Common use of Certain Agreements Clause in Contracts

Certain Agreements. Other than the Related Agreements, except as otherwise set forth in Part 3.14 of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries is a party to or is bound by: (a) other than as disclosed in Part 3.12 of the Parent Disclosure Letter, any employment agreement or commitment with any officer or member of Parent's Board of Directors, other than those that are terminable by Parent or any 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 of its subsidiaries' ability to terminate employees at will, or any consulting agreement; (b) any material agreement of indemnification, any material guaranty or any material instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities or purchase money obligation; (c) any agreement or obligation containing covenants purporting to limit or which effectively limit the Parent's or any of its subsidiaries' freedom to compete in any line of business or in any geographic area or which would so limit Parent or Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (d) any agreement or obligation currently in force relating to the disposition or acquisition by 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, or pursuant to which Parent has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Parent's subsidiaries; (e) any agreement or obligation currently in force to provide source code to any third party for any product or technology; (f) any agreement or obligation with any affiliate of Parent; or (g) any agreement or commitment currently in force requiring capital expenditures by Parent or its subsidiaries in excess of $1,000,000. The agreements required to be disclosed in the Parent Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 3.9 or 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. Neither Parent nor any of its subsidiaries, nor to Parent's knowledge, any other party thereto, is in breach, violation or default under, and neither Parent nor any of its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions of any Parent Contract in such a manner as would have a Material Adverse Effect on Parent.

Certain Agreements. Other than the Related Agreements, except as otherwise set forth in Part 3.14 2.14 of the Parent Company Disclosure Letter, neither Parent Company nor any of its subsidiaries is a party to or is bound by: (a) other than as disclosed in Part 3.12 2.12 of the Parent Company Disclosure Letter, any employment agreement or commitment with any officer or member of ParentCompany's Board of Directors, other than those that are terminable by Parent Company or any 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 ParentCompany's or any of its subsidiaries' ability to terminate employees at will, or any consulting agreement; (b) any material agreement of indemnification, any material guaranty or any material instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities or purchase money obligation; (c) any agreement or obligation containing covenants purporting to limit or which effectively limit the ParentCompany's or any of its subsidiaries' freedom to compete in any line of business or in any geographic area or which would so limit Parent Company or Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (d) any agreement or obligation currently in force relating to the disposition or acquisition by Parent 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, or pursuant to which Parent Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than ParentCompany's subsidiaries; (e) other than Company's standard source code escrow agreement for the benefit of Company's customers (in the form provided to Parent), any agreement or obligation currently in force to provide source code to any third party for any product or technology; (f) any agreement or obligation with any affiliate of ParentCompany; or (g) any agreement or commitment obligation currently in force requiring annual capital expenditures by Parent Company or its subsidiaries in excess of $1,000,000. The agreements required to be disclosed in the Parent Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 3.9 2.9 or filed with any Parent Company SEC Report ("PARENT COMPANY CONTRACTS") are valid and in full force and effect, except to the extent that such invalidity would not have a Material Adverse Effect on ParentCompany. Neither Parent Company nor any of its subsidiaries, nor to ParentCompany's knowledge, any other party thereto, is in breach, violation or default under, and neither Parent Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions of any Parent Company Contract in such a manner as would have a Material Adverse Effect on ParentCompany.

Certain Agreements. Other than (i) this Agreement, (ii) the Related AgreementsAmended and Restated Common Stock and Warrant Agreement, dated as of the date of this Agreement, between Parent and UHC (the "UHC AGREEMENT"), (iii) the Outsourcing Agreement, and other related agreements, except as otherwise set forth in Part 3.14 of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries is a party to or is bound by: (a) other than as disclosed in Part 3.12 of the Parent Disclosure Letter, any employment agreement or commitment with any officer or member of Parent's Board of Directors, other than those that are terminable by Parent or any 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 of its subsidiaries' ability to terminate employees at will, or any consulting agreement; (b) any material agreement of indemnification, any material guaranty or any material instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities or purchase money obligation; (c) any agreement or obligation containing covenants purporting to limit or which effectively limit the Parent's or any of its subsidiaries' freedom to compete in any line of business or in any geographic area or which would so limit Parent or Surviving Corporation or any of its subsidiaries after the Effective Time Closing or granting any exclusive distribution or other exclusive rights; (d) any agreement or obligation currently in force relating to the disposition or acquisition by 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, or pursuant to which Parent has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Parent's subsidiaries; (e) any agreement or obligation currently in force to provide source code to any third party for any product or technology; (f) any agreement or obligation with any affiliate of Parent; or (g) any agreement or commitment currently in force requiring providing for capital expenditures by Parent or its subsidiaries in excess of $1,000,000. The agreements required to be disclosed in the Parent Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 3.9 or 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. Neither Parent nor any of its subsidiaries, nor to Parent's knowledge, any other party thereto, is in breach, violation or default under, and neither Parent nor any of its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions of any Parent Contract in such a manner as would have a Material Adverse Effect on Parent.

