Common use of Certain Contracts Clause in Contracts

Certain Contracts. (a) Except as set forth in Section 4.14(a) of the Parent Disclosure Schedule and except for the Settlement Agreement, neither Parent nor any of its Subsidiaries is a party to or is bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Parent Reports, (ii) which materially restricts the conduct of any line of business by Parent, or (iii) with or to a labor union or guild (including any collective bargaining agreement). Parent has made available to Subject Company true and correct copies of all material employment, consulting and deferred compensation agreements to which Parent or any of its Subsidiaries is a party. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a), other than the Parent Documents, whether or not set forth in Section 4.14(a) of the Parent Disclosure Schedule, is referred to herein as a "Parent Contract," and neither Parent nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which, individually or in the aggregate, would have or would reasonably be expected to have a Material Adverse Effect on Parent. (i) Each Parent Contract is valid and binding and in full force and effect, (ii) Parent and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Parent Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of Parent or any of its Subsidiaries under any such Parent Contract, except, in each case, where any such invalidity, failure to be binding, failure to so perform or default, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effect on Parent.

Certain Contracts. (a) Except as set forth in Section 4.14(a) 6.23 of the Parent Disclosure Schedule and except for Letter contains a list of all of the Settlement following contracts or agreements (other than those set forth on an exhibit index in the Parent Reports filed on or prior to the date of this Agreement, neither ) to which Parent nor or any Subsidiary of its Subsidiaries Parent is a party to or by which any of them is bound by any contract, arrangement, commitment or understanding (whether written or oral) as of the date of this Agreement: (i) any non-competition agreement that purports to limit the manner in which, or the localities in which, all or any portion of their respective businesses is conducted other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, (ii) any drilling rig construction or conversion contract with respect to which is the drilling rig has not been delivered and paid for, (iii) any drilling contracts of one year or greater remaining duration, (iv) any contract or agreement for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more or (v) any "material contract contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (all contracts or agreements of the types described in clauses (i) through (v) being referred to be performed after herein as "Parent Material Contracts"). (b) As of the date of this Agreement that has not been filed or incorporated by reference in Agreement, each Parent Material Contract is, to the Parent Reports, (ii) which materially restricts the conduct knowledge of any line of business by Parent, or (iii) with or to a labor union or guild (including any collective bargaining agreement). Parent has made available to Subject Company true and correct copies of all material employment, consulting and deferred compensation agreements to which Parent or any of its Subsidiaries is a party. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a), other than the Parent Documents, whether or not set forth in Section 4.14(a) of the Parent Disclosure Schedule, is referred to herein as a "Parent Contract," and neither Parent nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which, individually or in the aggregate, would have or would reasonably be expected to have a Material Adverse Effect on Parent. (i) Each Parent Contract is valid and binding and in full force and effect, (ii) and Parent and each of its Subsidiaries has have in all material respects performed all obligations required to be performed by it them to date under each Parent ContractMaterial Contract to which it is a party, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of Parent or any of its Subsidiaries under any except where such Parent Contract, except, in each case, where any such invalidity, failure to be binding, binding or in full force and effect or such failure to so perform or defaultdoes not and is not reasonably likely to create, individually or in the aggregate, would a Parent Material Adverse Effect. Except for such matters as do not have or and are not reasonably be expected likely to have a Parent Material Adverse Effect on Effect, neither Parent nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of Parent, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Material Contract or (y) has received written notice of the desire of the other party or parties to any such Parent Material Contract to exercise any rights such party has to cancel, terminate or repudiate such contract or exercise remedies thereunder. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights and general principles of equity, except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Company Material Adverse Effect.

Certain Contracts. (a) Except as set forth in Section 4.14(a) of the Parent Disclosure Schedule and except for the Settlement Agreement, neither Parent Neither Mercantile nor any of its Subsidiaries is a party to or is bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) which with respect to the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, (ii) that is a "material contract contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Parent Mercantile Reports, (iiiii) which that materially restricts the conduct of any line of business by Parent, Mercantile or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engage or (iiiiv) with or to a labor union or guild (including any collective bargaining agreement). Parent Mercantile has previously made available to Subject Company Firstar true and correct copies of all material employment, consulting employment and deferred compensation agreements that are in writing and to which Parent or any of its Subsidiaries Mercantile is a party. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a) and in Section 4.11(a), other than the Parent Documents, whether or not set forth in Section 4.14(a) of the Parent Mercantile Disclosure Schedule, is referred to herein as a "Parent Mercantile Contract," ", and neither Parent Mercantile nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto whichthat will have, individually or in the aggregate, would have or would reasonably be expected to have a Material Adverse Effect on ParentMercantile. (i) Each Parent Mercantile Contract is valid and binding on Mercantile or any of its Subsidiaries, as applicable, and in full force and effect, (ii) Parent Mercantile and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Parent Mercantile Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on Mercantile, and (iii) no event or condition exists which that constitutes or, after notice or lapse of time or both, would will constitute, a material default on the part of Parent Mercantile or any of its Subsidiaries under any such Parent Mercantile Contract, except, in each case, except where any such invalidity, failure to be binding, failure to so perform or default, either individually or in the aggregate, would will not have or reasonably be expected to have a Material Adverse Effect on ParentMercantile.

Certain Contracts. (a) Except as set forth in Section 4.14(a) As of the Parent Disclosure Schedule and except for the Settlement date of this Agreement, neither Parent MWV nor any of its Subsidiaries subsidiaries is a party to or is bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) which is a any “material contract contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Parent Reports), (ii) which materially restricts the conduct any contract relating to indebtedness for borrowed money in excess of $100,000,000 or any line of business by Parent, guarantee thereof or (iii) with any non-competition agreement or any other agreement or obligation which purports to limit in any material respect the manner in which, or the localities in which, all or any material portion of the businesses of MWV and its subsidiaries (including, for purposes of this Section 4.1(p), TopCo and its subsidiaries, assuming the Mergers have taken place), taken as a labor union whole, is or guild would be conducted (including any collective bargaining agreementall contracts of the types described in clauses (i) through (iii), collectively, the “MWV Material Contracts”). Parent MWV has delivered or made available to Subject Company RockTenn, prior to the execution of this Agreement, true and correct complete copies of all material employment, consulting and deferred compensation agreements MWV Material Contracts not filed as exhibits to which Parent or any of its Subsidiaries is a partythe MWV Filed SEC Documents. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a), other than the Parent Documents, whether or not set forth in Section 4.14(a) of the Parent Disclosure Schedule, is referred to herein as a "Parent Contract," and neither Parent nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which, individually or in the aggregate, would have or would reasonably be expected to have a MWV Material Adverse Effect on Parent. (i) Each Parent Contract is valid and binding on MWV (or, to the extent a subsidiary of MWV is a party, such subsidiary) and is in full force and effect, (ii) Parent and MWV and each subsidiary of its Subsidiaries has MWV have in all material respects performed all obligations required to be performed by it them to date under each Parent MWV Material Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of Parent or any of its Subsidiaries under any except where such Parent Contract, except, in each case, where any such invalidity, failure to be binding, failure to so perform or defaultnoncompliance, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effect on ParentMWV. Neither MWV nor any of its subsidiaries has knowledge of, or has received written notice of, any violation or default under (nor, to the knowledge of MWV, does there exist any condition that with the passage of time or the giving of notice or both would result in such a violation or default under) any MWV Material Contract. To the knowledge of MWV, no other party to any MWV Material Contract is in breach of or default under the terms of any MWV Material Contract where such default has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on MWV.

Certain Contracts. (a) Except as set forth in Section 4.14(a5.15(a) of the Parent Disclosure Schedule and except for the Settlement AgreementSchedule, neither Parent nor any of its Subsidiaries is a party to or is bound by any contract, arrangement, commitment or understanding contract (whether written or oral) (i) with respect to the employment of any directors, (ii) which, upon the consummation of the transactions contemplated by this Agreement, will result in any payment or benefits (whether of severance pay or otherwise) becoming due that would not otherwise be payable in the absence of the transactions contemplated by this Agreement, or the acceleration, increase or vesting of any rights to any payment or benefits, from Parent, the Surviving Corporation or any of their respective Subsidiaries to any officer, director or consultant of Parent or any of its Subsidiaries, (iii) as of the date of this Agreement which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Parent Reports, or (iiiv) which materially restricts the conduct of any line of business by Parent, or (iii) with or to a labor union or guild (including any collective bargaining agreement). Parent has made available to Subject Company true and correct copies of all material employment, consulting and deferred compensation agreements to which Parent or any of its Subsidiaries is a partySubsidiaries. Each contract, arrangement, commitment or understanding contract of the type described in clause (iii) of this Section 4.14(a5.15(a), other than the Parent Documents, whether or not set forth in Section 4.14(a5.15(a) of the Parent Disclosure Schedule, is referred to herein as a "“Parent Contract," .” Parent has previously delivered or made available to the Company true and neither Parent nor any correct copies of its Subsidiaries knows of, or has received notice of, any violation each contract of the above by any type described in Section 5.15(a) of the other parties thereto which, individually or in the aggregate, would have or would reasonably be expected to have a Material Adverse Effect on ParentParent Disclosure Schedule. (b) Except as set forth in Section 5.15(b) of the Parent Disclosure Schedule, (i) Each each Parent Contract is valid and binding and in full force and effect, (ii) Parent and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Parent Contract, and (iii) no event or condition exists which which, to the knowledge of Parent, constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of Parent or any of its Subsidiaries under any such Parent Contract, exceptand (iv) no other party to any Parent Contract is, to the knowledge of the Parent, in each case, where default in any such invalidity, failure to be binding, failure to so perform or default, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effect on Parentmaterial respect thereunder.

Certain Contracts. (a) Except as set forth in Section 4.14(a) of the Parent Disclosure Schedule for this Agreement and except for as filed as an exhibit to the Settlement AgreementUniversal Reports, neither Parent Universal nor any of its Subsidiaries is a party to or is bound by any “material contract, arrangement, commitment or understanding (whether written or oral) (i) which is a material contract ” (as such term is defined in Item item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Parent Reports, (ii) which materially restricts the conduct of any line of business by Parent, or (iii) with or to a labor union or guild (including any collective bargaining agreement). Parent has made available to Subject Company true and correct copies of all material employment, consulting and deferred compensation agreements to which Parent or any of its Subsidiaries is a party. Each contract, arrangement, commitment or understanding contracts of the type described in this Section 4.14(a), other than the Parent Documents, whether or not set forth in Section 4.14(a6.21(a) of the Parent Disclosure Schedule, is being referred to herein as a "Parent Contract," and neither Parent nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which, individually or in the aggregate, would have or would reasonably be expected to have a “Universal Material Adverse Effect on ParentContracts”). (ib) Each Parent As of the date of this Agreement, each Universal Material Contract is valid and binding and in full force and effect, (ii) Parent and Universal and each of its Subsidiaries has have in all material respects performed all obligations required to be performed by it them to date under each Parent ContractUniversal Material Contract to which they are party, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of Parent or any of its Subsidiaries under any except where such Parent Contract, except, in each case, where any such invalidity, failure to be binding, in full force and effect or such failure to so perform or defaultperform, individually or in the aggregate, would has not have or had and is not reasonably be expected likely to have a Universal Material Adverse Effect on ParentEffect. Except for such matters as, individually or in the aggregate, have not had and are not reasonably likely to have a Universal Material Adverse Effect, neither Universal nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of Universal, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Universal Material Contract or (y) has received written notice of the desire of the other party or parties to any such Universal Material Contract to exercise any rights such party has to cancel, terminate or repudiate such contract or exercise remedies thereunder. Each Universal Material Contract is enforceable by Universal or a Subsidiary of Universal in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity, except where such unenforceability does not constitute, individually or in the aggregate, a Universal Material Adverse Effect.

