Common use of Contracts; Action Clause in Contracts

Contracts; Action. (a) Except (i) as set forth on Schedule 3.7(a), (ii) as described in the Company's Annual Report on Form 10-K for the year ended December 31, 2000 (the "2000 FORM 10-K"), and (iii) for agreements between the Company or any Subsidiary and its employees with respect to the sale of Common Stock, there are no agreements, contracts, understandings or proposed transactions between the Company or any Subsidiary and any of its officers, directors, affiliates or any affiliate thereof. (b) Attached hereto as Schedule 3.7(b) is a list of (i) all "material contracts" with the meaning of Item 601 of Regulation S-K of the SEC, and (ii) all contracts restricting the Company or any of its Subsidiaries from engaging in any line of business or competing with any person or entity or in any geographical area, or from using or disclosing any information in its possession (other than routine vendor and customer confidentiality agreements and confidentiality agreements with potential acquisition targets) (collectively referring to the items in clauses (i) and (ii), the "CONTRACTS"). (c) Except as set forth in Schedule 3.7(c), neither the Company nor any of its Subsidiaries is, nor to the Company's knowledge is any other party to any Contract, in material default under, or in material breach or material violation of, any Contract and, to the knowledge of the Company, no event has occurred which, with the giving of notice or passage of time or both would constitute a material default by the Company under any Contract. Other than Contracts which have terminated or expired in accordance with their terms, each of the Contracts is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered on a proceeding in equity or at law) and an implied covenant of good faith and fair dealing) and is in full force and effect. No event has occurred which either entitles, or would, on notice or lapse of time or both, entitle the holder of any indebtedness of the Company or any of its Subsidiaries to accelerate or which does accelerate the maturity of any indebtedness for borrowed money of the Company or any of the Subsidiaries. (d) Since July 13, 1999, except as set forth on Schedule 3.7(d), neither the Company nor any Subsidiary has (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities, individually, in excess of $1,000,000, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (e) For the purposes of subsection (d) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company or any Subsidiary has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.

Contracts; Action. (a) Except (i) as set forth on Schedule 3.7(a), (ii) as described in the Company's Annual Report on Form 10-K for the year ended December 31, 2000 1999 (the "2000 1999 FORM 10-K"), and (iii) for agreements between the Company or any Subsidiary and its employees with respect to the sale of Common Stock, there are no agreements, contracts, understandings or proposed transactions between the Company or any Subsidiary and any of its officers, directors, affiliates or any affiliate thereof. (b) Attached hereto as Schedule 3.7(b) is a list of (i) all "material contracts" with the meaning of Item 601 of Regulation S-K of the SEC, and (ii) all contracts restricting the Company or any of its Subsidiaries from engaging in any line of business or competing with any person or entity or in any geographical area, or from using or disclosing any information in its possession (other than routine vendor and customer confidentiality agreements and confidentiality agreements with potential acquisition targets) (collectively referring to the items in clauses (i) and (ii), the "CONTRACTS"). (c) Except as set forth in Schedule 3.7(c), neither the Company nor any of its Subsidiaries is, nor to the Company's knowledge is any other party to any Contract, in material default under, or in material breach or material violation of, any Contract and, to the knowledge of the Company, no event has occurred which, with the giving of notice or passage of time or both would constitute a material default by the Company under any Contract. Other than Contracts which have terminated or expired in accordance with their terms, each of the Contracts Contracts is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered on a proceeding in equity or at law) and an implied covenant of good faith and fair dealing) and is in full force and effect. No event has occurred which either entitles, or would, on notice or lapse of time or both, entitle the holder of any indebtedness of the Company or any of its Subsidiaries to accelerate or which does accelerate the maturity of any indebtedness for borrowed money of the Company or any of the Subsidiaries. (d) Since July 13, 1999, except as set forth on Schedule 3.7(d), neither the Company nor any Subsidiary has (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities, individually, in excess of $1,000,000, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (e) For the purposes of subsection (d) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company or any Subsidiary has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.