Common use of Certain Contracts and Commitments Clause in Contracts

Certain Contracts and Commitments. (a) Set forth in Schedule 2.7 is a list of: (i) all commitments and agreements for the purchase of any materials or supplies that involve an expenditure by Seller in connection with the Acquired Assets or the Business of more than $5,000 for any one contract or $10,000 in the aggregate; (ii) all personal property leases under which Seller in connection with the Acquired Assets or the Business is either lessor or lessee that involve annual payments or receipts of more than $5,000 for any one lease or $10,000 in the aggregate; (iii) all other orders, leases, commitments, agreements, mortgages, indentures and other agreements and instruments relating to indebtedness for borrowed money to which Seller in connection with the Acquired Assets or the Business is a party or by which it or its properties are bound, that may or will require annual payments by Seller of more than $5,000; (iv) all contracts or agreements binding on Seller in connection with the Business which contain provisions requiring a party thereto or their affiliates not to engage in a business or activity, including, without limitation, non-compete, non-solicitation, confidentiality or other such provisions; (v) all government contracts and all other agreements with customers that involve an annual payment to Seller in connection with the Acquired Assets or the Business of more than $5,000 for any one contract or $10,000 in the aggregate; (vi) all agreements relating to the Intellectual Property (as hereinafter defined); and (vii) all other material written agreements or contracts to which Seller in connection with the Business is party or which are binding on the Business; in all cases with respect to the contracts set forth in clauses (i) through (vii), whether or not such contracts are in writing (the "MATERIAL CONTRACTS").

Certain Contracts and Commitments. (a) Set forth in Schedule 2.7 2.7(a) is a list of: (i) all commitments and agreements for the purchase of any materials or supplies that involve an expenditure by Seller in connection with the Acquired Assets or the Business of more than $5,000 10,000 for any one contract or $10,000 in the aggregatecontract; (ii) all personal property leases under which Seller in connection with the Acquired Assets or the Business is are either lessor or lessee that involve annual payments or receipts of more than $5,000 10,000 for any one lease or $10,000 in the aggregatelease; (iii) all other orders, leases, commitments, agreements, mortgages, indentures and other agreements and instruments relating to indebtedness for borrowed money to which Seller in connection with the Acquired Assets or the Business is are a party or by which it or its properties are bound, that may or will require annual payments by Seller Seller’s of more than $5,00010,000; (iv) all contracts or agreements binding on Seller in connection with the Business which contain provisions requiring a party thereto or their affiliates not to engage in a business or activity, including, without limitation, non-compete, non-solicitation, solicitation confidentiality or other such provisions; (v) all government contracts and all other agreements with customers that involve an annual payment to Seller in connection with the Acquired Assets or the Business of more than $5,000 10,000 for any one contract or $10,000 in the aggregatecontract; (vi) all co-pack arrangements or agreements entered into in connection with the Business; (vii) all agreements relating to the Intellectual Property (as hereinafter defineddefined in Section 2.12); (viii) all agreements relating to the consignment of any Inventory; and (viiix) all other material written agreements or contracts to which Seller in connection with the Business is party or which are binding on the Business; in all cases with respect to the contracts set forth in clauses (i) through (viiix), whether or not such contracts are in writing (the "MATERIAL CONTRACTS"“Material Contracts”). (b) Except as set forth in Schedule 2.7(b): (i) the enforceability of the Material Contracts will not be affected in any manner by the execution and delivery of this Agreement, the performance by Seller of its obligations hereunder or the consummation of the transactions contemplated hereby; (ii) Seller is not in default, nor does there exist any event that, with notice or lapse of time or both, would constitute an event of default by Seller under any Material Contract; (iii) each Material Contract is valid and in full force and effect, there is no material breach or default by any other party to any Material Contract; and (iv) no other party has notified Seller of its intention to cease to perform any services required to be performed by it or withhold any payment required to be made to it thereunder. (c) Seller has delivered to Buyer complete and accurate copies of all of the Material Contracts to which it is a party and all amendments thereto (or Schedule 2.7(c) includes a summary description of any such item that is not in writing). (d) Except as set forth in Schedule 2.7(d), to Seller’s knowledge: (i) none of Seller’s employees employed in the Business is a party to any oral or written contract or agreement prohibiting it or them from freely competing or engaging in the Business except for any such agreements between Seller and its employees; (ii) no employee of Seller employed in the Business is a party to any outstanding contract, obligation or commitment with any prior employer; and (iii) no employee of Seller is in default under any contract, obligation or commitment with any of his or her former employers, in all cases, the effect of which default has or may have a Material Adverse Effect, and there is no state of facts that upon notice or lapse of time or both would constitute such a default. (e) Except as set forth in Schedule 2.7(e), each of the Material Contracts is freely terminable by Seller upon not more than thirty days’ written notice or less without the payment of any termination fee, premium, or penalty.