Common use of Contracts and Commitments Clause in Contracts

Contracts and Commitments. (a) Schedule 2.09 attached hereto contains a true, complete and correct list of the following contracts, agreements, arrangements or other understandings, whether written or oral (collectively, the “Contracts”) which relate to the Assets being sold: (i) all Contracts, agreements, commitments, purchase orders or other understandings or arrangements to which Seller or any of its property is bound which (A) involve payments or receipts by Seller of more than $5,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) under which the consequences of a default or termination would reasonably be expected to have a material adverse effect; (ii) all material agency, distributor, sales representative, franchise or similar agreements to which Seller is a party or by which Seller or any of its property is bound; (iii) all Contracts imposing a non-competition or non-solicitation obligation on Seller; and (iv) any other material agreements or contracts entered into by Seller, excluding all non-disclosure agreements between a Seller and third parties. (b) Except as set forth on Schedule 2.09: (i) each Contract is a valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, and Seller does not have any actual knowledge that any Contract is not a valid and binding agreement of the other parties thereto, except where the failure to be a valid and binding Agreement would not reasonably be expected to result in a Material Adverse Effect. (ii) Seller has fulfilled all material obligations required pursuant to the Contracts to have been performed by Seller, on its part prior to the date hereof, and Seller has no reason to believe that Seller will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof, except where the failure to fulfill all material obligations required pursuant the contract would not reasonably be expected to result in a Material Adverse Effect; (iii) Seller is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto, except for such breach, default or events that would not reasonably be expected to result in a Material Adverse Effect; and (iv) to the actual knowledge of Seller, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto, except for such breach, default or events that would not reasonably be expected to result in a Material Adverse Effect.

Contracts and Commitments. (a) Except for Excluded Assets, Schedule 2.09 attached hereto contains a true, 5.17 lists all material Contracts used in or relating to the Business. (b) Sellers have delivered true complete and correct list copies of all written Contracts listed on Schedule 5.17 to Buyer prior to the date hereof. (c) Except for Excluded Assets and the Real Property Leases and Personal Property Leases listed on Schedules 1.1(a) and 1.1(h) respectively, the Contracts constitute all of the following contracts, agreements, contract rights, leases, license agreements, franchise rights and agreements, policies, purchase and sales orders, quotations and executory commitments, instruments, guaranties, indemnifications, arrangements or other understandings, whether and understandings (written or oral (collectively, oral) necessary to conduct the “Contracts”) which relate to the Assets being sold: (i) all Contracts, agreements, commitments, purchase orders or other understandings or arrangements to which Seller or any of its property is bound which (A) involve payments or receipts by Seller of more than $5,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) under which the consequences of a default or termination would reasonably be expected to have a material adverse effect; (ii) all material agency, distributor, sales representative, franchise or similar agreements to which Seller is a party or by which Seller or any of its property is bound; (iii) all Contracts imposing a non-competition or non-solicitation obligation on Seller; and (iv) any other material agreements or contracts entered into by Seller, excluding all non-disclosure agreements between a Seller and third partiesBusiness as presently conducted. (bd) To the Knowledge of Sellers and Nextera, all of the Contracts are valid and binding, in full force and effect and enforceable in accordance with their respective provisions, subject to enforceability against the other party thereto and the effect of applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors' rights generally and subject to the effect of general principles of equity, including, without limitation, the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law. (e) Except as set forth on Schedule 2.09: (i) each Contract is a valid and binding agreement 5.17, none of SellerSellers nor Nextera has assigned, enforceable against Seller in accordance with mortgaged, pledged, Encumbered, or otherwise hypothecated any of its termsright, and Seller does not have title or interest under any actual knowledge that any Contract is not a valid and binding agreement of the other parties thereto, except where the failure to be a valid and binding Agreement would not reasonably be expected to result in a Material Adverse EffectContract. (iif) Seller has fulfilled all material obligations required pursuant Except as set forth in Schedule 5.17, none of Sellers nor Nextera (nor, to the Contracts to have been performed by SellerKnowledge of Sellers and Nextera, on its part prior to the date hereofany other party thereto) is in violation of, and Seller in default in respect of nor has no reason to believe that Seller will not be able to fulfillthere occurred an event or condition which, when due, all of its obligations under the Contracts which remain to be performed after the date hereof, except where the failure to fulfill all material obligations required pursuant the contract would not reasonably be expected to result in a Material Adverse Effect; (iii) Seller is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of or notice (or both both) would constitute such a default, result in a loss of rights violation or result in the creation default of any lienContract, charge or encumbranceand, thereunder or pursuant thereto, except for such breach, default or events that would not reasonably be expected to result in a Material Adverse Effect; and (iv) to the actual knowledge Knowledge of SellerSellers and Nextera, there is are no existing breach facts or circumstances which would reasonably indicate that Sellers or Nextera (or any other party) will be or may be in violation of or in default in respect of any Contract, subsequent to the date hereof. Except as set forth in Schedule 5.17, no notice has been received by Sellers or Nextera claiming any such default by Sellers or Nextera or indicating the desire or intention of any other party thereto to any Contractamend, and no event has occurred which with modify, rescind or terminate the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto, except for such breach, default or events that would not reasonably be expected to result in a Material Adverse Effectsame.

Contracts and Commitments. (a) Except as filed as an exhibit to Buyer’s SEC Reports, and except as contemplated by this Agreement, neither Buyer, nor the Buyer Subsidiaries, nor the entities listed on Schedule 2.09 attached hereto contains 3.1(b) is a trueparty to or bound by any oral or written contract, complete and correct list obligation or commitment that is required to be filed as an exhibit to a periodic report under the Exchange Act (or will be required to be filed with the Buyer’s next quarterly report on Form 10-Q), as provided by Rule 601 of Regulation S-K promulgated under the Exchange Act. Each contract, agreement or commitment filed as an exhibit to the Buyer’s SEC Reports or required to be filed, as described in this Section 4.12 is referred to herein as a “Buyer Contract.” (b) Neither Buyer nor any of the following contractsBuyer Subsidiaries, agreements, arrangements or other understandings, whether written or oral (collectively, the “Contracts”) which relate nor to the Assets being sold: knowledge of Buyer any other party to a Buyer Contract, has breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under (i) all Contractsnor does there exist any condition under which, agreementswith the passage of time or the giving of notice, commitmentsor both, purchase orders or other understandings or arrangements to which Seller or any of its property is bound which (A) involve payments or receipts by Seller of more than $5,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) under which the consequences of a default or termination would could reasonably be expected to have cause such a material adverse effect; (ii) all material agencybreach, distributor, sales representative, franchise violation or similar agreements to which Seller is a party or by which Seller or any of its property is bound; (iii) all Contracts imposing a non-competition or non-solicitation obligation on Seller; and (ivdefault under) any Buyer Contract, other material agreements than any breaches, violations or contracts entered into by Sellerdefaults which have not had, excluding all non-disclosure agreements between or could not reasonably be expected to have, individually or in the aggregate, a Seller and third partiesBuyer Material Adverse Effect. (bc) Except as set forth on Schedule 2.09: (i) each Each Buyer Contract is a valid valid, binding and binding agreement enforceable obligation of SellerBuyer and to the knowledge of Buyer, enforceable against Seller of the other party or parties thereto, in accordance with its terms, and Seller does not have any actual knowledge that any Contract is not a valid in full force and binding agreement of the other parties theretoeffect, except where the failure to be a valid valid, binding, enforceable and binding Agreement would in full force and effect has not had, or could not reasonably be expected to result in have, a Buyer Material Adverse EffectEffect and to the extent enforcement may be limited by applicable bankruptcy, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights governing or by general principles of equity. (iid) Seller An accurate and complete copy of each Buyer Contract has fulfilled all material obligations required pursuant to the Contracts to have been performed by Seller, on its part prior to the date hereof, and Seller has no reason to believe that Seller will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof, except where the failure to fulfill all material obligations required pursuant the contract would not reasonably be expected to result in a Material Adverse Effect; made available (iii) Seller is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto, except for such breach, default or events that would not reasonably be expected to result in a Material Adverse Effect; and (ivincluding via E▇▇▇▇) to the actual knowledge of Seller, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto, except for such breach, default or events that would not reasonably be expected to result in a Material Adverse EffectBuyer.