Certain Contracts. (a) Except as Section 6.22 of the Edge Disclosure Letter contains a list of all of the following contracts or agreements (other than those set forth on an exhibit index in Section 4.14(athe Edge Reports filed prior to the date of this Agreement) to which Edge or any Subsidiary of Edge is a party or by which any of them or their assets is bound as of the Parent Disclosure Schedule date of this Agreement: (i) any non-competition agreement that purports to limit the manner in which, or the localities in which, all or any portion of their respective businesses is conducted other than any such limitation that is not, and except will not be following the Effective Time, material to Edge and its Subsidiaries, taken as a whole, (ii) any contract or agreement for the Settlement AgreementDebt with a borrowing capacity or outstanding Debt of $50,000 or more, neither Parent nor (iii) any transaction or series of similar transactions, since December 31, 2002 or any currently proposed transaction, or series of transactions, to which Edge or any of its Subsidiaries is a party to was or is bound by to be a party, in which the amount involved exceeds $50,000 and in which any person who is currently or was since December 31, 2002 an employee of Edge or any of its Subsidiaries at the level of vice president or above had, or will have, a direct or indirect material interest or (iv) any "material contract, arrangement, commitment or understanding (whether written or oral) (i) which is a material contract " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (all contracts or agreements of the types described in clauses (i) through (iv) being referred to be performed after herein as "Edge Material Contracts"). (b) As of the date of this Agreement that has not been filed or incorporated by reference in the Parent ReportsAgreement, (ii) which materially restricts the conduct of any line of business by Parent, or (iii) with or to a labor union or guild (including any collective bargaining agreement). Parent has made available to Subject Company true and correct copies of all material employment, consulting and deferred compensation agreements to which Parent or any of its Subsidiaries is a party. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a), other than the Parent Documents, whether or not set forth in Section 4.14(a) of the Parent Disclosure Schedule, is referred to herein as a "Parent Contract," and neither Parent nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which, individually or in the aggregate, would have or would reasonably be expected to have a each Edge Material Adverse Effect on Parent. (i) Each Parent Contract is valid and binding and in full force and effect, (ii) Parent and Edge and each of its Subsidiaries has have in all material respects performed all obligations required to be performed by it them to date under each Parent ContractEdge Material Contract to which it is a party, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of Parent or any of its Subsidiaries under any except where such Parent Contract, except, in each case, where any such invalidity, failure to be binding, binding or in full force and effect or such failure to so perform or defaultdoes not and is not reasonably likely to create, individually or in the aggregate, would an Edge Material Adverse Effect. Except for such matters as do not have or and are not reasonably be expected likely to have a an Edge Material Adverse Effect on ParentEffect, neither Edge nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of Edge, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Edge Material Contract or (y) has received written notice of the desire of the other party or parties to any such Edge Material Contract to exercise any rights such party has to cancel, terminate or repudiate such contract or exercise remedies thereunder. Each Edge Material Contract is enforceable by Edge or a Subsidiary of Edge in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights and general principles of equity, except where such unenforceability is not reasonably likely to create, individually or in the aggregate, an Edge Material Adverse Effect.

Certain Contracts. (a) Except as set forth in Section 4.14(a) of the Parent Disclosure Schedule and except for the Settlement AgreementDecor Filed SEC Documents, neither Parent Decor nor any of its Subsidiaries subsidiaries is a party to or is bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) which is a any "material contract contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Parent Reports), (ii) any non-competition agreement or any other agreement or obligation which materially restricts purports to limit in any material respect the conduct manner in which, or the localities in which, all or any material portion of any line the business of business by ParentDecor and its subsidiaries (including, for purposes of this Section 3.1(s), Interiors and its subsidiaries, assuming the Merger has taken place), taken as a whole, is or would be conducted, or (iii) with any contract or to a labor union other agreement which would prohibit or guild (including any collective bargaining agreement). Parent has made available to Subject Company true and correct copies materially delay the consummation of all material employment, consulting and deferred compensation agreements to which Parent the Merger or any of its Subsidiaries is a party. Each contract, arrangement, commitment or understanding the transactions contemplated by this Agreement (all contracts of the type described in this Section 4.14(a), other than the Parent Documents, whether or not set forth in Section 4.14(aclauses (i) of the Parent Disclosure Schedule, is and (ii) being referred to herein as a "Parent Contract," and neither Parent nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which, individually or in the aggregate, would have or would reasonably be expected to have a Decor Material Adverse Effect on Parent. (i) Contracts"). Each Parent Decor Material Contract is valid and binding on Decor (or, to the extent an Decor subsidiary is a party, such subsidiary) and is in full force and effect, (ii) Parent and Decor and each of its Subsidiaries has Decor subsidiary have in all material respects performed all obligations required to be performed by it them to date under each Parent Decor Material Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of Parent or any of its Subsidiaries under any except where such Parent Contract, except, in each case, where any such invalidity, failure to be binding, failure to so perform or defaultnoncompliance, individually or in the aggregate, would not have a material adverse effect on Decor. Neither Decor nor any Decor subsidiary knows of, or reasonably be expected has received notice of, any violation or default under (nor, to have the knowledge of Decor, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Decor Material Adverse Effect on ParentContract.

Certain Contracts. (a) Except as set forth in Section 4.14(a) of the Parent Disclosure Schedule and except for the Settlement AgreementSchedule, neither Parent nor any of its Subsidiaries is a party to or is bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Parent Reports, (ii) which materially restricts the conduct of any line of business by Parent, or (iii) with or to a labor union or guild (including any collective bargaining agreement). Parent has made available to Subject Company true and correct copies of all material employment, consulting and deferred compensation agreements to which Parent or any of its Subsidiaries is a party. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a), other than the Parent Documents, whether or not set forth in Section 4.14(a) of the Parent Disclosure Schedule, is referred to herein as a "Parent Contract," and neither Parent nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which, individually or in the aggregate, would have or would reasonably be expected to have a Material Adverse Effect on Parent. (i) Each Parent Contract is valid and binding and in full force and effect, (ii) Parent and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Parent Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of Parent or any of its Subsidiaries under any such Parent Contract, except, in each case, where any such invalidity, failure to be binding, failure to so perform or default, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effect on Parent.

Certain Contracts. (a) Except as set forth in Section 4.14(a) of the Parent Disclosure Schedule for this Agreement and except for as filed as an exhibit to the Settlement Agreement▇▇▇▇▇▇ Reports, neither Parent ▇▇▇▇▇▇ nor any of its Subsidiaries is a party to or is bound by any “material contract, arrangement, commitment or understanding (whether written or oral) (i) which is a material contract ” (as such term is defined in Item item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Parent Reports, (ii) which materially restricts the conduct of any line of business by Parent, or (iii) with or to a labor union or guild (including any collective bargaining agreement). Parent has made available to Subject Company true and correct copies of all material employment, consulting and deferred compensation agreements to which Parent or any of its Subsidiaries is a party. Each contract, arrangement, commitment or understanding contracts of the type described in this Section 4.14(a), other than the Parent Documents, whether or not set forth in Section 4.14(a5.21(a) of the Parent Disclosure Schedule, is being referred to herein as a "Parent Contract," and neither Parent nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which, individually or in the aggregate, would have or would reasonably be expected to have a “▇▇▇▇▇▇ Material Adverse Effect on ParentContracts”). (ib) Each Parent As of the date of this Agreement, each ▇▇▇▇▇▇ Material Contract is valid and binding and in full force and effect, (ii) Parent and ▇▇▇▇▇▇ and each of its Subsidiaries has have in all material respects performed all obligations required to be performed by it them to date under each Parent Contract▇▇▇▇▇▇ Material Contract to which they are party, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of Parent or any of its Subsidiaries under any except where such Parent Contract, except, in each case, where any such invalidity, failure to be binding, in full force and effect or such failure to so perform or defaultperform, individually or in the aggregate, would has not have or had and is not reasonably be expected likely to have a ▇▇▇▇▇▇ Material Adverse Effect on ParentEffect. Except for such matters as, individually or in the aggregate, have not had and are not reasonably likely to have a ▇▇▇▇▇▇ Material Adverse Effect, neither ▇▇▇▇▇▇ nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of ▇▇▇▇▇▇, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any ▇▇▇▇▇▇ Material Contract or (y) has received written notice of the desire of the other party or parties to any such ▇▇▇▇▇▇ Material Contract to exercise any rights such party has to cancel, terminate or repudiate such contract or exercise remedies thereunder. Each ▇▇▇▇▇▇ Material Contract is enforceable by ▇▇▇▇▇▇ or a Subsidiary of ▇▇▇▇▇▇ in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer or other similar laws relating to creditors’ rights and general principles of equity, except where such unenforceability does not constitute, individually or in the aggregate, a ▇▇▇▇▇▇ Material Adverse Effect.

Certain Contracts. (a) Except as set forth in Section 4.14(a) of the Parent Disclosure Schedule and except for the Settlement Agreement, neither Parent nor any each of its Subsidiaries is a party to or is bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) which is a have in all material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) respects performed all obligations required to be performed after the by them to date of this Agreement that has not been filed or incorporated by reference in the under each Parent Reports, (ii) which materially restricts the conduct of any line of business by Parent, or (iii) with or to a labor union or guild (including any collective bargaining agreement). Parent has made available to Subject Company true and correct copies of all material employment, consulting and deferred compensation agreements Material Contract to which Parent or any of its Subsidiaries it is a party, except where such failure to perform does not and is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse Effect. Each contractExcept for such matters as do not and are not reasonably likely to have, arrangementindividually or in the aggregate, commitment or understanding of the type described in this Section 4.14(a)a Parent Material Adverse Effect, other than the Parent Documents, whether or not set forth in Section 4.14(a) of the Parent Disclosure Schedule, is referred to herein as a "Parent Contract," and neither Parent nor any of its Subsidiaries knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of Parent, does there exist any condition which with the above by passage of time or the giving of notice or both would result in such a violation or default under) any of the other parties thereto whichParent Material Contract. Except as would not be reasonably likely to have, individually or in the aggregate, would have or would reasonably be expected to have a Parent Material Adverse Effect on Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party to a Parent Material Contract to exercise rights adverse to Parent. . Each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC other than contracts (i) Each Parent Contract is valid described in Items 601(b)(10)(iii)(A) and binding and in full force and effect, (B) of Regulation S-K or (ii) Parent and each between the Company or any of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Parent ContractSubsidiaries, on the one hand, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of Parent or any of its Subsidiaries under Subsidiaries, on the other hand) to which Parent or any Subsidiary of Parent is a party or by which any of them or their assets is bound as of the date of the Agreement, whether or not included as an exhibit to any Parent Report, is referred to herein as a “Parent Material Contract,” and for purposes of ‎Section 5.1 and the bringdown of ‎Section 4.19 pursuant to ‎Section 6.2, “Parent Material Contract” shall include any such Parent Contract, except, in each case, where any such invalidity, failure to be binding, failure to so perform or default, individually or in “material contract” that is entered into after the aggregate, would not have or reasonably be expected to have a Material Adverse Effect on Parentdate of this Agreement.

Certain Contracts. (a) Except as set forth in Section 4.14(a) of the Parent Disclosure Schedule for this Agreement and except for as filed as an exhibit to the Settlement AgreementHanover Reports, neither Parent Hanover nor any of its Subsidiaries is a party to or is bound by any “material contract, arrangement, commitment or understanding (whether written or oral) (i) which is a material contract ” (as such term is defined in Item item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Parent Reports, (ii) which materially restricts the conduct of any line of business by Parent, or (iii) with or to a labor union or guild (including any collective bargaining agreement). Parent has made available to Subject Company true and correct copies of all material employment, consulting and deferred compensation agreements to which Parent or any of its Subsidiaries is a party. Each contract, arrangement, commitment or understanding contracts of the type described in this Section 4.14(a), other than the Parent Documents, whether or not set forth in Section 4.14(a5.21(a) of the Parent Disclosure Schedule, is being referred to herein as a "Parent Contract," and neither Parent nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which, individually or in the aggregate, would have or would reasonably be expected to have a “Hanover Material Adverse Effect on ParentContracts”). (ib) Each Parent As of the date of this Agreement, each Hanover Material Contract is valid and binding and in full force and effect, (ii) Parent and Hanover and each of its Subsidiaries has have in all material respects performed all obligations required to be performed by it them to date under each Parent ContractHanover Material Contract to which they are party, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of Parent or any of its Subsidiaries under any except where such Parent Contract, except, in each case, where any such invalidity, failure to be binding, in full force and effect or such failure to so perform or defaultperform, individually or in the aggregate, would has not have or had and is not reasonably be expected likely to have a Hanover Material Adverse Effect on ParentEffect. Except for such matters as, individually or in the aggregate, have not had and are not reasonably likely to have a Hanover Material Adverse Effect, neither Hanover nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of Hanover, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Hanover Material Contract or (y) has received written notice of the desire of the other party or parties to any such Hanover Material Contract to exercise any rights such party has to cancel, terminate or repudiate such contract or exercise remedies thereunder. Each Hanover Material Contract is enforceable by Hanover or a Subsidiary of Hanover in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity, except where such unenforceability does not constitute, individually or in the aggregate, a Hanover Material Adverse Effect.

