Common use of Certain Business Matters Clause in Contracts

Certain Business Matters. Except as set forth on Schedule 2.1(w), (i) the Company is not a party to or bound by any distributorship, dealership, sales agency, franchise or similar agreement that relates to the sale, distribution or servicing of any of its material assets or services related thereto, (ii) the Company does not have any sole-source supplier of significant goods or services (other than utilities) with respect to which practical alternative sources are not available on comparable terms and conditions, (iii) there are not pending and, to the Company’s and the Seller’s best knowledge there are not threatened, any labor negotiations involving or affecting the Company or the Business and, to the Company’s and the Seller’s best knowledge, no organizing activities involving union representation exist in respect of any of its employees, (iv) the Company neither gives nor is bound by any express warranties relating to its services other than in the ordinary course of business and, to the best knowledge of the Company and the Seller, there has been no assertion of any breach of warranties that could have a Material Adverse Effect, (v) the Company is not a party to or bound by any agreement that limits its freedom to compete in any line of business or with any person or entity, (vi) to the Company’s knowledge, no employee of the Company is a party to or bound by any agreement that limits his/her freedom to compete in any line of business or with any person or entity, and (vivii) the Company is not a party to or bound by any agreement or involved in any transaction in which any officer, director, debtholder or the Seller, or any Affiliate or Associate of any such person has, or had when made, a direct or indirect material interest.

Certain Business Matters. Except as set forth on Schedule 2.1(w), (i) the Company is not a party to or bound by any distributorship, dealership, sales agency, franchise or similar agreement that relates to the sale, distribution or servicing of any of its material assets or services related thereto, (ii) the Company does not have any sole-source supplier of significant goods or services (other than utilities) with respect to which practical alternative sources are not available on comparable terms and conditions, (iii) there are not pending and, to the Company’s 's and the Seller’s 's best knowledge there are not threatened, any labor negotiations involving or affecting the Company or the Business and, to the Company’s 's and the Seller’s 's best knowledge, no organizing activities involving union representation exist in respect of any of its employees, (iv) the Company neither gives nor is bound by any express warranties relating to its services other than in the ordinary course of business and, to the best knowledge of the Company and the Seller, there has been no assertion of any breach of warranties that could have a Material Adverse Effect, (v) to the best knowledge of the Company and the Seller, there are no problems or potential problems with respect to any product sold or services provided by the Company, (vi) the Company is not a party to or bound by any agreement that limits its freedom to compete in any line of business or with any person or entity, (vivii) to the Company’s 's knowledge, no employee of the Company is a party to or bound by any agreement that limits his/her freedom to compete in any line of business or with any person or entity, (viii) the Company is not a party to or bound by any agreement which based on current economic circumstances will result in a loss when performed, and (viviiix) the Company is not a party to or bound by any agreement or involved in any transaction in which any officer, director, debtholder or the Seller, or any Affiliate or Associate of any such person has, or had when made, a direct or indirect material interest.

Certain Business Matters. Except as set forth on Schedule 2.1(w)2.1(u) hereto, (i) the Company is not a party to or bound by any distributorship, dealership, sales agency, franchise or similar agreement that relates to the sale, distribution or servicing of any of its material assets or services related thereto, (ii) the Company does not have any sole-source supplier of significant goods or services (other than utilities) with respect to which practical alternative sources are not available on comparable terms and conditions, (iii) there are not pending and, to the Company’s 's and the Seller’s best knowledge Sellers' knowledge, there are not threatened, any labor negotiations involving or affecting the Company or the Business and, to the Company’s 's and the Seller’s best Sellers' knowledge, no organizing activities involving union representation exist in respect of any of its employees, (iv) the Company neither gives nor is bound by any express warranties relating to its products or services other than in the ordinary course of business and, to the best knowledge of the Company and the SellerSellers, there has been no assertion of any breach of warranties that could have a Company Material Adverse Effect, (v) the Company is not a party to or bound by any agreement that limits its freedom to compete in any line of business or with any person or entity, (vi) to the Company’s 's knowledge, no employee of the Company is a party to or bound by any agreement that limits his/her freedom to compete in any line of business or with any person or entity, (vii) to the Company's knowledge, the Company is not a party to or bound by any agreement that, based on current economic circumstances, will result in a loss when performed (provided, however, that in calculating such loss, if any, the allocation of the applicable research and development costs shall not be included) and (viviiviii) the Company is not a party to or bound by any agreement or involved in any transaction in which any officer, director, debtholder or the SellerSellers, or any Affiliate or Associate of any such person has, or had when made, a direct or indirect material interest.

