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 Except as filed by Vsource with the Related AgreementsSEC prior to the date hereof, except as otherwise set forth or listed in Part 3.14 2.14 of the Parent Vsource Disclosure Letter, neither Parent Vsource 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 Vsource’s Board of Directors, other than those that are terminable by Parent Vsource 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 Vsource’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 Vsource’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 Vsource 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 Vsource or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business, or pursuant to which Parent Vsource has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Parent's Vsource’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 Vsource Capital Stock, or (iv) subsidiary, in force requiring any case of (i), (ii) and (iv), of Vsource or any subsidiary of Vsource; (h) any executed but not fully-performed Contract providing for capital expenditures by Parent Vsource 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 Vsource. (k) The agreements Contracts required to be disclosed in the Parent Vsource Disclosure Letter pursuant to clauses (a) through (gj) above or pursuant to Section 3.9 2.9 and any other “material contract” (as such term is defined in Item 601(b)(10) of regulation S-K of the SEC) of Vsource or filed with any Parent SEC Report of its subsidiaries ("PARENT CONTRACTS"collectively, the “Vsource 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 ParentVsource. Neither Parent Except as disclosed in Part 2.14 of the Vsource Disclosure Letter, neither Vsource nor any of its subsidiaries, nor to Parent's Vsource’s knowledge, any other party thereto, is in material breach, violation or default underthereunder, and neither Parent Vsource 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 Vsource Contract in except for such a manner as breaches that would not be reasonably likely to have a Material Adverse Effect on ParentVsource.

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, 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 As of the Related Agreementsdate hereof, except as otherwise set forth disclosed in Part 3.14 of the Parent Disclosure LetterCompany's SEC Reports and the documents filed as exhibits thereto, neither Parent the Company nor any of its subsidiaries is a party to or is bound by: (a) other than Except as disclosed in Part 3.12 set forth on Section 3.13 of the Parent Company Disclosure LetterSchedule, any employment or consulting agreement or commitment with any officer officer, employee or member of Parent's the Board of DirectorsDirectors of the Company or any of its subsidiaries, other than those that are is not 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) Except as set forth on Section 3.13 of the Company Disclosure Schedule, 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, the Transaction Option Agreement or the Stockholders' Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, the Transaction Option Agreement or the Stockholders' Agreement; (c) Except as set forth on Section 3.13 of the Company Disclosure Schedule, 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; (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 $1,000,000250,000; or (g) Any agreement or commitment with respect to the payment of legal, accounting or other third-party fees, other than on a time and disbursements basis and payable on a current month-to-month basis. The agreements required to be disclosed in the Parent Company Disclosure Letter Schedule pursuant to clauses (a) through (g) 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 could 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 could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parentthe Company.

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 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, 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 (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 Except as disclosed in Discount's Disclosure Letter or in Discount's SEC Reports filed prior to the Related Agreements, except as otherwise set forth in Part 3.14 date of the Parent Disclosure Letterthis Agreement, neither Parent Discount nor any of its subsidiaries Subsidiaries is a party or subject to any oral or written agreement, contract, policy, license, document, instrument, arrangement or commitment relating to or is bound by: constituting (ai) Indebtedness (as defined below) in an amount exceeding $5,000,000 other than pursuant to additional draws up to the limits existing as disclosed in Part 3.12 of the Parent Disclosure Letterdate of this Agreement (including the increases in such limit expressly contemplated in such agreement) under Discount's revolving credit facility with a syndicate lead by SunTrust Bank, Central Florida, National Association, (ii) leases for real or personal property in which the amounts of payments which the Discount or any employment agreement Subsidiary is required to make on an annual basis exceeds $1,000,000, (iii) agreement, contract, policy, license document, instrument, arrangement or commitment with that limits in any officer or member material respect the freedom of Parent's Board of Directors, other than those that are terminable by Parent Discount or any Subsidiary 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 Discount to compete in any line of business or with any person or in any geographic geographical area or which would so limit Parent the freedom of Discount or Surviving Corporation any Subsidiary of Discount after the Effective Time, or (iv) agreement or contract outside of the ordinary course of business of Discount or any of Discount's Subsidiaries that involves performance of services or delivery of goods or materials by or to Discount or any of Discount's Subsidiaries of an amount or value in excess of $1,000,000 (v) joint venture or partnership agreements involving a sharing of profits, losses, costs, or liabilities by Discount or any of Discount's Subsidiaries with any person other than Discount and its Subsidiaries, (vi) a written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by Discount or any of Discount's Subsidiaries other than in the ordinary course of business except for such warranties, guaranties and other similar undertakings as are not reasonably likely to have a Material Adverse Effect on Discount; or (vii) which, after giving effect to the transactions contemplated by this Agreement, purports to restrict or bind Hi/Lo or any of its subsidiaries after Subsidiaries other than the Effective Time Surviving Corporation and its Subsidiaries in any respect. "Indebtedness" means any liability in respect of (A) borrowed money, (B) capitalized lease obligations, (C) the deferred purchase price of property or granting any exclusive distribution or services (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 than trade payables in the ordinary course of business) and (D) guarantees of any of the foregoing. Neither Discount nor any of its Subsidiaries is in default (or would be in default with notice or lapse of time, or pursuant to both) under any indenture, note, credit agreement, loan document, lease, contract, policy, license, document, instrument, arrangement or commitment, whether or not such default has been waived, which Parent has any material ownership default, alone 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 aggregate with other such defaults, is reasonably likely 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 ParentDiscount.

