Common use of Agreements, Contracts and Commitments Clause in Contracts

Agreements, Contracts and Commitments. (a) Other than confidentiality and non-disclosure agreements, this Agreement and the Transaction Documents and the Debt Commitment Letter (and after the date hereof, any Additional Equity Financing Documents entered into accordance with the terms of Section 5.16(k)) (none of which shall consititute Material Parent Contracts for purposes of this Agreement), there are no Contracts, agreements, leases, mortgages, indentures, notes, bonds, Liens, licenses, Permits, franchises, purchase orders, sales orders or other understandings, commitments or obligations (including without limitation outstanding offers or proposals) of any kind, whether written or oral, to which Parent or any Subsidiary thereof is a party or by or to which any of the properties or assets of Parent or any Subsidiary thereof may be bound, subject or affected (“Material Parent Contracts”). All Material Parent Contracts are listed in Schedule 4.19(a) other than those that are exhibits to the SEC Reports filed at least one (1) Business Day prior to the date of this Agreement. (b) Each Material Parent Contract was entered into at arm’s length and in the ordinary course, is in full force and effect and, to Parent’s knowledge, is valid and binding upon and enforceable against each of the parties thereto, subject to the Enforcement Exceptions and the discretion of the court before which any proceeding therefor may be brought. To Parent’s knowledge, no other party to a Material Parent Contract is the subject of a bankruptcy or insolvency proceeding. True, correct and complete copies of all Material Parent Contracts (or written summaries in the case of oral Material Parent Contracts) have been heretofore delivered to the Company. (c) Neither Parent nor, to the knowledge of Parent, any other party thereto is in breach of or in default under, and no event has occurred which with notice or lapse of time or both would become a breach of or default under, any Material Parent Contract, and no party to any Material Parent Contract has given any written notice of any claim of any such breach, default or event, which, individually or in the aggregate, are reasonably likely to result in a Parent Material Adverse Effect.

Agreements, Contracts and Commitments. (a) Other than confidentiality and non-disclosure agreements, this Agreement and Except as set forth in the Transaction Documents and the Debt Commitment Letter (and after Parent SEC Reports filed prior to the date hereof, any Additional Equity Financing Documents entered into accordance with the terms of Section 5.16(k)) (none of which shall consititute Material Parent Contracts for purposes of this Agreement), there are no Contractscontracts, agreements, leases, mortgages, indentures, notes, bonds, Liensliens, licenseslicense, Permitspermit, franchisesfranchise, purchase orders, sales orders or other understandings, commitments or obligations (including without limitation outstanding offers or proposals) of any kind, whether written or oral, to which Parent or any Subsidiary thereof is a party or by or to which any of the properties or assets of Parent or any Subsidiary thereof may be bound, subject or affected affected, which either (a) creates or imposes a liability greater than $100,000, or (b) may not be cancelled by Parent on thirty (30) Business Days’ or less prior notice (“Material Parent Contracts”). All Material Parent Contracts are listed in set forth on Section 4.17 of the Parent Schedule 4.19(a) other than those that are exhibits to the Parent SEC Reports filed at least one (1) Business Day prior to the date of this AgreementReports. (b) Each Material Parent Contract was entered into at arm’s arms’ length and in the ordinary course, is in full force and effect and, to Parent’s knowledge, and is valid and binding upon and enforceable against each of the parties thereto, subject to the Enforcement Exceptions and the discretion of the court before which any proceeding therefor may be brought. To Parent’s knowledge, no other party to a Material Parent Contract is the subject of a bankruptcy or insolvency proceeding. True, correct and complete copies of all Material Parent Contracts (or written summaries in the case of oral Material Parent Contracts) and of all outstanding offers or proposals of Parent have been heretofore delivered to the Company. (c) Neither Parent nor, to the knowledge of Parent, any other party thereto is in breach of or in default under, and no event has occurred which with notice or lapse of time or both would become a breach of or default under, any Material Parent Contract, and no party to any Material Parent Contract has given any written notice of any claim of any such breach, default or event, which, individually or in the aggregate, are reasonably likely to result in have a Parent Material Adverse EffectEffect on Parent. Each agreement, contract or commitment to which Parent is a party or by which it is bound that has not expired by its terms is in full force and effect, except where such failure to be in full force and effect is not reasonably likely to have a Material Adverse Effect on Parent.