Contracts and Commitments. (a) Schedule 2.09 Except as expressly contemplated by this Agreement or as set forth on the attached hereto contains CONTRACTS SCHEDULE, the Company is not a true, complete and correct list of the following contracts, agreements, arrangements party to or other understandings, whether bound by any written or oral (collectively, the “Contracts”) which relate to the Assets being sold: (i) all Contracts, agreements, commitments, purchase orders or other understandings or arrangements to which Seller or any of its property is bound which (A) involve payments or receipts by Seller of more than $5,000 in the case of any single contract, agreement, commitment, understanding lease or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) under which the consequences of a default or termination would reasonably be expected to have a material adverse effect; (ii) all material agency, distributor, sales representative, franchise or similar agreements to which Seller is a party or by which Seller or any of its property is bound; (iii) all Contracts imposing a non-competition or non-solicitation obligation on Seller; and (iv) any other material agreements or contracts entered into by Seller, excluding all non-disclosure agreements between a Seller and third partiesinstrument. (b) All of the contracts, leases, agreements and instruments set forth or required to be set forth on the CONTRACTS SCHEDULE are valid, binding and enforceable in accordance with their respective terms and shall be in full force and effect without penalty in accordance with their terms upon consummation of the transactions contemplated hereby. Except as set forth on Schedule 2.09: the CONTRACTS SCHEDULE, (i) each Contract is a valid the Company has performed all obligations required to be performed by it and binding agreement of Seller, enforceable against Seller in accordance with its terms, and Seller does not have any actual knowledge that any Contract is not a valid and binding in default under or in breach of nor in receipt of any claim of default or breach under any contract, lease, agreement of or instrument to which the other parties thereto, except where the failure to be a valid and binding Agreement would not reasonably be expected to result in a Material Adverse Effect. Company is subject; (ii) Seller has fulfilled all material obligations required pursuant to the Contracts to have been performed by Seller, on its part prior to the date hereof, and Seller has no reason to believe that Seller will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof, except where the failure to fulfill all material obligations required pursuant the contract would not reasonably be expected to result in a Material Adverse Effect; (iii) Seller is not in breach of or default under any Contract, and no event has occurred which with the passage of time or the giving of notice or both would constitute such result in a default, result in a loss breach or event of rights noncompliance by the Company under any contract, lease, agreement or result in instrument to which the creation Company is subject; (iii) the Company does not have any present expectation or intention of not fully performing all such obligations; (iv) no contract or agreement is subject to cancellation or any other material modification by the other party thereto or is subject to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery; and (v) neither the Company nor any Seller has knowledge of any lienbreach or anticipated breach by the other parties to any contract, charge lease, agreement, instrument or encumbrancecommitment to which they are parties. The Company is not a party to any contract, thereunder agreement or pursuant thereto, except for such breach, default or events that would not commitment the performance of which could reasonably be expected to result in a Material Adverse Effect; and (iv) to the actual knowledge of Seller, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto, except for such breach, default or events that would not reasonably be expected to result in have a Material Adverse Effect. (c) Buyer's counsel has been supplied with a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the attached CONTRACTS SCHEDULE, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) To the extent not listed on Schedule 2.09 attached 2.1B or Schedule 2.1D, ------------- ------------- Schedule 2.1F hereto contains a true, complete lists and correct list briefly describes all Material Contracts related ------------- to the operation of the following contracts, agreements, arrangements or other understandings, whether written or oral (collectively, the “Contracts”) which relate to the Assets being sold: (i) all Contracts, agreements, commitments, purchase orders or other understandings or arrangements Business to which Seller or any of its property is bound which (A) involve payments or receipts by Seller of more than $5,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) under which the consequences of a default or termination would reasonably be expected to have a material adverse effect; (ii) all material agency, distributor, sales representative, franchise or similar agreements to which Seller SELLER is a party or by which Seller it or any of its property assets or properties are bound (true and correct copies of each of which have been previously delivered to BUYER). Each Material Contract (whether disclosed on Schedule 2.1B, Schedule 2.1D, Schedule 2.1F or otherwise) is bound; (iii) all Contracts imposing a non-competition or non-solicitation obligation on Seller; and (iv) any other material agreements or contracts entered into by Seller, excluding all non-disclosure agreements in ------------- ------------- ------------- full force and effect and embodies the complete understanding between a Seller and third parties. (b) the parties thereto with respect to the subject matter thereof. Except as expressly set forth on Schedule 2.09: 2.1F, (i) there exists no material default or claim ------------- thereof by any party to any Material Contract, (ii) there are no facts or conditions which, if continued or noticed, would result in a default having an Adverse Effect under any Material Contract, (iii) SELLER has not received any notice that any person intends to cancel, modify or terminate any Material Contract, or to exercise or not to exercise any options thereunder, (iv) SELLER has not given any notice of cancellation, modification or termination of any Material Contract or of exercise or non-exercise of any options thereunder, (v) each Material Contract is a valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, terms and Seller does not have any actual knowledge that any Contract is not a valid and binding agreement (vi) no consent or approval of the other parties theretoto any Material Contract or any person pursuant to any Material Contract is required for the consummation of the transactions contemplated herein except as set forth on said Schedule, except where the failure to be a valid all of which have been obtained and binding Agreement would not reasonably be expected to result are in a Material Adverse Effectfull force and effect. (iib) Seller has fulfilled all material obligations required pursuant to the Contracts to have been performed by Seller, on its part prior to the date hereof, and Seller has no reason to believe that Seller will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof, except where the failure to fulfill all material obligations required pursuant the contract would not reasonably be expected to result in a Material Adverse Effect; (iii) Seller SELLER is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto, except for such breach, default or events that would not reasonably be expected to result in a Material Adverse Effect; and (iv) to the actual knowledge of Seller, there is no existing breach or default by any other party to any Contractcontract for goods or services or any lease with any officer, director, shareholder, employee or agent of SELLER or any Affiliate of any such person. (c) No purchase or sale commitments by SELLER are in excess of the normal, ordinary and usual requirements of the Business; SELLER has no event has occurred which with the passage outstanding power of time attorney to any person, firm or giving of notice corporation for any purpose whatsoever; SELLER is not restricted by law or both would constitute a default by such other party, result in a loss of rights or result agreement from carrying on its Business anywhere in the creation world; no officer, director, shareholder or Affiliate of SELLER has any lienfinancial interest, charge direct or encumbrance thereunder indirect, in SELLER's suppliers or pursuant theretocustomers; except as set forth on Schedule 6.12(c) hereto, except for such breach, default SELLER grants no ------------- discounts or events that would rebates to its customers. (d) SELLER has not reasonably be expected made any other contract or agreement or granted any option to sell or otherwise transfer all or a significant part of the capital stock or Assets of SELLER. (e) The Customer Deposits (as defined in Section 3.1(e)) are all amounts owed to customers of SELLER as a result in of amounts held by SELLER as a Material Adverse Effectcustomer deposit.