Certain Contracts. (a) Except as set forth in Section 4.14(a) of the Parent Disclosure Schedule and except for the Settlement Agreement, neither Parent nor any of its Subsidiaries is a party to or is bound by any Each contract, arrangement, commitment or understanding (whether written or oral) (i) which is a “material contract contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Parent Reports, (ii) which materially restricts the conduct of any line of business by Parent, or (iii) with or to a labor union or guild (including any collective bargaining agreement). Parent has made available to Subject Company true and correct copies of all material employment, consulting and deferred compensation agreements to which Parent or any of its Subsidiaries is a party. Each contractparty or by which Parent or any of its Subsidiaries is bound (each, arrangement, commitment or understanding a “Parent Material Contract”) as of the type described in this Section 4.14(a)date hereof has been filed as an exhibit to Parent’s Annual Report on Form 10-K for the year ended December 31, other than the Parent Documents2015, whether or not set forth in Section 4.14(a) of the Parent Disclosure Schedulea Quarterly Report on Form 10-Q or Current Report on Form 8-K subsequent thereto, is referred to herein as a "Parent Contract," and neither Parent nor any of its Subsidiaries knows of, or has received notice of, any default or any violation of the above by any of the other parties thereto whichwhich would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Parent. (b) In each case, except as, either individually or in the aggregate, would have or would not reasonably be expected to have a Material Adverse Effect on Parent. , (i) Each each Parent Material Contract is valid and binding on Parent or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Parent and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Parent Material Contract, (iii) to Parent’s knowledge, each third-party counterparty to each Parent Material Contract has in all respects performed all obligations required to be performed by it to date under such Parent Material Contract, and (iiiiv) no event or condition exists which constitutes or, after notice or lapse of time or both, would will constitute, a material default on the part of Parent or any of its Subsidiaries under any such Parent Material Contract, except, in each case, where any such invalidity, failure to be binding, failure to so perform or default, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effect on Parent.

Certain Contracts. (a) Except as set forth in Section 4.14(a) of the Parent Disclosure Schedule and except for the Settlement Agreement, neither Neither Parent nor any of its Subsidiaries Sub is a party to or is bound by any contract, arrangement, commitment or understanding (whether written or oral) ): (i) which, upon the consummation of the transactions contemplated by this Agreement, will result in any payment (whether of severance pay or otherwise) becoming due from Parent or Sub to any officer or employee thereof, (ii) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K B of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Parent SEC Reports, (iiiii) which materially restricts the conduct of any line of business by ParentParent or Sub, or (iiiiv) with or to a labor union or guild (including any collective bargaining agreement), or (v) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the 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. Parent has made available previously delivered to Subject the Company true and correct complete copies of all material employment, consulting and deferred compensation agreements which are in writing and to which Parent or any of its Subsidiaries Sub is a party. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a), other than the Parent Documents, whether or not set forth in Section 4.14(a) of the Parent Disclosure Schedule, section is referred to herein as a "Parent Contract," and neither Parent nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which, individually or in the aggregate, would have or would reasonably be expected to have a Material Adverse Effect on Parent". (i) Each Parent Contract is legal, valid and binding upon Parent or Sub, as the case may be, assuming due authorization of the other party or parties thereto, and in full force and effect, (ii) Parent and each of its Subsidiaries or Sub has in all material respects performed all obligations required to be performed by it to date under each such Parent Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of Parent or any of its Subsidiaries Sub under any such Parent Contract. (c) Neither Parent nor Sub has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, exceptor replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify or replace product of which true and correct copies have been delivered to the Company, (ii) the warranties applicable under the Uniform Commercial Code as in each case, where any such invalidity, failure effect from time to be binding, failure to so perform or default, individually or time in the aggregate, would not have jurisdictions in which its products are sold and (iii) any other warranties under other state or reasonably be expected to have a Material Adverse Effect on Parentfederal laws.

Certain Contracts. (a) Except as set forth in Section 4.14(a3.14(a) of the Parent Subject Company Disclosure Schedule and except for the Settlement AgreementSchedule, neither Parent Subject Company nor any of its Subsidiaries is a party to or is bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Parent Subject Company Reports, (ii) which materially restricts the conduct of any line of business by ParentSubject Company, or (iii) with or to a labor union or guild (including any collective bargaining agreement). Parent Subject Company has made available to Subject Company Parent true and correct copies of all material employment, consulting and deferred compensation agreements to which Parent Subject Company or any of its Subsidiaries is a party. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a3.14(a), other than the Parent Subject Company Documents, whether or not set forth in Section 4.14(a3.14(a) of the Parent Subject Company Disclosure Schedule, is referred to herein as a "Parent Subject Company Contract," and neither Parent Subject Company nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which, individually or in the aggregate, would have or would reasonably be expected to have a Material Adverse Effect on ParentSubject Company. (i) Each Parent Subject Company Contract is valid and binding and in full force and effect, (ii) Parent Subject Company and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Parent Subject Company Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, constitute a material default on the part of Parent Subject Company or any of its Subsidiaries under any such Parent Subject Company Contract, except, in each case, where any such invalidity, failure to be binding, failure to so perform or default, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effect on ParentSubject Company.

Certain Contracts. (a) Except for this Agreement and except as set forth in on Section 4.14(a) 6.22 of the Parent NAM Disclosure Schedule and except for the Settlement AgreementLetter, neither Parent NAM nor any of its Subsidiaries is a party to or is bound by any “material contract, arrangement, commitment or understanding (whether written or oral) (i) which is a material contract ” (as such term is defined in Item item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Parent Reports, (ii) which materially restricts the conduct of any line of business by Parent, or (iii) with or to a labor union or guild (including any collective bargaining agreement). Parent has made available to Subject Company true and correct copies of all material employment, consulting and deferred compensation agreements to which Parent or any of its Subsidiaries is a party. Each contract, arrangement, commitment or understanding contracts of the type described in this Section 4.14(a), other than the Parent Documents, whether or not set forth in Section 4.14(a6.22(a) of the Parent Disclosure Schedule, is being referred to herein as a "Parent Contract," and neither Parent nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which, individually or in the aggregate, would have or would reasonably be expected to have a “NAM Material Adverse Effect on ParentContracts”). (ib) Each Parent As of the date of this Agreement, each NAM Material Contract is valid and binding and in full force and effect, (ii) Parent and NAM and each of its Subsidiaries has have in all material respects performed all obligations required to be performed by it them to date under each Parent ContractNAM Material Contract to which they are party, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of Parent or any of its Subsidiaries under any except where such Parent Contract, except, in each case, where any such invalidity, failure to be binding, in full force and effect or such failure to so perform or defaultperform, individually or in the aggregate, would has not have or had and is not reasonably be expected likely to have a NAM Material Adverse Effect on ParentEffect. Except for such matters as, individually or in the aggregate, have not had and are not reasonably likely to have a NAM Material Adverse Effect, neither NAM nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of NAM, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any NAM Material Contract or (y) has received written notice of the desire of the other party or parties to any such NAM Material Contract to exercise any rights such party has to cancel, terminate or repudiate such contract or exercise remedies thereunder. Each NAM Material Contract is enforceable by NAM or a Subsidiary of NAM in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer or other similar laws relating to creditors’ rights and general principles of equity, except where such unenforceability does not constitute, individually or in the aggregate, a NAM Material Adverse Effect.

Certain Contracts. (a) Except as set forth in on Section 4.14(a4.1(s) of the Parent Janus Disclosure Schedule Schedule, and except for this Agreement and the Settlement Ancillary Agreements, as of the date of this Agreement, neither Parent Janus nor any of its Subsidiaries subsidiaries is a party to or is bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) which is a any “material contract contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (ii) any Contract relating to third party indebtedness for borrowed money in excess of $10,000,000 or any guarantee thereof, (iii) any non-competition agreement or any other agreement or obligation that, by its terms, limits in any material respect the manner in which, or the localities in which, any material portion of the businesses of Janus and its subsidiaries (including, for purposes of this Section 4.1(s), ▇▇▇▇▇▇▇▇▇ and its subsidiaries, assuming the Merger has been consummated), taken as a whole, is or can be performed after conducted, or (iv) any material Contract granting “most favored” status that, following the Effective Time, would be applicable to ▇▇▇▇▇▇▇▇▇ (collectively, the Janus Material Contracts). Janus has delivered or made available to ▇▇▇▇▇▇▇▇▇, prior to the date of this Agreement, true and complete copies of all the Janus Material Contracts that exist as of the date of this Agreement that has and have not been filed or incorporated by reference in as exhibits to the Parent ReportsJanus Filed SEC Documents. Each Janus Material Contract is valid and binding on Janus (or, (ii) which materially restricts to the conduct extent a subsidiary of any line of business by Parent, or (iii) with or to a labor union or guild (including any collective bargaining agreement). Parent has made available to Subject Company true and correct copies of all material employment, consulting and deferred compensation agreements to which Parent or any of its Subsidiaries Janus is a party. Each contract, arrangement, commitment or understanding of such subsidiary) and is in full force and effect (subject to the type described in this Section 4.14(aEnforceability Exceptions), other than the Parent Documentsand Janus and each subsidiary of Janus have performed all obligations required to be performed by them to date under each Janus Material Contract, whether or not set forth in Section 4.14(a) of the Parent Disclosure Schedule, is referred to herein as a "Parent Contract," and neither Parent nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto whichexcept where such noncompliance, individually or in the aggregate, would have or would not reasonably be expected to have a Material Adverse Effect on Parent. (i) Each Parent Contract is valid and binding and in full force and effect, (ii) Parent and each Janus. Neither Janus nor any of its Subsidiaries subsidiaries has in all knowledge of, or has received written notice of, any material respects performed all obligations required violation or material default under (nor, to be performed by it to date under each Parent Contractthe knowledge of Janus, and (iii) no event or does there exist any condition exists which constitutes or, after notice or lapse that with the passage of time or boththe giving of notice or both would result in such a violation or default under) any Janus Material Contract. To the knowledge of Janus, no other party to any Janus Material Contract is in breach of or default under the terms of any Janus Material Contract where such default has had, or would constitute, a material default on the part of Parent or any of its Subsidiaries under any such Parent Contract, except, in each case, where any such invalidity, failure reasonably be expected to be binding, failure to so perform or defaulthave, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effect on ParentJanus.