Agreements, Contracts and Commitments. (a) Other Except as set forth in the Parent SEC Reports filed prior to the Agreement Date or as set forth on Schedule 3.19(a), other than confidentiality and non-disclosure agreements, this Agreement and the Transaction Documents and the Debt Commitment Letter (and after the date hereof, any Additional Equity Financing Documents entered into accordance with the terms of Section 5.16(k)) (none of which shall consititute Material Parent Contracts for purposes of this Agreement), there are no Contractscontracts, agreements, leases, mortgages, indentures, notes, bonds, Liens, licenseslicense, Permitspermit, franchisesfranchise, purchase orders, sales orders or other understandings, commitments or obligations (including without limitation outstanding offers or proposals) of any kind, whether written or oral, to which Parent or any Subsidiary thereof Merger Sub is a party or by or to which any of the properties or assets of Parent or any Subsidiary thereof Merger Sub may be bound, subject or affected affected, which may not be cancelled without penalty or liability by Parent or Merger Sub on less than 30 days’ or less prior notice (“Material Parent Contracts”). All Material Parent Contracts as of the Agreement Date are listed in Schedule 4.19(a) 3.19 other than those that are exhibits to the Parent SEC Reports filed at least one (1) Business Day prior to the date of this AgreementReports. (b) Each Material Except as set forth in the Parent SEC Reports filed prior to the Agreement Date, each Parent Contract was entered into at arm’s length and in the ordinary course, is in full force and effect effect, and, to the knowledge of Parent’s knowledge, is valid and binding upon and enforceable against each of the parties thereto, subject to the Enforcement Exceptions and the discretion of the court before which any proceeding therefor except insofar as enforceability may be brought. To Parent’s knowledgelimited by applicable bankruptcy, no other party to a Material Parent Contract is insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally or by principles governing the subject availability of a bankruptcy or insolvency proceedingequitable remedies. True, correct correct, and complete copies of all Material Parent Contracts (or written summaries in the case of oral Material Parent Contracts) have been heretofore delivered made available to the CompanyCompany or Company counsel. (c) Neither Parent or Merger Sub nor, to the knowledge of Parent, any other party thereto is in breach of or in default under, and and, to the knowledge of Parent, no event has occurred which with notice or lapse of time or both would become a breach of or default under, any Material Parent Contract, and no party to any Material Parent Contract has given any written notice of any claim of any such breach, default or event, which, individually or in the aggregate, are reasonably likely to result in have a Parent Material Adverse EffectEffect on Parent or Merger Sub. Each Parent Contract that has not expired by its terms is in full force and effect, except where such failure to be in full force and effect is not reasonably likely to have a Material Adverse Effect on Parent or Merger Sub.

Agreements, Contracts and Commitments. (a) Other than confidentiality and non-disclosure agreements, this Agreement and Except as set forth in the Transaction Parent SEC Documents and the Debt Commitment Letter (and after filed prior to the date hereof, any Additional Equity Financing Documents entered into accordance with the terms of Section 5.16(k)) (none of which shall consititute Material Parent Contracts for purposes of this Agreement), and with respect to confidentiality and nondisclosure agreements, there are no Contracts, agreements, leases, mortgages, indentures, notes, bonds, Liens, licenses, Permits, franchises, purchase orders, sales orders or other understandings, commitments or obligations (including without limitation outstanding offers or proposals) of any kind, whether written or oral, to which Parent or any Subsidiary thereof either Merger Sub is a party or by or to which any of the properties or assets of Parent or any Subsidiary thereof either Merger Sub may be bound, subject or affected affected, which either (a) create or impose a liability greater than $100,000, or (b) may not be cancelled by Parent or either Merger Sub on 30 days’ or less prior notice (“Material Parent Contracts”). All Material Parent Contracts are listed in Section 6.16 of the Disclosure Schedule 4.19(a) other than those that are exhibits to the Parent SEC Reports Documents. (b) Except as set forth in the Parent SEC Documents filed at least one (1) Business Day prior to the date of this Agreement. (b) Each Material , each Parent Contract was entered into at arm’s arms’ length and in the ordinary course, is in full force and effect and, to Parent’s knowledge, is valid