Common use of Certain Agreements Clause in Contracts

Certain Agreements. Except as otherwise set forth in the applicable lettered subsection of Part 2.16 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries is a party to or is bound by: (a) any employment or consulting agreement or commitment with any Employee or member of the Company’s Board of Directors, providing any term of employment or compensation guarantee or any consulting agreement or any employment agreement that provides severance benefits or other benefits after the termination of employment or services of such person regardless of the reason for such termination, except as required by applicable law; (b) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnification by the Company or any of its subsidiaries or any material guaranty by the Company or any of its subsidiaries, but excluding any agreement of indemnification and any guaranty entered into in connection with the distribution, sale or license of the Company’s or its subsidiaries’ products or services or the procurement of any third-party products or services, in each case in the ordinary course of business; (d) any loan agreement, promissory note or other instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, or otherwise in excess of $50,000; (e) any agreement, obligation or commitment containing covenants that limit the Company’s or any of its subsidiaries’ freedom to compete in any line of business or in any geographic area (but excluding field of use, territorial and like limitations with respect to Intellectual Property licensed to the Company or any of its subsidiaries) or which would so limit Parent, the Company or the Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (f) any agreement or commitment currently in force relating to the disposition or acquisition by the Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business and consistent with past practice, or pursuant to which the Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than the Company’s subsidiaries; (g) any licensing, distribution, resale or other agreement, contract or commitment with regard to the distribution, sale or licensing of any Company products under which the Company received in excess of $500,000 during the fiscal year ended September 30, 2006; (h) any agreement to forgive any indebtedness of any person to the Company or any of its subsidiaries in excess of $50,000; (i) any Real Estate Agreements; (j) any agreement pursuant to which the Company or any of its subsidiaries (A) has been granted license rights under any intellectual property rights of any third party that are material to the operation of its business (other than (i) licenses of off-the-shelf commercial software programs and (ii) non-disclosure agreements and other agreements entered into between the Company and its subsidiaries in the ordinary course of business); (B) incorporates any third-party intellectual property in any of its products; or (C) has granted to any third party a license of any Company Intellectual Property Rights owned by the Company or any of its subsidiaries or any license of source code (excluding customary source code escrow arrangements entered into in the ordinary course of business); (k) any agreement obligating the Company or any of its subsidiaries to make aggregate payments in excess of $250,000 to any third party during the twelve-month period ending August 31, 2008 which is not terminable by the Company or any of its subsidiaries without penalty or further liability exceeding $50,000 upon 30 days’ notice or less (excluding Real Estate Agreements); (l) other than such agreements addressed by Section 2.16(g), any agreement pursuant to which the Company or any of its subsidiaries (A) reasonably expects to receive aggregate payments in excess of $250,000 during the twelve-month period ending August 31, 2008 or (B) reasonably expects to recognize revenue in such aggregate amount during such period; (m) any agreement or commitment with any affiliate of the Company; (n) any agreement or commitment providing for capital expenditures by the Company or any of its subsidiaries in excess of $250,000; or (o) any other agreement or commitment that is material to the business of the Company and its subsidiaries, taken as a whole, as presently conducted. Each agreement, contract, obligation, plan or commitment that is required to be disclosed in the Company Disclosure Schedule pursuant to clauses (a) through (o) above or pursuant to Section 2.9 and each agreement, contract, obligation, plan or commitment that is or is required to be filed with any Company SEC Report shall be referred to herein as a “Company Contract.” Each Company Contract is enforceable against the Company (except as such enforceability may be subject to laws of general application relating to bankruptcy, insolvency, and the relief of debtors and rules of law governing specific performance, injunctive relief, or other equitable remedies) and, to the Company’s knowledge, is enforceable against the other party or parties thereto (except as such enforceability may be subject to laws of general application relating to bankruptcy, insolvency, and the relief of debtors and rules of law governing specific performance, injunctive relief, or other equitable remedies). Except as would not reasonably be expected to have a Material Adverse Effect on the Company, neither the Company nor any of its subsidiaries, nor to the Company’s knowledge, any other party thereto, is in breach, violation or default under, and neither the Company nor any of its subsidiaries has received written notice alleging that it has breached, violated or defaulted under, any of the terms or conditions of any Company Contract in such a manner as would permit any other party thereto to cancel or terminate any such Company Contract, or would permit any other party to seek damages or other remedies for any or all such alleged breaches, violations or defaults.

Certain Agreements. Except as otherwise set forth in filed as exhibits or appendices to any of the applicable lettered subsection of Company SEC Reports, Part 2.16 2.14 of the Company Disclosure Schedule, neither Letter (which is divided into subsections referenced to the clauses below) sets forth a complete list of each of the following Contracts of Company nor or any of its subsidiaries is a party to or is bound bysubsidiaries: (a) any employment or consulting agreement or commitment Contract with any Employee or employee, member of the Company’s Board of Directors, providing any term or contractor requiring annual or one time payments of employment $100,000 or compensation guarantee more, other than those that are terminable by Company or any consulting agreement of its subsidiaries on no more than thirty days notice without liability or any employment agreement that provides severance benefits or other benefits after the termination of employment or services of such person regardless of the reason for such termination, except as required by applicable lawfinancial obligation; (b) any agreement or planContract, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnification by the Company guaranty or any of its subsidiaries instrument evidencing indebtedness for borrowed money involving more than $100,000, or any material guaranty by the Company or any Contract of its subsidiariesindemnification, but excluding any agreement other than licenses of indemnification and any guaranty entered into in connection with the distribution, sale or license of the Company’s or its subsidiaries’ products or services or the procurement of any third-party products or services, in each case Software in the ordinary course of businessbusiness consistent with past practice; (d) any loan agreement, promissory note or other instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, or otherwise in excess of $50,000; (e) any agreement, obligation or commitment Contract containing covenants that purporting to limit the Company’s or any of its subsidiaries’ freedom to compete in any line of business or in any geographic area (but excluding field of use, territorial and like limitations with respect to Intellectual Property licensed to the Company or any of its subsidiaries) or which would so limit Parent, the Company or the Surviving Corporation or any of its their subsidiaries after the Effective Time or granting any exclusive Intellectual Property license, distribution rights or other exclusive rights; (fe) any agreement or commitment Contract currently in force relating to the disposition or acquisition by the Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business and consistent with past practicebusiness, or pursuant to which the Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than the Company’s subsidiaries; (gf) any licensing, distribution, resale or other agreement, contract or commitment Contract with regard to the distribution, sale acquisition or licensing of any material Intellectual Property other than licenses, assignments, or other similar Contracts entered into in the ordinary course of business consistent with past practice; (g) any Contract with any current (i) officer, (ii) director, (iii) holder of 5% or more of the capital stock of Company products under which the or (iv) subsidiary, in any case of (i), (ii) and (iv), of Company received in excess or any subsidiary of $500,000 during the fiscal year ended September 30, 2006Company; (h) any agreement to forgive executed but not fully performed Contract providing for capital expenditures by Company or its subsidiaries in excess of $150,000; (i) any indebtedness dealer, distributor, joint marketing or development Contract, under which Company or any of any person its subsidiaries have continuing obligations or costs in excess of $150,000 per year pursuant to the written terms of the Contract, which may not be canceled without penalty upon notice of 90 days or less; (j) any agreement pursuant to which Company or any of its subsidiaries have continuing obligations to jointly develop any Intellectual Property; (k) any Contract to provide source code to any third party for any product or technology; (l) any Contract (i) containing any support or maintenance obligation on the part of Company or any of its subsidiaries outside of the ordinary course of business consistent with past practice or (ii) containing any service obligation or cost on the part of Company or any of its subsidiaries in excess of $50,000; (i) any Real Estate Agreements; (j) any agreement pursuant to which the 125,000, other than those obligations that are terminable by Company or any of its subsidiaries on no more than 30 days notice without liability or financial obligation to Company or its subsidiaries; (Am) has been granted license rights under any intellectual property rights of Contract with any third party that are material to integrate and distribute the products, services or technology of Company or of any of its subsidiaries with such third party’s products or services; (n) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the operation borrowing of its business (money or extension of credit in excess of $125,000, other than (i) licenses of off-the-shelf commercial software programs accounts receivables and (ii) non-disclosure agreements and other agreements entered into between the Company and its subsidiaries payables in the ordinary course of business); ; (Bo) incorporates settlement agreements entered into with Employees within two years prior to the date hereof involving payments in excess of $200,000 and any third-party intellectual property other settlement agreement entered into within two years prior to the date of this Agreement involving payments in excess of $100,000; (p) any of its products; Contract or (C) has granted commitment pursuant to any third party a license of any Company Intellectual Property Rights owned by the which Company or any of its subsidiaries or any license of source code (excluding customary source code escrow arrangements entered into is obligated to pay in the ordinary course of business); (k) any agreement obligating the Company or any of its subsidiaries to make aggregate payments future in excess of $250,000 to 175,000 in any third party during the twelve-month one year period ending August 31, 2008 which is not terminable by the Company or any of its subsidiaries without penalty or further liability exceeding $50,000 upon 30 days’ notice or less (excluding Real Estate Agreements); (l) other than such agreements addressed by Section 2.16(g), any agreement pursuant to which the Company or any of its subsidiaries (A) reasonably expects to receive aggregate payments in excess of $250,000 during the twelve-month period ending August 31, 2008 125,000 upon notice of 30 days or (B) reasonably expects to recognize revenue in such aggregate amount during such periodless; (m) any agreement or commitment with any affiliate of the Company; (n) any agreement or commitment providing for capital expenditures by the Company or any of its subsidiaries in excess of $250,000; or (oq) any other agreement Contract that has a value of $250,000 or commitment that is material to the business of the Company and its subsidiaries, taken as a whole, as presently conducted. Each agreement, contract, obligation, plan or commitment that is required to be disclosed more in the Company Disclosure Schedule pursuant to any individual case not described in clauses (a) through (op) above or pursuant to Section 2.9 and each agreement, above; or (r) any other “material contract, obligation, plan or commitment that is or is required to be filed with any Company SEC Report shall be referred to herein ” (as a “Company Contract.” Each Company Contract is enforceable against defined in Item 601(b)(10) of Regulation S-K of the Company (except as such enforceability may be subject to laws of general application relating to bankruptcy, insolvency, and the relief of debtors and rules of law governing specific performance, injunctive relief, SEC) or other equitable remedies) andContract currently in effect, to the Company’s knowledge, is enforceable against the other party cancellation or parties thereto (except as such enforceability may be subject to laws breach of general application relating to bankruptcy, insolvency, and the relief of debtors and rules of law governing specific performance, injunctive relief, or other equitable remedies). Except as which would not reasonably be expected to have a Material Adverse Effect on Company. The Contracts required to be disclosed in the Company Disclosure Letter pursuant to clauses (a) through (r) above or pursuant to Section 2.9 or are required to be filed as exhibits or appendices to any Company SEC Report (“Company Contracts”) are valid and in full force and effect with respect to Company, neither except to the extent that such invalidity would not be material to Company. Neither Company nor any of its subsidiaries, nor to the Company’s knowledge, any other party thereto, subsidiaries is in material breach, violation or default under, and neither the Company nor any of its subsidiaries has received written notice alleging that it has materially breached, violated or defaulted underdefaulted, any of the terms or conditions of any Company Contract in such a manner as would permit any other party thereto to cancel or terminate any such Company Contract, or would permit any other party to seek damages or other remedies for any or all such alleged breaches, violations or defaultsContracts.

