not terminable at will without penalty or premium or any continuing obligation or liability; (iviii) lease for real or personal property (including borrowings thereon), license or royalty agreement; (j) agreement, commitment or understanding relating to indebtedness for borrowed money; (kix) union or other collective bargaining agreement; (lx) agreement, commitment or understanding relating to the indebtedness for borrowed money; (xi) contract thatinvolving aggregate payments or receipts of $1,000 or more which, by its terms, requires the consent of any party thereto to the consummation of the transactions contemplated hereby; (mxii) contract containing covenants limiting the freedom of Ocean or any of the Ocean Subsidiaries Company to engage or compete in any line or of business or with any person in any geographical geographic area; (nxiii) contract or option opinion relating to the acquisition or sale of any business; (oxiv) voting trust agreement or similar shareholdersstockholders' agreement; and/or (p) option for the purchase of any asset, tangible or intangible; or (qxiv) other contract, agreement, commitment or understanding that which materially affects any of their its properties, assets or business, whether directly or indirectly, or that which was entered into other than in the ordinary course of business. A true and correct copy of each of the written Ocean Listed Agreements have been delivered to Solovision. Each of Ocean and the Ocean Subsidiaries has in all material respects performed all obligations required to be performed by them to date under all of the Ocean Listed Agreements, are not in default in any material respect under any of the Ocean Listed Agreements and have received no notice of any default or alleged default thereunder which has not heretofore been cured or which notice has not heretofore been withdrawn. Ocean, after reasonable inquiry, does not know of any material default under any of the Ocean Listed Agreements, by any other party thereto or by any other person, firm or corporation bound thereunder except as set forth in the Ocean Financial Statements. Copies of all contracts of employment to which either Ocean or any of the Ocean Subsidiaries is a party are attached as part of Schedule 3.15.

Agreements and Obligations; Performance. Except as listed and briefly described in Schedule 3.15 2.15 hereto (the "Ocean Solovision Listed Agreements"), neither Ocean nor any of the Ocean Subsidiaries are Solovision is not a party to, or bound by by, any: (a) written or oral agreement or other contractual commitment, understanding or obligation that involves aggregate payments or receipts in excess of $25,000 5,000 (such agreements are listed in Schedule 3.152.15); (b) contract, arrangement, commitment or understanding which that involves aggregate payments or receipts in excess of $25,000 5,000 that cannot be cancelled on 30 days days' or less notice without penalty or premium or any continuing obligation or liability (such agreements are listed in Schedule 3.152.15); (c) contractual obligation or contractual liability of any kind to any shareholders of its shareholdersSolovision; (d) contract, arrangement, commitment or understanding with its their customers or any officer, employee, shareholder, director, representative or agent thereof for the repurchase of products, sharing of fees, the rebating of charges to such customers, bribes, kickbacks from such customers or other similar arrangements; (e) contract for the purchase or sale of any materials, products or supplies that containcontains, or that commits or will commit it them for, a fixed term (such agreements are listed in Schedule 3.152.15); (f) contract of employment with any officer or employee not terminable at will without penalty or premium or any continuing obligation or liability; (g) deferred compensation, bonus or incentive plan or agreement not cancelable at will without penalty or premium or any continuing obligation or liability; (h) management or consulting agreement not terminable at will without penalty or premium or any continuing obligation or liability; (i) lease for real or personal property (including borrowings thereon), license or royalty agreement; (j) agreement, commitment or understanding relating to indebtedness for borrowed money; (k) union or other collective bargaining agreement; (l) contract that, by its terms, requires the consent of any party thereto to the consummation of the transactions contemplated hereby; (m) contract containing covenants limiting the freedom of Ocean or any of the Ocean Subsidiaries Solovision to engage or compete in any line or business or with any person in any geographical area; (n) contract or option relating to the acquisition or sale of any business; (o) voting trust agreement or similar shareholders' agreement; (p) option for the purchase of any asset, tangible or intangible; or (q) other contract, agreement, commitment or understanding that materially affects any of their its properties, assets or business, whether directly or indirectly, or that was entered into other than in the ordinary course of business. A true and correct copy of each of the written Ocean Solovision Listed Agreements have