Common use of Contracts and Commitments; No Default Clause in Contracts

Contracts and Commitments; No Default. (a) The Disclosure Schedule contains an accurate and complete list of: (i) All real property owned by the Seller included in the Assets or in which the Seller has a leasehold or other interest and which is included in the Assets or which is used by the Seller in connection with the operation of the Business. A true and correct copy of each lease, sublease, license, or any other instrument under which the Seller claims or holds such leasehold or other interest or right to the use thereof or pursuant to which the Seller has assigned, sublet or granted any rights therein, has been delivered to the Purchaser. (ii) All machinery, tools, equipment, motor vehicles and other tangible personal property (other than inventory and supplies), owned, leased or used by the Seller and included in the Assets, except for items having a cost of less than $5,000. The Seller has provided the Purchaser with either a copy of or a summary description of all leases and Liens relating thereto, identifying the parties thereto, the rental or other payment terms, expiration date and cancellation and renewal terms thereof. (iii) All contracts, agreements and commitments, whether or not fully performed, in respect of the issuance, sale or transfer of capital stock bonds, membership interests or other securities of the Seller or pursuant to which the Seller has acquired any substantial portion of its business or assets. (iv) All contracts, agreements, commitments or understandings that restrict the Seller from carrying on its businesses or any part thereof anywhere in the world or from competing in any line of business with any person or entity. (v) All purchase or sale contracts or agreements that call for aggregate purchases or sales in excess over the course of such contract or agreement of $5,000 or which continues for a period of more than twelve months (including without limitation periods covered by any option to renew or extend by either party) which is not terminable on 60 days' or less notice without cost or other Liability at or any time after the Closing. (vi) Any contract, commitment, agreement or arrangement with any "disqualified individual" (as defined in Section 280G(c) of the Code) which contains any severance or termination pay liabilities which would result in a disallowance of the deduction for any "excess parachute payment" (as defined in Section 280G(b)(1) of the Code) under Section 280G of the Code.

Contracts and Commitments; No Default. (a) The Disclosure Schedule contains an accurate and complete list and brief description of: (i) All real property owned by the Seller Sellers included in the Assets or in which the Seller has Sellers have a leasehold or other interest and which is included in the Assets or which is used by the Seller Sellers in connection with the operation of the Business. A true and correct copy their business, together with a description of each lease, sublease, license, or any other instrument under which the Seller claims Sellers claim or holds hold such leasehold or other interest or right to the use thereof or pursuant to which the Seller has Sellers have assigned, sublet or granted any rights therein, has been delivered to identifying the Purchaserparties thereto, the rental or other payment terms, expiration date and cancellation and renewal terms thereof. (ii) All machinery, tools, equipment, motor vehicles and other tangible personal property (other than inventory and supplies), owned, leased or used by the Seller Sellers and included in the Assets, except for items having a cost of less than $5,000. The Seller has Sellers have provided the Purchaser with either a copy of or a summary description of all leases and Liens relating thereto, identifying the parties thereto, the rental or other payment terms, expiration date and cancellation and renewal terms thereof. (iii) All contracts, agreements and commitments, whether or not fully performed, in respect of the issuance, sale or transfer of capital stock bonds, membership interests or other securities of the Seller Sellers or pursuant to which the Seller has Sellers have acquired any substantial portion of its their business or assets. (iv) All contracts, agreements, commitments or understandings that restrict the Seller Sellers from carrying on its their businesses or any part thereof anywhere in the world or from competing in any line of business with any person or entity. (v) All purchase or sale contracts or agreements that call for aggregate purchases or sales in excess over the course of such contract or agreement of $5,000 or which continues for a period of more than twelve months (including without limitation periods covered by any option to renew or extend by either party) which is not terminable on 60 days' or less notice without cost or other Liability at or any time after the Closing. (vi) Any contract, commitment, agreement or arrangement with any "disqualified individual" (as defined in Section 280G(c) of the Code) which contains any severance or termination pay liabilities which would result in a disallowance of the deduction for any "excess parachute payment" (as defined in Section 280G(b)(1) of the Code) under Section 280G of the Code.