Certain Agreements. Other than the Related Agreements, except Except as otherwise set forth in Part 3.14 2.14 of the Parent ------------------ Company Disclosure Letter, neither Parent Company nor any of its subsidiaries is a party to or is bound by: (a) other than as disclosed in Part 3.12 of the Parent Disclosure Letter, any employment or consulting agreement or commitment with any officer employee or member of ParentCompany's Board of Directors, that, individually or in the aggregate, is material to Company, other than those that are terminable by Parent Company or any 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 ParentCompany's or any of its subsidiaries' ability to terminate employees at will, or any consulting agreement; (b) any material agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of indemnificationthe 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 guaranty or any material instrument evidencing indebtedness for borrowed money by way of direct loan, loan or sale of debt securities or purchase money obligationsecurities; (cd) any agreement agreement, obligation or obligation commitment containing covenants purporting to limit or which effectively limit the ParentCompany's or any of its subsidiaries' freedom to compete in any line of business or in any geographic area or which would so limit Parent Company or 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; (de) any agreement or obligation commitment currently in force relating to the disposition or acquisition by Parent 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, or pursuant to which Parent Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than ParentCompany's subsidiaries; (e) any agreement or obligation currently in force to provide source code to any third party for any product or technology; (f) any material agreement or obligation commitment with any affiliate of ParentSAIC other than the Corporate Services Agreement between Company and SAIC; or (g) any agreement or commitment currently in force requiring providing for capital expenditures by Parent Company or its subsidiaries in excess of $1,000,0005,000,000. The agreements required to be disclosed in the Parent Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 3.9 2.9 or are required to be filed with any Parent SEC Report ("PARENT CONTRACTSCompany Contracts") are valid and in full force and effect, except to the extent that such invalidity would not have a Material Adverse Effect on ParentCompany. Neither Parent Company nor any of its subsidiaries, nor to ParentCompany's knowledge, any other party thereto, is in breach, violation or default under, and neither Parent Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions of any Parent Company Contract in such a manner as would have a Material Adverse Effect on ParentCompany.

Certain Agreements. Other than the Related Agreements, and except as otherwise set forth in Part 3.14 2.14 of the Parent Healthvision Disclosure Letter, neither Parent Healthvision nor any of its subsidiaries is a party to or is bound by: (a) other than as disclosed in Part 3.12 2.12 of the Parent Healthvision Disclosure Letter, any employment agreement or commitment with any officer or member of ParentHealthvision's Board of Directors, other than those that are terminable by Parent Healthvision or any 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 ParentHealthvision's or any of its subsidiaries' ability to terminate employees at will, or any consulting agreement; (b) any material agreement of indemnification, any material guaranty or any material instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities or purchase money obligation; (c) any agreement or obligation containing covenants purporting to limit or which effectively limit the ParentHealthvision's or any of its subsidiaries' or any of their respective employee's freedom to compete in any line of business or in any geographic area or which would so limit Parent Healthvision or Surviving Corporation or any such employee or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (d) any agreement or obligation currently in force relating to the disposition or acquisition by Parent Healthvision or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business, or pursuant to which Parent Healthvision has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than ParentHealthvision's subsidiaries; (e) any agreement or obligation currently in force to provide source code to any third party for any product or technology; (f) any agreement or obligation with any affiliate of ParentHealthvision; or (g) any agreement or commitment obligation currently in force requiring providing for annual capital expenditures by Parent Healthvision or its subsidiaries in excess of $1,000,000500,000. The agreements required to be disclosed in the Parent Healthvision Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 3.9 or filed with any Parent SEC Report 2.9 (collectively "PARENT HEALTHVISION CONTRACTS") are valid and in full force and effect, except to the extent that such invalidity would not have a Material Adverse Effect on ParentHealthvision. Neither Parent Healthvision nor any of its subsidiaries, nor to ParentHealthvision's knowledge, any other party thereto, is in breach, violation or default under, and neither Parent Healthvision nor any of its subsidiaries has received written notice or is aware that it has breached, violated or defaulted, any of the terms or conditions of any Parent Healthvision Contract in such a manner as would have a Material Adverse Effect on ParentHealthvision.