Certain Agreements. Except as otherwise set forth in the applicable lettered subsection of Part 2.16 2.14 of the ------------------ Company Disclosure ScheduleLetter, neither the Company nor any of its subsidiaries is a party to or is bound by: (a) any employment or consulting agreement or commitment with any Employee employee or member of the Company’s 's Board of Directors, providing any term of employment that, individually or compensation guarantee in the aggregate, is material to Company, other than those that are terminable by Company or any consulting agreement of its subsidiaries on no more than thirty days notice without liability or financial obligation, except to the extent general principles of wrongful termination law may limit Company's or any employment agreement that provides severance benefits or other benefits after the termination of employment or services of such person regardless of the reason for such termination, except as required by applicable lawits subsidiaries' ability to terminate employees at will; (b) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnification by the Company guaranty or any of its subsidiaries or any material guaranty by the Company or any of its subsidiaries, but excluding any agreement of indemnification and any guaranty entered into in connection with the distribution, sale or license of the Company’s or its subsidiaries’ products or services or the procurement of any third-party products or services, in each case in the ordinary course of business; (d) any loan agreement, promissory note or other instrument evidencing indebtedness for borrowed money by way of direct loan, loan or sale of debt securities, purchase money obligation, conditional sale, or otherwise in excess of $50,000; (ed) any agreement, obligation or commitment containing covenants that purporting to limit or which effectively limit the Company’s 's or any of its subsidiaries’ ' freedom to compete in any line of business or in any geographic area (but excluding field of use, territorial and like limitations with respect to Intellectual Property licensed to the Company or any of its subsidiaries) or which would so limit Parent, the Company or the Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rightsthat would have a Material Adverse Effect on Company; (fe) any agreement or commitment currently in force relating to the disposition or acquisition by the Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business and consistent with past practicebusiness, or pursuant to which the Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than the Company’s 's subsidiaries; (f) any material agreement or commitment with SAIC other than the Corporate Services Agreement between Company and SAIC; or (g) any licensing, distribution, resale or other agreement, contract agreement or commitment with regard to the distribution, sale or licensing of any Company products under which the Company received currently in excess of $500,000 during the fiscal year ended September 30, 2006; (h) any agreement to forgive any indebtedness of any person to the force providing for capital expenditures by Company or any of its subsidiaries in excess of $50,000; (i) any Real Estate Agreements; (j) any agreement pursuant to which the Company or any of its subsidiaries (A) has been granted license rights under any intellectual property rights of any third party that are material to the operation of its business (other than (i) licenses of off-the-shelf commercial software programs and (ii) non-disclosure 5,000,000. The agreements and other agreements entered into between the Company and its subsidiaries in the ordinary course of business); (B) incorporates any third-party intellectual property in any of its products; or (C) has granted to any third party a license of any Company Intellectual Property Rights owned by the Company or any of its subsidiaries or any license of source code (excluding customary source code escrow arrangements entered into in the ordinary course of business); (k) any agreement obligating the Company or any of its subsidiaries to make aggregate payments in excess of $250,000 to any third party during the twelve-month period ending August 31, 2008 which is not terminable by the Company or any of its subsidiaries without penalty or further liability exceeding $50,000 upon 30 days’ notice or less (excluding Real Estate Agreements); (l) other than such agreements addressed by Section 2.16(g), any agreement pursuant to which the Company or any of its subsidiaries (A) reasonably expects to receive aggregate payments in excess of $250,000 during the twelve-month period ending August 31, 2008 or (B) reasonably expects to recognize revenue in such aggregate amount during such period; (m) any agreement or commitment with any affiliate of the Company; (n) any agreement or commitment providing for capital expenditures by the Company or any of its subsidiaries in excess of $250,000; or (o) any other agreement or commitment that is material to the business of the Company and its subsidiaries, taken as a whole, as presently conducted. Each agreement, contract, obligation, plan or commitment that is required to be disclosed in the Company Disclosure Schedule Letter pursuant to clauses (a) through (og) above or pursuant to Section 2.9 and each agreement, contract, obligation, plan or commitment that is or is are required to be filed with any Company Parent SEC Report shall be referred to herein as a “("Company Contract.” Each Company Contract is enforceable against the Company (Contracts") are valid and in full force and effect, except as such enforceability may be subject to laws of general application relating to bankruptcy, insolvency, and the relief of debtors and rules of law governing specific performance, injunctive relief, or other equitable remedies) and, to the Company’s knowledge, is enforceable against the other party or parties thereto (except as extent that such enforceability may be subject to laws of general application relating to bankruptcy, insolvency, and the relief of debtors and rules of law governing specific performance, injunctive relief, or other equitable remedies). Except as invalidity would not reasonably be expected to have a Material Adverse Effect on the Company, neither the . Neither Company nor any of its subsidiaries, nor to the Company’s 's knowledge, any other party thereto, is in breach, violation or default under, and neither the Company nor any of its subsidiaries has received written notice alleging that it has breached, violated or defaulted underdefaulted, any of the terms or conditions of any Company Contract in such a manner as would permit any other party thereto to cancel or terminate any such Company Contract, or would permit any other party to seek damages or other remedies for any or all such alleged breaches, violations or defaultshave a Material Adverse Effect on Company.

Certain Agreements. Except as otherwise set forth in the applicable lettered subsection of Part 2.16 3.14 of the Company Parent Disclosure ScheduleLetter or in the Parent SEC Reports, neither the Company Parent nor any of its subsidiaries is a party to or is bound by: (a) any employment or consulting agreement or commitment with any Employee employee of the HostPro Business or member of the Company’s Parent's Board of Directors, providing any term of employment that, individually or compensation guarantee in the aggregate, is material to the HostPro Business, other than those that are terminable by 58 Parent or any consulting agreement of its subsidiaries on no more than thirty days notice without liability or financial obligation, except to the extent general principles of wrongful termination law may limit Parent's or any employment agreement that provides severance benefits or other benefits after the termination of employment or services of such person regardless of the reason for such termination, except as required by applicable lawits subsidiaries' ability to terminate employees at will; (b) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, for employees of the HostPro Business, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnification by for any employees of the Company or any of its subsidiaries or HostPro Business, any material guaranty by the Company or any of its subsidiaries, but excluding any agreement of indemnification and any guaranty entered into in connection with the distribution, sale or license of the Company’s or its subsidiaries’ products or services or the procurement of any third-party products or services, in each case in the ordinary course of business; (d) any loan agreement, promissory note or other instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional conditioned sale, or otherwise in excess of $50,000that is material to the HostPro Business; (ed) any agreement, obligation or commitment containing covenants that purporting to limit or which effectively limit the Company’s Parent's or any of its subsidiaries’ ' freedom to compete in any line of business the HostPro Business or in any geographic area (but excluding field of use, territorial and like limitations with respect to Intellectual Property licensed to the Company or any of its subsidiaries) or which would so limit Parent, the Company or the Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights;rights with respect thereto; or (fe) any agreement or commitment currently in force relating to the disposition or acquisition by the Company Parent or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business (other than in connection with the Contemplated Parent Changes (and consistent with past practicein that connection, a copy of the MTI Sales Agreement has been provided to Company), or pursuant to which the Company Parent has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than the Company’s Parent's subsidiaries;; or (g) any licensing, distribution, resale or other agreement, contract or commitment with regard to the distribution, sale or licensing of any Company products under which the Company received in excess of $500,000 during the fiscal year ended September 30, 2006; (h) any agreement to forgive any indebtedness of any person to the Company or any of its subsidiaries in excess of $50,000; (i) any Real Estate Agreements; (j) any agreement pursuant to which the Company or any of its subsidiaries (A) has been granted license rights under any intellectual property rights of any third party that are material to the operation of its business (other than (i) licenses of off-the-shelf commercial software programs and (ii) non-disclosure agreements and other agreements entered into between the Company and its subsidiaries in the ordinary course of business); (B) incorporates any third-party intellectual property in any of its products; or (C) has granted to any third party a license of any Company Intellectual Property Rights owned by the Company or any of its subsidiaries or any license of source code (excluding customary source code escrow arrangements entered into in the ordinary course of business); (k) any agreement obligating the Company or any of its subsidiaries to make aggregate payments in excess of $250,000 to any third party during the twelve-month period ending August 31, 2008 which is not terminable by the Company or any of its subsidiaries without penalty or further liability exceeding $50,000 upon 30 days’ notice or less (excluding Real Estate Agreements); (l) other than such agreements addressed by Section 2.16(g), any agreement pursuant to which the Company or any of its subsidiaries (A) reasonably expects to receive aggregate payments in excess of $250,000 during the twelve-month period ending August 31, 2008 or (B) reasonably expects to recognize revenue in such aggregate amount during such period; (mf) any agreement or commitment with any affiliate of the Company;Parent that is material to the HostPro Business; or (ng) any agreement or commitment related to the HostPro Business currently in force providing for capital expenditures by the Company Parent or any of its subsidiaries in excess of $250,000; or (o) any other agreement or commitment that is material to the business of the Company and its subsidiaries, taken as a whole, as presently conducted250,000.00. Each agreement, contract, obligation, plan or commitment that is The agreements required to be disclosed in the Company Parent Disclosure Schedule Letter pursuant to clauses (a) through (og) above or pursuant to Section 3.9 or required to be filed with any Parent SEC Report ("PARENT CONTRACTS") are valid and in full force and effect, except to the extent that such invalidity would not have a Material Adverse Effect on Parent. Except as disclosed pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and each agreement, contract, obligation, plan or commitment that is or is required to be filed with any Company as disclosed in the Parent SEC Report shall be referred to herein as a “Company Contract.” Each Company Contract is enforceable against the Company (except as such enforceability may be subject to laws of general application relating to bankruptcy, insolvency, and the relief of debtors and rules of law governing specific performance, injunctive relief, or other equitable remedies) and, to the Company’s knowledge, is enforceable against the other party or parties thereto (except as such enforceability may be subject to laws of general application relating to bankruptcy, insolvency, and the relief of debtors and rules of law governing specific performance, injunctive relief, or other equitable remedies). Except as would not reasonably be expected to have a Material Adverse Effect on the CompanyReports, neither the Company Parent nor any of its subsidiaries, nor to the Company’s Parent's knowledge, any other party thereto, is in breach, violation or default under, and neither the Company Parent nor any of its subsidiaries has received written notice alleging that it has breached, violated or defaulted underdefaulted, any of the terms or conditions of any Company Parent Contract in such a manner as would permit any other party thereto to cancel or terminate any such Company Contract, or would permit any other party to seek damages or other remedies for any or all such alleged breaches, violations or defaultshave a Material Adverse Effect on Parent.

Certain Agreements. Except as otherwise set forth in the applicable lettered subsection of Part 2.16 of the Company Disclosure Schedule, neither the Company Neither TEAM nor any of its subsidiaries is a party to or is bound by: (a) any employment or consulting agreement or commitment Contract with any Employee employee or member of the CompanyTEAM’s Board of Directors, providing other than those that are terminable by TEAM or any term of employment its subsidiaries on no more than thirty days’ notice without liability or compensation guarantee financial obligation, except to the extent general principles of wrongful termination law or good faith and fair dealing may limit TEAM’s or any of its subsidiaries’ ability to terminate employees at will, or any consulting agreement or any employment agreement that provides severance benefits or other benefits after the termination of employment or services of such person regardless of the reason for such termination, except as required by applicable lawContract; (b) any agreement or planContract, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement Contract of indemnification by the Company indemnification, any guaranty or any of its subsidiaries or any material guaranty by the Company or any of its subsidiaries, but excluding any agreement of indemnification and any guaranty entered into in connection with the distribution, sale or license of the Company’s or its subsidiaries’ products or services or the procurement of any third-party products or services, in each case in the ordinary course of business; (d) any loan agreement, promissory note or other instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, or otherwise in excess of $50,000otherwise; (ed) any agreement, obligation or commitment Contract containing covenants purporting to limit or that effectively limit the CompanyTEAM’s or any of its subsidiaries’ freedom to compete in any line of business or in any geographic area (but excluding field of use, territorial and like limitations with respect to Intellectual Property licensed to the Company or any of its subsidiaries) or which that would so limit Parent, the Company TEAM or the Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (fe) any agreement or commitment Contract currently in force relating to the disposition or acquisition by the Company TEAM or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business and consistent with past practicebusiness, or pursuant to which the Company TEAM has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than the CompanyTEAM’s subsidiaries; (f) any Contract with regard to the acquisition or licensing of any material Intellectual Property other than licenses, assignments, or other similar Contracts entered into the ordinary course of business consistent with past practice; (g) any licensingContract with any (i) officer, distribution(ii) director, resale (iii) holder of 5 percent or other agreementmore of the capital stock of TEAM, contract or commitment with regard to the distribution(iv) subsidiary, sale in any case of (i), (ii) and (iv), of TEAM or licensing any subsidiary of any Company products under which the Company received in excess of $500,000 during the fiscal year ended September 30, 2006TEAM; (h) any agreement to forgive any indebtedness of any person to the Company executed but not fully-performed Contract providing for capital expenditures by TEAM or any of its subsidiaries in excess of $50,000; (i) any Real Estate Agreements;Contract pursuant to which the execution of this Agreement and the consummation of the transactions contemplated hereby (either alone or upon the occurrence of any additional or subsequent events) will constitute an event that will or may result in any material payment, acceleration, forgiveness of indebtedness, extension of the exercise period, posting, distribution, increase in benefits or obligation to fund benefits; or (j) any agreement pursuant to other Contract currently in effect, the cancellation of which the Company or any of its subsidiaries (A) has been granted license rights under any intellectual property rights of any third party that are material to the operation of its business (other than (i) licenses of off-the-shelf commercial software programs and (ii) non-disclosure agreements and other agreements entered into between the Company and its subsidiaries in the ordinary course of business); (B) incorporates any third-party intellectual property in any of its products; or (C) has granted to any third party would have a license of any Company Intellectual Property Rights owned by the Company or any of its subsidiaries or any license of source code (excluding customary source code escrow arrangements entered into in the ordinary course of business);Material Adverse Effect on TEAM. (k) any agreement obligating the Company or any of its subsidiaries to make aggregate payments in excess of $250,000 to any third party during the twelve-month period ending August 31, 2008 which is not terminable by the Company or any of its subsidiaries without penalty or further liability exceeding $50,000 upon 30 days’ notice or less (excluding Real Estate Agreements); (l) other than such agreements addressed by Section 2.16(g), any agreement pursuant to which the Company or any of its subsidiaries (A) reasonably expects to receive aggregate payments in excess of $250,000 during the twelve-month period ending August 31, 2008 or (B) reasonably expects to recognize revenue in such aggregate amount during such period; (m) any agreement or commitment with any affiliate of the Company; (n) any agreement or commitment providing for capital expenditures by the Company or any of its subsidiaries in excess of $250,000; or (o) any other agreement or commitment that is material to the business of the Company and its subsidiaries, taken as a whole, as presently conducted. Each agreement, contract, obligation, plan or commitment that is The Contracts required to be disclosed in the Company TEAM Disclosure Schedule Letter pursuant to clauses (a) through (oj) above or pursuant to Section 2.9 3.9 and each agreement, any other “material contract, obligation, plan or commitment that is or is required to be filed with any Company SEC Report shall be referred to herein as a “Company Contract.” Each Company Contract is enforceable against the Company (except as such enforceability may be subject to laws term is defined in Item 601(b)(10) of general application relating to bankruptcyRegulation S-K promulgated by the SEC) of TEAM or any of its subsidiaries (collectively “TEAM Contracts”) are valid and in full force and effect, insolvency, and the relief of debtors and rules of law governing specific performance, injunctive relief, or other equitable remedies) and, except to the Company’s knowledge, is enforceable against the other party or parties thereto (except as extent that such enforceability may be subject to laws of general application relating to bankruptcy, insolvency, and the relief of debtors and rules of law governing specific performance, injunctive relief, or other equitable remedies). Except as invalidity would not be reasonably be expected likely to have a Material Adverse Effect on the Company, neither the Company TEAM. Neither TEAM nor any of its subsidiaries, nor to the CompanyTEAM’s knowledge, any other party thereto, is in material breach, violation or default underthereunder, and neither the Company TEAM nor any of its subsidiaries has received written notice alleging that it has materially breached, violated or defaulted under, any of the terms or conditions of any Company TEAM Contract in except for such breaches that would not be reasonably likely to have a manner as would permit any other party thereto to cancel or terminate any such Company Contract, or would permit any other party to seek damages or other remedies for any or all such alleged breaches, violations or defaultsMaterial Adverse Effect on TEAM.

