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 the Related Agreements, except as otherwise set forth in Part 3.14 of the Parent Disclosure Letter, neither Parent Neither TEAM 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 consulting Contract with any officer employee or member of Parent's TEAM’s Board of Directors, other than those that are terminable by Parent TEAM or any of its subsidiaries on no more than thirty days days’ notice without liability or financial obligation, except to the extent general principles of wrongful termination law or good faith and fair dealing may limit Parent's TEAM’s or any of its subsidiaries' ’ ability to terminate employees at will, or any consulting agreementContract; (b) any material agreement Contract, 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 Contract 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 or obligation Contract containing covenants purporting to limit or which that effectively limit the Parent's TEAM’s or any of its subsidiaries' ’ freedom to compete in any line of business or in any geographic area or which that would so limit Parent TEAM 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 Contract currently in force relating to the disposition or acquisition by Parent 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, or pursuant to which Parent TEAM has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Parent's TEAM’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 Contract with regard to the acquisition or obligation licensing of any material Intellectual Property other than licenses, assignments, or other similar Contracts entered into the ordinary course of business consistent with any affiliate of Parent; orpast practice; (g) any agreement Contract with any (i) officer, (ii) director, (iii) holder of 5 percent or commitment currently more of the capital stock of TEAM, or (iv) subsidiary, in force requiring any case of (i), (ii) and (iv), of TEAM or any subsidiary of TEAM; (h) any executed but not fully-performed Contract providing for capital expenditures by Parent TEAM or its subsidiaries in excess of $1,000,000. 50,000; (i) any 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 other Contract currently in effect, the cancellation of which would have a Material Adverse Effect on TEAM. (k) The agreements Contracts required to be disclosed in the Parent TEAM Disclosure Letter pursuant to clauses (a) through (gj) above or pursuant to Section 3.9 and any other “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC) of TEAM or filed with any Parent SEC Report of its subsidiaries ("PARENT CONTRACTS"collectively “TEAM Contracts”) are valid and in full force and effect, except to the extent that such invalidity would not be reasonably likely to have a Material Adverse Effect on ParentTEAM. Neither Parent TEAM nor any of its subsidiaries, nor to Parent's TEAM’s knowledge, any other party thereto, is in material breach, violation or default underthereunder, and neither Parent TEAM nor any of its subsidiaries has received written notice that it has materially breached, violated or defaulted, defaulted any of the terms or conditions of any Parent TEAM Contract in except for such a manner as breaches that would not be reasonably likely to have a Material Adverse Effect on ParentTEAM.

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 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, 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 the applicable lettered subsection of Part 3.14 2.16 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 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, indemnification by the Company or any of its subsidiaries or any material guaranty by the Company or any material 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 or securities, purchase money obligation, conditional sale, or otherwise in excess of $50,000; (ce) any agreement agreement, obligation or obligation commitment containing covenants purporting to limit or which effectively that limit the Parent's 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 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; (df) 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 businessbusiness and consistent with past practice, 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 agreement or obligation with any affiliate of Parent; or (g) any agreement licensing, distribution, resale or other agreement, contract or commitment currently with regard to the distribution, sale or licensing of any Company products under which the Company received in force requiring capital expenditures by Parent 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 $1,000,00050,000; (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. The agreements Each agreement, contract, obligation, plan or commitment 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 2.9 and each agreement, contract, obligation, plan or commitment that is or is required to be filed with any Parent Company SEC Report shall be referred to herein as a “Company Contract.” Each Company Contract is enforceable against the Company ("PARENT CONTRACTS"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) are valid and in full force and effectand, except to the extent that Company’s knowledge, is enforceable against the other party or parties thereto (except as such invalidity 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 Parent. Neither Parent the Company, neither 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 damages or other remedies for any or all such alleged breaches, violations or defaults.