Certain Agreements. Other than the Related Agreements, except as otherwise set forth in Part 3.14 of the Parent Neoforma Disclosure Letter, neither Parent Neoforma nor any of its subsidiaries is a party to or is bound by: (a) other than as disclosed in Part 3.12 of the Parent Neoforma Disclosure Letter, any employment agreement or commitment with any officer or member of ParentNeoforma's Board of Directors, other than those that are terminable by Parent Neoforma or any 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 ParentNeoforma's or any of its subsidiaries' ability to terminate employees at will, or any consulting agreement; (b) any material agreement of indemnification, any material guaranty or any material instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities or purchase money obligation; (c) any agreement or obligation containing covenants purporting to limit or which effectively limit the ParentNeoforma's or any of its subsidiaries' freedom to compete in any line of business or in any geographic area or which would so limit Parent Neoforma or Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (d) any agreement or obligation currently in force relating to the disposition or acquisition by Parent Neoforma or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business, or pursuant to which Parent Neoforma has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than ParentNeoforma's subsidiaries; (e) any agreement or obligation currently in force to provide source code to any third party for any product or technology; (f) any agreement or obligation with any affiliate of ParentNeoforma; or (g) any agreement or commitment currently in force requiring providing for capital expenditures by Parent Neoforma or its subsidiaries in excess of $1,000,000. The agreements required to be disclosed in the Parent Neoforma Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 3.9 or filed with any Parent Neoforma SEC Report ("PARENT NEOFORMA CONTRACTS") are valid and in full force and effect, except to the extent that such invalidity would not have a Material Adverse Effect on ParentNeoforma. Neither Parent Neoforma nor any of its subsidiaries, nor to ParentNeoforma's knowledge, any other party thereto, is in breach, violation or default under, and neither Parent Neoforma nor any of its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions of any Parent Neoforma Contract in such a manner as would have a Material Adverse Effect on ParentNeoforma.

Certain Agreements. Other than the Related Agreements, except Except as otherwise set forth in Part 3.14 of the Parent Disclosure LetterLetter or in the Parent SEC Reports, neither Parent nor any of its subsidiaries is a party to or is bound by: (a) other than as disclosed in Part 3.12 of the Parent Disclosure Letter, any employment or consulting agreement or commitment with any officer employee of the HostPro Business or member of Parent's Board of Directors, that, individually or in the aggregate, is material to the HostPro Business, other than those that are terminable by 58 Parent or any 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 of its subsidiaries' ability to terminate employees at will, or any consulting agreement; (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 indemnificationindemnification for any employees of the HostPro Business, any material guaranty or any material instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities or securities, purchase money obligation, conditioned sale, or otherwise that is material to the HostPro Business; (cd) any agreement agreement, obligation or obligation commitment containing covenants purporting to limit or which effectively limit the Parent's or any of its subsidiaries' freedom to compete in any line of business the HostPro Business or in any geographic area or which would so limit Parent or 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 (de) any agreement or obligation commitment currently in force relating to the disposition or acquisition by Parent or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of businessbusiness (other than in connection with the Contemplated Parent Changes (and in that connection, a copy of the MTI Sales Agreement has been provided to Company), or pursuant to which Parent has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Parent's subsidiaries; (e) any agreement or obligation currently in force to provide source code to any third party for any product or technology;; or (f) any agreement or obligation commitment with any affiliate of Parentthe Parent that is material to the HostPro Business; or (g) any agreement or commitment related to the HostPro Business currently in force requiring providing for capital expenditures by Parent or its subsidiaries in excess of $1,000,000250,000.00. The agreements required to be disclosed in the Parent Disclosure Letter pursuant to clauses (a) through (g) 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. Neither Except as disclosed pursuant to clauses (a) through (g) above or pursuant to Section 2.9 or as disclosed in the Parent SEC Reports, neither Parent nor any of its subsidiaries, nor to Parent's knowledge, any other party thereto, is in breach, violation or default under, and neither Parent nor any of its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions of any Parent Contract in such a manner as would have a Material Adverse Effect on Parent.