Certain Agreements. Except as otherwise set forth filed by Vsource with the SEC prior to the date hereof, or listed in the applicable lettered subsection of Part 2.16 2.14 of the Company Vsource Disclosure ScheduleLetter, neither the Company Vsource nor any of its subsidiaries is a party to or is bound by: (a) any employment or consulting agreement or commitment Contract with any Employee employee or member of the CompanyVsource’s Board of Directors, providing other than those that are terminable by Vsource or any term of employment its subsidiaries on no more than thirty days’ notice without liability or compensation guarantee financial obligation, except to the extent general principles of wrongful termination law or good faith and fair dealing may limit Vsource’s or any of its subsidiaries’ ability to terminate employees at will, or any consulting agreement or any employment agreement that provides severance benefits or other benefits after the termination of employment or services of such person regardless of the reason for such termination, except as required by applicable lawContract; (b) any agreement or planContract, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement Contract of indemnification by the Company indemnification, any guaranty or any of its subsidiaries or any material guaranty by the Company or any of its subsidiaries, but excluding any agreement of indemnification and any guaranty entered into in connection with the distribution, sale or license of the Company’s or its subsidiaries’ products or services or the procurement of any third-party products or services, in each case in the ordinary course of business; (d) any loan agreement, promissory note or other instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, or otherwise in excess of $50,000otherwise; (ed) any agreement, obligation or commitment Contract containing covenants purporting to limit or that effectively limit the CompanyVsource’s or any of its subsidiaries’ freedom to compete in any line of business or in any geographic area (but excluding field of use, territorial and like limitations with respect to Intellectual Property licensed to the Company or any of its subsidiaries) or which that would so limit Parent, the Company Vsource or the Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (fe) any agreement or commitment Contract currently in force relating to the disposition or acquisition by the Company Vsource or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business and consistent with past practicebusiness, or pursuant to which the Company Vsource has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than the CompanyVsource’s subsidiaries; (f) any Contract with regard to the acquisition or licensing of any material Intellectual Property other than licenses, assignments, or other similar Contracts entered into the ordinary course of business consistent with past practice; (g) any licensingContract with any (i) officer, distribution(ii) director, resale (iii) holder of 5 percent or other agreementmore of the Vsource Capital Stock, contract or commitment with regard to the distribution(iv) subsidiary, sale in any case of (i), (ii) and (iv), of Vsource or licensing any subsidiary of any Company products under which the Company received in excess of $500,000 during the fiscal year ended September 30, 2006Vsource; (h) any agreement to forgive any indebtedness of any person to the Company executed but not fully-performed Contract providing for capital expenditures by Vsource or any of its subsidiaries in excess of $50,000; (i) any Real Estate Agreements;Contract pursuant to which the execution of this Agreement and the consummation of the transactions contemplated hereby (either alone or upon the occurrence of any additional or subsequent events) will constitute an event that will or may result in any material payment, acceleration, forgiveness of indebtedness, extension of the exercise period, posting, distribution, increase in benefits or obligation to fund benefits; or (j) any agreement pursuant to other Contract currently in effect, the cancellation of which the Company or any of its subsidiaries (A) has been granted license rights under any intellectual property rights of any third party that are material to the operation of its business (other than (i) licenses of off-the-shelf commercial software programs and (ii) non-disclosure agreements and other agreements entered into between the Company and its subsidiaries in the ordinary course of business); (B) incorporates any third-party intellectual property in any of its products; or (C) has granted to any third party would have a license of any Company Intellectual Property Rights owned by the Company or any of its subsidiaries or any license of source code (excluding customary source code escrow arrangements entered into in the ordinary course of business);Material Adverse Effect on Vsource. (k) any agreement obligating the Company or any of its subsidiaries to make aggregate payments in excess of $250,000 to any third party during the twelve-month period ending August 31, 2008 which is not terminable by the Company or any of its subsidiaries without penalty or further liability exceeding $50,000 upon 30 days’ notice or less (excluding Real Estate Agreements); (l) other than such agreements addressed by Section 2.16(g), any agreement pursuant to which the Company or any of its subsidiaries (A) reasonably expects to receive aggregate payments in excess of $250,000 during the twelve-month period ending August 31, 2008 or (B) reasonably expects to recognize revenue in such aggregate amount during such period; (m) any agreement or commitment with any affiliate of the Company; (n) any agreement or commitment providing for capital expenditures by the Company or any of its subsidiaries in excess of $250,000; or (o) any other agreement or commitment that is material to the business of the Company and its subsidiaries, taken as a whole, as presently conducted. Each agreement, contract, obligation, plan or commitment that is The Contracts required to be disclosed in the Company Vsource Disclosure Schedule Letter pursuant to clauses (a) through (oj) above or pursuant to Section 2.9 and each agreement, any other “material contract, obligation, plan or commitment that is or is required to be filed with any Company SEC Report shall be referred to herein as a “Company Contract.” Each Company Contract is enforceable against the Company (except as such enforceability may be subject to laws term is defined in Item 601(b)(10) of general application relating to bankruptcyregulation S-K of the SEC) of Vsource or any of its subsidiaries (collectively, insolvencythe “Vsource Contracts”) are valid and in full force and effect, and the relief of debtors and rules of law governing specific performance, injunctive relief, or other equitable remedies) and, except to the Company’s knowledge, is enforceable against the other party or parties thereto (except as extent that such enforceability may be subject to laws of general application relating to bankruptcy, insolvency, and the relief of debtors and rules of law governing specific performance, injunctive relief, or other equitable remedies). Except as invalidity would not be reasonably be expected likely to have a Material Adverse Effect on Vsource. Except as disclosed in Part 2.14 of the CompanyVsource Disclosure Letter, neither the Company Vsource nor any of its subsidiaries, nor to the CompanyVsource’s knowledge, any other party thereto, is in material breach, violation or default underthereunder, and neither the Company Vsource nor any of its subsidiaries has received written notice alleging that it has materially breached, violated or defaulted under, any of the terms or conditions of any Company Vsource Contract in except for such breaches that would not be reasonably likely to have a manner as would permit any other party thereto to cancel or terminate any such Company Contract, or would permit any other party to seek damages or other remedies for any or all such alleged breaches, violations or defaultsMaterial Adverse Effect on Vsource.

Certain Agreements. Except as otherwise set forth in the applicable lettered subsection of Part 2.16 2.14 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries is a party to or is bound by: (a) any employment or consulting agreement or commitment with any Employee employee or member of the Company’s 's Board of Directors, providing any term of employment service or compensation guarantee or any consulting agreement or any employment agreement that provides severance benefits or other benefits after the consummation of the Merger or after the termination of employment or services service of such person individual regardless of the reason for such terminationtermination of service, except as required by applicable law; (b) any agreement or plan, including any stock option plan, stock appreciation right plan, stock purchase plan or stock purchase planrepurchase agreement, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnification by the Company indemnification, any guaranty or any of its subsidiaries or any material guaranty by the Company or any of its subsidiaries, but excluding any agreement of indemnification and any guaranty entered into in connection with the distribution, sale or license of the Company’s or its subsidiaries’ products or services or the procurement of any third-party products or services, in each case in the ordinary course of business; (d) any loan agreement, promissory note or other instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, or otherwise in excess of $50,000otherwise; (ed) any nondisclosure agreement or any agreement, obligation or commitment containing covenants that purporting to limit or which effectively limit the Company’s 's or any of its subsidiaries’ ' freedom to compete in any line of business or in any geographic area (but excluding field of use, territorial and like limitations with respect to Intellectual Property licensed to the Company or any of its subsidiaries) or which would so limit Parent, the Company or the Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (fe) any agreement or commitment currently in force relating to the disposition or acquisition by the Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business and consistent with past practicebusiness, or pursuant to which the Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than the Company’s 's subsidiaries; (gf) any licensing, distribution, resale or other agreement, contract or commitment with regard to the acquisition, distribution, sale resale or licensing of any Company products under which material Intellectual Property other than licenses, distribution, resale agreements, advertising agreements, or other similar agreement entered into in the Company received in excess ordinary course of $500,000 during the fiscal year ended September 30, 2006business consistent with past practice; (hg) any agreement to forgive any indebtedness in excess of $35,000 of any person to the Company or any subsidiary; (h) agreement regarding the lease of its subsidiaries real property involving rental obligations in excess of $50,00035,000 per annum, or agreement regarding the purchase of real property; (i) any Real Estate Agreementsloan agreement, promissory note or other evidence of indebtedness for borrowed money; (j) any agreement pursuant to which the Company or any of its subsidiaries subsidiary (A) has been granted license rights under uses any intellectual property rights of any third party that are is material to the operation of its business (other than (i) licenses of off-the-shelf commercial software programs and (ii) non-disclosure agreements and other agreements entered into between the Company and its subsidiaries in the ordinary course of businesswith respect to which no future license or royalty payment will become due); , (B) incorporates any third-third party intellectual property in any of its products; or (C) has granted to any third party a an exclusive license of any Company Intellectual Property Rights owned by the Company or any license of its subsidiaries or any license of source code (excluding including customary source code escrow arrangements entered into in the ordinary course of business); (k) any agreement obligating the Company or any of its subsidiaries subsidiary to make aggregate payments in excess of $250,000 35,000 to any third party during the twelvetwo-month year period ending August December 31, 2008 2006, which is not terminable by the Company or any of its subsidiaries without penalty or further liability exceeding $50,000 35,000 upon 30 days’ ' notice or less (excluding Real Estate Agreements)less; (l) other than such agreements addressed by Section 2.16(g), any agreement pursuant to which the Company or any of its subsidiaries subsidiary (A) reasonably expects to receive aggregate payments in excess of $250,000 35,000 during the twelve-twelve month period ending August December 31, 2008 2005, or (B) reasonably expects to recognize revenue in such aggregate amount during such period; (m) any agreement or commitment with any affiliate of the Company; (n) any agreement or commitment currently in force providing for capital expenditures by the Company or any of its subsidiaries in excess of $250,00035,000; or (o) any other agreement or commitment currently in effect that is material to the business of the Company and Company's or its subsidiaries, taken as a whole, ' business as presently conducted. Each agreement, contract, obligation, plan or commitment that is required conducted and proposed to be disclosed in the Company Disclosure Schedule pursuant to clauses (a) through (o) above or pursuant to Section 2.9 and each agreement, contract, obligation, plan or commitment that is or is required to be filed with any Company SEC Report shall be referred to herein as a “Company Contractconducted.” Each Company Contract is enforceable against the Company (except as such enforceability may be subject to laws of general application relating to bankruptcy, insolvency, and the relief of debtors and rules of law governing specific performance, injunctive relief, or other equitable remedies) and, to the Company’s knowledge, is enforceable against the other party or parties thereto (except as such enforceability may be subject to laws of general application relating to bankruptcy, insolvency, and the relief of debtors and rules of law governing specific performance, injunctive relief, or other equitable remedies). Except as would not reasonably be expected to have a Material Adverse Effect on the Company, neither the Company nor any of its subsidiaries, nor to the Company’s knowledge, any other party thereto, is in breach, violation or default under, and neither the Company nor any of its subsidiaries has received written notice alleging that it has breached, violated or defaulted under, any of the terms or conditions of any Company Contract in such a manner as would permit any other party thereto to cancel or terminate any such Company Contract, or would permit any other party to seek damages or other remedies for any or all such alleged breaches, violations or defaults.