Contracts and Commitments. (a) Schedule 2.09 attached hereto contains (Material Contracts): All Material Contracts to which White Energy is a trueparty and relating to the Acquisition have been fully disclosed to the Purchaser prior to the Execution Date and listed on White Energy’s Disclosure Schedule. (b) (Executed Material Contracts): Each and every Material Contract and other instrument or other commitment relating to the Acquisition to which White Energy is a party and which is executed, complete delivered and correct list assigned to White Energy on the Second Court Date, represents and will represent a valid and binding obligation of all of the following contractsparties thereto in accordance with their respective terms. (c) (Unexecuted Material Contracts): Having regard to commercial circumstances, agreementsWhite Energy shall use its best efforts to cause to be duly executed and delivered on or before the Second Court Date, arrangements such Material Contracts submitted in draft form and which are not duly executed as at the Execution Date as it, in its reasonable opinion, considers necessary for White Energy to carry on the Business. (d) (No Defaults): White Energy has not committed any default or other understandingsevent of default under any Material Contract and no event has occurred, whether written or oral (collectivelywhich, with the passage of time, the “Contracts”) which relate giving of notice, or both, would constitute a default or event of default under any such Material Contract and such event having not been rectified after appropriate notice of the event has been provided to the Assets being soldrelevant party under the relevant contract or the event is not capable of rectification. To the knowledge of White Energy no other party to any Material Contract has committed any default or event of default under any such Material Contracts and such event having not been rectified after appropriate notice of the event has been provided to the relevant party under the relevant contract or the event is not capable of rectification (e) (No contracts outside ordinary course of business): White Energy is not a party to any contract or commitment relating to the Acquisition which has been entered into and which is in existence that: (i) all Contracts, agreements, commitments, purchase orders or other understandings or arrangements to which Seller or any is outside the ordinary course of its property is bound which (A) involve payments or receipts by Seller of more than $5,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) under which the consequences of a default or termination would reasonably be expected to have a material adverse effectBusiness; (ii) all material agency, distributor, sales representative, franchise or similar agreements to which Seller is a party or by which Seller or any even if entered into in the ordinary course of its property Business, involves or is boundlikely to involve obligations or liabilities which by reason of their magnitude or nature ought reasonably to be made known to an intending purchaser of the White Energy Shares; (iii) all Contracts imposing a non-competition is not at arm’s length or non-solicitation obligation not on Sellernormal commercial terms; andor (iv) any other material agreements is long term, substantial or contracts entered into by Seller, excluding all non-disclosure agreements between a Seller and third partiesonerous. (bf) Except (No guarantees given): Other than as set forth on Schedule 2.09: (i) each Contract disclosed to the Purchaser and other than guarantees provided in the ordinary course of its business, White Energy has not guaranteed or indemnified and is a valid and binding agreement not directly or indirectly obliged in any way to guarantee, assume or provide funds to satisfy any obligation of Seller, enforceable against Seller in accordance with its termsany Person, and Seller does has not have given a letter of comfort to any actual knowledge that any Contract is not a valid and binding agreement of the other parties thereto, except where the failure to be a valid and binding Agreement would not reasonably be expected to result in a Material Adverse EffectPerson. (iig) Seller has fulfilled all material obligations required pursuant (Material Contracts sufficient): The Material Contracts that are duly executed, delivered and assigned to White Energy on the Contracts Second Court Date are sufficient to have been performed by Seller, on its part prior to conduct the date hereof, Business of White Energy as currently conducted and Seller has no reason to believe that Seller will not be able to fulfill, when due, all of its obligations under the Contracts which remain as expected to be performed after conducted as at the date hereof, except where the failure to fulfill all material obligations required pursuant the contract would not reasonably be expected to result in a Material Adverse Effect; (iii) Seller is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto, except for such breach, default or events that would not reasonably be expected to result in a Material Adverse Effect; and (iv) to the actual knowledge of Seller, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto, except for such breach, default or events that would not reasonably be expected to result in a Material Adverse EffectSecond Court Date.

Contracts and Commitments. (a) Schedule 2.09 attached 3.6 annexed hereto contains a true, complete and correct list and description of the following contracts, contracts and agreements, arrangements or other understandings, whether written or oral (collectively, the “"Contracts”) which relate to the Assets being sold:"): (i) Delete (ii) all Contractspledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements relating to any of the Assets to which Seller is a party or by which Seller or any of its property is bound. (iii) all contracts, agreements, commitments, purchase orders or other understandings or arrangements to which Seller is a party or by which Seller or any of its property is bound which (A) involve payments or receipts by Seller of more than $5,000 5,000.00 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) under which may materially adversely affect the consequences condition (financial or otherwise) or the properties, assets, business or prospects of a default or termination would reasonably be expected to have a material adverse effectSeller; (iiiv) Delete (v) all material agency, distributor, sales representative, franchise or representative and similar agreements agreement to which Seller is a party or by which Seller or any of its property is boundparty; (iiivi) Delete (vii) all Contracts imposing a non-competition leases, whether operating, capital or non-solicitation obligation on Seller; andotherwise, under which Seller is lessor or lessee; (ivviii) any other material agreements agreement or contracts contract entered into by Seller, excluding all non-disclosure agreements between a Seller and third partiesincluding without limitation, the purchase orders which have been committed to or accepted by Seller. (b) Except as set forth on Schedule 2.093.6 (b) annexed hereto: (i) each Contract is a valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, and Seller does not have any actual knowledge that any Contract is not a valid and binding agreement of the other parties thereto, except where the failure to be a valid and binding Agreement would not reasonably be expected to result in a Material Adverse Effect.; (ii) Seller has fulfilled all material obligations required pursuant to the Contracts to have been performed by Seller, on its part prior to the date hereof, and Seller has no reason to believe that Seller will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof, except where the failure to fulfill all material obligations required pursuant the contract would not reasonably be expected to result in a Material Adverse Effect;Delete (iii) Seller is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto, except for such breach, default or events that would not reasonably be expected to result in a Material Adverse Effect; and; (iv) to the actual best knowledge of Seller, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto; (v) Seller is not restricted by any Contract except by government regulation as part of military specifications under which certain products are manufactured from carrying on its business anywhere in the world; and (vi) Delete (c) Delete (d) True, except for such breach, default or events that would not reasonably be expected correct and complete copies of all Contracts have previously been delivered by Seller to result in a Material Adverse EffectPurchaser.