Certain Agreements. Other than the Related Agreements, except Except as otherwise set forth in Part 3.14 the applicable lettered subsection of the Parent Company Disclosure LetterSchedule, neither Parent the Company nor any of its subsidiaries is a party to or is bound by: (a) other than as disclosed in Part 3.12 of the Parent Disclosure Letter, any employment or consulting agreement or commitment with any officer employee or member of Parent's the Company’s Board of Directors, other than those that are terminable by Parent providing any term of employment or any 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 of its subsidiaries' ability to terminate employees at will, compensation guarantee or any consulting agreementagreement or any employment agreement that provides severance benefits or other benefits after the termination of employment of such employee regardless of the reason for such termination of employment, except as required by applicable law; (b) any material 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 agreement of indemnification, any material guaranty or any material instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities or securities, purchase money obligation, conditional sale, or otherwise; (cd) any agreement agreement, obligation or obligation commitment containing covenants purporting to limit or which effectively limit the Parent's Company’s or any of its subsidiaries' ’ freedom to compete in any line of business or in any geographic area or which would so limit Parent 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; (de) any agreement or obligation commitment currently in force relating to the disposition or acquisition by Parent 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, or pursuant to which Parent the Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Parent's the Company’s subsidiaries; (e) any agreement or obligation currently in force to provide source code to any third party for any product or technology; (f) any licensing, distribution, resale or other agreement, contract or commitment with regard to the acquisition, distribution, resale or licensing of any Intellectual Property Rights other than licenses, distribution, resale agreements, advertising agreements, or other similar agreement entered into in the ordinary course of business consistent with past practice; (g) agreement to forgive any indebtedness in excess of $5,000 of any person to the Company or any subsidiary; (h) agreement regarding the lease of real property involving rental obligations in excess of $50,000 per annum, or agreement regarding the purchase of real property; (i) loan agreement, promissory note or other evidence of indebtedness for borrowed money; (j) agreement pursuant to which the Company or any subsidiary (A) uses any intellectual property of any third party that is material to the operation of its business (other than off-the-shelf commercial software programs with respect to which no future license or royalty payment will become due), (B) incorporates any third party intellectual property in any of its products; or (C) has granted to any third party an exclusive license of any Intellectual Property Rights owned by the Company or any license of its source code (including customary source code escrow arrangements entered into in the ordinary course of business); (k) agreement obligating the Company or any subsidiary to make aggregate payments in excess of $50,000 to any third party during the two-year period ending June 30, 2006; (l) agreement pursuant to which the Company or any subsidiary (A) reasonably expects to receive aggregate payments in excess of $100,000 during the two year period ending June 30, 2006 or (B) reasonably expects to recognize revenue in such aggregate amount during such two year period; (m) agreement or obligation commitment with any affiliate of Parent; orthe Company; (gn) any agreement or commitment currently in force requiring providing for capital expenditures by Parent the Company or its subsidiaries in excess of $1,000,00050,000; or (o) any other agreement or commitment currently in effect that is material to the Company’s or its subsidiaries’ business as presently conducted and proposed to be conducted. The agreements Each agreement that is required to be disclosed in the Parent Company Disclosure Letter Schedule pursuant to clauses (a) through (go) above or pursuant to Section 3.9 or 2.9 and each agreement that is required to be filed with any Parent Company SEC Report ("PARENT CONTRACTS") are shall be referred to herein as a “Company Contract.” Each Company Contract is valid and in full force and effect, except to the extent that such invalidity would not have a Material Adverse Effect on Parent. Neither Parent the Company nor any of its subsidiaries, nor to Parent's the Company’s knowledge, any other party thereto, is in breach, violation or default under, and neither Parent the Company nor any of its subsidiaries has received written notice alleging that it has breached, violated or defaulteddefaulted under, any of the terms or conditions of any Parent Company Contract in such a manner as would have a Material Adverse Effect on Parentpermit 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, or defaults.