Certain Agreements. Other than the Related Agreements, except Except as otherwise set forth in the applicable lettered subsection of Part 3.14 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 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, other than licenses entered into in the ordinary course of business; (d) any material agreement of any guaranty or any material instrument evidencing indebtedness for borrowed money by way of credit facility, direct loan, sale of debt securities or securities, purchase money obligation, conditional sale, or otherwise (any disclosure of which in Part 3.14(d) of the Company Disclosure Schedule shall set forth the corresponding amount of such indebtedness for borrowed money outstanding thereunder); (ce) 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; (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 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; (eg) 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; (h) agreement to forgive any indebtedness in excess of $20,000 of any person to the Company or obligation currently any subsidiary; (i) agreement regarding the lease of real property involving rental obligations in force excess of $75,000 per annum, or agreement regarding the purchase of real property; (j) loan agreement, promissory note or other evidence of indebtedness for borrowed money; (k) agreement pursuant to provide source code 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 for an exclusive license of any product Intellectual Property Rights owned by the Company or technologyany license of its source code (including customary source code escrow arrangements entered into in the ordinary course of business); (fl) agreement obligating the Company or any subsidiary to make aggregate payments in excess of $150,000 to any third party during the two-year period ending September 30, 2007; (m) agreement pursuant to which the Company or any subsidiary (A) reasonably expects to receive aggregate payments in excess of $200,000 during the two year period ending September 30, 2007 or (B) reasonably expects to recognize revenue in such aggregate amount during such two year period; (n) agreement or obligation commitment with any affiliate of Parent; orthe Company; (go) any agreement or commitment currently in force requiring providing for capital expenditures by Parent the Company or its subsidiaries in excess of $1,000,000112,500; or (p) any other agreement or commitment currently in effect that is material to the Company's or its subsidiaries' business as presently 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 and each agreement that is required to be filed with any Parent Company SEC Report as a "material contract" (as defined by 601 of Regulation S-K) shall be referred to herein as a "PARENT CONTRACTS") are 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 Parentthe Company's knowledgeKnowledge, 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 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 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 (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 Except as disclosed in Discount's Disclosure Letter or in Discount's SEC Reports filed prior to the Related Agreements, except as otherwise set forth in Part 3.14 date of the Parent Disclosure Letterthis Agreement, neither Parent Discount nor any of its subsidiaries Subsidiaries is a party or subject to any oral or written agreement, contract, policy, license, document, instrument, arrangement or commitment relating to or is bound by: constituting (ai) Indebtedness (as defined below) in an amount exceeding $5,000,000 other than pursuant to additional draws up to the limits existing as disclosed in Part 3.12 of the Parent Disclosure Letterdate of this Agreement (including the increases in such limit expressly contemplated in such agreement) under Discount's revolving credit facility with a syndicate lead by SunTrust Bank, Central Florida, National Association, (ii) leases for real or personal property in which the amounts of payments which the Discount or any employment agreement Subsidiary is required to make on an annual basis exceeds $1,000,000, (iii) agreement, contract, policy, license document, instrument, arrangement or commitment with that limits in any officer or member material respect the freedom of Parent's Board of Directors, other than those that are terminable by Parent Discount or any Subsidiary 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 Discount to compete in any line of business or with any person or in any geographic geographical area or which would so limit Parent the freedom of Discount or Surviving Corporation any Subsidiary of Discount after the Effective Time, or (iv) agreement or contract outside of the ordinary course of business of Discount or any of Discount's Subsidiaries that involves performance of services or delivery of goods or materials by or to Discount or any of Discount's Subsidiaries of an amount or value in excess of $1,000,000 (v) joint venture or partnership agreements involving a sharing of profits, losses, costs, or liabilities by Discount or any of Discount's Subsidiaries with any person other than Discount and its Subsidiaries, (vi) a written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by Discount or any of Discount's Subsidiaries other than in the ordinary course of business except for such warranties, guaranties and other similar undertakings as are not reasonably likely to have a Material Adverse Effect on Discount; or (vii) which, after giving effect to the transactions contemplated by this Agreement, purports to restrict or bind Hi/Lo or any of its subsidiaries after Subsidiaries other than the Effective Time Surviving Corporation and its Subsidiaries in any respect. "INDEBTEDNESS" means any liability in respect of (A) borrowed money, (B) capitalized lease obligations, (C) the deferred purchase price of property or granting any exclusive distribution or services (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 than trade payables in the ordinary course of business) and (D) guarantees of any of the foregoing. Neither Discount nor any of its Subsidiaries is in default (or would be in default with notice or lapse of time, or pursuant to both) under any indenture, note, credit agreement, loan document, lease, contract, policy, license, document, instrument, arrangement or commitment, whether or not such default has been waived, which Parent has any material ownership default, alone 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 aggregate with other such defaults, is reasonably likely 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 ParentDiscount.