Certain Contracts. (a) Except as set forth in Section 4.14(a) of the Parent Disclosure Schedule and except for the Settlement Agreement, neither Parent nor any of its Subsidiaries is a party to or is bound by any Each contract, arrangement, commitment or understanding (whether written or oral) (i) which that is a “material contract contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Parent Reports, (ii) which materially restricts the conduct of any line of business by Parent, or (iii) with or to a labor union or guild (including any collective bargaining agreement). Parent has made available to Subject Company true and correct copies of all material employment, consulting and deferred compensation agreements to which Parent or any of its the Parent Subsidiaries is a party. Each contract, arrangement, commitment party or understanding of the type described in this Section 4.14(a), other than the by which Parent Documents, whether or not set forth in Section 4.14(a) of the Parent Disclosure Schedule, is referred to herein as a "Parent Contract," and neither Parent nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties Subsidiaries is bound as of the date hereof has been filed as an exhibit to the most recent Annual Report on Form 10-K filed by Parent, or a Quarterly Report on Form 10-Q or Current Report on Form 8-K subsequent thereto which(each, a “Parent Contract”). (b) In each case, except as, either individually or in the aggregate, would have or would not reasonably be expected to have a Material Adverse Effect on Parent. , (i) Each each Parent Contract is valid and binding on Parent or one of the Parent Subsidiaries, as applicable, and in full force and effect, (ii) Parent and each of its the Parent Subsidiaries has in all material respects have complied with and performed all obligations required to be complied with or performed by it any of them to date under each Parent Contract, and (iii) to the knowledge of Parent, each third-party counterparty to each Parent Contract has complied with and performed all obligations required to be complied with and performed by it to date under such Parent Contract, (iv) neither Parent nor any of the Parent Subsidiaries has knowledge of, or has received notice of, (A) any violation of any Parent Contract by any of the other parties thereto or (B) any dispute with any third party to any Parent Contract, (v) no event or condition exists which constitutes or, after notice or lapse of time or both, would will constitute, a material breach or default on the part of Parent or any of its the Parent Subsidiaries or, to the knowledge of Parent, any other party thereto, of or under any such Parent Contract, except, and (vi) no third-party counterparty to any Parent Contract has exercised or threatened to exercise any force majeure (or similar) provision to excuse non-performance or performance delays in each case, where any such invalidity, failure to be binding, failure to so perform Parent Contract as a result of the Pandemic or default, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effect on ParentPandemic Measures.

Certain Contracts. (a) Except for this Agreement and except as set forth in Section 4.14(a) of filed as an exhibit to the Parent Disclosure Schedule and except for the Settlement AgreementReports, neither Parent nor any of its Subsidiaries is a party to or is bound by any “material contract, arrangement, commitment or understanding (whether written or oral) (i) which is a material contract ” (as such term is defined in Item item 601(b)(10) of Regulation S-K of the SEC) to be performed after (all contracts of the date of type described in this Agreement that has not been filed or incorporated by reference in the Parent ReportsSection 4.22(a), (ii) which materially restricts the conduct of any line of business by Parent, or (iii) together with or to a labor union or guild (including any collective bargaining agreement). Parent has made available to Subject Company true and correct copies of all material employmentordinances by, consulting and deferred compensation material agreements with, municipalities pursuant to which Parent or any of its Subsidiaries is has been granted a party. Each contractgas franchise, arrangement, commitment or understanding of the type described in this Section 4.14(a), other than the Parent Documents, whether or not set forth in Section 4.14(a) of the Parent Disclosure Schedule, is being referred to herein as a "the “Parent Contract," and neither Parent nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which, individually or in the aggregate, would have or would reasonably be expected to have a Material Adverse Effect on ParentContracts”). (ib) Each Parent Material Contract is valid and binding and in full force and effect, (ii) Parent and each of Parent and its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Parent ContractMaterial Contract to which it is a party, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of Parent or any of its Subsidiaries under any except where such Parent Contract, except, in each case, where any such invalidity, failure to be binding, in full force and effect or such failure to so perform or defaultperform, individually or in the aggregate, would has not have or had and is not reasonably be expected likely to have a Parent Material Adverse Effect on Effect. Except for such matters that, individually or in the aggregate, have not had and are not reasonably likely to have a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries (i) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of Parent, does there exist any fact, condition or circumstance which with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Material Contract, or (ii) has received written notice of the desire of the other party or parties to any such Parent Material Contract to exercise any rights such party has to cancel, terminate or repudiate such contract or exercise remedies thereunder. (c) (i) All contracts, whether or not Parent Material Contracts, to which Parent or any of its Subsidiaries is a party have been approved or reviewed by the DPSC, MPSC or FPSC, as applicable, to the extent such approval or review is required and (ii) all costs under any gas contract to which Parent or any of its Subsidiaries is a party are currently being passed through to customers thereof. (d) Except for such contracts, agreements and arrangements that, individually or in the aggregate, have not had and are not reasonably likely to have a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries (i) is a party to or bound by any derivative contract or instrument, or (ii) is a party to or bound by any non-competition agreement or any other agreement or arrangement that would, after the Effective Time, limit or restrict Parent or any of its Subsidiaries (including the Surviving Corporation) or any successor thereto, from engaging or competing in any line of business or in any geographic area. 24 Table of Contents

Certain Contracts. (a) Except as set forth in Section 4.14(a) 6.18 of the Parent Disclosure Schedule and except for Letter sets forth a list, as of the Settlement date of this Agreement, neither of each of the following Contracts by which Parent nor or any of its Subsidiaries is a party to or is bound by any contract, arrangement, commitment or understanding (whether written or oral) bound: (i) which any lease of real or personal property providing for annual rentals of $100,000 or more; (ii) any partnership, joint venture or other similar agreement or arrangement; (iii) any Contract (other than solely among direct or indirect wholly-owned Subsidiaries of Parent) relating to (A) any outstanding Debt or (B) any guarantee furnished by or on behalf of Parent or any of its Subsidiaries; (iv) any Contract made since January 1, 2011 relating to the disposition or acquisition of material assets not in the ordinary course of business having a value in excess of $100,000; (v) any Contract that is a “material contract contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act); (vi) any Contract or covenant that (A) purports to limit the type of business in which Parent or its Subsidiaries may engage or the SECmanner or locations in which any of them may so engage in any business or (B) to be performed after could require the date of this Agreement that has not been filed or incorporated by reference in the Parent Reports, (ii) which materially restricts the conduct disposition of any material assets or line of business by Parent, of Parent or its Subsidiaries; (iiivii) with or to a labor union or guild (including any collective bargaining agreement). Parent has made available to Subject Company true and correct copies of all material employment, consulting and deferred compensation agreements to Contract under which Parent or any of its Subsidiaries is a party. Each contracthas agreed to indemnify or reimburse any surety in respect of amounts paid or claimed against any surety bonds, arrangementwhich such surety bonds (bid, commitment performance or understanding other) were obtained in connection with services being performed by Parent or any of the type described in this Section 4.14(a), other than the Parent Documents, whether or not its Subsidiaries are set forth in Section 4.14(a6.18(a)(vii) of the Parent Disclosure ScheduleLetter; and (viii) any other Contract or group of Contracts with a single counterparty that, is referred if terminated or subject to herein as a "Parent Contract," and neither Parent nor any of its Subsidiaries knows of, or has received notice of, any violation of the above default by any of the other parties thereto whichparty thereto, would reasonably be expected to result, individually or in the aggregate, would have or would reasonably be expected to have in a Parent Material Adverse Effect on Parent(the Contracts described in clauses (i)—(viii), whether or not included as an exhibit to the Parent Reports, and together with all exhibits and schedules to such Contracts, being referred to herein each as a “Parent Material Contract”). (ib) Parent has previously made available to the Company true, complete and correct copies of each Parent Material Contract that is not included as an exhibit to the Parent Reports. (c) Each Parent Material Contract is valid and binding and in full force and effect, (ii) and Parent and each of its Subsidiaries has in all material respects have performed all obligations required to be performed by it them, in all material respects, to date under each Parent Contract, and (iii) no event or condition exists Material Contract to which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of they are party. Neither Parent or nor any of its Subsidiaries (i) is in material breach of or violation or default under any Parent Material Contract or (ii) has received written notice of any such material breach, violation or default or the desire of the other party or parties to any such Parent ContractMaterial Contract to exercise any rights such party has to cancel, exceptterminate or repudiate such contract or exercise remedies thereunder. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent in accordance with its terms, in each casesubject to applicable bankruptcy, where any such invalidityinsolvency, failure reorganization, moratorium or other similar laws relating to be binding, failure to so perform or default, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effect on Parentcreditors’ rights and general principles of equity.

Certain Contracts. (a) Except as set forth in Section 4.14(a) of the Parent Disclosure Schedule and except for the Settlement Agreement, neither Neither Parent nor any of its Subsidiaries is a party to or is bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) which that is a “material contract (as defined in contract” that would be required to be filed pursuant to Item 601(b)(10) of Regulation S-K of the SEC) Sec and that is to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Parent Reports, SEC Reports filed prior to the date hereof (ii) which materially restricts the conduct of any line of business by Parent, or (iii) with or to a labor union or guild (including any collective bargaining agreement). Parent has made available to Subject Company true and correct copies of all material employment, consulting and deferred compensation agreements to which Parent or any of its Subsidiaries is a party. Each such contract, arrangement, commitment or understanding of the type described in this Section 4.14(a), other than the Parent Documents, 4.12(a) whether or not set forth in Section 4.14(a) of the Parent Disclosure Schedule, is referred to herein as a "“Parent Contract," and neither Parent nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which, individually or in the aggregate, would have or would reasonably be expected to have a Material Adverse Effect on Parent”). (b) (i) Each Parent Contract is valid and binding on Parent or its applicable Subsidiary, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception), and is in full force and effect, (ii) Parent and each of its Subsidiaries and, to Parent’s knowledge, each other party thereto has in all material respects duly performed all obligations required to be performed by it to date under each Parent Contract, Contract and (iii) no event or condition exists which that constitutes or, after notice or lapse of time or both, would will constitute, a material breach, violation or default on the part of Parent or any of its Subsidiaries or, to Parent’s knowledge, any other party thereto under any such Parent Contract. No notice of default or termination has been received under any Parent Contract. There are no disputes pending or, exceptto Parent’s knowledge, in each case, where threatened with respect to any such invalidity, failure to be binding, failure to so perform or default, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effect on ParentParent Contract.

Certain Contracts. (a) Except for this Agreement and except as set forth in Section 4.14(a) of filed as an exhibit to the Parent Disclosure Schedule and except for the Settlement AgreementReports, neither Parent nor any of its Subsidiaries is a party to or is bound by any “material contract, arrangement, commitment or understanding (whether written or oral) (i) which is a material contract ” (as such term is defined in Item item 601(b)(10) of Regulation S-K of the SEC) to be performed after (all contracts of the date of type described in this Agreement that has not been filed or incorporated by reference in the Parent ReportsSection 4.22(a), (ii) which materially restricts the conduct of any line of business by Parent, or (iii) together with or to a labor union or guild (including any collective bargaining agreement). Parent has made available to Subject Company true and correct copies of all material employmentordinances by, consulting and deferred compensation material agreements with, municipalities pursuant to which Parent or any of its Subsidiaries is has been granted a party. Each contractgas franchise, arrangement, commitment or understanding of the type described in this Section 4.14(a), other than the Parent Documents, whether or not set forth in Section 4.14(a) of the Parent Disclosure Schedule, is being referred to herein as a "the “Parent Contract," and neither Parent nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which, individually or in the aggregate, would have or would reasonably be expected to have a Material Adverse Effect on ParentContracts”). (ib) Each Parent Material Contract is valid and binding and in full force and effect, (ii) Parent and each of Parent and its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Parent ContractMaterial Contract to which it is a party, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of Parent or any of its Subsidiaries under any except where such Parent Contract, except, in each case, where any such invalidity, failure to be binding, in full force and effect or such failure to so perform or defaultperform, individually or in the aggregate, would has not have or had and is not reasonably be expected likely to have a Parent Material Adverse Effect on Effect. Except for such matters that, individually or in the aggregate, have not had and are not reasonably likely to have a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries (i) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of Parent, does there exist any fact, condition or circumstance which with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Material Contract, or (ii) has received written notice of the desire of the other party or parties to any such Parent Material Contract to exercise any rights such party has to cancel, terminate or repudiate such contract or exercise remedies thereunder. (c) (i) All contracts, whether or not Parent Material Contracts, to which Parent or any of its Subsidiaries is a party have been approved or reviewed by the DPSC, MPSC or FPSC, as applicable, to the extent such approval or review is required and (ii) all costs under any gas contract to which Parent or any of its Subsidiaries is a party are currently being passed through to customers thereof. (d) Except for such contracts, agreements and arrangements that, individually or in the aggregate, have not had and are not reasonably likely to have a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries (i) is a party to or bound by any derivative contract or instrument, or (ii) is a party to or bound by any non-competition agreement or any other agreement or arrangement that would, after the Effective Time, limit or restrict Parent or any of its Subsidiaries (including the Surviving Corporation) or any successor thereto, from engaging or competing in any line of business or in any geographic area.