Certain Agreements. Except as otherwise set forth in the applicable lettered subsection of Part 2.16 2.14 of the Company Disclosure ScheduleLetter, neither the Company nor any of its subsidiaries is not a party to or is bound by: (a) any employment or consulting agreement or commitment Contract with any Employee employee or member of the Company’s Board of Directors, providing any term other than those that are terminable by Company on no more than thirty days notice without liability or financial obligation, except to the extent general principles of employment or compensation guarantee wrongful termination law may limit Company’s ability to terminate employees at will, or any consulting agreement or any employment agreement that provides severance benefits or other benefits after the termination of employment or services of such person regardless of the reason for such termination, except as required by applicable lawContract; (b) any agreement or planContract, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement Contract of indemnification by the Company indemnification, any guaranty or any of its subsidiaries or any material guaranty by the Company or any of its subsidiaries, but excluding any agreement of indemnification and any guaranty entered into in connection with the distribution, sale or license of the Company’s or its subsidiaries’ products or services or the procurement of any third-party products or services, in each case in the ordinary course of business; (d) any loan agreement, promissory note or other instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, or otherwise in excess of $50,000otherwise; (ed) any agreement, obligation or commitment Contract containing covenants that purporting to limit the or which effectively limit Company’s or any of its subsidiaries’ freedom to compete in any line of business or in any geographic area (but excluding field of use, territorial and like limitations with respect to Intellectual Property licensed to the Company or any of its subsidiaries) or which would so limit Parent, the Company or the Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (fe) any agreement or commitment Contract currently in force relating to the disposition or acquisition by the Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business and consistent with past practicebusiness, or pursuant to which the Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise enterprise; (f) any Contract with regard to the acquisition or licensing of any Intellectual Property Rights other than the Company’s subsidiariesstandard end user licenses, employee invention assignment agreements, or other similar Contracts entered into in the ordinary course of business consistent with past practice; (g) any licensing, distribution, resale or other agreement, contract or commitment Contract with regard to the distribution, sale or licensing any affiliate of any Company products under which the Company received in excess of $500,000 during the fiscal year ended September 30, 2006Company; (h) any agreement to forgive any indebtedness of any person to the Contract providing for capital expenditures by Company or any of its subsidiaries in excess of $50,000; (i) any Real Estate Agreements; (j) any agreement pursuant to which the Company or any of its subsidiaries (A) has been granted license rights under any intellectual property rights of any third party that are material to the operation of its business (other than (i) licenses of off-the-shelf commercial software programs and (ii) non-disclosure agreements and other agreements entered into between the Company and its subsidiaries Contract currently in the ordinary course of business); (B) incorporates any third-party intellectual property in any of its products; or (C) has granted to any third party a license of any Company Intellectual Property Rights owned by the Company or any of its subsidiaries or any license of source code (excluding customary source code escrow arrangements entered into in the ordinary course of business); (k) any agreement obligating the Company or any of its subsidiaries to make aggregate payments in excess of $250,000 to any third party during the twelve-month period ending August 31, 2008 which is not terminable by the Company or any of its subsidiaries without penalty or further liability exceeding $50,000 upon 30 days’ notice or less (excluding Real Estate Agreements); (l) other than such agreements addressed by Section 2.16(g), any agreement pursuant to which the Company or any of its subsidiaries (A) reasonably expects to receive aggregate payments in excess of $250,000 during the twelve-month period ending August 31, 2008 or (B) reasonably expects to recognize revenue in such aggregate amount during such period; (m) any agreement or commitment with any affiliate of the Company; (n) any agreement or commitment providing for capital expenditures by the Company or any of its subsidiaries in excess of $250,000; or (o) any other agreement or commitment effect that is material to the Company’s business of the Company and its subsidiaries, taken as a whole, as presently conducted and proposed to be conducted. Each agreement, contract, obligation, plan or commitment that is The Contracts required to be disclosed in the Company Disclosure Schedule Letter pursuant to clauses (a) through (oi) above or pursuant to Section 2.9 and each agreement, contract, obligation, plan or commitment that is or is are required to be filed with any Company SEC Report shall be referred to herein as a (“Company Contract.” Each Company Contract is enforceable against the Company (Contracts”) are valid and in full force and effect, except as such enforceability may be subject to laws of general application relating to bankruptcy, insolvency, and the relief of debtors and rules of law governing specific performance, injunctive relief, or other equitable remedies) and, to the Company’s knowledge, is enforceable against the other party or parties thereto (except as extent that such enforceability may be subject to laws of general application relating to bankruptcy, insolvency, and the relief of debtors and rules of law governing specific performance, injunctive relief, or other equitable remedies). Except as invalidity would not reasonably be expected material to have a Material Adverse Effect on the Company, neither the Company nor any of its subsidiaries. Neither Company, nor to the Company’s knowledge, any other party thereto, is in breach, violation or default under, and neither the Company nor any of its subsidiaries has received written notice alleging that it has breached, violated or defaulted underdefaulted, any of the terms or conditions of any Company Contract in such a manner as would permit any other party thereto be material to cancel or terminate any such Company Contract, or would permit any other party to seek damages or other remedies for any or all such alleged breaches, violations or defaultsCompany.

Certain Agreements. 3.11.1 Except as otherwise set forth in the applicable lettered subsection of Part 2.16 described on Section 3.11.1 of the Company Sunstate Disclosure Schedule, As of the date hereof, neither the Company Sunstate nor any either of its subsidiaries Sunstate's Subsidiaries is a party to any oral or is bound by: written (ai) any employment consulting or consulting similar agreement or commitment with any Employee present or member former director, officer or employee or any entity controlled by any such person not terminable on thirty days' or less notice involving the payment of not more than $25,000 per annum; (ii) agreement with any director, executive officer or other key employee the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving any such company of the Company’s Board of Directorsnature contemplated by this Agreement; (iii) agreement with respect to any director, executive officer or other key employee providing any term of employment or compensation guarantee extending for a period longer than one year and for the payment in excess of $100,000 per annum; or any consulting agreement or any employment agreement that provides severance benefits or other benefits after the termination of employment or services of such person regardless of the reason for such termination, except as required by applicable law; (biv) any agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;, except as set forth in Section 3.11.1 of the Disclosure Schedule. (c) any material agreement 3.11.2 Except as set forth in Section 3.11.2 of indemnification by the Company Sunstate Disclosure Schedule, neither Sunstate nor either of Sunstate's Subsidiaries is indebted for money borrowed, either directly or indirectly, from any of its subsidiaries officers, directors, or any material guaranty by the Company or Affiliate (as defined below), in any amount whatsoever, nor are any of its subsidiariesofficers, but excluding any agreement of indemnification and any guaranty entered into in connection with the distribution, sale or license of the Company’s or its subsidiaries’ products or services or the procurement of any third-party products or services, in each case in the ordinary course of business; (d) any loan agreement, promissory note or other instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional saledirectors, or otherwise in excess Affiliates indebted for money borrowed from such entity; nor are there any transactions of $50,000; (e) any agreement, obligation or commitment containing covenants that limit the Company’s or a continuing nature between such entity and any of its subsidiaries’ freedom officers, directors, or Affiliates (other than by or through the regular employment thereof) not subject to compete in any line cancellation which will continue beyond the Closing Date, including, without limitation, use of business Sunstate's, GHC's or in any geographic area (but excluding field SGHC's, respectively, assets for personal benefit with or without adequate compensation. For purposes of use, territorial and like limitations with respect to Intellectual Property licensed to the Company or any of its subsidiaries) or which would so limit Parentthis Agreement, the Company term "Affiliate" shall mean any person that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, the Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (f) any agreement or commitment currently in force relating to the disposition or acquisition by the Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not person specified. As used in the ordinary course foregoing definition, the term (i) "control" shall mean the power through the ownership of business voting securities, contract or otherwise to direct the affairs of another person and consistent with past practice(ii) "person" shall mean an individual, or pursuant to which the Company has any material ownership or participation interest in any firm, trust, association, corporation, partnership, joint venturegovernment (whether federal, strategic alliance state, local or other business enterprise other than the Company’s subsidiaries; (gsubdivision, or any agency or bureau of any of them) any licensing, distribution, resale or other agreement, contract or commitment with regard to the distribution, sale or licensing of any Company products under which the Company received in excess of $500,000 during the fiscal year ended September 30, 2006; (h) any agreement to forgive any indebtedness of any person to the Company or any of its subsidiaries in excess of $50,000; (i) any Real Estate Agreements; (j) any agreement pursuant to which the Company or any of its subsidiaries (A) has been granted license rights under any intellectual property rights of any third party that are material to the operation of its business (other than (i) licenses of off-the-shelf commercial software programs and (ii) non-disclosure agreements and other agreements entered into between the Company and its subsidiaries in the ordinary course of business); (B) incorporates any third-party intellectual property in any of its products; or (C) has granted to any third party a license of any Company Intellectual Property Rights owned by the Company or any of its subsidiaries or any license of source code (excluding customary source code escrow arrangements entered into in the ordinary course of business); (k) any agreement obligating the Company or any of its subsidiaries to make aggregate payments in excess of $250,000 to any third party during the twelve-month period ending August 31, 2008 which is not terminable by the Company or any of its subsidiaries without penalty or further liability exceeding $50,000 upon 30 days’ notice or less (excluding Real Estate Agreements); (l) other than such agreements addressed by Section 2.16(g), any agreement pursuant to which the Company or any of its subsidiaries (A) reasonably expects to receive aggregate payments in excess of $250,000 during the twelve-month period ending August 31, 2008 or (B) reasonably expects to recognize revenue in such aggregate amount during such period; (m) any agreement or commitment with any affiliate of the Company; (n) any agreement or commitment providing for capital expenditures by the Company or any of its subsidiaries in excess of $250,000; or (o) any other agreement or commitment that is material to the business of the Company and its subsidiaries, taken as a whole, as presently conducted. Each agreement, contract, obligation, plan or commitment that is required to be disclosed in the Company Disclosure Schedule pursuant to clauses (a) through (o) above or pursuant to Section 2.9 and each agreement, contract, obligation, plan or commitment that is or is required to be filed with any Company SEC Report shall be referred to herein as a “Company Contractentity.” Each Company Contract is enforceable against the Company (except as such enforceability may be subject to laws of general application relating to bankruptcy, insolvency, and the relief of debtors and rules of law governing specific performance, injunctive relief, or other equitable remedies) and, to the Company’s knowledge, is enforceable against the other party or parties thereto (except as such enforceability may be subject to laws of general application relating to bankruptcy, insolvency, and the relief of debtors and rules of law governing specific performance, injunctive relief, or other equitable remedies). Except as would not reasonably be expected to have a Material Adverse Effect on the Company, neither the Company nor any of its subsidiaries, nor to the Company’s knowledge, any other party thereto, is in breach, violation or default under, and neither the Company nor any of its subsidiaries has received written notice alleging that it has breached, violated or defaulted under, any of the terms or conditions of any Company Contract in such a manner as would permit any other party thereto to cancel or terminate any such Company Contract, or would permit any other party to seek damages or other remedies for any or all such alleged breaches, violations or defaults.