and binding upon and enforceable against each course of the parties thereto, subject to the Enforcement Exceptions and the discretion of the court before which any proceeding therefor may be brought. To Parent’s knowledge, no other party to a Material Parent Contract is the subject of a bankruptcy or insolvency proceedingbusiness. True, correct and complete copies of all Material Parent Contracts (or written summaries in the case of oral Material Parent Contracts) have been heretofore delivered to the Company.ED&F. (c) Neither Assuming due authorization, execution and delivery by the other parties thereto, each Contract listed in Section 6.16 of the Disclosure Schedule is valid and is binding on Parent or Merger Sub, as applicable, and, to Parent’s Knowledge, each other party thereto and is in full force and effect. Except as set forth in Section 6.16 of the Disclosure Schedule, neither Parent nor either Merger Sub nor, to the knowledge of Parent’s Knowledge, any other party thereto is in default or breach in any material respect under the terms of, nor has either Parent or either Merger Sub received any notice of any material default or in default breach under, and any such Contract, and, to Parent’s Knowledge, no event or circumstance has occurred which that, with notice or lapse the passage of time or both the giving of notice or both, would become constitute a breach of material default thereunder or default underwould permit material modification, any Material Parent Contractacceleration, and no party to any Material Parent Contract has given any written notice of any claim or termination of any such breachContract or the loss of any material benefit thereunder. Parent has delivered or made available to ED&F copies of all of the Contracts listed in Section 6.16 of the Disclosure Schedule that are true, default or eventcorrect and complete in all material respects, which, individually or in the aggregate, are reasonably likely to result in a Parent Material Adverse Effecttogether with all material amendments thereto.

Agreements, Contracts and Commitments. (a) Other than confidentiality and non-disclosure agreements, this Agreement and Except as set forth in the Transaction Documents and the Debt Commitment Letter (and after Parent SEC Reports filed prior to the date hereof, any Additional Equity Financing Documents entered into accordance with the terms of Section 5.16(k)) (none of which shall consititute Material Parent Contracts for purposes of this Agreement), there are no Contractscontracts, agreements, leases, mortgages, indentures, notes, bonds, Liensliens, licenseslicense, Permitspermit, franchisesfranchise, purchase orders, sales orders or other understandings, commitments or obligations (including without limitation outstanding offers or proposals) of any kind, whether written or oral, to which Parent or any Subsidiary thereof is a party or by or to which any of the properties or assets of Parent or any Subsidiary thereof may be bound, subject or affected affected, which either (“Material a) creates or imposes a liability greater than $25,000, or (b) may not be cancelled by Parent on less than 30 days' or less prior notice ("Parent Contracts”"). All Material Parent Contracts are listed in Schedule 4.19(a) 3.19 other than those that are exhibits to the Parent SEC Reports filed at least one (1) Business Day prior to the date of this AgreementReports. (b) Each Material Parent Contract was entered into at arm’s arms' length and in the ordinary course, is in full force and effect and, to Parent’s knowledge, and is valid and binding upon and enforceable against each of the parties thereto, subject to the Enforcement Exceptions and the discretion of the court before which any proceeding therefor may be brought. To Parent’s knowledge, no other party to a Material Parent Contract is the subject of a bankruptcy or insolvency proceeding. True, correct and complete copies of all Material Parent Contracts (or written summaries in the case of oral Material Parent Contracts) and of all outstanding offers or proposals of Parent have been heretofore delivered to the Company. (c) Neither Parent nor, to the knowledge of Parent, any other party thereto is in breach of or in default under, and no event has occurred which with notice or lapse of time or both would become a breach of or default under, any Material Parent Contract, and no party to any Material Parent Contract has given any written notice of any claim of any such breach, default or event, which, individually or in the aggregate, are reasonably likely to result in have a Parent Material Adverse EffectEffect on Parent. Each agreement, contract or commitment to which Parent is a party or by which it is bound that has not expired by its terms is in full force and effect, except where such failure to be in full force and effect is not reasonably likely to have a Material Adverse Effect on Parent.