Certain Contracts. (a) Except as set forth in Section 4.14(a) of the Parent Disclosure Schedule for this Agreement and except for as filed as an exhibit to the Settlement AgreementCompany Reports, neither Parent the Company nor any of its Subsidiaries is a party to or is bound by any “material contract, arrangement, commitment or understanding (whether written or oral) (i) which is a material contract ” (as such term is defined in Item item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Parent Reports, (ii) which materially restricts the conduct of any line of business by Parent, or (iii) with or to a labor union or guild (including any collective bargaining agreement). Parent has made available to Subject Company true and correct copies of all material employment, consulting and deferred compensation agreements to which Parent or any of its Subsidiaries is a party. Each contract, arrangement, commitment or understanding contracts of the type described in this Section 4.14(a3.22(a), other than together with all material ordinances by, and material agreements with, municipalities pursuant to which the Parent DocumentsCompany or any of its Subsidiaries has been granted a gas or electric franchise, whether or not set forth in Section 4.14(a) of the Parent Disclosure Schedule, is being referred to herein as a "Parent Contract," and neither Parent nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which, individually or in the aggregate, would have or would reasonably be expected to have a “Company Material Adverse Effect on ParentContracts”). (ib) Each Parent Company Material Contract is valid and binding and in full force and effect, (ii) Parent and each of the Company and its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Parent ContractCompany Material Contract to which it is a party, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of Parent or any of its Subsidiaries under any except where such Parent Contract, except, in each case, where any such invalidity, failure to be binding, in full force and effect or such failure to so perform or defaultperform, individually or in the aggregate, would has not have or had and is not reasonably be expected likely to have a Company Material Adverse Effect on ParentEffect. Except for such matters that, individually or in the aggregate, have not had and are not reasonably likely to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries (i) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of the Company, does there exist any fact, condition or circumstance which with the passage of time or the giving of notice or both would result in such a violation or default under) any Company Material Contract, or (ii) has received written notice of the desire of the other party or parties to any such Company Material Contract to exercise any rights such party has to cancel, terminate or repudiate such contract or exercise remedies thereunder. (c) (i) All contracts, whether or not Company Material Contracts, to which the Company or any of its Subsidiaries is a party have been approved or reviewed by the FPSC to the extent such approval or review is required and (ii) all costs under any gas or electric contract to which the Company or any of its Subsidiaries is a party are currently being passed through to customers thereof. (d) Except for such contracts, agreements and arrangements that, individually or in the aggregate, have not had and are not reasonably likely to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries (i) is a party to or bound by any derivative contract or instrument, or (ii) is a party to or bound by any non-competition agreement or any other agreement or arrangement that would, after the Effective Time, limit or restrict Parent or any of its Subsidiaries (including the Surviving Corporation) or any successor thereto, from engaging or competing in any line of business or in any geographic area.

Certain Contracts. (a) Except as set forth in Section 4.14(a) As of the Parent Disclosure Schedule and except for the Settlement Agreementdate hereof, neither Parent nor none of GBC or any of its Subsidiaries is a party to or is bound by (i) any contract, arrangementlease or compensatory plan, commitment contract or understanding (whether written or oral) (i) which is a material contract (as defined in arrangement of the type required to be disclosed pursuant to Item 601(b)(10) of Regulation S-K of the SECSEC (without giving effect to any ordinary course of business exception set forth therein) to be performed after the date of this Agreement that has not been filed (“Material Contracts”) or incorporated by reference in the Parent Reports, (ii) which materially any non-competition agreement or any other Contract that limits or otherwise restricts the conduct of any line of business by Parent, or (iii) with or to a labor union or guild (including any collective bargaining agreement). Parent has made available to Subject Company true and correct copies of all material employment, consulting and deferred compensation agreements to which Parent GBC or any of its Subsidiaries is a party. Each contractor any of their respective affiliates or any successor thereto, arrangementor that would, commitment after the Effective Time, to the Knowledge of GBC, limit or understanding of the type described in this Section 4.14(a), other than the Parent Documents, whether restrict ACCO or not set forth in Section 4.14(a) of the Parent Disclosure Schedule, is referred to herein as a "Parent Contract," and neither Parent nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of their respective affiliates or any successor thereto, from engaging or competing in any line of business in any geographic area, which agreements or other Contracts, to the other parties thereto whichKnowledge of GBC, individually or in the aggregate, would have or would reasonably be expected to have a Material Adverse Effect on Parent. (i) Each Parent Contract is ACCO, after giving effect to the Merger. All Material Contracts of GBC and its Subsidiaries are valid and binding on GBC and its Subsidiaries, as applicable, and in full force and effect, (ii) Parent and each of its Subsidiaries has effect except to the extent they have previously expired in all material respects performed all obligations required to be performed by it to date under each Parent Contract, and (iii) no event accordance with their terms or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on if the part of Parent or any of its Subsidiaries under any such Parent Contract, except, in each case, where any such invalidity, failure to be binding, failure to so perform or defaultin full force and effect, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effect on ParentGBC. None of GBC or any of its Subsidiaries (or, to the Knowledge of GBC, any other party thereto) has violated any provision of, or committed or failed to perform any act which with or without notice, lapse of time or both would constitute a default under the provisions of, any Contract of GBC or any of its Subsidiaries, except in each case for those violations and defaults which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on GBC.

Certain Contracts. (a) Except as set forth in the PRI SEC Reports or in Section 4.14(a) 5.12 of the Parent PRI Disclosure Schedule and except for the Settlement AgreementSchedule, neither Parent PRI nor any of its Subsidiaries is a party to or is bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) which is a any "material contract contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Parent Reports), (ii) any non-competition agreement or any other agreement or obligation which materially restricts purports to limit in any material respect the conduct manner in which, or the localities in which, all or any material portion of any line the business of PRI and its Subsidiaries, taken as a whole, has been, or the business by Parentof ▇▇▇▇▇▇ and its Subsidiaries after the Merger will be, conducted, or (iii) with any contract or to a labor union other agreement which would by its terms prohibit or guild (including any collective bargaining agreement). Parent has made available to Subject Company true and correct copies materially delay the consummation of all material employment, consulting and deferred compensation agreements to which Parent the Merger or any of its Subsidiaries is a party. Each contract, arrangement, commitment or understanding the transactions contemplated by this Agreement (all contracts of the type described in this Section 4.14(aclauses (i) and (ii) being referred to herein as "PRI MATERIAL CONTRACTS"), other than the Parent Documents, whether or not . (b) Except as set forth in Section 4.14(a) 5.12 of the Parent PRI Disclosure Schedule, is referred to herein as a "Parent Contract," and neither Parent nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which, individually or in the aggregate, would have or would reasonably be expected to have a each PRI Material Adverse Effect on Parent. (i) Each Parent Contract is valid and binding on PRI (or, to the extent a PRI Subsidiary is a party, such Subsidiary) and is in full force and effect, (ii) Parent and PRI and each of its Subsidiaries has PRI Subsidiary and to PRI's Knowledge each other party thereto have in all material respects performed all obligations required to be performed by it them to date under each Parent PRI Material Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of Parent or any of its Subsidiaries under any except where such Parent Contract, except, in each case, where any such invalidity, failure to be binding, failure to so perform or defaultnoncompliance, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effect on ParentPRI. Except as set forth in Section 5.12 of the PRI Disclosure Schedule, neither PRI nor any PRI Subsidiary Knows of, or has received notice of, any violation or default under (nor, to the Knowledge of PRI, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any PRI Material Contract by PRI.

Certain Contracts. (a) Except as set forth in Section 4.14(a) of the Parent Disclosure Schedule and except for the Settlement Agreement, neither Neither Parent nor any of its Subsidiaries is a party to or is bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) which that is a “material contract (as defined in contract” that would be required to be filed pursuant to Item 601(b)(10) of Regulation S-K of the SEC) SEC and that is to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Parent Reports, SEC Reports filed prior to the date hereof (ii) which materially restricts the conduct of any line of business by Parent, or (iii) with or to a labor union or guild (including any collective bargaining agreement). Parent has made available to Subject Company true and correct copies of all material employment, consulting and deferred compensation agreements to which Parent or any of its Subsidiaries is a party. Each such contract, arrangement, commitment or understanding of the type described in this Section 4.14(a), other than the Parent Documents, 4.12(a) whether or not set forth in Section 4.14(a) of the Parent Disclosure Schedule, is referred to herein as a "“Parent Contract," and neither Parent nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which, individually or in the aggregate, would have or would reasonably be expected to have a Material Adverse Effect on Parent”). (b) (i) Each Parent Contract is valid and binding on Parent or its applicable Subsidiary, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception), and is in full force and effect, (ii) Parent and each of its Subsidiaries and, to Parent’s knowledge, each other party thereto has in all material respects duly performed all obligations required to be performed by it to date under each Parent Contract, Contract and (iii) no event or condition exists which that constitutes or, after notice or lapse of time or both, would will constitute, a material breach, violation or default on the part of Parent or any of its Subsidiaries or, to Parent’s knowledge, any other party thereto under any such Parent Contract. No notice of default or termination has been received under any Parent Contract. There are no disputes pending or, exceptto Parent’s knowledge, in each case, where threatened with respect to any such invalidity, failure to be binding, failure to so perform or default, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effect on ParentParent Contract.

Certain Contracts. (a) Except as Section 6.23 of the Santa Fe Disclosure Letter contains a list of all of the following contracts or agreements (other than those set forth on an exhibit index in Section 4.14(athe Santa Fe Reports filed prior to the date of this Agreement) to which Santa Fe or any Subsidiary of the Parent Disclosure Schedule and except for the Settlement Agreement, neither Parent nor any of its Subsidiaries Santa Fe is a party to or by which any of them or their assets is bound by any contract, arrangement, commitment or understanding (whether written or oral) as of the date of this Agreement: (i) any non-competition agreement that purports to limit the manner in which, or the localities in which, all or any portion of their respective businesses is conducted other than any such limitation that is not, and will not be following the Effective Time, material to Santa Fe and its Subsidiaries, taken as a whole, (ii) any drilling rig construction or conversion contract with respect to which is the drilling rig has not been delivered and paid for, (iii) any drilling contracts of one year or greater remaining duration including fixed price customer options, (iv) any contract or agreement for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more or (v) any "material contract contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (all contracts or agreements of the types described in clauses (i) through (v) being referred to be performed after herein as "Santa Fe Material Contracts"). (b) As of the date of this Agreement that has not been filed or incorporated by reference in Agreement, each Santa Fe Material Contract is, to the Parent Reportsknowledge of Santa Fe, (ii) which materially restricts the conduct of any line of business by Parent, or (iii) with or to a labor union or guild (including any collective bargaining agreement). Parent has made available to Subject Company true and correct copies of all material employment, consulting and deferred compensation agreements to which Parent or any of its Subsidiaries is a party. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a), other than the Parent Documents, whether or not set forth in Section 4.14(a) of the Parent Disclosure Schedule, is referred to herein as a "Parent Contract," and neither Parent nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which, individually or in the aggregate, would have or would reasonably be expected to have a Material Adverse Effect on Parent. (i) Each Parent Contract is valid and binding and in full force and effect, (ii) Parent and Santa Fe and each of its Subsidiaries has have in all material respects performed all obligations required to be performed by it them to date under each Parent ContractSanta Fe Material Contract to which it is a party, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of Parent or any of its Subsidiaries under any except where such Parent Contract, except, in each case, where any such invalidity, failure to be binding, binding or in full force and effect or such failure to so perform or defaultdoes not and is not reasonably likely to create, individually or in the aggregate, would a Santa Fe Material Adverse Effect. Except for such matters as do not have or and are not reasonably be expected likely to have a Santa Fe Material Adverse Effect on ParentEffect, neither Santa Fe nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of Santa Fe, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Santa Fe Material Contract or (y) has received written notice of the desire of the other party or parties to any such Santa Fe Material Contract to exercise any rights such party has to cancel, terminate or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Santa Fe Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Santa Fe Material Contract or permit any other party to a Santa Fe Material Contract to exercise rights adverse to Santa Fe. Each Santa Fe Material Contract is enforceable by Santa Fe or a Subsidiary of Santa Fe in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights and general principles of equity, except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Global Material Adverse Effect.