Contracts and Commitments. (a) Schedule 2.09 attached hereto contains a true, complete and correct list The Company’s Material Contracts are set forth in Section 3.13(a) of the following contracts, agreements, arrangements or other understandings, whether written or oral (collectively, the “Contracts”) which relate to the Assets being sold: (i) all Contracts, agreements, commitments, purchase orders or other understandings or arrangements to which Seller or any of its property is bound which (A) involve payments or receipts by Seller of more than $5,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) under which the consequences of a default or termination would reasonably be expected to have a material adverse effect; (ii) all material agency, distributor, sales representative, franchise or similar agreements to which Seller is a party or by which Seller or any of its property is bound; (iii) all Contracts imposing a non-competition or non-solicitation obligation on Seller; and (iv) any other material agreements or contracts entered into by Seller, excluding all non-disclosure agreements between a Seller and third parties. (b) Company Disclosure Letter. Except as set forth on Schedule 2.09: (idisclosed in Section 3.13(a) each Contract is a valid of the Company Disclosure Letter, all of the Material Contracts are valid, binding and binding agreement of Seller, enforceable against Seller in accordance with its termstheir respective terms and in full force and effect, without amendment. Except as disclosed in Section 3.13(a) of the Company Disclosure Letter, no Material Contract requires the consent by the other parties thereto in order to consummate the transactions contemplated by this Agreement. Immediately after giving effect to the Arrangement, the Company Entities will be permitted to exercise all of such Company Entities’ rights under the Material Contracts to the same extent the Company Entities would have been able to had the transactions contemplated by this Agreement not occurred and without the payment of any additional amounts or consideration other than ongoing payments which the Company Entities would otherwise be required to pay. The Company Entity party thereto has performed in all material respects all obligations required to be performed by it and is not in default under or in breach of nor in receipt of any claim of default or breach under any Material Contract, and Seller such Company Entity does not have any actual knowledge that any Contract is present expectation or intention of not a valid and binding agreement of the other parties theretofully performing all such obligations, except where the failure to be a valid and binding Agreement any such default or non-performance would not reasonably be expected to result in constitute a Company Material Adverse Effect. (ii) Seller has fulfilled all material obligations required pursuant to the Contracts to have been performed by Seller, on its part prior to the date hereof, and Seller has no reason to believe that Seller will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof, except where the failure to fulfill all material obligations required pursuant the contract would not reasonably be expected to result in a Material Adverse Effect; (iii) Seller is not in breach of or default under any Contract, and no . No event has occurred which with the passage of time or the giving of notice or both would constitute such result in a default, result in a loss breach or event of rights or result in noncompliance by the creation of Company Entity party thereto under any lien, charge or encumbrance, thereunder or pursuant theretoMaterial Contract, except for where such breach, default or events that event would not reasonably be expected to result in constitute a Company Material Adverse Effect; and. The Company has no knowledge of any material breach or anticipated material breach by the other parties to any Material Contract. True, correct and complete copies of each written Material Contract and an accurate description of each oral Material Contract, together with all amendments, waivers or other changes thereto, have been made available to counsel to Purchaser. (b) Except as set forth in the Company Financial Statements or in Section 3.13(b) of the Company Disclosure Letter, no Company Entity has, since June 30, 2009, (i) declared or paid any dividends or authorized or made any distribution upon or with respect to any class or series of its capital shares or corporate interests, (ii) incurred any indebtedness for money borrowed or any other liabilities, (iii) made any loans or advances to any Person, other than ordinary course advances for business expenses, or (iv) sold, exchanged or otherwise disposed of any of its Company Assets or rights, other than the sale of its inventory in the ordinary course of business. (c) Except as set forth in Section 3.13(c) of the Company Disclosure Letter, the Company has no outstanding loans. The repayment schedule for each loan set forth in Section 3.13(c) of the Company Disclosure Letter has been agreed to, and such agreement has been set forth in a writing executed, by the Company and the relevant lienor (such agreement, the “Loan Repayment Agreement”). A true, correct and complete copy of the Loan Repayment Agreement (which constitutes a Material Contract) has been provided to the actual knowledge of Seller, there is no existing breach counsel to Purchaser. The Loan Repayment Agreement has not been amended or default by any other party to any Contractchanged, and no event provision therein has occurred which with the passage of time or giving of notice or both would constitute a default by such other partybeen waived, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto, except for such breach, default or events that would not reasonably be expected to result in a Material Adverse Effectsince its execution.