Certain Agreements. Except as otherwise set forth in the applicable lettered subsection of Part 2.16 2.14 of the Company Disclosure ScheduleLetter, neither the Company nor any of its subsidiaries is a party to or is bound by: (a) any employment or consulting agreement or commitment with any Employee employee or member of the Company’s 's Board of Directors, providing any term of employment that, individually or compensation guarantee in the aggregate, is material to Company, other than those that are terminable by Company or any consulting agreement of its subsidiaries on no more than thirty days notice without liability or financial obligation, except to the extent general principles of wrongful termination law may limit Company's or any employment agreement that provides severance benefits or other benefits after the termination of employment or services of such person regardless of the reason for such termination, except as required by applicable lawits subsidiaries' ability to terminate employees at will; (b) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnification by the Company guaranty or any of its subsidiaries or any material guaranty by the Company or any of its subsidiaries, but excluding any agreement of indemnification and any guaranty entered into in connection with the distribution, sale or license of the Company’s or its subsidiaries’ products or services or the procurement of any third-party products or services, in each case in the ordinary course of business; (d) any loan agreement, promissory note or other instrument evidencing indebtedness for borrowed money by way of direct loan, loan or sale of debt securities, purchase money obligation, conditional sale, or otherwise in excess of $50,000; (ed) any agreement, obligation or commitment containing covenants that purporting to limit or which effectively limit the Company’s 's or any of its subsidiaries’ ' freedom to compete in any line of business or in any geographic area (but excluding field of use, territorial and like limitations with respect to Intellectual Property licensed to the Company or any of its subsidiaries) or which would so limit Parent, the Company or the Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rightsthat would have a Material Adverse Effect on Company; (fe) any agreement or commitment currently in force relating to the disposition or acquisition by the Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business and consistent with past practicebusiness, or pursuant to which the Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than the Company’s 's subsidiaries; (f) any material agreement or commitment with SAIC other than the Corporate Services Agreement between Company and SAIC; or (g) any licensing, distribution, resale or other agreement, contract agreement or commitment with regard to the distribution, sale or licensing of any Company products under which the Company received currently in excess of $500,000 during the fiscal year ended September 30, 2006; (h) any agreement to forgive any indebtedness of any person to the force providing for capital expenditures by Company or any of its subsidiaries in excess of $50,000; (i) any Real Estate Agreements; (j) any agreement pursuant to which the Company or any of its subsidiaries (A) has been granted license rights under any intellectual property rights of any third party that are material to the operation of its business (other than (i) licenses of off-the-shelf commercial software programs and (ii) non-disclosure 5,000,000. The agreements and other agreements entered into between the Company and its subsidiaries in the ordinary course of business); (B) incorporates any third-party intellectual property in any of its products; or (C) has granted to any third party a license of any Company Intellectual Property Rights owned by the Company or any of its subsidiaries or any license of source code (excluding customary source code escrow arrangements entered into in the ordinary course of business); (k) any agreement obligating the Company or any of its subsidiaries to make aggregate payments in excess of $250,000 to any third party during the twelve-month period ending August 31, 2008 which is not terminable by the Company or any of its subsidiaries without penalty or further liability exceeding $50,000 upon 30 days’ notice or less (excluding Real Estate Agreements); (l) other than such agreements addressed by Section 2.16(g), any agreement pursuant to which the Company or any of its subsidiaries (A) reasonably expects to receive aggregate payments in excess of $250,000 during the twelve-month period ending August 31, 2008 or (B) reasonably expects to recognize revenue in such aggregate amount during such period; (m) any agreement or commitment with any affiliate of the Company; (n) any agreement or commitment providing for capital expenditures by the Company or any of its subsidiaries in excess of $250,000; or (o) any other agreement or commitment that is material to the business of the Company and its subsidiaries, taken as a whole, as presently conducted. Each agreement, contract, obligation, plan or commitment that is required to be disclosed in the Company Disclosure Schedule Letter pursuant to clauses (a) through (og) above or pursuant to Section 2.9 and each agreement, contract, obligation, plan or commitment that is or is are required to be filed with any Company Parent SEC Report shall be referred to herein as a “("Company Contract.” Each Company Contract is enforceable against the Company (Contracts") are valid and in full force and effect, except as such enforceability may be subject to laws of general application relating to bankruptcy, insolvency, and the relief of debtors and rules of law governing specific performance, injunctive relief, or other equitable remedies) and, to the Company’s knowledge, is enforceable against the other party or parties thereto (except as extent that such enforceability may be subject to laws of general application relating to bankruptcy, insolvency, and the relief of debtors and rules of law governing specific performance, injunctive relief, or other equitable remedies). Except as invalidity would not reasonably be expected to have a Material Adverse Effect on the Company, neither the . Neither Company nor any of its subsidiaries, nor to the Company’s 's knowledge, any other party thereto, is in breach, violation or default under, and neither the Company nor any of its subsidiaries has received written notice alleging that it has breached, violated or defaulted underdefaulted, any of the terms or conditions of any Company Contract in such a manner as would permit any other party thereto to cancel or terminate any such Company Contract, or would permit any other party to seek damages or other remedies for any or all such alleged breaches, violations or defaultshave a Material Adverse Effect on Company.

Certain Agreements. Except as otherwise set forth in the applicable lettered subsection of Part 2.16 2.14 of the Company Disclosure ScheduleLetter, neither the Company nor any of its subsidiaries is a party to or is bound by: (a) any employment or consulting agreement or commitment with any Employee employee or member of the Company’s 's Board of Directors, providing any term of employment or compensation guarantee or any consulting agreement or any employment agreement that provides severance benefits or other benefits after the termination of employment or services of such person employee regardless of the reason for such terminationtermination of employment, except as required by applicable law; (b) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnification by the Company indemnification, any guaranty or any of its subsidiaries or any material guaranty by the Company or any of its subsidiaries, but excluding any agreement of indemnification and any guaranty entered into in connection with the distribution, sale or license of the Company’s or its subsidiaries’ products or services or the procurement of any third-party products or services, in each case in the ordinary course of business; (d) any loan agreement, promissory note or other instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, or otherwise in excess of $50,000otherwise; (ed) any agreement, obligation or commitment containing covenants that purporting to limit or which effectively limit the Company’s 's or any of its subsidiaries’ ' freedom to compete in any line of business or in any geographic area (but excluding field of use, territorial and like limitations with respect to Intellectual Property licensed to the Company or any of its subsidiaries) or which would so limit Parent, the Company or the Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (fe) any agreement or commitment currently in force relating to the disposition or acquisition by the Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business and consistent with past practicebusiness, or pursuant to which the Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than the Company’s 's subsidiaries; (f) any contract for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments by the Company or its subsidiaries of $25,000 or more; (g) any licensingsales, distribution, resale distribution or other agreementsimilar agreement providing for the sale by the Company or its subsidiaries of materials, contract products, supplies, goods, services, equipment or commitment with regard other assets providing for annual payments to the distribution, sale Company or licensing of any Company products under which the Company received in excess its subsidiaries of $500,000 during the fiscal year ended September 30, 200625,000 or more; (h) any agreement to forgive any indebtedness of any person to the Company or any of its subsidiaries in excess of $50,000; (i) any Real Estate Agreements; (j) any agreement pursuant to which the Company or any of its subsidiaries (A) has been granted license rights under any intellectual property rights of any third party that are material to the operation of its business (other than (i) licenses of off-the-shelf commercial software programs and (ii) non-disclosure agreements and other agreements entered into between the Company and its subsidiaries in the ordinary course of business); (B) incorporates any third-party intellectual property in any of its products; or (C) has granted to any third party a license of any Company Intellectual Property Rights owned by the Company or any of its subsidiaries or any license of source code (excluding customary source code escrow arrangements entered into in the ordinary course of business); (k) any agreement obligating the Company or any of its subsidiaries to make aggregate payments in excess of $250,000 to any third party during the twelve-month period ending August 31, 2008 which is not terminable by the Company or any of its subsidiaries without penalty or further liability exceeding $50,000 upon 30 days’ notice or less (excluding Real Estate Agreements); (l) other than such agreements addressed by Section 2.16(g), any agreement pursuant to which the Company or any of its subsidiaries (A) reasonably expects to receive aggregate payments in excess of $250,000 during the twelve-month period ending August 31, 2008 or (B) reasonably expects to recognize revenue in such aggregate amount during such period; (m) any agreement or commitment with any affiliate of the Company;; or (ni) any agreement or commitment currently in force providing for capital expenditures by the Company or any of its subsidiaries in excess of $250,000; or (o) any other agreement or commitment that is material to the business of the Company and its subsidiaries, taken as a whole, as presently conducted25,000. Each agreement, contract, obligation, plan or commitment agreement that is required to be disclosed in the Company Disclosure Schedule Letter pursuant to clauses (a) through (oi) above or pursuant to Section 2.9 and each agreement, contract, obligation, plan or commitment agreement that is or is currently in force and required to be filed with any Company SEC Report shall be referred to herein as a “Company Contract.” "COMPANY CONTRACT". Each Company Contract is enforceable against the Company (except as such enforceability may be subject to laws of general application relating to bankruptcy, insolvency, valid and the relief of debtors in full force and rules of law governing specific performance, injunctive relief, or other equitable remedies) and, to the Company’s knowledge, is enforceable against the other party or parties thereto (except as such enforceability may be subject to laws of general application relating to bankruptcy, insolvency, and the relief of debtors and rules of law governing specific performance, injunctive relief, or other equitable remedies)effect. Except as would not reasonably be expected to have a Material Adverse Effect on the Company, neither Neither the Company nor any of its subsidiaries, nor to the Company’s 's knowledge, any other party thereto, is in material breach, violation or default under, and neither the Company nor any of its subsidiaries has received written notice alleging that it has materially breached, violated or defaulted under, any of the terms or conditions of any Company Contract in such a manner as would permit any other party thereto to cancel or terminate any such Company Contract, or would permit any other party to seek material damages or other remedies for any or all such alleged breaches, violations violations, or defaults.

Certain Agreements. Except for those Contracts filed as otherwise set forth in exhibits or appendices to any of the applicable lettered subsection of Company SEC Reports, Part 2.16 2.14 of the Company Disclosure Schedule, neither Letter (which is divided into subsections referenced to the Company nor any clauses below) sets forth a complete list of its subsidiaries is a party to or is bound byeach of the following Contracts of Company: (a) any employment or consulting agreement or commitment Contract with any Employee or employee, member of the Company’s Board of Directors, providing any term of employment or compensation guarantee contractor, other than those that are terminable by Company on no more than thirty days notice without liability or any consulting agreement or any employment agreement that provides severance benefits or other benefits after the termination of employment or services of such person regardless of the reason for such termination, except as required by applicable lawfinancial obligation; (b) any agreement or planContract, including any material severance agreement, stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnification by the Company guaranty or any of its subsidiaries instrument evidencing indebtedness for borrowed money or any material guaranty by the Company or any Contract of its subsidiariesindemnification, but excluding any agreement of indemnification and any guaranty entered into in connection with the distribution, sale or license of the other than Company’s or its subsidiaries’ products or services or the procurement standard Intellectual Property indemnification provided in Company’s standard Contracts for sale, licensing and/or distribution of any third-party products or Company Products and services, in each case and Company Intellectual Property (copies of which has been provided to Parent), from which there has been no material deviation, and Company’s standard Intellectual Property indemnification agreement in the ordinary course of businessform provided to Parent; (d) any loan agreement, promissory note or other instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional saleContract containing covenants purporting to limit, or otherwise in excess of $50,000; (e) any agreementwhich would limit, obligation or commitment containing covenants that limit the Company’s or any of its subsidiaries’ freedom to compete in any line of business or business, in any segment of the market, in any geographic area (but excluding field area, during any period of use, territorial and like limitations time or with respect to Intellectual Property licensed to the Company or any class of its subsidiaries) customers, or which would so limit Parent, the Company or the Surviving Corporation or any of its their subsidiaries after the Effective Time Time, or which would limit the granting any exclusive Intellectual Property license, distribution rights or other exclusive rights; (fe) any agreement or commitment Contract currently in force relating to the disposition or acquisition by the Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business and consistent with past practicebusiness, or pursuant to which the Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise enterprise; (f) any Contract with regard to the acquisition or licensing of any material Intellectual Property other than the Company’s subsidiariesstandard form Contracts with respect to the acquisition, sale, distribution and/or licensing of such Intellectual Property in the form provided to Parent, from which there has been no material deviation; (g) any licensingContract with any current (i) officer of Company, distribution, resale (ii) director of Company or other agreement, contract (iii) holder of 5% or commitment with regard to more of the distribution, sale or licensing capital stock of any Company products under which the Company received in excess of $500,000 during the fiscal year ended September 30, 2006Company; (h) any agreement to forgive any indebtedness of any person to the executed but not fully performed Contract providing for capital expenditures by Company or any of its subsidiaries in excess of $50,00025,000; (i) any Real Estate Agreementsdealer, distributor, joint marketing or development Contract, under which Company has continuing obligations or costs in excess of $50,000 per year pursuant to the written terms of the Contract, other than those obligations that are terminable by Company on no more than 30 days notice without liability or financial obligation to Company; (j) any agreement pursuant to which the Company or has continuing obligations to jointly develop any of its subsidiaries Intellectual Property; (Ak) has been granted license rights under any intellectual property rights of Contract to provide source code to any third party that are material to the operation of its business for any product or technology; (other than l) any Contract (i) licenses containing any support or maintenance obligation on the part of off-the-shelf commercial software programs and Company outside of the ordinary course of business consistent with past practice or (ii) non-disclosure containing any service obligation or cost on the part of Company in excess of $50,000, other than those obligations that are terminable by Company on no more than 30 days notice without liability or financial obligation to Company; (m) (whether or not listed under clause (l) above) any Contract with EDS (i) containing any support or maintenance obligation on the part of Company or (ii) containing any service obligation on the part of Company (defined above as a “Scheduled EDS Contract”); (n) any Contract with any third party to integrate and distribute the products, services or technology of Company with such third party’s products or services; (o) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit in excess of $50,000, other than accounts receivables and other agreements entered into between the Company and its subsidiaries payables in the ordinary course of business); (B) incorporates any third-party intellectual property in any of its products; or (C) has granted to any third party a license of any Company Intellectual Property Rights owned by the Company or any of its subsidiaries or any license of source code (excluding customary source code escrow arrangements entered into in the ordinary course of business); (kp) any agreement obligating settlement agreements entered into with Employees within three years prior to the Company or any of its subsidiaries to make aggregate date hereof involving payments in excess of $250,000 100,000 and any other settlement agreement entered into within three years prior to any third party during the twelve-month period ending August 31, 2008 which is not terminable by the Company or any of its subsidiaries without penalty or further liability exceeding $50,000 upon 30 days’ notice or less (excluding Real Estate Agreements); (l) other than such agreements addressed by Section 2.16(g), any agreement pursuant to which the Company or any of its subsidiaries (A) reasonably expects to receive aggregate date hereof involving payments in excess of $250,000 during the twelve-month period ending August 31, 2008 or (B) reasonably expects to recognize revenue in such aggregate amount during such period50,000; (mq) any agreement Contract or commitment with pursuant to which Company is obligated to pay in the future in excess of $50,000 in any affiliate of the one year period, other than those obligations that are terminable by Company on no more than 30 days notice without liability or financial obligation to Company; (n) any agreement or commitment providing for capital expenditures by the Company or any of its subsidiaries in excess of $250,000; or (or) any other agreement Contract that has a value of $50,000 or commitment that is material to the business of the Company and its subsidiaries, taken as a whole, as presently conducted. Each agreement, contract, obligation, plan or commitment that is required to be disclosed more in the Company Disclosure Schedule pursuant to any individual case not described in clauses (a) through (op) above or pursuant to Section 2.9 and each agreement, above; or (s) any other “material contract, obligation, plan or commitment that is or is required to be filed with any Company SEC Report shall be referred to herein ” (as a “Company Contract.” Each Company Contract is enforceable against defined in Item 601(b)(10) of Regulation S-K of the Company (except as such enforceability may be subject to laws of general application relating to bankruptcy, insolvency, and the relief of debtors and rules of law governing specific performance, injunctive relief, SEC) or other equitable remedies) andmaterial Contract currently in effect, to the Company’s knowledge, is enforceable against the other party cancellation or parties thereto (except as such enforceability may be subject to laws breach of general application relating to bankruptcy, insolvency, and the relief of debtors and rules of law governing specific performance, injunctive relief, or other equitable remedies). Except as which would not reasonably be expected to have a Material Adverse Effect on Company or materially impact any right to use any third party Intellectual Property. The Contracts required to be disclosed in the Company Disclosure Letter pursuant to clauses (a) through (s) above or pursuant to Section 2.9 or required to be filed as exhibits or appendices to any Company SEC Report (“Company Contracts”) are valid and in full force and effect with respect to Company, neither the Company nor any of its subsidiaries, nor except to the extent that such invalidity would not be material to Company’s knowledge, any other party thereto, . Company is not in material breach, violation or default under, and neither the Company nor any of its subsidiaries has not received written notice alleging that it has materially breached, violated or defaulted underdefaulted, any of the terms or conditions of any Company Contract Contracts. Except as disclosed in such a manner as would permit any other party thereto Part 2.14 of the Company Disclosure Letter, none of the Company Contracts (i) are terminable for convenience or (ii) require Company to cancel refund part or terminate any all of the fees paid to Company under such Company Contract, Contracts upon a termination thereof or would permit any other party the making of a claim for indemnification thereunder or pursuant to seek damages or other remedies for any or all such alleged breaches, violations or defaultsthe provisions of an express warranty thereunder.