Certain Contracts. (a) Except for this Agreement, as set forth in Section 4.14(a) of the Parent Disclosure Schedule and except for the Settlement date of this Agreement, neither Parent the Company nor any of its Subsidiaries subsidiaries is a party to or is bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) which is a any “material contract contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (ii) any contract relating to indebtedness for borrowed money in excess of $50,000,000 or any guarantee thereof, or (iii) any non-competition agreement or any other agreement or obligation which purports to limit in any material respect the manner in which, or the localities in which, all or any material portion of the businesses of the Company and its subsidiaries (including, for purposes of this ‎Section 4.1(p), Parent and its subsidiaries, assuming the Merger has taken place), taken as a whole, is or would be performed after conducted (all contracts of the types described in clauses (i) through (iii), collectively, the “Company Material Contracts”). The Company has delivered or made available to Parent, prior to the date of this Agreement, true and complete copies of all the Company Material Contracts that exist as of the date of this Agreement that has and have not been filed or incorporated by reference in as exhibits to the Parent Reports, (ii) which materially restricts the conduct of any line of business by Parent, or (iii) with or to a labor union or guild (including any collective bargaining agreement). Parent has made available to Subject Company true and correct copies of all material employment, consulting and deferred compensation agreements to which Parent or any of its Subsidiaries is a partyFiled SEC Documents. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a), other than the Parent Documents, whether or not set forth in Section 4.14(a) of the Parent Disclosure Schedule, is referred to herein as a "Parent Contract," and neither Parent nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which, individually or in the aggregate, would have or would reasonably be expected to have a Company Material Adverse Effect on Parent. (i) Each Parent Contract is valid and binding on the Company (or, to the extent a subsidiary of the Company is a party, such subsidiary) and is in full force and effecteffect (subject to the Enforceability Exceptions), (ii) Parent and the Company and each subsidiary of its Subsidiaries has the Company have in all material respects performed all obligations required to be performed by it them to date under each Parent Company Material Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of Parent or any of its Subsidiaries under any except where such Parent Contract, except, in each case, where any such invalidity, failure to be binding, failure to so perform or defaultnoncompliance, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effect on Parentthe Company. Neither the Company nor any of its subsidiaries has knowledge of, or has received written notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition that with the passage of time or the giving of notice or both would result in such a violation or default under) any Company Material Contract. To the knowledge of the Company, no other party to any Company Material Contract is in breach of or default under the terms of any Company Material Contract where such default has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.

Certain Contracts. (a) Except as set forth in Section 4.14(a) of the Parent Disclosure Schedule and except for the Settlement Agreement, neither Parent nor any of its Subsidiaries is a party to or is bound by any Each contract, arrangement, commitment or understanding (whether written or oral) (i) which is a “material contract contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date which Parent nor any of this Agreement that has not been filed its Subsidiaries is a party or incorporated by reference in the Parent Reports, (ii) which materially restricts the conduct of any line of business by Parent, or (iii) with or to a labor union or guild (including any collective bargaining agreement). Parent has made available to Subject Company true and correct copies of all material employment, consulting and deferred compensation agreements to which Parent or any of its Subsidiaries is a party. Each contract, arrangement, commitment or understanding bound as of the type described in this Section 4.14(a)date hereof has been filed as an exhibit to the most recent Annual Report on Form 10-K filed by Parent, other than the Parent Documentsor a Quarterly Report on Form 10-Q or Current Report on Form 8-K subsequent thereto (each, whether or not set forth in Section 4.14(a) of the Parent Disclosure Schedule, is referred to herein as a "“Parent Contract," ”). (b) (i) Each Parent Contract is valid and binding on Parent or one of its Subsidiaries, as applicable, and in full force and effect, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent, (ii) Parent and each of its Subsidiaries has performed all obligations required to be performed by it under each Parent Contract, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent, (iii) to Parent’s Knowledge, each third-party counterparty to each Parent Contract has performed all obligations required to be performed by it under such Parent Contract, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent, (iv) neither Parent nor any of its Subsidiaries knows of, or has received notice of, any violation of the above any Parent Contract by any of the other parties thereto whichwhich would reasonably be expected to have, either individually or in the aggregate, would have or would reasonably be expected to have a Material Adverse Effect on Parent. (i) Each Parent Contract is valid and binding and in full force and effect, (ii) the Parent and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Parent Contract, and (iiiv) no event or condition exists which constitutes or, after notice or lapse of time or both, would will constitute, a material default on the part of Parent or any of its Subsidiaries under any such Parent Contract, except, in each case, except where any such invalidity, failure to be binding, failure to so perform or default, either individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effect on Parent.

Certain Contracts. (a) Except as set forth in Section 4.14(a) of the Parent Disclosure Schedule for this Agreement and except for as filed as an exhibit to the Settlement AgreementCompany Reports, neither Parent the Company nor any of its Subsidiaries is a party to or is bound by any “material contract, arrangement, commitment or understanding (whether written or oral) (i) which is a material contract ” (as such term is defined in Item item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Parent Reports, (ii) which materially restricts the conduct of any line of business by Parent, or (iii) with or to a labor union or guild (including any collective bargaining agreement). Parent has made available to Subject Company true and correct copies of all material employment, consulting and deferred compensation agreements to which Parent or any of its Subsidiaries is a party. Each contract, arrangement, commitment or understanding contracts of the type described in this Section 4.14(a3.22(a), other than together with all material ordinances by, and material agreements with, municipalities pursuant to which the Parent DocumentsCompany or any of its Subsidiaries has been granted a gas or electric franchise, whether or not set forth in Section 4.14(a) of the Parent Disclosure Schedule, is being referred to herein as a "Parent Contract," and neither Parent nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which, individually or in the aggregate, would have or would reasonably be expected to have a “Company Material Adverse Effect on ParentContracts”). (ib) Each Parent Company Material Contract is valid and binding and in full force and effect, (ii) Parent and each of the Company and its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Parent ContractCompany Material Contract to which it is a party, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of Parent or any of its Subsidiaries under any except where such Parent Contract, except, in each case, where any such invalidity, failure to be binding, in full force and effect or such failure to so perform or defaultperform, individually or in the aggregate, would has not have or had and is not reasonably be expected likely to have a Company Material Adverse Effect on ParentEffect. Except for such matters that, individually or in the aggregate, have not had and are not reasonably likely to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries (i) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of the Company, does there exist any fact, condition or circumstance which with the passage of time or the giving of notice or both would result in such a violation or default under) any Company Material Contract, or (ii) has received written notice of the desire of the other party or parties to any such Company Material Contract to exercise any rights such party has to cancel, terminate or repudiate such contract or exercise remedies thereunder. (i) All contracts, whether or not Company Material Contracts, to which the Company or any of its Subsidiaries is a party have been approved or reviewed by the FPSC to the extent such approval or review is required and (ii) all costs under any gas or electric contract to which the Company or any of its Subsidiaries is a party are currently being passed through to customers thereof. (d) Except for such contracts, agreements and arrangements that, individually or in the aggregate, have not had and are not reasonably likely to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries (i) is a party to or bound by any derivative contract or instrument, or (ii) is a party to or bound by any non-competition agreement or any other agreement or arrangement that would, after the Effective Time, limit or restrict Parent or any of its Subsidiaries (including the Surviving Corporation) or any successor thereto, from engaging or competing in any line of business or in any geographic area. 14 Table of Contents

Certain Contracts. (a) Except as set forth in Section 4.14(a) of the Parent Disclosure Schedule for this Agreement, and except for the Settlement Agreementas filed or incorporated by reference as an exhibit to Brenham Reports, neither Parent Brenham nor any of its Subsidiaries is a party to or is bound by any contract, arrangement, commitment or understanding (whether written or oral) contract that is: (i) which is a “material contract contract” (as such term is defined in Item item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Parent Reports, Securities Act); (ii) a non-competition agreement or any other agreement or obligation which materially restricts purports to limit the conduct of any line of business by Parentmanner in which, or the localities in which, Brenham or any of its Subsidiaries or Affiliates conduct or may conduct business; (iii) with a Contract that creates a partnership or to a labor union joint venture or guild (including any collective bargaining agreement). Parent has made available to Subject Company true and correct copies of all material employment, consulting and deferred compensation agreements similar arrangement pursuant to which Parent Brenham or any of its Subsidiaries is a party. Each contract; (iv) a joint development agreement, arrangementexploration agreement, commitment or understanding acreage deduction agreement (excluding, in respect of each of the type foregoing, customary joint operating agreements); or (v) a settlement or similar agreement with any Governmental Authority or any order or consent of a Governmental Authority involving future performance by Brenham or any of its Subsidiaries. All Contracts described in this Section 4.14(a), other than the Parent Documents, whether 4.16(a) and those filed or not set forth in Section 4.14(a) of the Parent Disclosure Schedule, is incorporated by reference as an exhibit to Brenham Reports are referred to herein as a "Parent Contract," and neither Parent nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which, individually or in the aggregate, would have or would reasonably be expected to have a “Brenham Material Adverse Effect on ParentContracts”). (ib) Each Parent Contract is valid and binding and in full force and effectAs of the date of this Agreement, (ii) Parent Brenham and each of its Subsidiaries has have in all material respects performed all obligations required to be performed by it them to date under each Parent ContractBrenham Material Contract to which they are party, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of Parent or any of its Subsidiaries under any except where such Parent Contract, except, in each case, where any such invalidity, failure to be binding, in full force and effect or such failure to so perform or defaultperform, individually or in the aggregate, has not had and is not reasonably expected to have a Brenham Material Adverse Effect. Except for such matters as, individually or in the aggregate, have not had and would not have or reasonably be expected to have a Brenham Material Adverse Effect on ParentEffect, neither Brenham nor any of its Subsidiaries (i) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of Brenham, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Brenham Material Contract or (ii) has received written notice of the desire of the other party or parties to any such Brenham Material Contract to exercise any rights such party has to cancel, terminate or repudiate such contract or exercise remedies thereunder. Each Brenham Material Contract is enforceable by Brenham or a Subsidiary of Brenham in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights and general principles of equity, except where such unenforceability does not constitute, individually or in the aggregate, a Brenham Material Adverse Effect.

Certain Contracts. (a) Except as set forth in Section 4.14(a) of the Parent Disclosure Schedule and except for the Settlement Agreement, neither 1. Neither Parent nor any of its Subsidiaries Sub is a party to or is bound by any contract, arrangement, commitment or understanding (whether written or oral) ): (i) which, upon the consummation of the transactions contemplated by this Agreement, will Exhibit 53 34 result in any payment (whether of severance pay or otherwise) becoming due from Parent or Sub to any officer or employee thereof, (ii) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K B of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Parent SEC Reports, (iiiii) which materially restricts the conduct of any line of business by ParentParent or Sub, or (iiiiv) with or to a labor union or guild (including any collective bargaining agreement), or (v) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the 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. Parent has made available previously delivered to Subject the Company true and correct complete copies of all material employment, consulting and deferred compensation agreements which are in writing and to which Parent or any of its Subsidiaries Sub is a party. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a), other than the Parent Documents, whether or not set forth in Section 4.14(a) of the Parent Disclosure Schedule, section is referred to herein as a "Parent Contract," and neither Parent nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which, individually or in the aggregate, would have or would reasonably be expected to have a Material Adverse Effect on Parent". (i) Each Parent Contract is legal, valid and binding upon Parent or Sub, as the case may be, assuming due authorization of the other party or parties thereto, and in full force and effect, (ii) Parent and each of its Subsidiaries or Sub has in all material respects performed all obligations required to be performed by it to date under each such Parent Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of Parent or any of its Subsidiaries Sub under any such Parent Contract. 3. Neither Parent nor Sub has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, exceptor replacement with respect to any product warranty claim, except for the warranties and/or agreement(s) to indemnify or replace product of which true and correct copies have been delivered to the Company, (ii) the warranties applicable under the Uniform Commercial Code as in each case, where any such invalidity, failure effect from time to be binding, failure to so perform or default, individually or time in the aggregate, would not have jurisdictions in which its products are sold and (iii) any other warranties under other state or reasonably be expected to have a Material Adverse Effect on Parentfederal laws.