Contracts and Commitments; No Default. (a) The Exhibit 1.1(e) and the Disclosure Schedule contains together contain an accurate and complete list and brief description of: (i) All real property owned by the Seller included in the Assets or in which the Seller has a leasehold or other interest and which is included in the Assets or which is used by the Seller in connection with the operation of the Business. A true and correct copy its business, together with a description of each lease, sublease, license, or any other instrument under which the Seller claims or holds such leasehold or other interest or right to the use thereof or pursuant to which the Seller has assigned, sublet or granted any rights therein, has been delivered to identifying the Purchaserparties thereto, the rental or other payment terms, expiration date and cancellation and renewal terms thereof. (ii) All machinery, tools, equipment, motor vehicles furniture and other tangible personal property (other than inventory and supplies), owned, leased or used by the Seller and included in the Assets, except for items having a cost of less than $5,000. The Seller has provided the Purchaser Buyer with either a copy of or a summary description of all leases and Liens relating thereto, identifying the parties thereto, the rental or other payment terms, expiration date and cancellation and renewal terms thereof. (iii) All contracts, agreements and commitments, whether or not fully performed, in respect of the issuance, sale or transfer of capital stock bonds, membership interests or other securities of the Seller or pursuant to which the Seller has acquired any substantial portion of its business or assets. (iv) All contracts, agreements, commitments or understandings that restrict the Seller from carrying on its businesses or any part thereof anywhere in the world or from competing in any line of business with any person or entity. (v) All purchase or sale contracts or agreements that call for aggregate purchases or sales in excess over the course of such contract or agreement of $5,000 2,500 or which continues for a period of more than twelve months (including without limitation periods covered by any option to renew or extend by either party) which is not terminable on 60 days' or less notice without cost or other Liability liability at or any time after the Closing. (vi) Any The names and current annual salary rates of all employees of and consultants to Seller, showing separately for each such person the amounts paid or payable as salary, bonus payments and any indirect compensation for the year ended December 31, 2002. (vii) All employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, employee option or purchase plans, other employee arrangements or commitments, whether or not legally binding, including without limitation, holiday, vacation and other bonus practices, to which Seller is a party or is bound or which relates to the operation of the Business. (b) The Contracts (other than those which have been fully performed), are valid and binding, enforceable in accordance with their respective terms in all material respects, except as enforcement might be limited by bankruptcy and other laws related to creditors' rights and principles of equity, and are in full force and effect. In the event assignment of the Contracts requires the consent of the other parties to the Contracts, Buyer will assist Seller in obtaining the required consent or obtaining a replacement contract in a manner in which Buyer will be entitled to the full benefits thereof. Except as disclosed in the Disclosure Schedule, none of the payments required to be made under any Contract has been prepaid more than 30 days prior to the due date of such payment thereunder. Except as set forth in the Disclosure Schedule, Seller is not in material breach, violation or default, however defined, in the performance of any of its obligations under any of the Contracts or any other contract, commitmentagreement, agreement lease, license or arrangement commitment required to be listed on the Disclosure Schedule, and no facts and circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a material breach, violation or default thereunder or thereof. Except as set forth in the Disclosure Schedule, none of the Contracts is subject to renegotiation with any "disqualified individual" (as defined in Section 280G(c) government body. True and complete copies of all of the CodeContracts (together with any and all amendments thereto) which contains any severance or termination pay liabilities which would result in have been delivered to Buyer and identified with a disallowance reference to this Section of the deduction for any "excess parachute payment" (as defined in Section 280G(b)(1) of the Code) under Section 280G of the Codethis Agreement.

Contracts and Commitments; No Default. (a) The Disclosure Schedule contains an accurate and complete list of: (i) All real property owned by the Seller included in the Assets or in which the Seller has a leasehold or other interest and which is included in the Assets or which is used by the Seller in connection with the operation of the Business. A true and correct copy of , together with a list identifying each lease, sublease, license, or any other instrument under which the Seller claims or holds such leasehold or other interest or right to the use thereof or pursuant to which the Seller has assigned, sublet or granted any rights therein, identifying the parties thereto, the rental or other payment terms, expiration date and cancellation and renewal terms thereof, has been delivered to the Purchaser. (ii) All machinery, tools, equipment, motor vehicles and other tangible personal property (other than inventory and supplies), owned, leased or used by Seller in the Seller conduct of the Business and included in the Assets, except for items having a cost of less than $5,000. The Seller has provided the Purchaser with either a copy of or a summary description of all leases and Liens relating thereto, identifying the parties thereto, the rental or other payment terms, expiration date and cancellation and renewal terms thereof. (iii) All contracts, agreements and commitments, whether or commitments not fully performed, in respect of the issuance, sale or transfer of capital stock stock, bonds, membership interests or other securities of the Seller or pursuant to which the Seller has acquired any substantial portion Asset material to the Business, regardless of its business or assetscost. (iv) All contracts, agreements, commitments or understandings that restrict the Seller from carrying on its businesses the Business