Certain Agreements. Other than the Related Agreements, except Except as otherwise set forth in the applicable lettered subsection of Part 3.14 2.14 of the Parent Company Disclosure LetterSchedule, neither Parent the Company nor any of its subsidiaries is a party to or is bound by: (a) other than as disclosed in Part 3.12 of the Parent Disclosure Letter, any employment or consulting agreement or commitment with any officer employee or member of Parent's the Company’s Board of Directors, other than those that are terminable by Parent providing any term of employment or any 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 of its subsidiaries' ability to terminate employees at will, compensation guarantee or any consulting agreementagreement or any employment agreement that provides severance benefits or other benefits after the termination of employment of such employee regardless of the reason for such termination of employment, except as required by applicable law; (b) any material 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 Table of Contents 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 agreement of indemnification, any material guaranty or any material instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities or securities, purchase money obligation, conditional sale, or otherwise; (cd) any agreement agreement, obligation or obligation commitment containing covenants purporting to limit or which effectively limit the Parent's Company’s or any of its subsidiaries' ’ freedom to compete in any line of business or in any geographic area or which would so limit Parent 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; (de) any agreement or obligation commitment currently in force relating to the disposition or acquisition by Parent 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, or pursuant to which Parent the Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Parent's the Company’s subsidiaries; (e) any agreement or obligation currently in force to provide source code to any third party for any product or technology; (f) any licensing, distribution, resale or other agreement, contract or commitment with regard to the acquisition, distribution, resale or licensing of any material Intellectual Property other than licenses, distribution, resale agreements, advertising agreements, or other similar agreement entered into in the ordinary course of business consistent with past practice; (g) agreement to forgive any indebtedness in excess of $5,000 of any person to the Company or any subsidiary; (h) agreement regarding the lease of real property involving rental obligations in excess of $50,000 per annum, or agreement regarding the purchase of real property; (i) loan agreement, promissory note or other evidence of indebtedness for borrowed money; (j) agreement pursuant to which the Company or any subsidiary (A) uses any intellectual property of any third party that is material to the operation of its business (other than off-the-shelf commercial software programs with respect to which no future license or royalty payment will become due), (B) incorporates any third party intellectual property in any of its products; or (C) has granted to any third party an exclusive license of any Company Intellectual Property Rights owned by the Company or any license of its source code (including customary source code escrow arrangements entered into in the ordinary course of business); (k) agreement obligating the Company or any subsidiary to make aggregate payments in excess of $100,000 to any third party during the two-year period ending June 30, 2006 which is not terminable by the Company without penalty or further liability exceeding $25,000 upon 90 days’ notice or less; (l) agreement pursuant to which the Company or any subsidiary (A) reasonably expects to receive aggregate payments in excess of $300,000 during the twelve month period ending June 30, 2005 or (B) reasonably expects to recognize revenue in such aggregate amount during such period; (m) agreement or obligation commitment with any affiliate of Parent; orthe Company; (gn) any agreement or commitment currently in force requiring providing for capital expenditures by Parent the Company or its subsidiaries in excess of $1,000,00050,000; or (o) any other agreement or commitment currently in effect that is material to the Company’s or its subsidiaries’ business as presently conducted and proposed to be conducted. The agreements Each agreement that is required to be disclosed in the Parent Company Disclosure Letter Schedule pursuant to clauses (a) through (go) above or pursuant to Section 3.9 or 2.9 and each agreement that is required to be filed with any Parent Company SEC Report ("PARENT CONTRACTS") are valid and in full force and effect, except shall be referred to the extent that such invalidity would not have herein as a Material Adverse Effect on Parent. Neither Parent nor any of its subsidiaries, nor to Parent's knowledge, any other party thereto, is in breach, violation or default under, and neither Parent nor any of its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions of any Parent Contract in such a manner as would have a Material Adverse Effect on Parent“Company Contract.” Each Company