Agreements, Contracts and Commitments. (a) Other Except as set forth in the Parent SEC Reports filed prior to the date of this Agreement or as set forth in Schedule 3.19, other than confidentiality and non-disclosure agreements, this Agreement and the Transaction Documents and the Debt Commitment Letter (and after the date hereof, any Additional Equity Financing Documents entered into accordance with the terms of Section 5.16(k)) (none of which shall consititute Material Parent Contracts for purposes of this Agreement), there are no Contractscontracts, agreements, leases, mortgages, indentures, notes, bonds, Liensliens, licenses, Permitspermits, franchises, purchase orders, sales orders or other understandings, commitments or obligations (including without limitation outstanding offers or proposals) of any kind, whether written or oral, to which Parent Parent, Holdco or any Subsidiary thereof Merger Sub is a party or by or to which any of the properties or assets of Parent Parent, Holdco or any Subsidiary thereof Merger Sub may be bound, subject or affected (“Material Parent Contracts”). All Material Parent Contracts are listed in Schedule 4.19(a) 3.19 other than those that are exhibits to the Parent SEC Reports. (b) Except as set forth in the Parent SEC Reports filed at least one (1) Business Day prior to the date of this Agreement. (b) Each , each Material Parent Contract was entered into at arm’s arms’ length and in the ordinary course, is in full force and effect and, to Parent’s knowledge, is valid and binding upon and enforceable against each of the parties thereto, subject to the Enforcement Exceptions except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect affecting creditors’ rights generally and by general principles of equity (whether considered in a proceeding at law or in equity) and the discretion of the court before which any proceeding therefor may be brought. To Parent’s knowledge, no other party to a Material Parent Contract is the subject of a bankruptcy or insolvency proceeding. True, correct and complete copies of all Material Parent Contracts and all offers and proposals that, if accepted, would constitute Material Parent Contracts (or written summaries in the case of oral Material Parent ContractsContracts or offers or proposals) have been heretofore delivered to the Company or the Company’s counsel. (c) Neither Parent nor, to the knowledge of Parent, any other party thereto is in breach of or in default under, and no event has occurred which with notice or lapse of time or both would become a breach of or default under, any Material Parent Contract, and no party to any Material Parent Contract has given any written notice of any claim of any such breach, default or event, which, individually or in the aggregate, are reasonably likely to result in have a Parent Material Adverse EffectEffect on Parent.

Agreements, Contracts and Commitments. Section 3.12 of the Parent Disclosure Schedule identifies each Parent Contract that is in effect as of the date of this Agreement and is (a) Other than confidentiality and non-disclosure agreements, this Agreement and the Transaction Documents and the Debt Commitment Letter (and after the date hereof, any Additional Equity Financing Documents entered into accordance with the terms of Section 5.16(k)) (none of which shall consititute Material Parent Contracts for purposes of this Agreement), there are no Contracts, agreements, leases, mortgages, indentures, notes, bonds, Liens, licenses, Permits, franchises, purchase orders, sales orders or other understandings, commitments or obligations (including without limitation outstanding offers or proposalsa material contract as defined in Item 601(b)(10) of any kindRegulation S-K as promulgated under the Securities Act, whether written or oral, (b) a Contract to which Parent or any Subsidiary thereof is a party or by or to which any of its assets and properties is currently bound, which involves annual obligations of payment by, or annual payments to, Parent in excess of $50,000, or (c) is a Parent Real Estate Lease. Parent has delivered or made available to the properties or assets Company accurate and complete copies of all Contracts to which Parent or Merger Sub is a party or by which Parent or Merger Sub is bound of the type described in clauses (a)-(c) of the immediately preceding sentence (any Subsidiary thereof may be boundsuch Contract, subject or affected (a “Parent Material Parent ContractsContract”), including all amendments thereto. All There are no Parent Material Parent Contracts are listed in Schedule 4.19(a) other than those that are exhibits not in written form. Parent has not nor, to the SEC Reports filed at least one (1) Business Day prior to Parent’s Knowledge as of the date of this Agreement. (b) Each Material Parent Contract was entered into at arm’s length and in the ordinary course, is in full force and effect and, to Parent’s knowledge, is valid and binding upon and enforceable against each of the parties thereto, subject to the Enforcement Exceptions and the discretion of the court before which has any proceeding therefor may be brought. To Parent’s knowledge, no other party to a Parent Material Contract, breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of any Parent Material Contract is the subject of a bankruptcy or insolvency proceeding. True, correct and complete copies of all Material Parent Contracts (or written summaries in the case of oral Material Parent Contracts) have been heretofore delivered to the Company. (c) Neither Parent nor, to the knowledge of Parent, such manner as would permit any other party thereto is in breach of to cancel or in default under, and no event has occurred which with notice or lapse of time or both would become a breach of or default under, terminate any such Parent Material Parent Contract, and no or would permit any other party to any Material Parent Contract has given any written notice of any claim of any such breach, default or event, which, individually or in the aggregate, are seek damages which would reasonably likely be expected to result in have a Parent Material Adverse Effect. As to Parent, as of the date of this Agreement, each Parent Material Contract is valid, binding, enforceable and in full force and effect, subject to the Enforceability Exceptions. No Person is renegotiating, or has a right pursuant to the terms of any Parent Material Contract to change, any material amount paid or payable to Parent under any Parent Material Contract or any other material term or provision of any Parent Material Contract.