Contracts and Commitments. (a) Schedule 2.09 2.14 attached hereto contains a true, complete and correct list of the following contracts, arrangements, commitments and agreements, arrangements or other understandings, whether written or oral (collectively, the “Contracts”) (other than a Contract which relate to is an Excluded Asset), (x) by which any of the Assets being soldare bound or affected, (y) to which Seller is a party or by which it is bound solely in connection with the Business or any of the Assets and (z) to which BSA or BSG is a party or by which any of their assets or properties are bound or affected: (i) all Contracts, loan agreements, commitmentsindentures, purchase orders or other understandings or arrangements to mortgages and guaranties; (ii) all Contracts which Seller or any of its property is bound which (A) involve payments or receipts by Seller of more than $5,000 in the case of any single contract, agreement, commitment, understanding or arrangement 20,000 under which full performance (including payment) has not been rendered by all parties thereto or (B) under which the consequences of a default or termination would reasonably be expected to have a material adverse effect; (ii) all material agency, distributor, sales representative, franchise or similar agreements to which Seller is a party or by which Seller or any of its property is boundthereto; (iii) all Contracts imposing a non-competition or non-solicitation obligation on Seller; andagency, distributor, sales representative and similar agreements; (iv) all Contracts with any stockholder, director, officer or Affiliate of the Seller, BSA or BSG; (v) all leases, whether operating, capital or otherwise, which involve payments of more than $20,000 per year; (vi) any license to or for any Intangible Property (other than customary end user license agreements to readily available software); (vii) Contracts containing any covenant not to compete obligating Seller, BSA or BSG with respect to the Business; or (viii) any other material agreements or contracts entered into by Seller, excluding all non-disclosure agreements between a Seller and third partiesContract not included in subparagraphs (i) – (vii) above. (b) Except as set forth on Schedule 2.092.14 attached hereto: (i) each Contract is in full force and effect and is a valid and binding agreement of the Seller, BSA or BSG, as the case may be, enforceable against Seller the Seller, BSA or BSG, as the case may be, in accordance with its terms, terms and the Seller does not have any actual knowledge that any Contract is not a valid and binding agreement of the other parties thereto, except where the failure to be a valid and binding Agreement would not reasonably be expected to result in a Material Adverse Effect.; (ii) Seller has fulfilled all material obligations required pursuant to none of the Contracts to have been performed by Seller, on its part prior to the date hereof, and Seller has no reason to believe that Seller will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof, except where the failure to fulfill all material obligations required pursuant the contract would not reasonably be expected to result in a Material Adverse Effect; (iii) Seller BSA or BSG is not in breach of or default under any Contract, Contract and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto, except for such breach, default or events that would not reasonably be expected to result in a Material Adverse Effect; and (iv) to the actual knowledge of Seller, there is no existing breach or default by any other party to any Contract, and Seller no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other partydefault, result in a loss of rights or an acceleration of an obligation or result in the creation of any lien, charge or encumbrance Encumbrance thereunder or pursuant thereto; and (iii) to the knowledge of the Seller, except for such breachthere is no existing breach or default by any other party to any Contract, default no event has occurred which with the passage of time or events that giving of notice or both would not reasonably be expected to constitute a default, result in a Material Adverse Effectloss of rights or an acceleration of an obligation or result in the creation of any Encumbrance thereunder or pursuant thereto; and (c) Except as set forth on Schedule 2.3 or Schedule 2.14, the continuation, validity, enforceability and effectiveness of each Contract will not be affected by the consummation of the transactions contemplated by this Agreement. (d) True, correct and complete copies of all written Contracts and true, correct and complete summaries of all oral Contracts have previously been made available by the Seller to the Buyer. (e) No party to any Contract has repudiated any provision thereof and communicated such repudiation to the Seller, and there are no negotiations pending or in progress to revise any material terms of any Contract. (f) Except for Contracts set forth on Schedule 2.14, (i) no Contracts which are purchase contracts continue for a period of more than 12 months or are for quantities or amounts in excess of the normal, ordinary, usual and current requirements of the Business and (ii) no Contracts obligate the Seller, BSA or BSG to sell products or to render services pursuant to terms and conditions the Seller, BSA or BSG cannot reasonably expect to satisfy or fulfill in their entirety.

Contracts and Commitments. (a) Except as filed as an exhibit to Buyer's SEC Reports, and except as contemplated by this Agreement, neither Buyer, nor the Buyer Subsidiaries, nor the entities listed on Schedule 2.09 attached hereto contains 3.1(b) is a trueparty to or bound by any oral or written contract, complete and correct list obligation or commitment that is required to be filed as an exhibit to a periodic report under the Exchange Act (or will be required to be filed with the Buyer's next quarterly report on Form 10-Q), as provided by Rule 601 of Regulation S-K promulgated under the Exchange Act. Each contract, agreement or commitment filed as an exhibit to the Buyer's SEC Reports or required to be filed, as described in this Section 4.12 is referred to herein as a "BUYER CONTRACT." (b) Neither Buyer nor any of the following contractsBuyer Subsidiaries, agreements, arrangements or other understandings, whether written or oral (collectively, the “Contracts”) which relate nor to the Assets being sold: knowledge of Buyer any other party to a Buyer Contract, has breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under (i) all Contractsnor does there exist any condition under which, agreementswith the passage of time or the giving of notice, commitmentsor both, purchase orders or other understandings or arrangements to which Seller or any of its property is bound which (A) involve payments or receipts by Seller of more than $5,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) under which the consequences of a default or termination would could reasonably be expected to have cause such a material adverse effect; (ii) all material agencybreach, distributor, sales representative, franchise violation or similar agreements to which Seller is a party or by which Seller or any of its property is bound; (iii) all Contracts imposing a non-competition or non-solicitation obligation on Seller; and (ivdefault under) any Buyer Contract, other material agreements than any breaches, violations or contracts entered into by Sellerdefaults which have not had, excluding all non-disclosure agreements between or could not reasonably be expected to have, individually or in the aggregate, a Seller and third partiesBuyer Material Adverse Effect. (bc) Except as set forth on Schedule 2.09: (i) each Each Buyer Contract is a valid valid, binding and binding agreement enforceable obligation of SellerBuyer and to the knowledge of Buyer, enforceable against Seller of the other party or parties thereto, in accordance with its terms, and Seller does not have any actual knowledge that any Contract is not a valid in full force and binding agreement of the other parties theretoeffect, except where the failure to be a valid valid, binding, enforceable and binding Agreement would in full force and effect has not had, or could not reasonably be expected to result in have, a Buyer Material Adverse EffectEffect and to the extent enforcement may be limited by applicable bankruptcy, insolvency, moratorium or other laws affecting the enforcement of creditors' rights governing or by general principles of equity. (iid) Seller An accurate and complete copy of each Buyer Contract has fulfilled all material obligations required pursuant to the Contracts to have been performed by Seller, on its part prior to the date hereof, and Seller has no reason to believe that Seller will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof, except where the failure to fulfill all material obligations required pursuant the contract would not reasonably be expected to result in a Material Adverse Effect; made available (iii) Seller is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto, except for such breach, default or events that would not reasonably be expected to result in a Material Adverse Effect; and (ivincluding via ▇▇▇▇▇) to the actual knowledge of Seller, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto, except for such breach, default or events that would not reasonably be expected to result in a Material Adverse EffectBuyer.

Contracts and Commitments. (a) Schedule 2.09 attached hereto contains Except as set forth on SCHEDULE 3.1(m), neither Seller nor Seller Stockholder is a true, complete and correct list of the following contracts, agreements, arrangements or other understandings, whether party to any written or oral (collectively, the “Contracts”) which relate to the Assets being soldoral: (i) all Contracts, agreements, commitments, purchase orders or other understandings or arrangements to lease under which Seller or Seller Stockholder is either lessor or lessee relating to the Assets or any of its property is bound which (A) involve payments or receipts by Seller of more than $5,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) under at which the consequences of a default or termination would reasonably be expected Assets are located other than those set forth on the Schedules to have a material adverse effectthis Agreement; (ii) all material agency, distributor, sales representative, franchise Contract or similar agreements agreement for any capital expenditure or leasehold improvement in excess of $50,000 relating to which Seller is a party the Assets or by which Seller or any of its property is bound;Business; or (iii) all Contracts imposing a non-competition Contract or non-solicitation obligation on Seller; and (iv) any other material agreements agreement limiting or contracts entered into by restraining Seller, excluding all non-disclosure its successor or assigns from engaging or competing in any manner in the Business, nor, to Seller's or Seller Stockholder's knowledge, is any employee of Seller engaged in the conduct of the Business subject to any such Contract. Each of the Contracts and agreements between a Seller listed in SCHEDULE 3.1(m), and third parties. (b) Except as set forth on Schedule 2.09: (i) each Contract other Assigned Contract, including but not limited to Vehicle Operating Leases and Equipment Leases under which Purchaser is a to acquire rights or obligations hereunder, is valid and binding agreement of Seller, enforceable against Seller in accordance with its terms; Seller is, and to Seller's and Seller does not have any actual Stockholder's knowledge that any Contract is not a valid and binding agreement of the all other parties theretothereto are, except where in compliance with the failure to be a valid and binding Agreement would not reasonably be expected to result in a Material Adverse Effect. (ii) provisions thereof; Seller has fulfilled all material obligations required pursuant to the Contracts to have been performed by Seller, on its part prior to the date hereofis not, and to Seller's and Seller has Stockholder's knowledge no reason other party thereto is, in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein; and to believe that Seller's and Seller will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof, except where the failure to fulfill all material obligations required pursuant the contract would not reasonably be expected to result in a Material Adverse Effect; (iii) Seller is not in breach of or default under any Contract, and Stockholder's knowledge no event has occurred which with or without the passage of time or giving of notice or both would constitute such a defaultlapse of time, result in a loss of rights or result in the creation of any lienboth, charge or encumbrance, thereunder or pursuant thereto, except for such breach, default or events that would not reasonably be expected to result in a Material Adverse Effect; and (iv) to the actual knowledge of Seller, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by thereunder. Furthermore, no such other partyContract or agreement, result in a loss of rights or result in the creation reasonable opinion of Seller and Seller Stockholder, contains any lienrequirement with which there is a reasonable likelihood Seller or, charge or encumbrance thereunder or pursuant theretoto Seller's and Seller Stockholder's knowledge, except for such breach, default or events that would not reasonably any other party thereto will be expected unable to result in a Material Adverse Effectcomply.