Certain Agreements. Except as otherwise set forth in the applicable lettered subsection of Part 2.16 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries is a party to or is bound by: (a) any employment or consulting agreement or commitment with any Employee or member of the Company’s Board of Directors, providing any term of employment or compensation guarantee or any consulting agreement or any employment agreement that provides severance benefits or other benefits after the termination of employment or services of such person regardless of the reason for such termination, except as required by applicable law; (b) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnification by the Company or any of its subsidiaries or any material guaranty by the Company or any of its subsidiaries, but excluding any agreement of indemnification and any guaranty entered into in connection with the distribution, sale or license of the Company’s or its subsidiaries’ products or services or the procurement of any third-party products or services, in each case in the ordinary course of business; (d) any loan agreement, promissory note or other instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, or otherwise in excess of $50,000; (e) any agreement, obligation or commitment containing covenants that limit the Company’s or any of its subsidiaries’ freedom to compete in any line of business or in any geographic area (but excluding field of use, territorial and like limitations with respect to Intellectual Property licensed to the Company or any of its subsidiaries) or which would so limit Parent, the Company or the Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (f) any agreement or commitment currently in force relating to the disposition or acquisition by the Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business and consistent with past practice, or pursuant to which the Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than the Company’s subsidiaries; (g) any licensing, distribution, resale or other agreement, contract or commitment with regard to the distribution, sale or licensing of any Company products under which the Company received in excess of $500,000 1,000,000 during the fiscal year ended September March 30, 20062007; (h) any agreement to forgive any indebtedness of any person to the Company or any of its subsidiaries in excess of $50,000; (i) any Real Estate Agreements; (j) any agreement pursuant to which the Company or any of its subsidiaries (A) has been granted license rights under any intellectual property rights of any third party that are material to the operation of its business (other than (i) licenses of off-the-shelf commercial software programs and (ii) non-disclosure agreements and other agreements entered into between the Company and its subsidiaries in the ordinary course of business); (B) incorporates any third-party intellectual property in any of its products; or (C) has granted to any third party a an exclusive license of any Company Intellectual Property Rights owned by the Company or any of its subsidiaries or any license of source code (excluding customary source code escrow arrangements entered into in the ordinary course of business); (k) any agreement obligating the Company or any of its subsidiaries to make aggregate payments in excess of $250,000 to any third party during the twelve-month period ending August 31June 30, 2008 which is not terminable by the Company or any of its subsidiaries without penalty or further liability exceeding $50,000 upon 30 days’ notice or less (excluding Real Estate Agreements); (l) other than such agreements addressed by Section 2.16(g), any agreement pursuant to which the Company or any of its subsidiaries (A) reasonably expects to receive aggregate payments in excess of $250,000 during the twelve-month period ending August 31June 30, 2008 or (B) reasonably expects to recognize revenue in such aggregate amount during such period; (m) any agreement or commitment with any affiliate of the Company; (n) any agreement or commitment providing for capital expenditures by the Company or any of its subsidiaries in excess of $250,000; or (o) any other agreement or commitment that is material to the business of the Company and its subsidiaries, taken as a whole, as presently conducted. Each agreement, contract, obligation, plan or commitment that is required to be disclosed in the Company Disclosure Schedule pursuant to clauses (a) through (op) above or pursuant to Section 2.9 and each agreement, contract, obligation, plan or commitment that is or is required to be filed with any Company SEC Report shall be referred to herein as a “Company Contract.” Each Company Contract is enforceable against the Company (except as such enforceability may be subject to laws of general application relating to bankruptcy, insolvency, and the relief of debtors and rules of law governing specific performance, injunctive relief, or other equitable remedies) and, to the Company’s knowledge, is enforceable against the other party or parties thereto (except as such enforceability may be subject to laws of general application relating to bankruptcy, insolvency, and the relief of debtors and rules of law governing specific performance, injunctive relief, or other equitable remedies). Except as would not reasonably be expected to have a Material Adverse Effect on the Company, neither the Company nor any of its subsidiaries, nor to the Company’s knowledge, any other party thereto, is in breach, violation or default under, and neither the Company nor any of its subsidiaries has received written notice alleging that it has breached, violated or defaulted under, any of the terms or conditions of any Company Contract in such a manner as would permit any other party thereto to cancel or terminate any such Company Contract, or would permit any other party to seek damages or other remedies for any or all such alleged breaches, violations or defaults.

Certain Agreements. Except as otherwise set forth in the applicable lettered subsection of Part 2.16 3.13 of the Company Parent Disclosure Schedule, neither the Company Parent nor any of its subsidiaries is a party to or is bound by: (a) any employment or consulting agreement or commitment with any Employee employee or member of the Company’s Parent's Board of Directors, providing any term of employment service or compensation guarantee or any consulting agreement or any employment agreement that provides severance benefits or other benefits after the consummation of the Merger or after the termination of employment or services service of such person individual regardless of the reason for such terminationtermination of service, except as required by applicable law; (b) any agreement or plan, including any stock option plan, stock appreciation right plan, stock purchase plan or stock purchase planrepurchase agreement, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnification by the Company indemnification, any guaranty or any of its subsidiaries or any material guaranty by the Company or any of its subsidiaries, but excluding any agreement of indemnification and any guaranty entered into in connection with the distribution, sale or license of the Company’s or its subsidiaries’ products or services or the procurement of any third-party products or services, in each case in the ordinary course of business; (d) any loan agreement, promissory note or other instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, or otherwise in excess of $50,000otherwise; (ed) any nondisclosure agreement or any agreement, obligation or commitment containing covenants that purporting to limit or which effectively limit the Company’s Parent's or any of its subsidiaries’ ' freedom to compete in any line of business or in any geographic area (but excluding field of use, territorial and like limitations with respect to Intellectual Property licensed to the Company or any of its subsidiaries) or which would so limit Parent, the Company or the Surviving Corporation Parent or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (fe) any agreement or commitment currently in force relating to the disposition or acquisition by the Company Parent or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business and consistent with past practicebusiness, or pursuant to which the Company Parent has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than the Company’s Parent's subsidiaries; (gf) any licensing, distribution, resale or other agreement, contract or commitment with regard to the acquisition, distribution, sale resale or licensing of any Company products under which material Intellectual Property other than licenses, distribution, resale agreements, advertising agreements, or other similar agreement entered into in the Company received ordinary course of business consistent with past practice; (g) agreement to forgive any indebtedness in excess of $500,000 during 35,000 of any person to the fiscal year ended September 30, 2006Parent or any subsidiary; (h) any agreement to forgive any indebtedness regarding the lease of any person to the Company or any of its subsidiaries real property involving rental obligations in excess of $50,00035,000 per annum, or agreement regarding the purchase of real property; (i) any Real Estate Agreementsloan agreement, promissory note or other evidence of indebtedness for borrowed money; (j) any agreement pursuant to which the Company Parent or any of its subsidiaries subsidiary (A) has been granted license rights under uses any intellectual property rights of any third party that are is material to the operation of its business (other than (i) licenses of off-the-shelf commercial software programs and (ii) non-disclosure agreements and other agreements entered into between the Company and its subsidiaries in the ordinary course of businesswith respect to which no future license or royalty payment will become due); , (B) incorporates any third-third party intellectual property in any of its products; or (C) has granted to any third party a an exclusive license of any Company Parent Intellectual Property Rights owned by the Company or any of its subsidiaries Parent or any license of its source code (excluding including customary source code escrow arrangements entered into in the ordinary course of business); (k) any agreement obligating the Company Parent or any of its subsidiaries subsidiary to make aggregate payments in excess of $250,000 35,000 to any third party during the twelvetwo-month year period ending August December 31, 2008 2006 which is not terminable by the Company or any of its subsidiaries Parent without penalty or further liability exceeding $50,000 35,000 upon 30 days’ ' notice or less (excluding Real Estate Agreements)less; (l) other than such agreements addressed by Section 2.16(g), any agreement pursuant to which the Company Parent or any of its subsidiaries subsidiary (A) reasonably expects to receive aggregate payments in excess of $250,000 35,000 during the twelve-twelve month period ending August December 31, 2008 2005, or (B) reasonably expects to recognize revenue in such aggregate amount during such period; (m) any agreement or commitment with any affiliate of the CompanyParent; (n) any agreement or commitment currently in force providing for capital expenditures by the Company Parent or any of its subsidiaries in excess of $250,00035,000; or (o) any other agreement or commitment currently in effect that is material to the business of the Company and Parent's or its subsidiaries, taken as a whole, ' business as presently conducted. Each agreement, contract, obligation, plan or commitment that is required conducted and proposed to be disclosed in the Company Disclosure Schedule pursuant to clauses (a) through (o) above or pursuant to Section 2.9 and each agreement, contract, obligation, plan or commitment that is or is required to be filed with any Company SEC Report shall be referred to herein as a “Company Contractconducted.” Each Company Contract is enforceable against the Company (except as such enforceability may be subject to laws of general application relating to bankruptcy, insolvency, and the relief of debtors and rules of law governing specific performance, injunctive relief, or other equitable remedies) and, to the Company’s knowledge, is enforceable against the other party or parties thereto (except as such enforceability may be subject to laws of general application relating to bankruptcy, insolvency, and the relief of debtors and rules of law governing specific performance, injunctive relief, or other equitable remedies). Except as would not reasonably be expected to have a Material Adverse Effect on the Company, neither the Company nor any of its subsidiaries, nor to the Company’s knowledge, any other party thereto, is in breach, violation or default under, and neither the Company nor any of its subsidiaries has received written notice alleging that it has breached, violated or defaulted under, any of the terms or conditions of any Company Contract in such a manner as would permit any other party thereto to cancel or terminate any such Company Contract, or would permit any other party to seek damages or other remedies for any or all such alleged breaches, violations or defaults.