Certain Business Matters. Except as is set forth on in Schedule 2.1(w)2.24, (ia) the Company Talonsoft is not a party to or bound by any development, publishing, distributorship, dealership, sales agency, franchise or similar agreement that which relates to the saledevelopment, sale or distribution or servicing of any of its material assets or the products and services related theretoof the Business, (iib) the Company does not have any Talonsoft has no sole-source supplier of significant goods or services (other than utilities) with respect to which practical alternative sources are not available on comparable terms and conditions, (iiic) there are not no pending and, to the Company’s and the Seller’s best knowledge there are not threatened, any labor negotiations involving or affecting the Company or the Business and, to the Company’s and the Seller’s best knowledge, no organizing activities involving union representation exist in respect of any of its employees, (iv) the Company neither gives nor is bound by any express warranties relating to its services other than in the ordinary course of business andor, to the best knowledge of the Company Talonsoft and the SellerShareholders, threatened labor negotiations, work stoppages or work slowdowns involving or affecting the Business, and no union representation questions exist, and there has been are no assertion organizing activities, in respect of any breach of warranties that could have a Material Adverse Effectthe employees of Talonsoft, (vd) the Company product and service warranties given by Talonsoft or by which it is not bound (complete and correct copies or descriptions of which have heretofore been delivered by Talonsoft to TTIS) entail no greater obligations than are customary in the Business, (e) neither Talonsoft nor the Shareholders is a party to or bound by any agreement that which limits its or his, as the case may be, freedom to compete in any line of business or with any person person, or entity, (vi) which is otherwise materially burdensome to Talonsoft or the Company’s knowledge, no employee of the Company is a party to or bound by any agreement that limits his/her freedom to compete in any line of business or with any person or entityShareholders, and (viviif) the Company Talonsoft is not a party to or bound by any agreement or involved in any transaction in which any officer, director, debtholder director or the Seller, stockholder of Talonsoft (or any Affiliate or Associate affiliate of any such person person) has, or had when made, a direct or indirect material interest. Talonsoft has not granted any overlapping or conflicting rights to third parties with respect to any of its agreements.

Certain Business Matters. Except as is set forth on in Schedule 2.1(w)------------------------ 2.17 hereto, (i) the Company Corporation is not a party to or bound by any distributorship, dealership, sales agency, franchise franchise, license or similar agreement that which relates to the sale, sale or distribution or servicing of any of its material assets or services related theretoproducts and ser- vices, (ii) the Company Corporation does not have any sole-source supplier of significant goods or services (other than utilities) with respect to which practical alternative sources are not available on comparable substantially equivalent terms and conditions, (iii) there are not pending andpending, and to the Company’s Chopra's and the Seller’s best Corporation's knowledge there are not threatened, any collective labor negotiations negotiations, strikes or grievances involving or affecting the Company or the Business Corporation and, to the Company’s Chopra's and the Seller’s best Corporation's knowledge, no organizing activities involving union representation exist in respect of any of its employees, (iv) the Company Corporation neither gives nor is bound by any express warranties relating to its products or services other than in the ordinary course of business and, to the best knowledge of the Company Chopra and the SellerCorporation, there has been no assertion of any breach of product warranties that which could have a Material Adverse Effectmaterial adverse effect on the business or financial condition of the Corporation and, to the knowledge of Chopra and the Corporation, there are no general manufacturing or design defects with respect to any product or any defective services sold by the Corporation whether relating to its safety, efficacy, fitness for purpose sold or otherwise, (v) the Company Corporation is not a party to or bound by any agreement that which limits its freedom to compete in any line of business or with any person or entityperson, and (vi) to the Company’s knowledge, no employee of the Company is a party to or bound by any agreement that limits his/her freedom to compete in any line of business or with any person or entity, and (vivii) the Company Corporation is not a party to or bound by any agreement or involved in any transaction in which any officer, director, debtholder director or the Sellerstockholder, or any Affiliate affiliate or Associate associate (each as defined under the Securities Act) of any such person has, or had when made, a direct or indirect material interestinterest (except solely by virtue of a Stockholder's ownership of the Stock).