Certain Agreements. Other than the Related AgreementsThe Company Disclosure Schedule lists all Material Contracts. For purposes of this Agreement, except as unless otherwise set forth in Part 3.14 indicated, "Material Contracts" means all contracts of the Parent Disclosure Letter, neither Parent nor following types to which the Company or any of its subsidiaries Company Subsidiary is a party or by which the Company or any Company Subsidiary or any of their respective properties is bound, including real property leases, labor or employment-related agreements, and contracts relating to or is bound by: intellectual property: (a) joint venture and limited or general partnership agreements, shareholder agreements with respect to the Company Subsidiaries, joint ventures or partnerships or other contracts involving sharing of profits, losses, costs or liabilities, (b) mortgages, indentures, loan or credit agreements, letters of credit, reimbursement agreements, personal property leases, security agreements and other agreements and instruments relating to the borrowing of money or extension of credit in any case in excess of $80,000, (c) other contracts which are not cancelable by the Company or any Company Subsidiary on notice of sixty (60) days or less and which require payment by the Company after the date hereof of more than $80,000 in any one calendar year, (d) material license or royalty agreements, whether the Company or any Company Subsidiary is the licensor or licensee thereunder, (e) confidentiality and non-disclosure agreements, (whether the Company or any Company Subsidiary is the beneficiary or the obligated party thereunder) other than as disclosed such agreements entered into with consultants to the Company and the Company Subsidiaries or entered into in Part 3.12 connection with possible acquisitions, (f) contracts containing covenants limiting the freedom of the Parent Disclosure Letter, Company or any employment agreement or commitment with any officer or member of Parent's Board of Directors, other than those that are terminable by Parent Company Subsidiary or any of its subsidiaries on no more than thirty days notice without liability or financial obligation, except their respective officers to the extent general principles of wrongful termination law may limit Parent's or any of its subsidiaries' ability to terminate employees at will, or any consulting agreement; (b) any material agreement of indemnification, any material guaranty or any material instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities or purchase money obligation; (c) any agreement or obligation containing covenants purporting to limit or which effectively limit the Parent's or any of its subsidiaries' freedom to compete engage in any line of business or in compete with any geographic area Person that relates directly or indirectly to the Company's business, (h) indemnification agreements with respect to any acquisition or disposition of assets, securities or business, whether the Company or any Company Subsidiary is the indemnitor or indemnitee, (i) contracts currently outstanding or which would so limit Parent have been outstanding at any time in the last three years with any Person known to be an affiliate, director, officer, employee or Surviving Corporation shareholder of the Company (other than the Company and the Company Subsidiaries), (j) any executory contract relating to any material acquisitions or dispositions of assets, securities or businesses by the Company or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; Company Subsidiary, (dk) any agreement with a change of control provision or obligation currently in force relating with restrictions or limitations on, or consent requirements with respect to, assignments, (l) any research, development or governmental grants made by any Person to the disposition or acquisition by Parent Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not Company Subsidiary in the ordinary course last three years and (m) contracts under which the Company or any Company Subsidiary is responsible for the indebtedness or obligations of business, any other Person or pursuant to which Parent has evidence any material ownership guaranty or participation interest in surety by the Company or any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Parent's subsidiaries; (e) any agreement or obligation currently in force to provide source code to any third party for any product or technology; (f) any agreement or obligation with any affiliate of Parent; or (g) any agreement or commitment currently in force requiring capital expenditures by Parent or its subsidiaries in excess of $1,000,000Company Subsidiary. The agreements required Company and the Company Subsidiaries have made available to be disclosed Parent a true and correct copy of each Material Contract. The Company and the Company Subsidiaries are in compliance in all material respects with their respective obligations under the Parent Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 3.9 or filed with any Parent SEC Report ("PARENT CONTRACTS") Material Contracts. All of the Material Contracts are valid and in full force and effect, are valid and binding obligations of the Company and the Company Subsidiaries and enforceable in all material respects by the Company and the Company Subsidiaries in accordance with their terms except to the extent that such invalidity would not have enforceability may be limited by bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, receivership or similar laws affecting creditors' rights generally and by general principles of equity (whether considered at law or in equity). To the knowledge of the Company, the other party to a Material Adverse Effect on Parent. Neither Parent nor any of its subsidiaries, nor to Parent's knowledge, any other party thereto, Contract is in breach, violation or default under, and neither Parent nor any of compliance with its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions of any Parent Contract in such a manner as would have a Material Adverse Effect on Parentmaterial obligations thereunder.

Certain Agreements. Other than (i) the Related AgreementsEclipsys Merger Agreement, (ii) the Agreement and Plan of Merger dated as of the date of this Agreement (the "HEALTHVISION MERGER AGREEMENT") between Parent and HEALTHvision, Inc. ("HEALTHVISION"), (iii) the Outsourcing Agreement, and other related agreements, except as otherwise set forth in Part 3.14 of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries is a party to or is bound by: (a) other than as disclosed in Part 3.12 of the Parent Disclosure Letter, any employment agreement or commitment with any officer or member of Parent's Board of Directors, other than those that are terminable by Parent or any 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 of its subsidiaries' ability to terminate employees at will, or any consulting agreement; (b) any material agreement of indemnification, any material guaranty or any material instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities or purchase money obligation; (c) any agreement or obligation containing covenants purporting to limit or which effectively limit the Parent's or any of its subsidiaries' freedom to compete in any line of business or in any geographic area or which would so limit Parent or Surviving Corporation or any of its subsidiaries after the Effective Time Closing or granting any exclusive distribution or other exclusive rights; (d) any agreement or obligation currently in force relating to the disposition or acquisition by 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, or pursuant to which Parent has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Parent's subsidiaries; (e) any agreement or obligation currently in force to provide source code to any third party for any product or technology; (f) any agreement or obligation with any affiliate of Parent; or (g) any agreement or commitment currently in force requiring providing for capital expenditures by Parent or its subsidiaries in excess of $1,000,000. The agreements required to be disclosed in the Parent Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 3.9 or 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. Neither Parent nor any of its subsidiaries, nor to Parent's knowledge, any other party thereto, is in breach, violation or default under, and neither Parent nor any of its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions of any Parent Contract in such a manner as would have a Material Adverse Effect on Parent.

