Common use of Contracts and Agreements Clause in Contracts

Contracts and Agreements. Attached hereto as Schedule 3.15 is a ------------------------ ------------- list and brief description of all written or oral contracts, commitments, leases, and other agreements (including, without limitation, promissory notes, loan agreements, and other evidences of indebtedness, guarantees, agreements with distributors, suppliers, dealers, franchisors and customers, and service agreements) to which the Companies are a party or by which the Companies or its properties are bound pursuant to which the obligations thereunder of either party thereto are, or are contemplated as being, $25,000 or greater (collectively, the "CONTRACTS"). The Companies are not and, to the best knowledge of Sellers and the Companies, no other party thereto is in default (and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a default) under any of the Contracts, and the Companies have not waived any right under any of the Contracts. All of the Contracts to which the Companies are a party are legal, valid, binding, enforceable and in full force and effect and will remain legal, valid, binding, enforceable and in full force and effect on identical terms immediately after the Closing. Except as set forth in Schedule 3.15, the ------------- Companies have not guaranteed any obligations of any other Person.

Contracts and Agreements. Attached hereto as Schedule 3.15 is a ------------------------ ------------- a list and brief description of all written or oral contracts, commitments, leases, and other agreements (including, without limitation, promissory notes, loan agreements, and other evidences of indebtedness, guarantees, agreements with distributors, suppliers, dealers, franchisors and customers, and service agreements) to which the Companies are Company is a party or by which the Companies Company or its properties are bound pursuant to which the obligations thereunder of either party thereto are, or are contemplated as being, for any one contract $25,000 or greater (collectively, the "CONTRACTS"). The Companies are Company is not and, to the best knowledge of Sellers Seller and the CompaniesCompany, no other party thereto is in default (and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a defaultdefault by the Company) under any of the Contracts, and the Companies have Company has not waived any right under any of the Contracts. All of the Contracts to which the Companies are Company is a party are legal, valid, binding, enforceable and in full force and effect and will remain legal, valid, binding, enforceable and in full force and effect on identical terms immediately after the Closing, except to the extent that enforceability may be limited by laws affecting creditors' rights and debtors' obligations generally, and legal limitations relating to remedies of specific performance and injunctive and other forms of equitable relief. Except as set forth in Schedule -------- 3.15, the ------------- Companies have Company has not guaranteed any obligations of any other Person. To the ---- best of Seller's and the Company's Knowledge, no manufacturer of office equipment sold by the Company will cease doing business with the Company immediately following the Closing.

Contracts and Agreements. Attached hereto as Schedule 3.15 is a ------------------------ ----------------------- ------------- list and brief description of all written or oral contracts, commitments, leases, and other agreements (including, without limitation, promissory notes, loan agreements, and other evidences of indebtedness, guarantees, agreements with distributors, suppliers, dealers, franchisors and customers, and service agreements) to which the Companies are Company is a party or by which the Companies Company or its properties are bound which either (i) require performance by either party exceeding one year; (ii) are contracts (other than vendor contracts) pursuant to which the obligations thereunder Company shall pay or receive more than $10,000 over the life of either party thereto aresuch contract, or (iii) are contemplated as being, vendor contracts pursuant to which SBC's sales of products obtained pursuant to such contract exceeds $25,000 or greater 100,000 (collectively, the "CONTRACTSContracts"). The Companies are Company is not and, to the best knowledge of Sellers and the CompaniesCompany, no other party thereto is in default (and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a default) under any of the Contracts, and the Companies have Company has not waived any right under any of the Contracts. All Except as set forth on Schedule 3.15, all of the Contracts to ------------- which the Companies are Company is a party are legal, valid, bindingbinding and enforceable against the Company and, enforceable to the best of the Company's and Sellers' knowledge, against each other party thereto, and in full force and effect and will remain legal, valid, bindingbinding and enforceable against the Company and, enforceable to the best of the Company's and Sellers' knowledge, against each other party thereto, and in full force and effect on identical terms immediately after the Closing. Except as set forth in Schedule 3.15, the ------------- Companies have Company has not guaranteed any obligations of any ------------- other Person.