Contracts and Commitments. (a) Schedule 2.09 attached hereto contains Except as disclosed in the Rent-Way SEC Reports or in the Rent-Way Disclosure Letter, neither Rent-Way nor any Rent-Way Subsidiary is a true, complete and correct list party to or is bound by any of the following contracts, agreements, arrangements or other understandings, whether written or oral (collectively, the “Contracts”) which relate to the Assets being sold: following: (i) all Contractsany "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any non-competition agreement or any other agreement or obligation which purports to limit in any material respect the manner in which, agreementsor the localities in which, commitmentsthe business of Rent-Way and the Rent-Way Subsidiaries (including, purchase orders for purposes of this Section 4.9, HCI and the HCI Subsidiaries (as hereinafter defined), assuming the Merger has been consummated) is or would be conducted; or (iii) any contract or other understandings agreement which would prohibit or arrangements to which Seller materially delay the consummation of the Merger or any of its property is bound which the other transactions contemplated hereby (A) involve payments or receipts by Seller all such contracts of more than $5,000 the type described in the case of any single contractclauses (i), agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) under which the consequences of a default or termination would reasonably be expected to have a material adverse effect; (ii) all material agency, distributor, sales representative, franchise or similar agreements to which Seller is a party or by which Seller or any of its property is bound; and (iii) all Contracts imposing a nonof this Section 4.9 being referred to herein as "Rent-competition or nonWay Material Contracts"). Each Rent-solicitation obligation on Seller; and (iv) any other material agreements or contracts entered into by Seller, excluding all non-disclosure agreements between a Seller and third parties. (b) Except as set forth on Schedule 2.09: (i) each Way Material Contract is a valid and binding agreement of Selleron Rent-Way or, enforceable against Seller in accordance with its termsto the extent that a Rent-Way Subsidiary is a party, such Rent-Way Subsidiary, and Seller does not have any actual knowledge that any Contract is not a valid in full force and binding agreement of the other parties theretoeffect, and Rent-Way and each Rent-Way Subsidiary has in all material respects performed all obligations to be performed by them to date under each Rent-Way Material Contract, except where such nonperformance, individually or in the failure to be a valid and binding Agreement aggregate, would not reasonably be expected to result in have a Rent-Way Material Adverse Effect. (ii) Seller . Neither Rent-Way nor any Rent-Way Subsidiary knows of, or has fulfilled all material obligations required pursuant to the Contracts to have been performed by Sellerreceived notice of, on its part prior to the date hereof, and Seller has no reason to believe that Seller will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof, except where the failure to fulfill all material obligations required pursuant the contract would not reasonably be expected to result in a Material Adverse Effect; (iii) Seller is not in breach of any violation or default under (nor, to the knowledge of Rent-Way, does there exist any Contract, and no event has occurred condition which with the passage of time or the giving of notice or both would constitute result in such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto, except for such breach, default or events that would not reasonably be expected to result in a Material Adverse Effect; and (iv) to the actual knowledge of Seller, there is no existing breach violation or default by under) any other party to any Rent-Way Material Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto, except for such breach, default or events that would not reasonably be expected to result in a Material Adverse Effect.

Contracts and Commitments. (a) Schedule 2.09 attached hereto contains (Purchaser Contracts): All material contracts to which the Purchaser is a trueparty have been fully disclosed to the Vendor prior to the Execution Date and are set forth on the Purchaser Disclosure Schedule. (b) (Contracts binding): Every contract, complete and correct list of the following contracts, agreements, arrangements instrument or other understandingscommitment to which the Purchaser is a party is valid and binding according to its terms and, whether written without prejudice to any other warranty, no party to any such commitment is in material default under the terms of that commitment. (c) (No contracts outside ordinary course of business): The Purchaser is not party to any contract or oral (collectively, the “Contracts”) commitment entered into which relate to the Assets being soldis in existence and: (i) all Contracts, agreements, commitments, purchase orders or other understandings or arrangements to which Seller or any is outside the ordinary course of its property is bound which (A) involve payments or receipts by Seller of more than $5,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) under which the consequences of a default or termination would reasonably be expected to have a material adverse effectBusiness; (ii) all material agency, distributor, sales representative, franchise or similar agreements to which Seller is a party or by which Seller or any even if entered into in the ordinary course of its property Business, involves or is boundlikely to involve obligations or liabilities which by reason of their magnitude or nature ought reasonably to be made known to an intending purchaser of the Consideration Shares; (iii) all Contracts imposing a non-competition is not at arm’s length or non-solicitation obligation not on Sellernormal commercial terms; andor (iv) any other material agreements is long term, substantial or contracts entered into by Seller, excluding all non-disclosure agreements between a Seller and third partiesonerous. (bd) (No sums owing): Except as set forth on Schedule 2.09:the Purchaser Disclosure Schedule, no sums are now owing or will at Settlement be owing by the Purchaser to any shareholders of the Purchaser or to any other Person. (e) (No guarantees given): The Purchaser has not guaranteed or indemnified and is not directly or indirectly obliged in any way to guarantee, assume or provide funds to satisfy any obligation of any Person, and has not given a letter of comfort to any Person. (f) (Liabilities): Except (i) each Contract is a valid as set forth on Schedule A to this Exhibit 2, (ii) as and binding agreement to the extent reflected or reserved against on the Purchaser’s Balance Sheet, (iii) those liabilities, debts or contingencies incurred since the Balance Sheet Date in the ordinary course of Sellerbusiness and consistent with past practice which are in the aggregate not material and (iv) for liabilities and debts permitted to be incurred by Purchaser pursuant to the terms of this Agreement, enforceable against Seller in accordance with its terms, and Seller the Purchaser does not have any actual knowledge that liabilities, debts or cash contingencies, pledges in any Contract is not a valid and binding agreement of the other parties theretoform, except where the failure to be a valid and binding Agreement would not reasonably be expected to result in a Material Adverse Effectobligations, undertakings or arrangements, whether known or unknown, absolute, accrued, contingent or otherwise. (ii) Seller has fulfilled all material obligations required pursuant to the Contracts to have been performed by Seller, on its part prior to the date hereof, and Seller has no reason to believe that Seller will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof, except where the failure to fulfill all material obligations required pursuant the contract would not reasonably be expected to result in a Material Adverse Effect; (iii) Seller is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto, except for such breach, default or events that would not reasonably be expected to result in a Material Adverse Effect; and (iv) to the actual knowledge of Seller, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto, except for such breach, default or events that would not reasonably be expected to result in a Material Adverse Effect.