Certain Agreements. Other than (i) this Agreement, (ii) the Related AgreementsAmended and Restated Common Stock and Warrant Agreement, dated as of the date of this Agreement, between Parent and VHA (the "VHA AGREEMENT"), (iii) the Outsourcing Agreement, and other related agreements, except as otherwise set forth in Part 3.14 of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries is a party to or is bound by: (a) other than as disclosed in Part 3.12 of the Parent Disclosure Letter, any employment agreement or commitment with any officer or member of Parent's Board of Directors, other than those that are terminable by Parent or any 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 of its subsidiaries' ability to terminate employees at will, or any consulting agreement; (b) any material agreement of indemnification, any material guaranty or any material instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities or purchase money obligation; (c) any agreement or obligation containing covenants purporting to limit or which effectively limit the Parent's or any of its subsidiaries' freedom to compete in any line of business or in any geographic area or which would so limit Parent or Surviving Corporation or any of its subsidiaries after the Effective Time Closing or granting any exclusive distribution or other exclusive rights; (d) any agreement or obligation currently in force relating to the disposition or acquisition by 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, or pursuant to which Parent has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Parent's subsidiaries; (e) any agreement or obligation currently in force to provide source code to any third party for any product or technology; (f) any agreement or obligation with any affiliate of Parent; or (g) any agreement or commitment currently in force requiring providing for capital expenditures by Parent or its subsidiaries in excess of $1,000,000. The agreements required to be disclosed in the Parent Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 3.9 or 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. Neither Parent nor any of its subsidiaries, nor to Parent's knowledge, any other party thereto, is in breach, violation or default under, and neither Parent nor any of its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions of any Parent Contract in such a manner as would have a Material Adverse Effect on Parent.

Certain Agreements. Other than the Related Agreements, except as otherwise set forth in Part 3.14 As of the Parent Disclosure Letterdate hereof, neither Parent the Company nor any of its subsidiaries is a party to or is bound by: (a) other than as disclosed in Part 3.12 of the Parent Disclosure Letter, any Any employment or consulting agreement or commitment with any officer officer, employee or member of Parentthe Company's Board of Directors, that, individually or in the aggregate, is material to the Company, other than those that are terminable by Parent Company or any of its subsidiaries on no more than thirty 30 days notice without liability or financial obligation, except to the extent general principles of wrongful termination law may limit Parentthe Company's or any of its subsidiaries' ability to terminate employees at will, or any consulting agreement; (b) Any agreement or plan, including any material agreement of indemnificationstock 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 material guaranty or any material instrument evidencing indebtedness for borrowed money by way of direct loan, loan or sale of debt securities or purchase money obligationsecurities; (cd) any agreement Any material agreement, obligation or obligation commitment containing covenants purporting to limit or which effectively limit the ParentCompany's or any of its subsidiaries' freedom to compete in any line of business or in any geographic area 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; (de) any Any agreement or obligation commitment currently in force relating to the disposition or acquisition by Parent 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, or pursuant to which Parent the Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Parentthe Company's subsidiaries; (e) any agreement or obligation currently in force to provide source code to any third party for any product or technology;; or (f) any agreement or obligation with any affiliate of Parent; or (g) any Any agreement or commitment currently in force requiring providing for capital expenditures by Parent the Company or its subsidiaries in excess of $1,000,000100,000. The agreements required to be disclosed in the Parent Company Disclosure Letter Schedule pursuant to clauses (a) through (gf) above or pursuant to Section 3.9 or that are required to be filed with any Parent Company SEC Report ("PARENT CONTRACTSCompany Contracts") are valid and in full force and effect, except to the extent that such invalidity would not have reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parentto the Company. Neither Parent the Company nor any of its subsidiaries, nor to Parentthe Company's knowledge, any other party thereto, is in breach, violation or default under, and neither Parent the Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions of any Parent Company Contract in such a manner as would have reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parentthe Company.