has been delivered to SolovisionOcean. Each of Ocean and the Ocean Subsidiaries Solovision has in all material respects performed all obligations required to be performed by them it to date under all of the Ocean Solovision Listed Agreements, are is not in default in any material respect under any of the Ocean Solovision Listed Agreements Agreements, and have has received no notice of any default or alleged default thereunder which has not heretofore been cured or which notice has not heretofore been withdrawn. OceanNeither Solovision, after reasonable inquiry, does not know Xxxxxx nor any of the Shareholders is aware of any material default under any of the Ocean Solovision Listed Agreements, Agreements by any other party thereto or by any other person, firm or corporation bound thereunder except as set forth in the Ocean Solovision Financial Statements. Copies of all contracts lists of employment Solovision's or Sorrento's customers or suppliers have been delivered to which either Ocean or any of the Ocean Subsidiaries is a party are attached as part of Schedule 3.15Ocean.

Agreements and Obligations; Performance. Except as listed and briefly described in Schedule 3.15 hereto Exhibit 2.13 sets forth a list of agreements to which HFI is a party. (the "Ocean Listed Agreements"). Other than the Listed Agreements, neither Ocean nor any of the Ocean Subsidiaries are a HFI is not party to, or bound by any: (ai) written or oral agreement or other contractual commitment, understanding or obligation that which involves aggregate payments or receipts in excess of $25,000 (such agreements are listed in Schedule 3.15)10,000; (bii) contract, arrangement, commitment or understanding which involves aggregate payments or receipts in excess of $25,000 10,000 that cannot be cancelled canceled on 30 thirty (30) days or less notice without penalty or premium or any continuing obligation or liability (such agreements are listed in Schedule 3.15)liability; (ciii) contractual obligation or contractual liability of any kind to any of its shareholdersthe HFI Stockholders except in such instances that any HFI stockholders are also noteholders of HFI; (d) contract, arrangement, commitment or understanding with its customers or any officer, employee, shareholder, director, representative or agent thereof for the repurchase of products, sharing of fees, the rebating of charges to such customers, bribes, kickbacks from such customers or other similar arrangements; (e) contract for the purchase or sale of any materials, products or supplies that contain, or that commits or will commit it for, a fixed term (such agreements are listed in Schedule 3.15); (fiv) contract of employment with any officer or employee not terminable at will without penalty or premium or any continuing obligation or liability; (gv) deferred compensation, bonus or incentive plan or agreement not cancelable at will without penalty or premium or any continuing obligation or liability; (hvi) management or consulting agreement not terminable at will without penalty or premium or any continuing obligation or liability; (ivii) lease for real or personal property (including borrowings thereon), license or royalty agreement; (jviii) union or other collective bargaining agreement; (ix) agreement, commitment or understanding relating to indebtedness for borrowed money; (k) union or other collective bargaining agreement; (l) contract that, by its terms, requires the consent of any party thereto to the consummation of the transactions contemplated hereby; (mx) contract containing covenants limiting the freedom of Ocean or any of the Ocean Subsidiaries HFI to engage or compete in any line or business or with any person in any geographical area; (n) contract or option relating to the acquisition or sale of any business; (o) voting trust agreement or similar shareholders' agreement; (p) option for the purchase of any asset, tangible or intangible; or (qxi) other contract, agreement, commitment or understanding that which materially affects any of their its properties, assets or business, whether directly or indirectly, or that which was entered into other than in the ordinary course of business. A true and correct copy of each of the written Ocean Listed Agreements have requested by Mercristo has been delivered to SolovisionMercristo. Each To the best of Ocean and the Ocean Subsidiaries its knowledge, HFI has in all material respects performed all obligations required to be performed by them it to date under all of the Ocean Listed Agreements, are is not in default in any material respect under any of the Ocean Listed Agreements and have has received no notice of any default or alleged default thereunder which has not heretofore been cured or which notice has not heretofore been withdrawn. Ocean, after reasonable inquiry, does not know HFI knows of any no material default under any of the Ocean Listed Agreements, Agreements by any other party thereto or by any other person, firm or corporation bound thereunder except as set forth in the Ocean Financial Statements. Copies of all contracts of employment to which either Ocean or any of the Ocean Subsidiaries is a party are attached as part of Schedule 3.15thereunder.