Contracts and Agreements. Attached hereto as Schedule 3.15 is a ------------------------ ------------- list and brief description of all written or oral contracts, commitments, leases, and other agreements (including, without limitation, promissory notes, loan agreements, and other evidences of indebtedness, guarantees, agreements with distributors, suppliers, dealers, franchisors and customers, and service agreements) to which the Companies are Company is a party or by which the Companies Company or its properties are bound which either (i) require performance by either party exceeding one year; (ii) are contracts (other than vendor contracts) pursuant to which the obligations thereunder Company shall pay or receive more than $10,000 over the life of either party thereto aresuch contract, or (iii) are contemplated as being, vendor contracts pursuant to which the Company's sales of products obtained pursuant to such contract exceeds $25,000 or greater 100,000 (collectively, the "CONTRACTS"). The Companies are Company is not and, to the best knowledge of Sellers and the CompaniesCompany, no other party thereto is in default (and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a default) under any of the Contracts, and the Companies have Company has not waived any right under any of the Contracts. All Except as set forth on Schedule 3.15, all of the ------------- Contracts to which the Companies are Company is a party are legal, valid, bindingbinding and enforceable against the Company and, enforceable to the best of the Company's and Sellers' knowledge, against each other party thereto, and in full force and effect and will remain legal, valid, bindingbinding and enforceable against the Company and, enforceable to the best of the Company's and Sellers' knowledge, against each other party thereto, and in full force and effect on identical terms immediately after the Closing. Except as set forth in Schedule 3.15, the ------------- Companies have Company has not guaranteed ------------- any obligations of any other Person.

Contracts and Agreements. Attached hereto as Schedule 3.15 is a ------------------------ ------------- a list and brief description of all written or oral contracts, commitments, leases, and other agreements (including, without limitation, promissory notes, loan agreements, and other evidences of indebtedness, guarantees, agreements with distributors, suppliers, dealers, franchisors and customers, and service agreements) to which the Companies are Company is a party or by which the Companies Company or its properties are bound pursuant to which the obligations thereunder of either party thereto are, or are contemplated as being, for any one contract $25,000 or greater (collectively, the "CONTRACTS"). The Companies are Company is not and, to the best knowledge of Sellers Seller and the CompaniesCompany, no other party thereto is in default (and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a defaultdefault by the Company) under any of the Contracts, and the Companies have Company has not waived any right under any of the Contracts. All of the Contracts to which the Companies are Company is a party are legal, valid, binding, enforceable and in full force and effect and will remain legal, valid, binding, enforceable and in full force and effect on identical terms immediately after the Closing, except to the extent that enforceability may be limited by laws affecting creditors' rights and debtors' obligations generally, and legal limitations relating to remedies of specific performance and injunctive and other forms of equitable relief. Except as set forth in Schedule 3.15, the ------------- Companies have Company has not guaranteed any obligations of any ------------- other Person. To the best of Seller's and the Company's Knowledge, no manufacturer of office equipment sold by the Company will cease doing business with the Company immediately following the Closing.

Contracts and Agreements. Attached hereto as Schedule 3.15 is a ------------------------ ------------- list and brief description of all written or oral contracts, commitments, leases, and other agreements (including, without limitation, promissory notes, loan agreements, and other evidences of indebtedness, guarantees, agreements with distributors, suppliers, dealers, franchisors and customers, and service agreements) to which the Companies are Company is a party or by which the Companies Company or its properties are bound pursuant to which the obligations thereunder of either party thereto are, or are contemplated as being, for any one contract $25,000 or greater (collectively, the "CONTRACTS"). The Companies are Company is not and, to the best knowledge of Sellers Seller and the CompaniesCompany, no other party thereto is in default (and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a defaultdefault by the Company) under any of the Contracts, and the Companies have Company has not waived any right under any of the Contracts. All of the Contracts to which the Companies are Company is a party are legal, valid, binding, enforceable and in full force and effect and will remain legal, valid, binding, enforceable and in full force and effect on identical terms immediately after the Closing, except to the extent that enforceability may be limited by laws affecting creditors' rights and debtors' obligations generally, and legal limitations relating to remedies of specific performance and injunctive and other forms of equitable relief. Except as set forth in Schedule 3.15, the ------------- Companies have Company has not guaranteed any obligations of any other Person. To the best of Seller's and the Company's Knowledge, no manufacturer of office equipment sold by the Company will cease doing business with the Company immediately following the Closing.

