Common use of Contracts, Agreements, Etc Clause in Contracts

Contracts, Agreements, Etc. Except as set forth in Schedule 4.12 (true and complete copies of all contracts and other documents listed in Schedule 4.12 having previously been delivered to the Buyer), the Company is not a party to or subject to any of the following: (a) any agent's, salesman's, broker's, dealer's, distributor's franchise, subcontractor's or manufacturer's representative contract or similar agreement, arrangement or understanding, whether written or oral, express or implied, or having any other basis, with respect to the manufacture, sale or distribution of products of, or furnishing of services by, the Company that is not terminable on notice of 30 days or less without penalty or other financial obligation; (b) any employment or consultation contract, or other compensation commitment or arrangement, whether written or oral, express or implied, or having any other basis (except for contracts included in Schedule 4.15 or otherwise provided for herein) that (i) is not terminable on notice of 30 days or less without penalty or other financial obligation, and (ii) under which any officer or employee of the Company receives total salary and other compensation from the Company of $25,000 or more per annum or more than $50,000 over the term of the contract; (c) any plan (except as included in Schedule 4.15) or any contract or arrangement, oral or written, or any statutory obligation providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or the like in excess of $10,000 in the aggregate (true and complete copies of any such plans, contracts or arrangements, or an accurate summary of the material terms thereof, having previously been delivered to the Buyer); (d) any lease or other agreement or arrangement for the use of personal property involving payment of annual rentals in excess of $20,000 in the aggregate; (e) any contract, agreement, arrangement or license (including but not limited to contracts for indebtedness) with respect to which payments are denominated in a foreign currency; (f) any contract, agreement, loan or arrangement with the Shareholder or with any affiliate or relative of the Shareholder; (g) any insurance policies naming the Company as an insured or beneficiary or as a loss payable payee, or for which the Company has paid all or part of the premium in force as of the date of this Agreement (true and complete copies of all insurance policies listed in Schedule 4.12 having previously been made available to the Buyer); (h) any instrument or agreement relating to indebtedness by way of lease-purchase arrangements, conditional sale, guarantee or other undertakings (except purchase orders made in the ordinary course of business) on which others rely in extending credit, any joint venture agreements or any chattel mortgages and other security arrangements with respect to the personal property and equipment used by the Company; (i) except for shrink wrap licenses for off-the-shelf software, any license agreement, either as licensor or licensee (except as included in Schedule 4.8); (j) any contract or option for the purchase or sale of real property; or (k) any other contracts (excluding sales and purchase orders made in the ordinary course of business consistent with past practices), whether written or oral, except those that (i) were made in the ordinary course of business, (ii) are terminable on 30 days' or less notice by the Company without penalty or other financial obligation, and (iii) in each case involve aggregate future payments by or to the Company of $50,000 or less. Neither the Company nor, to the best knowledge of Shareholder or the Company, any other party to any such contract, agreement, plan, lease, license or permit, has breached any material provision of, or is in violation or default in any material respect under the terms of, or has caused or permitted to exist any event that with or without due notice or lapse of time or both would constitute a material default or material event of default, under any such contract, agreement, plan, lease, license or permit. All such contracts, agreements, plans, leases, licenses and permits are valid and binding obligations of the Company and in full force and effect and the consummation of the Agreement will not result in any default thereof and will not require the consent of any other party thereto, and subject to the receipt of any consents or other matters referred to in Schedule 4.9, the execution and delivery of this Agreement by each of the Shareholder and the Company and the consummation of the transactions contemplated hereby will not violate any material provision of, or result in the acceleration of any material obligation under or the termination of, any such contract, agreement, plan, lease, license or permit.

Contracts, Agreements, Etc. Except as set forth in Schedule 4.12 (true and complete copies of all contracts and other documents listed in Schedule 4.12 having previously been delivered made available to the Buyer), the Company is not a party to or subject to any of the following: (a) any agent's’s, salesman's’s, broker's’s, dealer's’s, distributor's ’s franchise, subcontractor's ’s or manufacturer's ’s representative contract or similar agreement, arrangement or understanding, whether written or oral, express or implied, or having any other basis, with respect to the manufacture, sale or distribution of products of, or furnishing of services by, the Company that is not terminable on notice of 30 days or less without penalty or other financial obligation; (b) any employment or consultation contract, or other compensation commitment or arrangement, whether written or oral, express or implied, or having any other basis (except for contracts included in Schedule 4.15 or otherwise provided for herein) that (i) is not terminable on notice of 30 days or less without penalty or other financial obligation, and (ii) under which any officer or employee of the Company receives total salary and other compensation from the Company of $25,000 or more per annum or more than $50,000 over the term of the contract; (c) any plan (except as included in Schedule 4.15) or any contract or arrangement, oral or written, or any statutory obligation providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or the like in excess of $10,000 in the aggregate (true and complete copies of any such plans, contracts or arrangements, or an accurate summary of the material terms thereof, having previously been delivered made available to the Buyer); (d) any lease or other agreement or arrangement for the use of personal property involving payment of annual rentals in excess of $20,000 5,000 in the aggregate; (e) any contract, agreement, arrangement or license (including but not limited to contracts for indebtedness) with respect to which payments are denominated in a foreign currency; (f) any contract, agreement, loan or arrangement with any of the Shareholder Shareholders or with any affiliate or relative of any of the ShareholderShareholders; (g) any insurance policies naming the Company as an insured or beneficiary or as a loss payable payee, or for which the Company has paid all or part of the premium in force as of the date of this Agreement Effective Date (true and complete copies of all insurance policies listed in Schedule 4.12 having previously been made available to the Buyer); (h) any instrument or agreement relating to indebtedness by way of lease-purchase arrangements, conditional sale, guarantee or other undertakings (except purchase orders made in the ordinary course of business) on which others rely in extending credit, any joint venture agreements or any chattel mortgages and other security arrangements with respect to the personal property and equipment used by the Company; (i) except for shrink wrap licenses for off-the-shelf software, any license agreement, either as licensor or licensee (except as included in Schedule 4.8); (j) any contract or option for the purchase or sale of real property; or (k) any other uncompleted contracts (excluding sales and purchase orders made in the ordinary course of business consistent with past practices), whether written or oral, except those that (i) were made in the ordinary course of business, (ii) are terminable on 30 days' ’ or less notice by the Company without penalty or other financial obligation, and (iii) in each case involve aggregate future payments by or to the Company of $50,000 25,000 or less. Neither Except as set forth in Schedule 4.12, neither the Company nor, to the best knowledge of Shareholder or the CompanyShareholders, any other party to any such contract, agreement, plan, lease, license or permit, has breached any material provision of, or is in violation or default in any material respect under the terms of, or has caused or permitted to exist any event that with or without due notice or lapse of time or both would constitute a material default or material event of default, under any such contract, agreement, plan, lease, license or permit. All such contracts, agreements, plans, leases, licenses and permits are valid and binding obligations of the Company and in full force and effect and the consummation of the Agreement will not result in any default thereof and will not require the consent of any other party thereto, and subject to the receipt of any consents or other matters referred to in Schedule 4.9, the execution and delivery of this Agreement by each of the Shareholder Shareholders and the Company and the consummation of the transactions contemplated hereby will not violate any material provision of, or result in the acceleration of any material obligation under or the termination of, any such contract, agreement, plan, lease, license or permit.