Contracts and Commitments. (a) To the extent not listed on Schedule 2.09 attached 2.1B or Schedule 2.1D, Schedule 2.1E hereto contains a true, complete and correct list lists all Material Contracts related to the operation of the following contracts, agreements, arrangements or other understandings, whether written or oral (collectively, the “Contracts”) which relate to the Assets being sold: (i) all Contracts, agreements, commitments, purchase orders or other understandings or arrangements to which Seller or any of its property is bound which (A) involve payments or receipts by Seller of more than $5,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) under which the consequences of a default or termination would reasonably be expected to have a material adverse effect; (ii) all material agency, distributor, sales representative, franchise or similar agreements Business to which Seller is a party or by which Seller it or any of its property assets or properties are bound (true and correct copies of each of which have been previously delivered to Buyer). Each Material Contract (whether disclosed on Schedule 2.1B, Schedule 2.1D, Schedule 2.1E or otherwise) is bound; (iii) all Contracts imposing a non-competition or non-solicitation obligation on Seller; and (iv) any other material agreements or contracts entered into by Seller, excluding all non-disclosure agreements in full force and effect and embodies the complete understanding between a Seller and third parties. (b) the parties thereto with respect to the subject matter thereof. Except as expressly set forth on Schedule 2.09: 2.1E, (i) there exists no material default or claim hereof by any party to any Material Contract, (ii) there are no facts or conditions which, if continued or noticed, would result in a default under any Material Contract, (iii) Seller has not received any notice that any person intends to cancel, modify or terminate any Material Contract, or to exercise or not to exercise any options thereunder, (iv) Seller has not given any notice of cancellation, modification or termination of any Material Contract or of exercise or non-exercise of any options thereunder, (v) each Material Contract is a valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to or affecting creditors’ rights generally and Seller does not have any actual knowledge that any Contract to general equity principles (whether such enforceability is not considered in a valid proceeding at law or in equity), and binding agreement (vi) no consent or approval of the other parties theretoto any Material Contract or any person pursuant to any Material Contract is required for the consummation of the transactions contemplated herein except as set forth on said Schedule, except where the failure to be a valid all of which have been obtained and binding Agreement would not reasonably be expected to result are in a Material Adverse Effectfull force and effect. (iib) No purchase or sale commitments by Seller has fulfilled all material obligations required pursuant to are in excess of the Contracts to have been performed by Sellernormal, on its part prior to ordinary and usual requirements of the date hereof, and Business; Seller has no reason outstanding power of attorney to believe that Seller will not be able to fulfillany person, when due, all of its obligations under the Contracts which remain to be performed after the date hereof, except where the failure to fulfill all material obligations required pursuant the contract would not reasonably be expected to result in a Material Adverse Effect; (iii) firm or corporation for any purpose whatsoever; and Seller is not in breach of or default under any Contract, and no event has occurred which with restricted by agreement from carrying on the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result Business in the creation states of any lien, charge or encumbrance, thereunder or pursuant thereto, except for such breach, default or events that would not reasonably be expected to result in a Material Adverse Effect; andVirginia and West Virginia. (ivc) With the exception of this Agreement, Seller has not made any contract or agreement or granted any option to sell or otherwise transfer all or a significant part of the actual knowledge capital stock or Assets of Seller, there is no existing breach or default . (d) The Customer Deposits (as defined in Section 3.1(x)) are all amounts owed to customers of Seller as a result of amounts held by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute Seller as a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto, except for such breach, default or events that would not reasonably be expected to result in a Material Adverse Effectcustomer deposit.

Contracts and Commitments. (a) Except as set forth in Cadence Reports, Regulatory Reports made available to CBC or Disclosure Schedule 2.09 attached hereto contains 2.14, neither Cadence nor any of its Subsidiaries is a trueparty to or is bound by any contract, complete and correct list of the following contractsarrangement, agreements, arrangements commitment or other understandings, understanding (whether written or oral (collectively, the “Contracts”) which relate to the Assets being sold:oral): (i) all Contracts, agreements, commitments, purchase orders that is a “material contract” (as defined in Item 601(b)(10) of Regulation S-K of the SEC or other understandings required to be disclosed by Cadence on a Current Report on Form 8-K) to be performed in whole or arrangements to which Seller or any in part after the date of its property is bound which (A) involve payments or receipts by Seller of more than $5,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) this Agreement that has not been rendered filed or incorporated by all parties thereto reference in the Cadence Reports filed prior to the date hereof; (ii) the termination or (B) under breach of which the consequences of a default or termination would reasonably be expected to have a material adverse effect; (ii) all material agency, distributor, sales representative, franchise or similar agreements to which Seller is a party or by which Seller or any Material Adverse Effect on the Condition of its property is boundCadence; (iii) all Contracts imposing that contains a non-competition compete or client or customer non-solicitation obligation on Seller; andsolicit requirement or any other provision that materially restricts the conduct of, or the manner of conducting, any line of business of Cadence or any of its affiliates; (iv) that obligates Cadence or any other material agreements of its affiliates to conduct business with any third party on an exclusive or contracts entered into by Seller, excluding all non-disclosure agreements between a Seller and third parties.preferential basis, (bv) Except as that requires referrals of business or requires Cadence or any of its affiliates to make available investment opportunities to any person on a priority or exclusive basis; or (vi) which is not of the type described in clauses (i) through (v) above and which involved payments by, or to, Cadence or any of its Subsidiaries in fiscal year ended December 31, 2009, or which could reasonably be expected to involve such payments during fiscal year ending December 31, 2010, of more than $250,000 (other than pursuant to loans originated or purchased by Cadence and its Subsidiaries in the ordinary course of business consistent with past practice). Each contract, arrangement, commitment or understanding of the type described in this Section 2.14(a), whether or not publicly disclosed in Cadence Reports or set forth on Disclosure Schedule 2.09:2.14, is referred to herein as a “Cadence Contract.” (i) each Each Cadence Contract is a valid and binding agreement on Cadence or its applicable Subsidiary and in full force and effect, and, to the Knowledge of SellerCadence, enforceable against Seller in accordance with its terms, and Seller does not have any actual knowledge that any Contract is not a valid and binding agreement on the other parties thereto, (ii) Cadence and each of its Subsidiaries and, to the Knowledge of Cadence, each of the other parties thereto, except where the failure has performed all obligations required to be performed by it to date under each Cadence Contract and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute a valid and binding Agreement would not reasonably be expected breach or default on the part of Cadence or any of its Subsidiaries or, to result in a Material Adverse Effectthe Knowledge of Cadence, any other party thereto, under any such Cadence Contract. (iic) Seller has fulfilled all material obligations required pursuant to Disclosure Schedule 2.14(c) lists each employment, change in control, severance or similar contract with any present or former employee, director or consultant of Cadence (each, a "Compensation Agreement"), the Contracts to have been performed by Sellerpayments due under each Compensation Agreement and the date when such payments are due, on its part including any payments arising as a result of the Merger, and any payments arising from the termination of employment prior to or after the Effective Time (upon request from CBC, in the event it is unclear to CBC, Cadence will provide a good faith estimate of any amounts not subject to precise quantification as of the date hereofof this Agreement, and Seller has no reason to believe that Seller will not be able to fulfill, when due, all such as excise taxes or tax indemnification payments in respect of its obligations under the Contracts which remain to be performed after the date hereof, except where the failure to fulfill all material obligations required pursuant the contract would not reasonably be expected to result in a Material Adverse Effect; (iii) Seller is not in breach of income or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto, except for such breach, default or events that would not reasonably be expected to result in a Material Adverse Effect; and (iv) to the actual knowledge of Seller, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto, except for such breach, default or events that would not reasonably be expected to result in a Material Adverse Effectexcise taxes).

