Common use of Commitments; Defaults Clause in Contracts

Commitments; Defaults. Except as set forth in Schedule 3.15, neither the Company nor any Subsidiary has entered into, nor are the Company Common Stock, the assets or the business of the Company or any Subsidiary bound by, whether or not in writing, any (i) partnership or joint venture agreement; (iii) guaranty or suretyship, indemnification or contribution agreement or performance bond; (iv) employment, consulting or compensation agreement or arrangement, including the election or retention in office of any director or officer; (v) labor or collective bargaining agreement; (vi) debt instrument, loan agreement or other obligation relating to indebtedness for borrowed money or money lent or to be lent to another; (vii) deed or other document evidencing an interest in or contract to purchase or sell real property; (viii) agreement with dealers or sales or commission agents, public relations or advertising agencies, accountants or attorneys; (ix) lease of real or personal property, whether as lessor, lessee, sublessor or sublessee; (x) agreement between the Company and any affiliate of the Company; (xi) agreement relating to any material matter or transaction in which an interest is held by a person or entity that is an affiliate of the Company; (xii) any agreement for the acquisition of services, supplies, equipment or other personal property and involving more than $60,000 in the aggregate; (xiii) powers of attorney; (xiv) contracts containing noncompetition covenants; (xv) any other contract or arrangement that involves either an unperformed commitment in excess of $60,000 or that terminates more than 30 days after the date hereof; (xvi) agreement relating to any material matter or transaction in which an interest is held by any person or entity referred to in Section 3.29; (xvii) agreement providing for the purchase from a supplier of all or substantially all of the requirements of the Company or any Subsidiary of a particular product or service; or (xviii) any other agreement or commitment not made in the ordinary course of business or that is material to the business or financial condition of the Company or any Subsidiary. All of the foregoing are hereinafter collectively referred to as the "Commitments." True, correct and complete copies of the written Commitments, and true, correct and complete written descriptions of the oral Commitments, have heretofore been delivered or made available to Parent. There are no existing defaults, events of default or events, occurrences, acts or omissions that, with the giving of notice or lapse of time or both, would constitute defaults by the Company or any Subsidiary, and no penalties have been incurred nor are amendments pending, with respect to the Commitments. The Commitments are in full force and effect and are valid and enforceable obligations of the parties thereto in accordance with their respective terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies, and no defenses, off-sets or counterclaims have been asserted or, to the knowledge of the Company and Ladin, may be made by any party thereto, nor has the Company or any Subsidiary waived any rights thereunder. Neither the Company nor any Subsidiary has received notice of any default with respect to any Commitment.

Commitments; Defaults. Except as set forth in Schedule 3.15Schedules attached hereto, neither the Company nor any Subsidiary Target has not entered into, nor are and the Company Common Stock, the assets or assets, and the business of the Company or any Subsidiary Target are not bound by, whether or not in writing, any, (i) partnership or joint venture agreement; (ii) deed of trust or other security agreement; (iii) guaranty or suretyship, indemnification or contribution agreement or performance bond; (iv) employment, consulting or compensation agreement or arrangement, including the election or retention in office of any director or officer; (v) labor or collective bargaining agreement; (vi) debt instrument, loan agreement or other obligation relating to indebtedness for borrowed money or money lent or to be lent to another; (vii) deed or other document evidencing an interest in or contract to purchase or sell real property; (viii) agreement with dealers or sales or commission agents, public relations or advertising agencies, accountants or attorneys; (ix) lease of real or personal property, whether as lessor, lessee, sublessor or sublessee; (x) agreement between the Company Target and any affiliate of the CompanyTarget; (xi) agreement relating to any material matter or transaction in which an interest is held by a person or entity that is an affiliate of the CompanyTarget; (xii) any agreement for the acquisition of services, supplies, equipment or other personal property and involving involving, more than $60,000 10,000 in the aggregate; (xiii) powers of attorney; (xiv) contracts containing noncompetition covenants; (xv) any other contract or arrangement agreement that involves either an unperformed commitment in excess of $60,000 5,000 or that terminates more than 30 days after the date hereof;, (xvi) agreement relating to any material matter or transaction in which an interest is held by any person or entity referred to in Section 3.293.33; (xvii) agreement providing for the purchase from a supplier of all or substantially all of the requirements of the Company or any Subsidiary Target of a particular product or service; or (xviii) any other agreement or commitment not made in the ordinary course of business or that is material to the business or financial condition of the Company or any SubsidiaryTarget. All of the foregoing items which are listed on the attached Schedules are hereinafter collectively referred to as the "Commitments." True, correct and complete copies of the written Commitments, and true, correct and complete written descriptions of the any oral Commitments, have heretofore been delivered or made available to Parent. There are no material existing defaults, events of default or events, occurrences, acts or omissions thatwhich, with the giving of notice or lapse of time or both, would constitute material defaults by the Company or any Subsidiary, Target and no penalties have been incurred nor are amendments pending, with respect to the Commitments. The Commitments are in full force and effect and are valid and enforceable obligations of the parties thereto in accordance with their respective terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies, and no defenses, off-sets offsets or counterclaims have been asserted orasserted, or to the knowledge of the Company and Ladin, Target may be made by any party thereto, nor has the Company or any Subsidiary Target waived any rights thereunder. Neither the Company nor any Subsidiary Target has not received notice of any default with respect to any Commitment.