Certain Agreements. Except as otherwise set forth in the applicable lettered subsection of Part 2.16 3.13 of the Company Parent Disclosure Schedule, neither the Company Parent nor any of its subsidiaries is a party to or is bound by: (a) any employment or consulting agreement or commitment with any Employee employee or member of the CompanyParent’s Board of Directors, providing any term of employment service or compensation guarantee or any consulting agreement or any employment agreement that provides severance benefits or other benefits after the consummation of the Merger or after the termination of employment or services service of such person individual regardless of the reason for such terminationtermination of service, except as required by applicable law; (b) any agreement or plan, including any stock option plan, stock appreciation right plan, stock purchase plan or stock purchase planrepurchase agreement, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnification by the Company indemnification, any guaranty or any of its subsidiaries or any material guaranty by the Company or any of its subsidiaries, but excluding any agreement of indemnification and any guaranty entered into in connection with the distribution, sale or license of the Company’s or its subsidiaries’ products or services or the procurement of any third-party products or services, in each case in the ordinary course of business; (d) any loan agreement, promissory note or other instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, or otherwise in excess of $50,000otherwise; (ed) any nondisclosure agreement or any agreement, obligation or commitment containing covenants that purporting to limit or which effectively limit the CompanyParent’s or any of its subsidiaries’ freedom to compete in any line of business or in any geographic area (but excluding field of use, territorial and like limitations with respect to Intellectual Property licensed to the Company or any of its subsidiaries) or which would so limit Parent, the Company or the Surviving Corporation Parent or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (fe) any agreement or commitment currently in force relating to the disposition or acquisition by the Company Parent or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business and consistent with past practicebusiness, or pursuant to which the Company Parent has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than the CompanyParent’s subsidiaries; (gf) any licensing, distribution, resale or other agreement, contract or commitment with regard to the acquisition, distribution, sale resale or licensing of any Company products under which material Intellectual Property other than licenses, distribution, resale agreements, advertising agreements, or other similar agreement entered into in the Company received ordinary course of business consistent with past practice; (g) agreement to forgive any indebtedness in excess of $500,000 during 35,000 of any person to the fiscal year ended September 30, 2006Parent or any subsidiary; (h) any agreement to forgive any indebtedness regarding the lease of any person to the Company or any of its subsidiaries real property involving rental obligations in excess of $50,00035,000 per annum, or agreement regarding the purchase of real property; (i) any Real Estate Agreementsloan agreement, promissory note or other evidence of indebtedness for borrowed money; (j) any agreement pursuant to which the Company Parent or any of its subsidiaries subsidiary (A) has been granted license rights under uses any intellectual property rights of any third party that are is material to the operation of its business (other than (i) licenses of off-the-shelf commercial software programs and (ii) non-disclosure agreements and other agreements entered into between the Company and its subsidiaries in the ordinary course of businesswith respect to which no future license or royalty payment will become due); , (B) incorporates any third-third party intellectual property in any of its products; or (C) has granted to any third party a an exclusive license of any Company Parent Intellectual Property Rights owned by the Company or any of its subsidiaries Parent or any license of its source code (excluding including customary source code escrow arrangements entered into in the ordinary course of business); (k) any agreement obligating the Company Parent or any of its subsidiaries subsidiary to make aggregate payments in excess of $250,000 35,000 to any third party during the twelvetwo-month year period ending August December 31, 2008 2006 which is not terminable by the Company or any of its subsidiaries Parent without penalty or further liability exceeding $50,000 35,000 upon 30 days’ notice or less (excluding Real Estate Agreements)less; (l) other than such agreements addressed by Section 2.16(g), any agreement pursuant to which the Company Parent or any of its subsidiaries subsidiary (A) reasonably expects to receive aggregate payments in excess of $250,000 35,000 during the twelve-twelve month period ending August December 31, 2008 2005, or (B) reasonably expects to recognize revenue in such aggregate amount during such period; (m) any agreement or commitment with any affiliate of the CompanyParent; (n) any agreement or commitment currently in force providing for capital expenditures by the Company Parent or any of its subsidiaries in excess of $250,00035,000; or (o) any other agreement or commitment currently in effect that is material to the business of the Company and Parent’s or its subsidiaries, taken as a whole, ’ business as presently conducted and proposed to be conducted. Each agreement, contract, obligation, plan or commitment agreement that is required to be disclosed in the Company Parent Disclosure Schedule pursuant to clauses (a) through (o) above or pursuant to Section 2.9 3.8 and each agreement, contract, obligation, plan or commitment agreement that is or is required to be filed with any Company Parent SEC Report shall be referred to herein as a “Company Parent Contract.” Each Company Parent Contract is enforceable against valid and in full force and effect. Neither the Company (except as such enforceability may be subject to laws of general application relating to bankruptcy, insolvency, and the relief of debtors and rules of law governing specific performance, injunctive relief, or other equitable remedies) and, to the Company’s knowledge, is enforceable against the other party or parties thereto (except as such enforceability may be subject to laws of general application relating to bankruptcy, insolvency, and the relief of debtors and rules of law governing specific performance, injunctive relief, or other equitable remedies). Except as would not reasonably be expected to have a Material Adverse Effect on the Company, neither the Company Parent nor any of its subsidiaries, nor to the CompanyParent’s knowledge, any other party thereto, is in material breach, violation or default under, and neither the Company Parent nor any of its subsidiaries has received written notice alleging that it has breached, violated or defaulted under, any of the terms or conditions of any Company Parent Contract in such a manner as would permit any other party thereto to cancel or terminate any such Company Parent Contract, seek a refund of amounts paid under any such Parent Contract, make any warranty claim under any such Parent Contract, or would permit any other party to seek material damages or other remedies for any or all such alleged breaches, violations violations, or defaults.

Certain Agreements. Except as otherwise set forth in the applicable lettered subsection of Part 2.16 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries is a party to or is bound by: (a) any employment or consulting agreement or commitment with any Employee or member of the Company’s 's Board of Directors, providing any term of employment or compensation guarantee or any consulting agreement or any employment agreement that provides severance benefits or other benefits after the termination of employment or services of such person regardless of the reason for such termination, except as required by applicable law; (b) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnification by the Company or any of its subsidiaries or any material guaranty by the Company or any of its subsidiaries, but excluding any agreement of indemnification and any guaranty entered into in connection with the distribution, sale or license of the Company’s 's or its subsidiaries’ ' products or services or the procurement of any third-party products or services, in each case in the ordinary course of business; (d) any loan agreement, promissory note or other instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, or otherwise in excess of $50,000; (e) any agreement, obligation or commitment containing covenants that limit the Company’s 's or any of its subsidiaries’ ' freedom to compete in any line of business or in any geographic area (but excluding field of use, territorial and like limitations with respect to Intellectual Property licensed to the Company or any of its subsidiaries) or which would so limit Parent, the Company or the Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (f) any agreement or commitment currently in force relating to the disposition or acquisition by the Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business and consistent with past practice, or pursuant to which the Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than the Company’s 's subsidiaries; (g) any licensing, distribution, resale or other agreement, contract or commitment with regard to the distribution, sale or licensing of any Company products under which the Company received in excess of $500,000 1,000,000 during the fiscal year ended September March 30, 20062007; (h) any agreement to forgive any indebtedness of any person to the Company or any of its subsidiaries in excess of $50,000; (i) any Real Estate Agreements; (j) any agreement pursuant to which the Company or any of its subsidiaries (A) has been granted license rights under any intellectual property rights of any third party that are material to the operation of its business (other than (i) licenses of off-the-shelf commercial software programs and (ii) non-disclosure agreements and other agreements entered into between the Company and its subsidiaries in the ordinary course of business); (B) incorporates any third-party intellectual property in any of its products; or (C) has granted to any third party a an exclusive license of any Company Intellectual Property Rights owned by the Company or any of its subsidiaries or any license of source code (excluding customary source code escrow arrangements entered into in the ordinary course of business); (k) any agreement obligating the Company or any of its subsidiaries to make aggregate payments in excess of $250,000 to any third party during the twelve-month period ending August 31June 30, 2008 which is not terminable by the Company or any of its subsidiaries without penalty or further liability exceeding $50,000 upon 30 days’ ' notice or less (excluding Real Estate Agreements); (l) other than such agreements addressed by Section 2.16(g), any agreement pursuant to which the Company or any of its subsidiaries (A) reasonably expects to receive aggregate payments in excess of $250,000 during the twelve-month period ending August 31June 30, 2008 or (B) reasonably expects to recognize revenue in such aggregate amount during such period; (m) any agreement or commitment with any affiliate of the Company; (n) any agreement or commitment providing for capital expenditures by the Company or any of its subsidiaries in excess of $250,000; or (o) any other agreement or commitment that is material to the business of the Company and its subsidiaries, taken as a whole, as presently conducted. Each agreement, contract, obligation, plan or commitment that is required to be disclosed in the Company Disclosure Schedule pursuant to clauses (a) through (op) above or pursuant to Section 2.9 and each agreement, contract, obligation, plan or commitment that is or is required to be filed with any Company SEC Report shall be referred to herein as a “Company Contract"COMPANY CONTRACT.” " Each Company Contract is enforceable against the Company (except as such enforceability may be subject to laws of general application relating to bankruptcy, insolvency, and the relief of debtors and rules of law governing specific performance, injunctive relief, or other equitable remedies) and, to the Company’s 's knowledge, is enforceable against the other party or parties thereto (except as such enforceability may be subject to laws of general application relating to bankruptcy, insolvency, and the relief of debtors and rules of law governing specific performance, injunctive relief, or other equitable remedies). Except as would not reasonably be expected to have a Material Adverse Effect on the Company, neither the Company nor any of its subsidiaries, nor to the Company’s 's knowledge, any other party thereto, is in breach, violation or default under, and neither the Company nor any of its subsidiaries has received written notice alleging that it has breached, violated or defaulted under, any of the terms or conditions of any Company Contract in such a manner as would permit any other party thereto to cancel or terminate any such Company Contract, or would permit any other party to seek damages or other remedies for any or all such alleged breaches, violations or defaults.

Certain Agreements. Except as otherwise set forth in the applicable lettered subsection of Part 2.16 As of the Company Disclosure Scheduledate hereof, neither the Company nor any of its subsidiaries is a party to or is bound by: (a) any Any employment or consulting agreement or commitment with any Employee officer, employee or member of the Company’s 's Board of Directors, providing any term of employment that, individually or compensation guarantee in the aggregate, is material to the Company, other than those that are terminable by Company or any consulting agreement of its subsidiaries on no more than 30 days notice without liability or financial obligation, except to the extent general principles of law may limit the Company's or any employment agreement that provides severance benefits or other benefits after the termination of employment or services of such person regardless of the reason for such termination, except as required by applicable lawits subsidiaries' ability to terminate employees at will; (b) any Any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the Transaction Option Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or the Transaction Option Agreement; (c) any Any material agreement of indemnification by the Company guaranty or any of its subsidiaries or any material guaranty by the Company or any of its subsidiaries, but excluding any agreement of indemnification and any guaranty entered into in connection with the distribution, sale or license of the Company’s or its subsidiaries’ products or services or the procurement of any third-party products or services, in each case in the ordinary course of business; (d) any loan agreement, promissory note or other instrument evidencing indebtedness for borrowed money by way of direct loan, loan or sale of debt securities, purchase money obligation, conditional sale, or otherwise in excess of $50,000; (ed) any Any material agreement, obligation or commitment containing covenants that purporting to limit or which effectively limit the Company’s 's or any of its subsidiaries’ ' freedom to compete in any line of business or in any geographic area (but excluding field of use, territorial and like limitations with respect to Intellectual Property licensed to the Company or any of its subsidiaries) or which would so limit Parent, the Company or the Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rightsTime; (fe) any Any agreement or commitment currently in force relating to the disposition or acquisition by the Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business and consistent with past practice, or pursuant to which the Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than the Company’s 's subsidiaries;; or (gf) any licensing, distribution, resale or other agreement, contract or commitment with regard to the distribution, sale or licensing of any Company products under which the Company received in excess of $500,000 during the fiscal year ended September 30, 2006; (h) any agreement to forgive any indebtedness of any person to the Company or any of its subsidiaries in excess of $50,000; (i) any Real Estate Agreements; (j) any agreement pursuant to which the Company or any of its subsidiaries (A) has been granted license rights under any intellectual property rights of any third party that are material to the operation of its business (other than (i) licenses of off-the-shelf commercial software programs and (ii) non-disclosure agreements and other agreements entered into between the Company and its subsidiaries in the ordinary course of business); (B) incorporates any third-party intellectual property in any of its products; or (C) has granted to any third party a license of any Company Intellectual Property Rights owned by the Company or any of its subsidiaries or any license of source code (excluding customary source code escrow arrangements entered into in the ordinary course of business); (k) any agreement obligating the Company or any of its subsidiaries to make aggregate payments in excess of $250,000 to any third party during the twelve-month period ending August 31, 2008 which is not terminable by the Company or any of its subsidiaries without penalty or further liability exceeding $50,000 upon 30 days’ notice or less (excluding Real Estate Agreements); (l) other than such agreements addressed by Section 2.16(g), any agreement pursuant to which the Company or any of its subsidiaries (A) reasonably expects to receive aggregate payments in excess of $250,000 during the twelve-month period ending August 31, 2008 or (B) reasonably expects to recognize revenue in such aggregate amount during such period; (m) any Any agreement or commitment with any affiliate of the Company; (n) any agreement or commitment currently in force providing for capital expenditures by the Company or any of its subsidiaries in excess of $250,000; or (o) any other agreement or commitment that is material to the business of the Company and its subsidiaries, taken as a whole, as presently conducted100,000. Each agreement, contract, obligation, plan or commitment that is The agreements required to be disclosed in the Company Disclosure Schedule pursuant to clauses (a) through (of) above or pursuant to Section 2.9 and each agreement, contract, obligation, plan 3.9 or commitment that is or is are required to be filed with any Company SEC Report shall be referred to herein as a “("Company Contract.” Each Company Contract is enforceable against the Company (Contracts") are valid and in full force and effect, except as such enforceability may be subject to laws of general application relating to bankruptcy, insolvency, and the relief of debtors and rules of law governing specific performance, injunctive relief, or other equitable remedies) and, to the Company’s knowledge, is enforceable against the other party or parties thereto (except as extent that such enforceability may be subject to laws of general application relating to bankruptcy, insolvency, and the relief of debtors and rules of law governing specific performance, injunctive relief, or other equitable remedies). Except as invalidity would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on to the Company, neither . Neither the Company nor any of its subsidiaries, nor to the Company’s 's knowledge, any other party thereto, is in breach, violation or default under, and neither the Company nor any of its subsidiaries has received written notice alleging that it has breached, violated or defaulted underdefaulted, any of the terms or conditions of any Company Contract in such a manner as would permit any other party thereto reasonably be expected to cancel have, individually or terminate any such Company Contractin the aggregate, or would permit any other party to seek damages or other remedies for any or all such alleged breaches, violations or defaultsa Material Adverse Effect on the Company.