Certain Agreements. Other than the Related Agreements, except Except as otherwise set forth in the applicable lettered subsection of Part 3.14 2.14 of the Parent Company Disclosure Letter, neither Parent Company nor any of its subsidiaries is a party to or is bound by: (a) other than as disclosed in Part 3.12 of the Parent Disclosure Letter, any employment or consulting agreement or commitment with any officer employee or member of ParentCompany's Board of Directors, other than those that are terminable by Parent providing any term of employment or any 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 of its subsidiaries' ability to terminate employees at will, compensation guarantee or any consulting agreementagreement or any employment agreement that provides severance benefits or other benefits after the termination of employment of such employee regardless of the reason for such termination of employment, except as required by applicable law; (b) any material 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 (c) any agreement of indemnificationindemnification (other than standard indemnification agreements in licenses in the form provided to Parent), any material guaranty or any material instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities or securities, purchase money obligation, conditional sale, or otherwise; (cd) any agreement agreement, obligation or obligation commitment containing covenants purporting to limit or which effectively limit the ParentCompany's or any of its subsidiaries' freedom to compete in any line of business or in any geographic area or which would so limit Parent Parent, Company or Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (de) any agreement or obligation commitment currently in force relating to the disposition or acquisition by Parent 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, or pursuant to which Parent Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than ParentCompany's subsidiaries; (e) any agreement or obligation currently in force to provide source code to any third party for any product or technology; (f) any licensing, distribution, resale or other agreement, contract or commitment with regard to the acquisition, distribution, resale or licensing of any material Intellectual Property other than licenses, distribution, resale agreements, advertising agreements, or other similar agreement entered into in the ordinary course of business consistent with past practice or obligation with any affiliate disclosed in Part 2.9(f) of Parent; orthe Company Disclosure Letter; (g) any agreement or commitment with any affiliate of Company; or (h) any agreement or commitment currently in force requiring providing for capital expenditures by Parent Company or its subsidiaries in excess of $1,000,00050,000. The agreements Each agreement that is required to be disclosed in the Parent Company Disclosure Letter pursuant to clauses (a) through (gh) above or pursuant to Section 3.9 or 2.9 and each agreement that is currently in force and required to be filed with any Parent Company SEC Report (shall be referred to herein as a "PARENT CONTRACTSCOMPANY CONTRACT") are . Each Company Contract is valid and in full force and effect, except to the extent that such invalidity would not have a Material Adverse Effect on Parent. Neither Parent Company nor any of its subsidiaries, nor to ParentCompany's knowledge, any other party thereto, is in material breach, violation or default under, and neither Parent Company nor any of its subsidiaries has received written notice alleging that it has materially breached, violated or defaulteddefaulted under, any of the terms or conditions of any Parent Company Contract in such a manner as would have a Material Adverse Effect on Parentpermit 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, or defaults.

Certain Agreements. Other than the Related Agreements, except Except as otherwise set forth in Part 3.14 2.14 of the Parent Company Disclosure Letter, neither Parent Company nor any of its subsidiaries is a party to or is bound by: (a) other than as disclosed in Part 3.12 of the Parent Disclosure Letter, any employment or consulting agreement or commitment with any officer employee or member of ParentCompany's Board of Directors, that, individually or in the aggregate, is material to Company, other than those that are terminable by Parent Company or any 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 ParentCompany's or any of its subsidiaries' ability to terminate employees at will, or any consulting agreement; (b) any material agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of indemnificationthe 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 guaranty or any material instrument evidencing indebtedness for borrowed money by way of direct loan, loan or sale of debt securities or purchase money obligationsecurities; (cd) any agreement agreement, obligation or obligation commitment containing covenants purporting to limit or which effectively limit the ParentCompany's or any of its subsidiaries' freedom to compete in any line of business or in any geographic area or which would so limit Parent Company or 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; (de) any agreement or obligation commitment currently in force relating to the disposition or acquisition by Parent 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, or pursuant to which Parent Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than ParentCompany's subsidiaries; (e) any agreement or obligation currently in force to provide source code to any third party for any product or technology; (f) any material agreement or obligation commitment with any affiliate of ParentSAIC other than the Corporate Services Agreement between Company and SAIC; or (g) any agreement or commitment currently in force requiring providing for capital expenditures by Parent Company or its subsidiaries in excess of $1,000,0005,000,000. The agreements required to be disclosed in the Parent Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 3.9 2.9 or are required to be filed with any Parent SEC Report ("PARENT CONTRACTSCompany Contracts") are valid and in full force and effect, except to the extent that such invalidity would not have a Material Adverse Effect on ParentCompany. Neither Parent Company nor any of its subsidiaries, nor to ParentCompany's knowledge, any other party thereto, is in breach, violation or default under, and neither Parent Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions of any Parent Company Contract in such a manner as would have a Material Adverse Effect on ParentCompany.