Agreements and Obligations; Performance. Except as listed and briefly described in Schedule 3.15 hereto (Other than pursuant to this Agreement, the "Ocean Listed Agreements"), neither Ocean nor any of the Ocean Subsidiaries are Company is not a party to, or bound by any: (a) written or oral agreement or other contractual commitment, understanding or obligation that involves aggregate payments or receipts in excess of $25,000 (such agreements are listed in Schedule 3.15); (bi) contract, arrangementarrangements, commitment or understanding which involves aggregate payments or receipts in excess of $25,000 that cannot be cancelled on 30 days or less notice without penalty or premium or any continuing obligation or liability 500, (such agreements are listed in Schedule 3.15); (cii) contractual obligation or contractual liability of any kind to any of its shareholdersCompany stockholder; (diii) contract, arrangement, commitment or understanding with its customers or any officer, employee, shareholderstockholder, director, representative or agent thereof for the repurchase of products, sharing of fees, the rebating of charges to such customers, bribes, kickbacks from such customers or other similar arrangements; (eiv) contract for the purchase or sale of any materials, products or supplies that which contain, or that which commits or will commit it for, for a fixed term (such agreements are listed in Schedule 3.15)term; (fv) contract of employment with any officer or employee not terminable at will without penalty or premium or any continuing obligation or of liability; (gvi) deferred compensation, bonus or incentive plan or agreement not cancelable at will without penalty or premium or any continuing obligation or liability; : (hvii) management or consulting agreement not terminable at will without penalty or premium or any continuing obligation or liability; (iviii) lease for real or personal property (including borrowings thereon), license or royalty agreement; (j) agreement, commitment or understanding relating to indebtedness for borrowed money; (kix) union or other collective bargaining agreement; (lx) agreement, commitment or understanding relating to the indebtedness for borrowed money; (xi) contract thatinvolving aggregate payments or receipts of $500 or more which, by its terms, requires the consent of any party thereto to the consummation of the transactions contemplated hereby; (mxii) contract containing covenants limiting the freedom of Ocean or any of the Ocean Subsidiaries Company to engage or compete in any line or of business or with any person in any geographical geographic area; (nxiii) contract or option opinion relating to the acquisition or sale of any business; (oxiv) voting trust agreement or similar shareholdersstockholders' agreement; and/or (p) option for the purchase of any asset, tangible or intangible; or (qxiv) other contract, agreement, commitment or understanding that which materially affects any of their its properties, assets or business, whether directly or indirectly, or that which was entered into other than in the ordinary course of business. A true and correct copy of each of the written Ocean Listed Agreements have been delivered to Solovision. Each of Ocean and the Ocean Subsidiaries has in all material respects performed all obligations required to be performed by them to date under all of the Ocean Listed Agreements, are not in default in any material respect under any of the Ocean Listed Agreements and have received no notice of any default or alleged default thereunder which has not heretofore been cured or which notice has not heretofore been withdrawn. Ocean, after reasonable inquiry, does not know of any material default under any of the Ocean Listed Agreements, by any other party thereto or by any other person, firm or corporation bound thereunder except as set forth in the Ocean Financial Statements. Copies of all contracts of employment to which either Ocean or any of the Ocean Subsidiaries is a party are attached as part of Schedule 3.15.