Agreements, Contracts and Commitments. (a) Other than Except as set forth in the Parent SEC Reports filed prior to the date of this Agreement, confidentiality and or non-disclosure agreements, this Agreement and the Transaction Documents and the Debt Commitment Letter (and after the date hereof, any Additional Equity Financing Documents entered into accordance with the terms of Section 5.16(k)) (none of which shall consititute Material Parent Contracts for purposes of this Agreement)agreements or as set forth in Schedule 3.19, there are no Contractscontracts, agreements, leases, mortgages, indentures, notes, bonds, Liensliens, licenseslicense, Permitspermit, franchisesfranchise, purchase orders, sales orders or other understandings, commitments or obligations (including without limitation outstanding offers or proposals) of any kind, whether written or oral, to which Parent, Holdco, Parent Merger Sub or any Subsidiary thereof Company Merger Sub is a party or by or to which any of the properties or assets of Parent, Holdco, Parent Merger Sub or any Subsidiary thereof may be Company Merger Sub is bound or becomes bound, subject or affected affected, which either (a) are required to be included as exhibits to a registration statement with the SEC, (b) create or impose a liability greater than $50,000, (c) provide for payments (present or future) to Parent or its Subsidiaries in excess of $50,000 in the aggregate or (d) may not be cancelled by Parent, Holdco, Parent Merger Sub or Company Merger Sub on less than 30 days’ or less prior notice without material penalties or fees (collectively, “Material Parent Contracts”). All Material Parent Contracts are listed in Schedule 4.19(a) 3.19 other than those that are exhibits to the Parent SEC Reports. (b) Except as set forth in the Parent SEC Reports filed at least one (1) Business Day prior to the date of this Agreement. (b) Each Material , each Parent Contract was entered into at arm’s arms’ length and in the ordinary course, is in full force and effect and, to Parent’s knowledge, and is valid and binding upon and enforceable against each of the parties thereto, subject to the Enforcement Exceptions and the discretion of the court before which any proceeding therefor may be brought. To Parent’s knowledge, no other party to a Material Parent Contract is the subject of a bankruptcy or insolvency proceeding. True, correct and complete copies of all Material Parent Contracts (or written summaries in the case of oral Material Parent Contracts) have been heretofore delivered made available to the Company or Company’s counsel. (c) Neither Parent, Holdco, Parent Merger Sub nor Company Merger Sub nor, to the knowledge of Parent, any other party thereto is in breach of or in default under, and no event has occurred which with notice or lapse of time or both would become a breach of or default under, any Material Parent Contract, and no party to any Material Parent Contract has given any written notice of any claim of any such breach, default or event, which, individually or in the aggregate, has had or are reasonably likely to result in have a Parent Material Adverse EffectEffect on Parent and its Subsidiaries taken as a whole. Each agreement, contract or commitment to which Parent, Holdco, Parent Merger Sub or Company Merger Sub is a party or by which it is bound that has not expired by its terms is in full force and effect, except where such failure to be in full force and effect has not had and is not reasonably likely to have a Material Adverse Effect on Parent and its Subsidiaries taken as a whole.