or any part thereof anywhere in the world or from competing in any line of business with any person or entity. (v) All purchase or sale contracts or agreements that call for aggregate purchases or sales in excess over the course of such contract or agreement of $5,000 25,000 or which continues for a period of more than twelve 12 months (including without limitation periods covered by any option to renew or extend by either party) which is not terminable on 60 days' or less notice without cost or other Liability at or any time after the Closing. (vi) Any contract, commitment, agreement or arrangement with any "disqualified individual" (as defined in Section 280G(c) of the Code) which contains any severance or termination pay liabilities which would result in a disallowance of the deduction for any "excess parachute payment" (as defined in Section 280G(b)(1) of the Code) under Section 280G of the Code. (vii) All Assumed Contracts. (viii) The names and current annual salary rates of all employees of and consultants to the Business, showing separately for each such person the amounts paid or payable as salary, bonus payments and any indirect compensation for the fiscal year ended February 28, 2001, as well as the vacation time, holiday time and sick pay due each such employee and consultant as of the date of this Agreement. (ix) All collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, employee option or purchase plans, other employee arrangements or commitments, whether or not legally binding, including without limitation, holiday, vacation, paid time-off, Christmas and other bonus practices, to which Seller is a party or is bound and which relates to employees or consultants of the Business or the operation of the Business. (x) All imaging, scanning, coding, pricing agreements, schedules and other contracts or agreements with customers for services provided in the Business. (b) The Assumed Contracts and all other contracts, agreements, leases, licenses and commitments required to be listed on the Disclosure Schedule (other than those which have been fully performed), are valid and binding, enforceable in accordance with their respective terms in all material respects, except as enforcement might be limited by bankruptcy and other laws related to creditors' rights and principles of equity, and are in full force and effect. Except as otherwise specified in the Disclosure Schedule, the Assumed Contracts are validly assignable to the Purchaser without the consent of any other party so that, after the assignment thereof to the Purchaser pursuant hereto, the Purchaser will be entitled to the full benefits thereof (subject to the performance thereof by Purchaser). Except as disclosed in the Disclosure Schedule, none of the payments required to be made under any Assumed Contract has been prepaid more than 30 days prior to the due date of such payment thereunder. Except as set forth in the Disclosure Schedule, neither Seller nor any Shareholder is in material breach, violation or default, however defined, in the performance of any of their obligations under any Assumed Contract or any other contract, agreement, lease, license or commitment required to be listed on the Disclosure Schedule, and no facts and circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a material breach, violation or default thereunder or thereof. None of the Assumed Contracts is, either when considered singly or in the aggregate with others, materially adverse, unduly burdensome, or onerous to the Business or likely, either before or after the Closing, to result in any material loss or liability to the Business. Except as set forth in the Disclosure Schedule, none of the Assumed Contracts is subject to renegotiation with any government body. True and complete copies of all of the Assumed Contracts (together with any and all amendments thereto) have been delivered to the Purchaser.

Contracts and Commitments; No Default. (a) The Disclosure Schedule contains an accurate and complete list and brief description of: (i) All real property owned by the Seller included in the Assets or in which the Seller has a leasehold or other interest and which is included in the Assets or which is used by the Seller in connection with the operation of the Business. A true and correct copy , together with a description of each lease, sublease, license, or any other instrument under which the Seller claims or holds such leasehold or other interest or right to the use thereof or pursuant to which the Seller has assigned, sublet or granted any rights therein, identifying the parties thereto, the rental or other payment terms, expiration date and cancellation and renewal terms thereof, has been delivered to the Purchaser. (ii) All machinery, tools, equipment, motor vehicles and other tangible personal property (other than inventory and supplies), owned, leased or used by the Seller in the conduct of the Business and included in the Assets, except for individual items having with a cost of less than $5,000500. The Seller has provided the Purchaser with either a copy of or a summary description of all leases and Liens relating thereto, identifying the parties thereto, the rental or other payment terms, expiration date and cancellation and renewal terms thereof. (iii) All contracts, agreements and commitments, whether or not fully performed, in respect of the issuance, sale or transfer of capital stock stock, bonds, membership interests or other securities of the Seller or pursuant to which the Seller has acquired any substantial portion of its business the Business or assetsAssets. (iv) All contracts, agreements, commitments or understandings that restrict the Seller from carrying on its businesses the Business or any part thereof anywhere in the world or from competing in any line of business with any person or entity. (v) All purchase or sale contracts or agreements that call for aggregate purchases or sales in excess over the course of such contract or agreement of $5,000 or which continues for a period of more than twelve 12 months (including without limitation periods covered by any option to renew or extend by either party) ), and which is not terminable on 60 days' ’ or less notice without cost or other Liability at or any time after the Closing. (vi) Any contract, commitment, agreement or arrangement with any "“disqualified individual" ” (as defined in Section 280G(c) of the Code) which contains any severance or termination pay liabilities which would result in a disallowance of the deduction for any "“excess parachute payment" ” (as defined in Section 280G(b)(1) of the Code) under Section 280G of the Code.