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 (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 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 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 (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 the Related Agreements, except Except for those Contracts filed as otherwise set forth in Part 3.14 exhibits or appendices to any of the Parent Company SEC Reports, Part 2.14 of the Company Disclosure Letter, neither Parent nor any Letter (which is divided into subsections referenced to the 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) other than as disclosed in Part 3.12 of the Parent Disclosure Letter, any employment agreement or commitment consulting Contract with any officer or employee, member of Parent's Company’s Board of Directors, or contractor, other than those that are terminable by Parent or any of its subsidiaries Company 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 Contract, including any material agreement of indemnificationseverance agreement, stock option plan, stock appreciation right plan or stock purchase plan, any material 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 guaranty or any material instrument evidencing indebtedness for borrowed money by way or any Contract of direct loanindemnification, sale other than Company’s standard Intellectual Property indemnification provided in Company’s standard Contracts for sale, licensing and/or distribution of debt securities or purchase money obligationCompany Products and services, 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 form provided to Parent; (cd) any agreement or obligation Contract containing covenants purporting to limit limit, or which effectively limit the Parent's or any of its subsidiaries' would limit, Company’s freedom to compete in any line of business or business, in any segment of the market, in any geographic area area, during any period of time or with respect to any class of customers, or which would so limit Parent Parent, Company or 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; (de) any agreement or obligation Contract currently in force relating to the disposition or acquisition by Parent or any of its subsidiaries Company 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 Parent's subsidiariesenterprise; (ef) any Contract with regard to the acquisition or licensing of any material Intellectual Property other than Company’s standard 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 Contract with any current (i) officer of Company, (ii) director of Company or (iii) holder of 5% or more of the capital stock of Company; (h) any executed but not fully performed Contract providing for capital expenditures by Company in excess of $25,000; (i) any dealer, 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 or obligation currently in force pursuant to which Company has continuing obligations to jointly develop any Intellectual Property; (k) any Contract to provide source code to any third party for any product or technology; (fl) any agreement Contract (i) containing any support or maintenance obligation on the part of Company outside of the ordinary course of business consistent with past practice or (ii) 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 affiliate third party to integrate and distribute the products, services or technology of ParentCompany 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 payables in the ordinary course of business; (p) any settlement agreements entered into with Employees within three years prior to the date hereof involving payments in excess of $100,000 and any other settlement agreement entered into within three years prior to the date hereof involving payments in excess of $50,000; (q) any Contract or commitment pursuant to which Company is obligated to pay in the future in excess of $50,000 in any 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; (r) any other Contract that has a value of $50,000 or more in any individual case not described in clauses (a) through (p) above; or (gs) any agreement other “material contract” (as defined in Item 601(b)(10) of Regulation S-K of the SEC) or commitment other material Contract currently in force requiring capital expenditures by Parent effect, the cancellation or its subsidiaries in excess breach of $1,000,000which would reasonably be expected to have a Material Adverse Effect on Company or materially impact any right to use any third party Intellectual Property. The agreements Contracts required to be disclosed in the Parent Company Disclosure Letter pursuant to clauses (a) through (gs) above or pursuant to Section 3.9 2.9 or required to be filed with as exhibits or appendices to any Parent Company SEC Report ("PARENT CONTRACTS"“Company Contracts”) are valid and in full force and effecteffect with respect to Company, except to the extent that such invalidity would not have a Material Adverse Effect on Parentbe material to Company. Neither Parent nor any of its subsidiaries, nor to Parent's knowledge, any other party thereto, Company is not in material breach, violation or default under, and neither Parent nor any of its subsidiaries Company has not received written notice that it has materially breached, violated or defaulted, any of the terms or conditions of any Parent Contract Company Contracts. Except as disclosed in Part 2.14 of the Company Disclosure Letter, none of the Company Contracts (i) are terminable for convenience or (ii) require Company to refund part or all of the fees paid to Company under such Company Contracts upon a manner as would have termination thereof or the making of a Material Adverse Effect on Parentclaim for indemnification thereunder or pursuant to the provisions of an express warranty thereunder.

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 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, 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 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 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 Parentthe 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 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, 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 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; (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 sales, distribution or other similar agreement providing for the sale by the Company or its subsidiaries of materials, products, supplies, goods, services, equipment or other assets providing for annual payments to the Company or its subsidiaries of $25,000 or more; (h) any agreement or obligation commitment with any affiliate of Parentthe Company; or (gi) any agreement or commitment currently in force requiring providing for capital expenditures by Parent Company or its subsidiaries in excess of $1,000,00025,000. The agreements Each agreement that is required to be disclosed in the Parent Company Disclosure Letter pursuant to clauses (a) through (gi) 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 the Company nor any of its subsidiaries, nor to Parentthe Company's knowledge, any other party thereto, is in material breach, violation or default under, and neither Parent the 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 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.