Agreements, Contracts and Commitments. (a) Other Except as set forth in the Parent SEC Reports filed prior to the Agreement Date or as set forth on Schedule 3.19, other than confidentiality and non-disclosure agreements, this Agreement and the Transaction Documents and the Debt Commitment Letter (and after the date hereof, any Additional Equity Financing Documents entered into accordance with the terms of Section 5.16(k)) (none of which shall consititute Material Parent Contracts for purposes of this Agreement), there are no Contractscontracts, agreements, leases, mortgages, indentures, notes, bonds, Liens, licenseslicense, Permitspermit, franchisesfranchise, purchase orders, sales orders or other understandings, commitments or obligations (including without limitation outstanding offers or proposals) of any kind, whether written or oral, to which Parent or any Subsidiary thereof Merger Sub is a party or by or to which any of the properties or assets of Parent or any Subsidiary thereof Merger Sub may be bound, subject or affected affected, which may not be cancelled without penalty or liability by Parent or Merger Sub on less than thirty (30) days’ or less prior notice (“Material Parent Contracts”). All Material Parent Contracts as of the Agreement Date are listed in Schedule 4.19(a) 3.19 other than those that are exhibits to the Parent SEC Reports filed at least one (1) Business Day prior to the date of this AgreementReports. (b) Each Material Except as set forth in the Parent SEC Reports filed prior to the Agreement Date, each Parent Contract was entered into at arm’s length and in the ordinary course, is in full force and effect effect, and, to the Knowledge of Parent’s knowledge, is valid and binding upon and enforceable against each of the parties thereto, subject to the Enforcement Exceptions and the discretion of the court before which any proceeding therefor except insofar as enforceability may be brought. To Parent’s knowledgelimited by applicable bankruptcy, no other party to a Material Parent Contract is insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally or by principles governing the subject availability of a bankruptcy or insolvency proceedingequitable remedies. True, correct correct, and complete copies of all Material Parent Contracts (or written summaries in the case of oral Material Parent Contracts) have been heretofore delivered made available to the CompanyCompany or Company counsel. (c) Neither Parent or Merger Sub nor, to the knowledge Knowledge of Parent, any other party thereto is in breach of or in default under, and and, to the Knowledge of Parent, no event has occurred which with notice or lapse of time or both would become a breach of or default under, any Material Parent Contract, and no party to any Material Parent Contract has given any written notice of any claim of any such breach, default or event, which, individually or in the aggregate, are reasonably likely to result in have a Parent Material Adverse EffectEffect on Parent or Merger Sub. Each Parent Contract that has not expired by its terms is in full force and effect, except where such failure to be in full force and effect is not reasonably likely to have a Material Adverse Effect on Parent or Merger Sub.

Agreements, Contracts and Commitments. (a) Other than Except as set forth in the Parent SEC Documents filed prior to the Original Agreement Date, and with respect to confidentiality and non-disclosure nondisclosure agreements, this Agreement and the Transaction Documents and the Debt Commitment Letter (and after the date hereof, any Additional Equity Financing Documents entered into accordance with the terms of Section 5.16(k)) (none of which shall consititute Material Parent Contracts for purposes of this Agreement), there are no Contracts, agreements, leases, mortgages, indentures, notes, bonds, Liens, licenses, Permits, franchises, purchase orders, sales orders or other understandings, commitments or obligations (including without limitation outstanding offers or proposals) of any kind, whether written or oral, to which Parent or any Subsidiary thereof either Merger Sub is a party or by or to which any of the properties or assets of Parent or any Subsidiary thereof either Merger Sub may be bound, subject or affected affected, which either (“Material a) create or impose a liability greater than $100,000 or (b) may not be cancelled by Parent or either Merger Sub on 30 days' or less prior notice ("Parent Contracts”"). All Material Parent Contracts are listed in Section 6.16 of the Disclosure Schedule 4.19(a) other than those that are exhibits to the Parent SEC Reports filed at least one (1) Business Day prior to the date of this AgreementDocuments. (b) Each Material Except as set forth in the Parent SEC Documents filed prior to the Original Agreement Date, each Parent Contract was entered into at arm’s arms' length and in the ordinary course, is in full force and effect and, to Parent’s knowledge, is