Certain Contracts. (a) Except as set forth in Section 4.14(a) As of the Parent Disclosure Schedule and except for the Settlement Agreementdate hereof, neither Parent nor none of GBC or any of its Subsidiaries is a party to or is bound by (i) any contract, arrangementlease or compensatory plan, commitment contract or understanding (whether written or oral) (i) which is a material contract (as defined in arrangement of the type required to be disclosed pursuant to Item 601(b)(10) of Regulation S-K of the SECSEC (without giving effect to any ordinary course of business exception set forth therein) to be performed after the date of this Agreement that has not been filed ("Material Contracts") or incorporated by reference in the Parent Reports, (ii) which materially any non-competition agreement or any other Contract that limits or otherwise restricts the conduct of any line of business by Parent, or (iii) with or to a labor union or guild (including any collective bargaining agreement). Parent has made available to Subject Company true and correct copies of all material employment, consulting and deferred compensation agreements to which Parent GBC or any of its Subsidiaries is a party. Each contractor any of their respective affiliates or any successor thereto, arrangementor that would, commitment after the Effective Time, to the Knowledge of GBC, limit or understanding of the type described in this Section 4.14(a), other than the Parent Documents, whether restrict ACCO or not set forth in Section 4.14(a) of the Parent Disclosure Schedule, is referred to herein as a "Parent Contract," and neither Parent nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of their respective affiliates or any successor thereto, from engaging or competing in any line of business in any geographic area, which agreements or other Contracts, to the other parties thereto whichKnowledge of GBC, individually or in the aggregate, would have or would reasonably be expected to have a Material Adverse Effect on Parent. (i) Each Parent Contract is ACCO, after giving effect to the Merger. All Material Contracts of GBC and its Subsidiaries are valid and binding on GBC and its Subsidiaries, as applicable, and in full force and effect, (ii) Parent and each of its Subsidiaries has effect except to the extent they have previously expired in all material respects performed all obligations required to be performed by it to date under each Parent Contract, and (iii) no event accordance with their terms or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on if the part of Parent or any of its Subsidiaries under any such Parent Contract, except, in each case, where any such invalidity, failure to be binding, failure to so perform or defaultin full force and effect, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effect on ParentGBC. None of GBC or any of its Subsidiaries (or, to the Knowledge of GBC, any other party thereto) has violated any provision of, or committed or failed to perform any act which with or without notice, lapse of time or both would constitute a default under the provisions of, any Contract of GBC or any of its Subsidiaries, except in each case for those violations and defaults which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on GBC.

Certain Contracts. (a) Except for this Agreement, as set forth in Section 4.14(a) of the Parent Disclosure Schedule and except for the Settlement date of this Agreement, neither Parent nor any of its Subsidiaries subsidiaries is a party to or is bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) which is a any “material contract contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (ii) any contract relating to indebtedness for borrowed money in excess of $50,000,000 or any guarantee thereof, or (iii) any non-competition agreement or any other agreement or obligation which purports to limit in any material respect the manner in which, or the localities in which, all or any material portion of the businesses of Parent and its subsidiaries (including, for purposes of this Section 4.2(p), the Company and its subsidiaries, assuming the Merger has taken place), taken as a whole, is or would be performed after conducted (all contracts of the types described in clauses (i) through (iii), collectively, the “Parent Material Contracts”). Parent has delivered or made available to the Company, prior to the date of this Agreement, true and complete copies of all Parent Material Contracts that exist as of the date of this Agreement that has and have not been filed or incorporated by reference in as exhibits to the Parent Reports, (ii) which materially restricts the conduct of any line of business by Parent, or (iii) with or to a labor union or guild (including any collective bargaining agreement). Parent has made available to Subject Company true and correct copies of all material employment, consulting and deferred compensation agreements to which Parent or any of its Subsidiaries is a partyFiled SEC Documents. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a), other than the Parent Documents, whether or not set forth in Section 4.14(a) of the Parent Disclosure Schedule, is referred to herein as a "Parent Contract," and neither Parent nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which, individually or in the aggregate, would have or would reasonably be expected to have a Material Adverse Effect on Parent. (i) Each Parent Contract is valid and binding on Parent (or, to the extent a subsidiary of Parent is a party, such subsidiary) and is in full force and effecteffect (subject to the Enforceability Exceptions), (ii) and Parent and each subsidiary of its Subsidiaries has Parent have in all material respects performed all obligations required to be performed by it them to date under each Parent Material Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of Parent or any of its Subsidiaries under any except where such Parent Contract, except, in each case, where any such invalidity, failure to be binding, failure to so perform or defaultnoncompliance, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effect on Parent. Neither Parent nor any of its subsidiaries has knowledge of, or has received written notice of, any violation or default under (nor, to the knowledge of Parent, does there exist any condition that with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Material Contract. To the knowledge of Parent, no other party to any Parent Material Contract is in breach of or default under the terms of any Parent Material Contract where such default has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent.

Certain Contracts. (a) Except for this Agreement, as set forth in Section 4.14(a) of the Parent Disclosure Schedule and except for the Settlement date of this Agreement, neither Parent the Company nor any of its Subsidiaries subsidiaries is a party to or is bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) which is a any “material contract contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (ii) any contract relating to indebtedness for borrowed money in excess of $50,000,000 or any guarantee thereof, or (iii) any non-competition agreement or any other agreement or obligation which purports to limit in any material respect the manner in which, or the localities in which, all or any material portion of the businesses of the Company and its subsidiaries (including, for purposes of this Section 4.1(p), Parent and its subsidiaries, assuming the Merger has taken place), taken as a whole, is or would be performed after conducted (all contracts of the types described in clauses (i) through (iii), collectively, the “Company Material Contracts”). The Company has delivered or made available to Parent, prior to the date of this Agreement, true and complete copies of all the Company Material Contracts that exist as of the date of this Agreement that has and have not been filed or incorporated by reference in as exhibits to the Parent Reports, (ii) which materially restricts the conduct of any line of business by Parent, or (iii) with or to a labor union or guild (including any collective bargaining agreement). Parent has made available to Subject Company true and correct copies of all material employment, consulting and deferred compensation agreements to which Parent or any of its Subsidiaries is a partyFiled SEC Documents. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a), other than the Parent Documents, whether or not set forth in Section 4.14(a) of the Parent Disclosure Schedule, is referred to herein as a "Parent Contract," and neither Parent nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which, individually or in the aggregate, would have or would reasonably be expected to have a Company Material Adverse Effect on Parent. (i) Each Parent Contract is valid and binding on the Company (or, to the extent a subsidiary of the Company is a party, such subsidiary) and is in full force and effecteffect (subject to the Enforceability Exceptions), (ii) Parent and the Company and each subsidiary of its Subsidiaries has the Company have in all material respects performed all obligations required to be performed by it them to date under each Parent Company Material Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of Parent or any of its Subsidiaries under any except where such Parent Contract, except, in each case, where any such invalidity, failure to be binding, failure to so perform or defaultnoncompliance, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effect on Parentthe Company. Neither the Company nor any of its subsidiaries has knowledge of, or has received written notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition that with the passage of time or the giving of notice or both would result in such a violation or default under) any Company Material Contract. To the knowledge of the Company, no other party to any Company Material Contract is in breach of or default under the terms of any Company Material Contract where such default has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.

Certain Contracts. (a) Except as set forth in Section 4.14(a) of the Parent Disclosure Schedule and except for the Settlement Agreement, neither Parent nor any of its Subsidiaries is a party to or is bound by any Each contract, arrangement, commitment or understanding (whether written or oral) (i) which is a “material contract contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Parent Reports, (ii) which materially restricts the conduct of any line of business by Parent, or (iii) with or to a labor union or guild (including any collective bargaining agreement). Parent has made available to Subject Company true and correct copies of all material employment, consulting and deferred compensation agreements to which Parent or any of its Subsidiaries is a party. Each contract, arrangement, commitment party or understanding by which Parent or any of its Subsidiaries is bound as of the type described in this Section 4.14(adate hereof has been filed as an exhibit to the most recent Annual Report on Form 10-K filed by Parent, or a Quarterly Report on Form 10-Q or Current Report on Form 8-K subsequent thereto (each, a “Parent Contract”), other than the Parent Documents, whether or not set forth in Section 4.14(a) of the Parent Disclosure Schedule, is referred to herein as a "Parent Contract," and neither Parent nor any of its Subsidiaries knows of, or has received written, or to the knowledge of Parent, oral notice of, any violation of the above any Parent Contract by any of the other parties thereto whichwhich would reasonably be likely to have, individually or in the aggregate, would have or would reasonably be expected to have a Material Adverse Effect on Parent. (ib) Each In each case, except as set forth in Section 4.15(b) of the Parent Disclosure Schedule or as would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on Parent, each Parent Contract is valid and binding on Parent or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Parent and each of its Subsidiaries have performed all obligations required to be performed by it prior to the date hereof under each Parent Contract, to the knowledge of Parent, each third-party counterparty to each Parent Contract has in all material respects performed all obligations required to be performed by it to date under each such Parent Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would will constitute, a material default on the part of Parent or any of its Subsidiaries or, to the knowledge of Parent, any counterparty thereto, under any such Parent Contract, except, in each case, where any such invalidity, failure to be binding, failure to so perform or default, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effect on Parent.

Certain Contracts. (a) Except as set forth in Section 4.14(a) 6.23 of the Parent Disclosure Schedule and except for Letter contains a list of all of the Settlement following contracts or agreements (other than those set forth on an exhibit index in the Parent Reports filed on or prior to the date of this Agreement, neither ) to which Parent nor or any Subsidiary of its Subsidiaries Parent is a party to or by which any of them is bound by any contract, arrangement, commitment or understanding (whether written or oral) as of the date of this Agreement: (i) any non-competition agreement that purports to limit the manner in which, or the localities in which, all or any portion of their respective businesses is conducted other than any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, (ii) any drilling rig construction or conversion contract with respect to which is the drilling rig has not been delivered and paid for, (iii) any drilling contracts of one year or greater remaining duration, (iv) any contract or agreement for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more or (v) any "material contract contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (all contracts or agreements of the types described in clauses (i) through (v) being referred to be performed after herein as "Parent Material Contracts"). (b) As of the date of this Agreement that has not been filed or incorporated by reference in Agreement, each Parent Material Contract is, to the Parent Reports, (ii) which materially restricts the conduct knowledge of any line of business by Parent, or (iii) with or to a labor union or guild (including any collective bargaining agreement). Parent has made available to Subject Company true and correct copies of all material employment, consulting and deferred compensation agreements to which Parent or any of its Subsidiaries is a party. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a), other than the Parent Documents, whether or not set forth in Section 4.14(a) of the Parent Disclosure Schedule, is referred to herein as a "Parent Contract," and neither Parent nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which, individually or in the aggregate, would have or would reasonably be expected to have a Material Adverse Effect on Parent. (i) Each Parent Contract is valid and binding and in full force and effect, (ii) and Parent and each of its Subsidiaries has have in all material respects performed all obligations required to be performed by it them to date under each Parent ContractMaterial Contract to which it is a party, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of Parent or any of its Subsidiaries under any except where such Parent Contract, except, in each case, where any such invalidity, failure to be binding, binding or in full force and effect or such failure to so perform or defaultdoes not and is not reasonably likely to create, individually or in the aggregate, would a Parent Material Adverse Effect. Except for such matters as do not have or and are not reasonably be expected likely to have a Parent Material Adverse Effect on Effect, neither Parent nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of Parent., does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Material Contract or (y) has received written notice of the desire of the other party or parties to any such Parent Material Contract to exercise any rights such party has to cancel, terminate or repudiate such contract or exercise remedies thereunder. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights

Certain Contracts. (a) Except as set forth in Section 4.14(a) 6.18 of the Parent Disclosure Schedule and except for Letter sets forth a list, as of the Settlement date of this Agreement, neither of each of the following Contracts by which Parent nor any of its Subsidiaries is a party to or is bound by any contract, arrangement, commitment or understanding (whether written or oral) bound: (i) which any lease of real or personal property providing for annual rentals of $100,000 or more; (ii) any partnership, joint venture or other similar agreement or arrangement; (iii) any Contract relating to (A) any outstanding Debt or (B) any guarantee furnished by or on behalf of Parent; (iv) any Contract made since January 1, 2008 relating to the disposition or acquisition of material assets not in the ordinary course of business having a value in excess of $100,000; (v) any Contract that is a “material contract contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act); (vi) any Contract or covenant that (A) purports to limit the type of business in which Parent may engage or the SECmanner or locations in which any of them may so engage in any business or (B) to be performed after could require the date of this Agreement that has not been filed or incorporated by reference in the Parent Reports, (ii) which materially restricts the conduct disposition of any material assets or line of business by of Parent, or ; (iiivii) with or to a labor union or guild (including any collective bargaining agreement). Contract under which Parent has made available agreed to Subject Company true and correct copies indemnify or reimburse any surety in respect of all material employmentamounts paid or claimed against any surety bonds, consulting and deferred compensation agreements to which such surety bonds (bid, performance or other) were obtained in connection with services being performed by Parent or any of its Subsidiaries is a party. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a), other than the Parent Documents, whether or not are set forth in Section 4.14(a6.18(a)(vii) of the Parent Disclosure ScheduleLetter; and (viii) any other Contract or group of Contracts with a single counterparty that, is referred if terminated or subject to herein as a "Parent Contract," and neither Parent nor any of its Subsidiaries knows of, or has received notice of, any violation of the above default by any of the other parties thereto whichparty thereto, would reasonably be expected to result, individually or in the aggregate, would have or would reasonably be expected to have in a Parent Material Adverse Effect on Parent(the Contracts described in clauses (i)—(viii), whether or not included as an exhibit to the Parent Reports, and together with all exhibits and schedules to such Contracts, being referred to herein each as a “Parent Material Contract”). (ib) Parent has previously made available to the Company true, complete and correct copies of each Parent Material Contract that is not included as an exhibit to the Parent Reports. (c) Each Parent Material Contract is valid and binding and in full force and effect, (ii) and Parent and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it it, in all material respects, to date under each Parent ContractMaterial Contract to which it is party. Parent (i)is not in material breach of or violation or default under any Parent Material Contract or (ii) has not received written notice of any such material breach, and (iii) no event violation or condition exists which constitutes or, after notice default or lapse the desire of time the other party or both, would constitute, a material default on the part of Parent or any of its Subsidiaries under parties to any such Parent ContractMaterial Contract to exercise any rights such party has to cancel, exceptterminate or repudiate such contract or exercise remedies thereunder. Each Parent Material Contract is enforceable by Parent in accordance with its terms, in each casesubject to applicable bankruptcy, where any such invalidityinsolvency, failure reorganization, moratorium or other similar laws relating to be binding, failure to so perform or default, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effect on Parentcreditors’ rights and general principles of equity.

Certain Contracts. (a) Except as set forth in Section 4.14(a) 6.18 of the Parent Disclosure Schedule and except for Letter sets forth a list, as of the Settlement date of this Agreement, neither of each of the following Contracts by which Parent nor any of its Subsidiaries is a party to or is bound by any contract, arrangement, commitment or understanding (whether written or oral) bound: (i) which any lease of real or personal property providing for annual rentals of $100,000 or more; (ii) any partnership, joint venture or other similar agreement or arrangement; (iii) any Contract relating to (A) any outstanding Debt or (B) any guarantee furnished by or on behalf of Parent; (iv) any Contract made since January 1, 2008 relating to the disposition or acquisition of material assets not in the ordinary course of business having a value in excess of $100,000; (v) any Contract that is a “material contract contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act); (vi) any Contract or covenant that (A) purports to limit the type of business in which Parent may engage or the SECmanner or locations in which any of them may so engage in any business or (B) to be performed after could require the date of this Agreement that has not been filed or incorporated by reference in the Parent Reports, (ii) which materially restricts the conduct disposition of any material assets or line of business by of Parent, or ; (iiivii) with or to a labor union or guild (including any collective bargaining agreement). Contract under which Parent has made available agreed to Subject Company true and correct copies indemnify or reimburse any surety in respect of all material employmentamounts paid or claimed against any surety bonds, consulting and deferred compensation agreements to which such surety bonds (bid, performance or other) were obtained in connection with services being performed by Parent or any of its Subsidiaries is a party. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a), other than the Parent Documents, whether or not are set forth in Section 4.14(a6.18(a)(vii) of the Parent Disclosure ScheduleLetter; and (viii) any other Contract or group of Contracts with a single counterparty that, is referred if terminated or subject to herein as a "Parent Contract," and neither Parent nor any of its Subsidiaries knows of, or has received notice of, any violation of the above default by any of the other parties thereto whichparty thereto, would reasonably be expected to result, individually or in the aggregate, would have or would reasonably be expected to have in a Parent Material Adverse Effect on Parent(the Contracts described in clauses (i)–(viii), whether or not included as an exhibit to the Parent Reports, and together with all exhibits and schedules to such Contracts, being referred to herein each as a “Parent Material Contract”). (ib) Parent has previously made available to the Company true, complete and correct copies of each Parent Material Contract that is not included as an exhibit to the Parent Reports. (c) Each Parent Material Contract is valid and binding and in full force and effect, (ii) and Parent and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it it, in all material respects, to date under each Parent ContractMaterial Contract to which it is party. Parent (i)is not in material breach of or violation or default under any Parent Material Contract or (ii) has not received written notice of any such material breach, and (iii) no event violation or condition exists which constitutes or, after notice default or lapse the desire of time the other party or both, would constitute, a material default on the part of Parent or any of its Subsidiaries under parties to any such Parent ContractMaterial Contract to exercise any rights such party has to cancel, exceptterminate or repudiate such contract or exercise remedies thereunder. Each Parent Material Contract is enforceable by Parent in accordance with its terms, in each casesubject to applicable bankruptcy, where any such invalidityinsolvency, failure reorganization, moratorium or other similar laws relating to be binding, failure to so perform or default, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effect on Parentcreditors’ rights and general principles of equity.

Certain Contracts. (a) Except for this Agreement, as set forth in Section 4.14(a) of the Parent Disclosure Schedule and except for the Settlement date of this Agreement, neither Parent nor any of its Subsidiaries subsidiaries is a party to or is bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) which is a any “material contract contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (ii) any contract relating to indebtedness for borrowed money in excess of $50,000,000 or any guarantee thereof, or (iii) any non-competition agreement or any other agreement or obligation which purports to limit in any material respect the manner in which, or the localities in which, all or any material portion of the businesses of Parent and its subsidiaries (including, for purposes of this ‎Section 4.2(p), the Company and its subsidiaries, assuming the Merger has taken place), taken as a whole, is or would be performed after conducted (all contracts of the types described in clauses (i) through (iii), collectively, the “Parent Material Contracts”). Parent has delivered or made available to the Company, prior to the date of this Agreement, true and complete copies of all Parent Material Contracts that exist as of the date of this Agreement that has and have not been filed or incorporated by reference in as exhibits to the Parent Reports, (ii) which materially restricts the conduct of any line of business by Parent, or (iii) with or to a labor union or guild (including any collective bargaining agreement). Parent has made available to Subject Company true and correct copies of all material employment, consulting and deferred compensation agreements to which Parent or any of its Subsidiaries is a partyFiled SEC Documents. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a), other than the Parent Documents, whether or not set forth in Section 4.14(a) of the Parent Disclosure Schedule, is referred to herein as a "Parent Contract," and neither Parent nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which, individually or in the aggregate, would have or would reasonably be expected to have a Material Adverse Effect on Parent. (i) Each Parent Contract is valid and binding on Parent (or, to the extent a subsidiary of Parent is a party, such subsidiary) and is in full force and effecteffect (subject to the Enforceability Exceptions), (ii) and Parent and each subsidiary of its Subsidiaries has Parent have in all material respects performed all obligations required to be performed by it them to date under each Parent Material Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of Parent or any of its Subsidiaries under any except where such Parent Contract, except, in each case, where any such invalidity, failure to be binding, failure to so perform or defaultnoncompliance, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effect on Parent. Neither Parent nor any of its subsidiaries has knowledge of, or has received written notice of, any violation or default under (nor, to the knowledge of Parent, does there exist any condition that with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Material Contract. To the knowledge of Parent, no other party to any Parent Material Contract is in breach of or default under the terms of any Parent Material Contract where such default has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent.

Certain Contracts. (a) Except as set forth in Section 4.14(a) 4.23 of the Parent Disclosure Schedule and except for Letter contains a list of all of the Settlement following Contracts or agreements (other than those set forth on an exhibit index in the Parent Reports filed prior to the date of this Agreement, neither ) to which Parent nor or any Subsidiary of its Subsidiaries Parent is a party to or by which any of them is bound by as of the date of this Agreement (other than this Agreement or any contract, arrangement, commitment or understanding (whether written or oral) Related Document): (i) any non-competition agreement that purports to limit the manner in which, or the localities in which, all or any portion of their respective businesses are conducted or would purport to bind Parent or the Surviving Company or any of their Affiliates, (ii) any hedging agreements by which is any of the assets of the Parent or any Subsidiary of the Parent are bound, in an aggregate amount in excess of $1 million, (iii) any Contract granting any Person registration or other purchase or sale rights with respect to any Equity Interest in the Parent or any Subsidiary of the Parent, (iv) any voting agreement relating to any Equity Interest of the Parent or any Subsidiary of the Parent, (v) any Contract outside the ordinary course that entitles the other party thereto to receive the benefits thereof without incurring the obligation to pay for same within sixty days after services are provided; (vi) any Contract outside the ordinary course between the Parent or any Subsidiary of the Parent and any current or former Affiliate of the Parent, (vii) any drilling rig construction or conversion Contract with respect to which the drilling rig has not been delivered and paid for, (viii) any drilling Contracts of one year or greater in remaining duration, (ix) any Contract or agreement for the borrowing of money with a borrowing capacity or outstanding Indebtedness of $2 million or more or (x) any “material contract contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after (all Contracts or agreements of the types described in clauses (i) through (x), regardless of whether listed in Section 4.23 of the Parent Disclosure Letter and regardless of whether in effect as of the date of this Agreement that has not been filed or incorporated by reference in the Parent ReportsAgreement, (ii) which materially restricts the conduct of any line of business by Parent, or (iii) with or to a labor union or guild (including any collective bargaining agreement). Parent has made available to Subject Company true and correct copies of all material employment, consulting and deferred compensation agreements to which Parent or any of its Subsidiaries is a party. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a), other than the Parent Documents, whether or not set forth in Section 4.14(a) of the Parent Disclosure Schedule, is being referred to herein as “Parent Material Contracts”). (b) As of the date of this Agreement, each Parent Material Contract is, to the knowledge of Parent, in full force and effect. Except for such matters, individually or in the aggregate, as do not and are not reasonably likely to have a "Parent Contract," and Material Adverse Effect, neither Parent nor any of its Subsidiaries knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of Parent, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Material Contract or has received written notice of the above by any desire of the other party or parties thereto which, individually or in the aggregate, would have or would reasonably be expected to have a Material Adverse Effect on Parent. (i) Each Parent Contract is valid and binding and in full force and effect, (ii) Parent and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Parent Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of Parent or any of its Subsidiaries under any such Parent ContractMaterial Contract to exercise any rights such party has to cancel, except, in each case, where any terminate or repudiate such invalidity, failure to be binding, failure to so perform Contract or default, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effect on Parentexercise remedies thereunder.