Certain Agreements. Except as otherwise set forth in the applicable lettered subsection of Part 2.16 2.14 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries is a party to or is bound by: (a) any employment or consulting agreement or commitment with any Employee employee or member of the Company’s Board of Directors, providing any term of employment service or compensation guarantee or any consulting agreement or any employment agreement that provides severance benefits or other benefits after the consummation of the Merger or after the termination of employment or services service of such person individual regardless of the reason for such terminationtermination of service, except as required by applicable law; (b) any agreement or plan, including any stock option plan, stock appreciation right plan, stock purchase plan or stock purchase planrepurchase agreement, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnification by the Company indemnification, any guaranty or any of its subsidiaries or any material guaranty by the Company or any of its subsidiaries, but excluding any agreement of indemnification and any guaranty entered into in connection with the distribution, sale or license of the Company’s or its subsidiaries’ products or services or the procurement of any third-party products or services, in each case in the ordinary course of business; (d) any loan agreement, promissory note or other instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, or otherwise in excess of $50,000otherwise; (ed) any nondisclosure agreement or any agreement, obligation or commitment containing covenants that purporting to limit or which effectively limit the Company’s or any of its subsidiaries’ freedom to compete in any line of business or in any geographic area (but excluding field of use, territorial and like limitations with respect to Intellectual Property licensed to the Company or any of its subsidiaries) or which would so limit Parent, the Company or the Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (fe) any agreement or commitment currently in force relating to the disposition or acquisition by the Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business and consistent with past practicebusiness, or pursuant to which the Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than the Company’s subsidiaries; (gf) any licensing, distribution, resale or other agreement, contract or commitment with regard to the acquisition, distribution, sale resale or licensing of any Company products under which material Intellectual Property other than licenses, distribution, resale agreements, advertising agreements, or other similar agreement entered into in the Company received in excess ordinary course of $500,000 during the fiscal year ended September 30, 2006business consistent with past practice; (hg) any agreement to forgive any indebtedness in excess of $35,000 of any person to the Company or any subsidiary; (h) agreement regarding the lease of its subsidiaries real property involving rental obligations in excess of $50,00035,000 per annum, or agreement regarding the purchase of real property; (i) any Real Estate Agreementsloan agreement, promissory note or other evidence of indebtedness for borrowed money; (j) any agreement pursuant to which the Company or any of its subsidiaries subsidiary (A) has been granted license rights under uses any intellectual property rights of any third party that are is material to the operation of its business (other than (i) licenses of off-the-shelf commercial software programs and (ii) non-disclosure agreements and other agreements entered into between the Company and its subsidiaries in the ordinary course of businesswith respect to which no future license or royalty payment will become due); , (B) incorporates any third-third party intellectual property in any of its products; or (C) has granted to any third party a an exclusive license of any Company Intellectual Property Rights owned by the Company or any license of its subsidiaries or any license of source code (excluding including customary source code escrow arrangements entered into in the ordinary course of business); (k) any agreement obligating the Company or any of its subsidiaries subsidiary to make aggregate payments in excess of $250,000 35,000 to any third party during the twelvetwo-month year period ending August December 31, 2008 2006, which is not terminable by the Company or any of its subsidiaries without penalty or further liability exceeding $50,000 35,000 upon 30 days’ notice or less (excluding Real Estate Agreements)less; (l) other than such agreements addressed by Section 2.16(g), any agreement pursuant to which the Company or any of its subsidiaries subsidiary (A) reasonably expects to receive aggregate payments in excess of $250,000 35,000 during the twelve-twelve month period ending August December 31, 2008 2005, or (B) reasonably expects to recognize revenue in such aggregate amount during such period; (m) any agreement or commitment with any affiliate of the Company; (n) any agreement or commitment currently in force providing for capital expenditures by the Company or any of its subsidiaries in excess of $250,00035,000; or (o) any other agreement or commitment currently in effect that is material to the business of the Company and Company’s or its subsidiaries, taken as a whole, ’ business as presently conducted and proposed to be conducted. Each agreement, contract, obligation, plan or commitment agreement that is required to be disclosed in the Company Disclosure Schedule pursuant to clauses (a) through (o) above or pursuant to Section 2.9 and each agreement, contract, obligation, plan or commitment that is or is required to be filed with any Company SEC Report shall be referred to herein as a “Company Contract.” Each Company Contract is enforceable against the Company (except as such enforceability may be subject to laws of general application relating to bankruptcy, insolvency, valid and the relief of debtors in full force and rules of law governing specific performance, injunctive relief, or other equitable remedies) and, to the Company’s knowledge, is enforceable against the other party or parties thereto (except as such enforceability may be subject to laws of general application relating to bankruptcy, insolvency, and the relief of debtors and rules of law governing specific performance, injunctive relief, or other equitable remedies)effect. Except as would not reasonably be expected to have a Material Adverse Effect on the Company, neither Neither the Company nor any of its subsidiaries, nor to the Company’s knowledge, any other party thereto, is in material breach, violation or default under, and neither the Company nor any of its subsidiaries has received written notice alleging that it has breached, violated or defaulted under, any of the terms or conditions of any Company Contract in such a manner as would permit any other party thereto to cancel or terminate any such Company Contract, seek a refund of amounts paid under any such Company Contract, make any warranty claim under any such Company Contract, or would permit any other party to seek material damages or other remedies for any or all such alleged breaches, violations violations, or defaults.

Certain Agreements. Except as otherwise set forth in the applicable lettered subsection of Part 2.16 As of the Company Disclosure Scheduledate hereof, except as disclosed in ------------------ the Company's SEC Reports and the documents filed as exhibits thereto, neither the Company nor any of its subsidiaries is a party to or is bound by: (a) Except as set forth on Section 3.13 of the Company Disclosure Schedule, any employment or consulting agreement or commitment with any Employee officer, employee or member of the Company’s Board of Directors, providing any term Directors of employment or compensation guarantee the Company or any consulting agreement of its subsidiaries, that is not terminable by Company or any employment agreement that provides severance benefits of its subsidiaries on no more than 30 days notice without liability or other benefits after the termination of employment or services of such person regardless of the reason for such terminationfinancial obligation, except as required by applicable lawto the extent general principles of law may limit the Company's or any of its subsidiaries' ability to terminate employees at will; (b) Except as set forth on Section 3.13 of the Company Disclosure Schedule, any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, the Transaction Option Agreement or the Stockholders' Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, the Transaction Option Agreement or the Stockholders' Agreement; (c) any material agreement Except as set forth on Section 3.13 of indemnification by the Company or any of its subsidiaries or Disclosure Schedule, any material guaranty by the Company or any of its subsidiaries, but excluding any agreement of indemnification and any guaranty entered into in connection with the distribution, sale or license of the Company’s or its subsidiaries’ products or services or the procurement of any third-party products or services, in each case in the ordinary course of business; (d) any loan agreement, promissory note or other instrument evidencing indebtedness for borrowed money by way of direct loan, loan or sale of debt securities, purchase money obligation, conditional sale, or otherwise in excess of $50,000; (ed) any Any material agreement, obligation or commitment containing covenants that purporting to limit or which effectively limit the Company’s 's or any of its subsidiaries’ ' freedom to compete in any line of business or in any geographic area (but excluding field of use, territorial and like limitations with respect to Intellectual Property licensed to the Company or any of its subsidiaries) or which would so limit Parent, the Company or the Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rightsTime; (fe) any Any agreement or commitment currently in force relating to the disposition or acquisition by the Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business and consistent with past practice, or pursuant to which the Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than the Company’s 's subsidiaries; (gf) any licensing, distribution, resale or other agreement, contract or commitment with regard to the distribution, sale or licensing of any Company products under which the Company received in excess of $500,000 during the fiscal year ended September 30, 2006; (h) any agreement to forgive any indebtedness of any person to the Company or any of its subsidiaries in excess of $50,000; (i) any Real Estate Agreements; (j) any agreement pursuant to which the Company or any of its subsidiaries (A) has been granted license rights under any intellectual property rights of any third party that are material to the operation of its business (other than (i) licenses of off-the-shelf commercial software programs and (ii) non-disclosure agreements and other agreements entered into between the Company and its subsidiaries in the ordinary course of business); (B) incorporates any third-party intellectual property in any of its products; or (C) has granted to any third party a license of any Company Intellectual Property Rights owned by the Company or any of its subsidiaries or any license of source code (excluding customary source code escrow arrangements entered into in the ordinary course of business); (k) any agreement obligating the Company or any of its subsidiaries to make aggregate payments in excess of $250,000 to any third party during the twelve-month period ending August 31, 2008 which is not terminable by the Company or any of its subsidiaries without penalty or further liability exceeding $50,000 upon 30 days’ notice or less (excluding Real Estate Agreements); (l) other than such agreements addressed by Section 2.16(g), any agreement pursuant to which the Company or any of its subsidiaries (A) reasonably expects to receive aggregate payments in excess of $250,000 during the twelve-month period ending August 31, 2008 or (B) reasonably expects to recognize revenue in such aggregate amount during such period; (m) any Any agreement or commitment with any affiliate of the Company; (n) any agreement or commitment currently in force providing for capital expenditures by the Company or any of its subsidiaries in excess of $250,000; or (og) any other Any agreement or commitment that is material with respect to the business payment of the Company legal, accounting or other third-party fees, other than on a time and its subsidiaries, taken as disbursements basis and payable on a whole, as presently conductedcurrent month-to-month basis. Each agreement, contract, obligation, plan or commitment that is The agreements required to be disclosed in the Company Disclosure Schedule pursuant to clauses (a) through (og) above or pursuant to Section 2.9 and each agreement, contract, obligation, plan 3.9 or commitment that is or is are required to be filed with any Company SEC Report shall be referred to herein as a “("Company Contract.” Each Company Contract is enforceable against the Company (Contracts") are valid ----------------- and in full force and effect, except as such enforceability may be subject to laws of general application relating to bankruptcy, insolvency, and the relief of debtors and rules of law governing specific performance, injunctive relief, or other equitable remedies) and, to the Company’s knowledge, is enforceable against the other party or parties thereto (except as extent that such enforceability may be subject to laws of general application relating to bankruptcy, insolvency, and the relief of debtors and rules of law governing specific performance, injunctive relief, or other equitable remedies). Except as would invalidity could not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on to the Company, neither . Neither the Company nor any of its subsidiaries, nor to the Company’s 's knowledge, any other party thereto, is in breach, violation or default under, and neither the Company nor any of its subsidiaries has received written notice alleging that it has breached, violated or defaulted underdefaulted, any of the terms or conditions of any Company Contract in such a manner as would permit any other party thereto could reasonably be expected to cancel have, individually or terminate any such Company Contractin the aggregate, or would permit any other party to seek damages or other remedies for any or all such alleged breaches, violations or defaultsa Material Adverse Effect on the Company.