valid and binding upon and enforceable against each course of the parties thereto, subject to the Enforcement Exceptions and the discretion of the court before which any proceeding therefor may be brought. To Parent’s knowledge, no other party to a Material Parent Contract is the subject of a bankruptcy or insolvency proceedingbusiness. True, correct and complete copies of all Material Parent Contracts (or written summaries in the case of oral Material Parent Contracts) have been heretofore delivered to the Company.ED&F. (c) Neither Assuming due authorization, execution and delivery by the other parties thereto, each Contract listed in Section 6.16 of the Disclosure Schedule is valid and is binding on Parent or Merger Sub, as applicable, and, to Parent's Knowledge, each other party thereto and is in full force and effect. Except as set forth in Section 6.16 of the Disclosure Schedule, neither Parent nor either Merger Sub nor, to the knowledge of Parent's Knowledge, any other party thereto is in default or breach in any material respect under the terms of, nor has either Parent or either Merger Sub received any notice of any material default or in default breach under, and any such Contract, and, to Parent's Knowledge, no event or circumstance has occurred which that, with notice or lapse the passage of time or both the giving of notice or both, would become constitute a breach of material default thereunder or default underwould permit material modification, any Material Parent Contractacceleration, and no party to any Material Parent Contract has given any written notice of any claim or termination of any such breachContract or the loss of any material benefit thereunder. Parent has delivered or made available to ED&F copies of all of the Contracts listed in Section 6.16 of the Disclosure Schedule that are true, default or eventcorrect and complete in all material respects, which, individually or in the aggregate, are reasonably likely to result in a Parent Material Adverse Effecttogether with all material amendments thereto.

Agreements, Contracts and Commitments. (a) Other Except as set forth in the Parent SEC Reports filed prior to the date of this Agreement, other than confidentiality and non-disclosure agreements, this Agreement and the Transaction Documents and the Debt Commitment Letter agreements (and after the date hereof, any Additional Equity Financing Documents entered into accordance with the terms of Section 5.16(k)) (none copies of which shall consititute Material Parent Contracts for purposes of this Agreementhave been made available to the Company or the Company’s counsel), there are no Contractscontracts, agreements, leases, mortgages, indentures, notes, bonds, Liensliens, licenseslicense, Permitspermit, franchisesfranchise, purchase orders, sales orders or other understandings, commitments or obligations (including without limitation outstanding offers or proposals) of any kind, whether written or oral, to which Parent or any Subsidiary thereof is a party or by or to which any of the properties or assets of Parent or any Subsidiary thereof may be bound, subject or affected (“Material Parent Contracts”)affected. All Material Parent Contracts are listed in Schedule 4.19(a) 3.19 other than those that are exhibits to the Parent SEC Reports filed at least one (1) Business Day prior to the date of this AgreementReports. (b) Each Material Except as set forth in Schedule 3.19, each Parent Contract was entered into at arm’s arms’ length and in the ordinary course, is in full force and effect and, to Parent’s knowledge, and is valid and binding upon and enforceable against each of the parties thereto, subject to the Enforcement Exceptions and the discretion of the court before which any proceeding therefor may be brought. To Parent’s knowledge, no other party to a Material Parent Contract is the subject of a bankruptcy or insolvency proceeding. True, correct and complete copies of all Material Parent Contracts (or written summaries in the case of oral Material Parent Contracts) and of all outstanding offers or proposals of Parent have been heretofore delivered made available to the Company or the Company’s counsel. (c) Neither Parent nor, to the knowledge of Parent, any other party thereto is in breach of or in default under, and no event has occurred which with notice or lapse of time or both would become a breach of or default under, any Material Parent Contract, and no party to any Material Parent Contract has given any written notice of any claim of any such breach, default or event, which, individually or in the aggregate, are reasonably likely to result in have a Parent Material Adverse EffectEffect on Parent. Each agreement, contract or commitment to which Parent is a party or by which it is bound that has not expired by its terms is in full force and effect, except where such failure to be in full force and effect is not reasonably likely to have a Material Adverse Effect on Parent.