Contracts and Agreements. Attached hereto as Schedule 3.15 is hereto contains a ------------------------ ------------- list and brief description of all written customer contracts that obligate the Company to sell or oral contractssupply products or perform services following the Closing Date that involve an amount greater than $50,000, commitments, leases, all employment contracts involving annual salaries greater than $60,000 and other agreements all employment contracts with general managers or officers of the Company. Schedule 3.15 also contains a list of the 30 largest contracts (including, without limitation, promissory notes, loan agreements, and other evidences in ------------- terms of indebtedness, guarantees, agreements annual payments made or received with distributors, suppliers, dealers, franchisors and customers, and service agreementsrespect thereto) to which the Companies are Company is a party or by which the Companies Company or its properties are bound pursuant to which bound, a list of any real estate or office building leases involving the obligations thereunder Company and a list of either party thereto areany contract or agreements, or are contemplated as beingif any, $25,000 or greater prohibiting the Company from freely engaging in the Business anywhere in the world (collectively, the "CONTRACTSContracts"). The Companies are Except as set forth in Schedule 3.15, the Company is not and, to the best knowledge Knowledge of Sellers the -------------- Majority Members and the CompaniesCompany, no other party thereto is in default in any material respect (and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute such a defaultdefault by the Company) under any of the Contracts, and the Companies have Company has not waived any right under any of the Contracts. All of the Contracts to which the Companies are Company is a party are legal, valid, binding, enforceable and in full force and effect and will remain legalconstitute valid and binding obligations of the Company, valid, binding, enforceable and in full force and effect on identical terms immediately after subject to the ClosingEquitable Exceptions. Except as set forth in on Schedule -------- 3.15, all of the Contracts to which the Company is a party will not be ---- terminated on or after the Closing Date as a result of the failure to obtain any consents to the Acquisition contemplated hereby, and will be assignable to Buyer. Except as set forth on Schedule 3.15, the ------------- Companies have Company has not guaranteed any ------------- obligations of any other Person.. The Company has no present expectation or intention of not fully performing all of its obligations under any Contract; provided, however, that following the Closing and the assignment of the Contracts to the Buyer, the Company has no intention of performing any further obligations under the Contracts, except as provided in Section 6.5 hereof. -----------

Contracts and Agreements. Attached hereto as Schedule 3.15 is a ---- ------------------------ ------------- a list and brief description of all written or oral contracts, commitments, leases, and other agreements (including, without limitation, promissory notes, loan agreements, and other evidences of indebtedness, guarantees, agreements with distributors, suppliers, dealers, franchisors and customers, and service agreements) to which the Companies are Company is a party or by which the Companies Company or its properties are bound pursuant to which the obligations thereunder of either party thereto are, or are contemplated as being, for any one contract $25,000 35,000 or greater (collectively, the "CONTRACTS"). The Companies are Company is not and, to the best knowledge of the Sellers and the CompaniesCompany, no other party thereto is in default (and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a defaultdefault by the Company) under any of the Contracts, and the Companies have Company has not waived any right under any of the Contracts, except for any such defaults or waivers, which would not have a Material Adverse Effect. All Except for the Equitable Exceptions, all of the Contracts to which the Companies are a party are legal, valid, binding, enforceable and in full force and effect and, assuming all necessary consents to the consummation of the transactions contemplated herein, as specifically set forth on Schedules 3.9 and 3.15, are obtained, will remain ------------- ---- legal, valid, binding, enforceable and in full force and effect on identical essentially the same terms immediately after the Closing, except to the extent that enforceability may be limited by the Equitable Exceptions. Except as set forth in Schedule 3.15, the ------------- Companies have Company has not guaranteed any obligations of any other ------------- Person. To the best knowledge of the Company and the Sellers, no manufacturer of office equipment sold by the Company will cease doing business with the Company immediately following the Closing.