Contracts and Commitments; No Default. (a) The Disclosure Schedule contains an accurate and complete list and brief description of: (i) All real property owned by the Seller included in the Assets or in which the Seller has a leasehold or other interest and which is included in the Assets or which is used by the Seller in connection with the operation of the Business. A true and correct copy its business, together with a description of each lease, sublease, license, or any other instrument under which the Seller claims or holds such leasehold or other interest or right to the use thereof or pursuant to which the Seller has assigned, sublet or granted any rights therein, has been delivered to identifying the Purchaserparties thereto, the rental or other payment terms, expiration date and cancellation and renewal terms thereof. (ii) All machinery, tools, equipment, motor vehicles equipment and other tangible personal property (other than inventory and supplies), owned, leased or used by the Seller and included in the Assets, except for items having a cost of less than $5,000. The Seller has provided the Purchaser Buyer with either a copy of or a summary description of all leases and Liens relating thereto, identifying the parties thereto, the rental or other payment terms, expiration date and cancellation and renewal terms thereof. (iii) All contracts, agreements and commitments, whether or not fully performed, in respect of the issuance, sale or transfer of capital stock bonds, membership interests or other securities of the Seller or pursuant to which the Seller has acquired any substantial portion of its business or assets. (iv) All contracts, agreements, commitments or understandings that restrict the Seller from carrying on its businesses or any part thereof anywhere in the world or from competing in any line of business with any person or entity. (v) All purchase or sale contracts or agreements that call for aggregate purchases or sales in excess over the course of such contract or agreement of $5,000 2,500 or which continues for a period of more than twelve months (including without limitation periods covered by any option to renew or extend by either party) which is not terminable on 60 days' or less notice without cost or other Liability liability at or any time after the Closing. (vi) Any The names and current annual salary rates of all employees of and consultants to Seller, showing separately for each such person the amounts paid or payable as salary, bonus payments and any indirect compensation for the year ended December 31, 2001. (vii) All employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, employee option or purchase plans, other employee arrangements or commitments, whether or not legally binding, including without limitation, holiday, vacation and other bonus practices, to which Seller is a party or is bound or which relates to the operation of the Business. (b) The Assumed Contracts shall be listed on Exhibit 2.10 (b). The Assumed Contracts and all other contracts, agreements, leases, licenses and commitments required to be listed on the Disclosure Schedule (other than those which have been fully performed), are valid and binding, enforceable in accordance with their respective terms in all material respects, except as enforcement might be limited by bankruptcy and other laws related to creditors' rights and principles of equity, and are in full force and effect. In the event assignment of the Assumed Contracts requires the consent of the other parties to the Assumed Contracts, Buyer will assist Seller in obtaining the required consent or obtaining a replacement contract in a manner in which Buyer will be entitled to the full benefits thereof. Except as disclosed in the Disclosure Schedule, none of the payments required to be made under any Assumed Contract has been prepaid more than 30 days prior to the due date of such payment thereunder. Except as set forth in the Disclosure Schedule, Seller is not in material breach, violation or default, however defined, in the performance of any of its obligations under any Assumed Contract or any other contract, commitmentagreement, agreement lease, license or arrangement commitment required to be listed on the Disclosure Schedule, and no facts and circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a material breach, violation or default thereunder or thereof. None of the Assumed Contracts is, either when considered singly or in the aggregate with others, materially adverse, unduly burdensome, or onerous to the Seller's business, properties, assets, earnings or prospects or likely, either before or after the Closing, to result in any material loss or liability. Except as set forth in the Disclosure Schedule, none of the Assumed Contracts is subject to renegotiation with any "disqualified individual" (as defined in Section 280G(c) government body. True and complete copies of all of the CodeAssumed Contracts (together with any and all amendments thereto) which contains any severance or termination pay liabilities which would result in have been delivered to Buyer and identified with a disallowance reference to this Section of the deduction for any "excess parachute payment" (as defined in Section 280G(b)(1) of the Code) under Section 280G of the Codethis Agreement.