Contracts and Agreements. Attached hereto as Schedule 3.15 is a ------------------------ ------------- a list and brief description of all written or oral contracts, commitments, leases, and other agreements (including, without limitation, promissory notes, loan agreements, and other evidences of indebtedness, guarantees, agreements with distributors, suppliers, dealers, franchisors and customers, and service agreements) to which the Companies are Company is a party or by which the Companies Company or its properties are bound pursuant to which the obligations thereunder of either party thereto are, or are contemplated as being, for any one contract $25,000 75,000 or greater (collectively, the "CONTRACTSContracts"). The Companies are Company is not and, to the best knowledge of the Sellers and the CompaniesCompany, no other party thereto is in default (and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a defaultdefault by the Company) under any of the Contracts, and the Companies have Company has not waived any right under any of the Contracts, except for any such defaults or waivers, which would not have a Material Adverse Effect. All Except for the Equitable Exceptions, all of the Contracts to which the Companies are a party are legal, valid, binding, enforceable and in full force and effect and, assuming all necessary consents to the consummation of the transactions contemplated herein, as specifically set forth on Schedules 3.9 and 3.15, are obtained, will remain ------------- ---- legal, valid, binding, enforceable and in full force and effect on identical essentially the same terms immediately after the Closing, except to the extent that enforceability may be limited by the Equitable Exceptions. Except as set forth in Schedule 3.15, the ------------- Companies have Company has not guaranteed any obligations of any other ------------- Person. To the best knowledge of the Company and the Sellers, no manufacturer of office equipment sold by the Company will cease doing business with the Company immediately following the Closing.

Contracts and Agreements. Attached hereto as Schedule 3.15 is a ------------------------ ------------- list and brief description of all written or oral contracts, commitments, leases, and other agreements (including, without limitation, promissory notes, loan agreements, and other evidences of indebtedness, guarantees, agreements with distributors, suppliers, dealers, franchisors and customers, and service agreements) to which the Companies are Company is a party or by which the Companies Company or its properties are bound pursuant to which the obligations thereunder of either party thereto are, or are contemplated as being, for any one contract $25,000 35,000 or greater (collectively, the "CONTRACTS"). The Companies are Company is not and, to the best knowledge of the Sellers and the CompaniesCompany, no other party thereto is in default (and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a defaultdefault by the Company) under any of the Contracts, and the Companies have Company has not waived any right under any of the Contracts, except for any such defaults or waivers, which would not have a Material Adverse Effect. All Except for the Equitable Exceptions, all of the Contracts to which the Companies are a party are legal, valid, binding, enforceable and in full force and effect and, assuming all necessary consents to the consummation of the transactions contemplated herein, as specifically set forth on Schedules 3.9 and 3.15, are obtained, will remain legal, valid, ------------- ---- binding, enforceable and in full force and effect on identical essentially the same terms immediately after the Closing, except to the extent that enforceability may be limited by the Equitable Exceptions. Except as set forth in Schedule 3.15, the ------------- Companies have Company has not guaranteed any obligations of any other Person. To the best knowledge of the Company and the Sellers, no manufacturer of office equipment sold by the Company will cease doing business with the Company immediately following the Closing.

Contracts and Agreements. Attached hereto as Schedule 3.15 is a ------------------------ ------------- list and brief description of all written or oral contracts, commitments, leases, and other agreements (including, without limitation, promissory notes, loan agreements, and other evidences of indebtedness, guarantees, agreements with distributors, suppliers, dealers, franchisors and customers, and service agreements) to which the Companies are Company is a party or by which the Companies Company or its properties are bound pursuant to which the obligations thereunder of either party thereto are, or are contemplated as being, for any one contract $25,000 50,000 or greater (collectively, the "CONTRACTSContracts"), except purchase orders and other contracts and commitments entered into in the ordinary course of the Business with respect to the sale and purchase of inventory, supplies, products and services. The Companies are Company is not and, to Knowledge of the best knowledge of Sellers Company and the CompaniesSellers, no other party thereto is in default (and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a defaultdefault by the Company) under any of the Contracts, and the Companies have Company has not waived any right under any of the Contracts, except for any such defaults or waivers, which would not have a Material Adverse Effect. All Except for the Equitable Exceptions, all of the Contracts to which the Companies are a party are legal, valid, binding, enforceable and in full force and effect with respect to the Company and, to the knowledge of the Company and Sellers, the other parties thereto, assuming all necessary consents to the consummation of the transactions contemplated herein, as specifically set forth on Schedules 3.9 and 3.15, are obtained, will remain legal, valid, binding, ------------- ---- enforceable and in full force and effect on identical essentially the same terms immediately after the Closing, except to the extent that enforceability may be limited by the Equitable Exceptions. Except as set forth in Schedule 3.15, the ------------- Companies have Company has not guaranteed any material obligations of any other Person. Subject to the matters disclosed on Schedule 3.8A, to the Knowledge of the ------------- Company and the Sellers, no manufacturer of office equipment sold by the Company (with sales by the Company from products distributed by such manufacturer of more than $50,000 per annum) will cease doing business with the Company immediately following the Closing.

Contracts and Agreements. Attached hereto as Schedule 3.15 is a list ------------------------ ------------- list and brief description of all written or oral contracts, commitments, leases, and other agreements (including, without limitation, promissory notes, loan agreements, and other evidences of indebtedness, guarantees, agreements with distributors, suppliers, dealers, franchisors and customers, and service agreements) to which the Companies are Company is a party or by which the Companies Company or its properties are bound pursuant to which the obligations thereunder of either party thereto are, or are contemplated as being, for any one contract $25,000 50,000 or greater (collectively, the "CONTRACTS"). The Companies are Company is not and, to the best knowledge of the Sellers and the CompaniesCompany, no other party thereto is in default (and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a defaultdefault by the Company) under any of the Contracts, and the Companies have Company has not waived any right under any of the Contracts, except for any such defaults or waivers, which would not have a Material Adverse Effect. All Except for the Equitable Exceptions, all of the Contracts to which the Companies are a party are legal, valid, binding, enforceable and in full force and effect and, assuming all necessary consents to the consummation of the transactions contemplated herein, as specifically set forth on Schedules 3.9 and 3.15, are obtained, will remain ------------- ---- legal, valid, binding, enforceable and in full force and effect on identical essentially the same terms immediately after the Closing, except to the extent that enforceability may be limited by the Equitable Exceptions. Except as set forth in Schedule 3.15, the ------------- Companies have Company has not guaranteed any obligations of any other ------------- Person. To the best knowledge of the Company and the Sellers, no manufacturer of office equipment sold by the Company will cease doing business with the Company immediately following the Closing.

Contracts and Agreements. Attached hereto as Schedule 3.15 is a ------------------------ ------------- a list and brief description of all written or oral contracts, commitments, leases, and other agreements (including, without limitation, promissory notes, loan agreements, and other evidences of indebtedness, guarantees, agreements with distributors, suppliers, dealers, franchisors and customers, and service agreements) to which the Companies are Company is a party or by which the Companies Company or its properties are bound pursuant to which the obligations thereunder of either party thereto are, or are contemplated as being, for any one contract $25,000 or greater (collectively, the "CONTRACTS"). The Companies are Company is not and, to the best knowledge of Sellers Seller and the CompaniesCompany, no other party thereto is in default (and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a defaultdefault by the Company) under any of the Contracts, and the Companies have Company has not waived any right under any of the Contracts. All of the Contracts to which the Companies are Company is a party are legal, valid, binding, enforceable and in full force and effect and will remain legal, valid, binding, enforceable and in full force and effect on identical terms immediately after the Closing, except to the extent that enforceability may be limited by laws affecting creditors' rights and debtors' obligations generally, and legal limitations relating to remedies of specific performance and injunctive and other forms of equitable relief. Except as set forth in Schedule 3.15, the ------------- Companies have Company has not guaranteed any obligations of any other Person. To the best of Seller's and the Company's Knowledge, no manufacturer of office equipment sold by the Company will cease doing business with the Company immediately following the Closing.