Contracts and Commitments. (ai) Schedule 2.09 attached hereto contains Globix has made available to NEON a true, complete and correct accurate list of all Contracts that are material to the following contractsbusiness, agreementsassets, arrangements liabilities, capitalization, condition (financial or other understandingsotherwise) or results of operations of Globix and its Subsidiaries, whether written or oral taken as a whole (collectively, the “Contracts”"GLOBIX MATERIAL CONTRACTS"). For purposes of this section, materiality is defined as any Contract that requires or is reasonably anticipated to involve aggregate payments to or from Globix or its Subsidiaries in excess of $500,000 in any one year. Globix has made available to NEON a complete and accurate copy (excluding individual orders related thereto) which relate to of each Globix Material Contract. As of the Assets being sold: (idate of this Agreement, except as set forth in Section 3.2(u)(i) all Contractsof the Globix Disclosure Schedule, agreementseach Globix Material Contract is in full force and effect. Except as set forth on Section 3.2(u)(i) of the Globix Disclosure Schedule, commitments, purchase orders or other understandings or arrangements to which Seller or neither Globix nor any of its property Subsidiaries is bound which in material default under (Ax) involve payments or receipts by Seller of more than $5,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) under which the consequences of a default or termination would reasonably be expected to have a material adverse effect; (ii) all material agency, distributor, sales representative, franchise or similar agreements Contract to which Seller it is a party or by which Seller it or any of its property properties or assets is bound; , which violations or defaults would, individually or in the aggregate, have, or are reasonably likely to have, a Globix Material Adverse Effect, or (iii) all Contracts imposing a non-competition or non-solicitation obligation on Seller; and (ivy) any other material agreements or contracts entered into by Seller, excluding all non-disclosure agreements between a Seller and third partiesGlobix Material Contract. (bii) Except as set forth on Schedule 2.09: (iSection 3.2(u)(ii) each Contract of the Globix Disclosure Schedule, there is no non-competition or other similar agreement, commitment, judgment, injunction or order, or any agreement materially restricting the right to sell services, to which Globix or any of its Subsidiaries is a valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, and Seller does not have any actual knowledge party or is subject that any Contract is not a valid and binding agreement of the other parties thereto, except where the failure to be a valid and binding Agreement would not has or could reasonably be expected to result have the effect of prohibiting or impairing in a Material Adverse Effect. (ii) Seller has fulfilled all any material obligations required pursuant to respect the Contracts to have been performed by Seller, on its part prior to conduct of the date hereof, and Seller has no reason to believe that Seller will not be able to fulfill, when due, all business of Globix or any of its obligations under the Contracts which remain Subsidiaries as currently conducted and as proposed to be performed after the date hereof, except where the failure to fulfill all material obligations required pursuant the contract would not reasonably be expected to result in a Material Adverse Effect;conducted. (iii) Seller Neither Globix nor any of its Subsidiaries is or has been suspended or debarred from bidding on contracts or subcontracts with any Governmental Entity; no such suspension or debarment has been initiated or, to the Knowledge of Globix, threatened; and the consummation of the transactions by Globix contemplated by this Agreement will not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights any such suspension or result debarment that, individually or in the creation of any lienaggregate, charge or encumbrance, thereunder or pursuant thereto, except for such breach, default or events that would not is reasonably be expected likely to result in have a Globix Material Adverse Effect; and (iv) to . To the actual knowledge Knowledge of SellerGlobix, there is no existing breach valid basis for (a) the suspension or default debarment of Globix or any of its Subsidiaries from bidding on contracts or subcontracts with any Governmental Entity or (b) any claim pursuant to an audit or investigation by any other party to any Contract, and no event has occurred which with of the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result entities named in the creation of any lienforegoing sentence that, charge individually or encumbrance thereunder or pursuant theretoin the aggregate, except for such breach, default or events that would not is reasonably be expected likely to result in have a Globix Material Adverse Effect. To the Knowledge of Globix, neither Globix nor any of its Subsidiaries has any Contracts which require it to obtain or maintain a security clearance with any Governmental Entity.

Contracts and Commitments. (a) Schedule 2.09 3.12 attached hereto contains a true, complete and correct list of the following contracts, agreements, arrangements or other understandings, whether written or oral (collectively, the “Contracts”) which relate to the Assets being sold: (i) all Contracts, agreements, commitments, purchase orders or other understandings or arrangements to which Seller the Transferor or any of its property is bound which (A) involve payments or receipts by Seller the Transferor of more than $5,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) under which the consequences of a default or termination would reasonably be expected to have a material adverse effectMaterial Adverse Effect; (ii) all material agency, distributor, sales representative, franchise or similar agreements to which Seller the Transferor is a party or by which Seller the Transferor or any of its property is bound; (iii) all Contracts imposing a non-competition or non-solicitation obligation on Sellerthe Transferor; and (iv) any other material agreements or contracts entered into by Sellerthe Transferor, excluding all non-disclosure agreements between a Seller Transferor and third partiesThird Parties. (b) Except as set forth on Schedule 2.093.12: (i) each Contract is a valid and binding agreement of Sellerthe Transferor, enforceable against Seller the Transferor in accordance with its terms, and Seller the Transferor does not have any actual knowledge that any Contract is not a valid and binding agreement of the other parties thereto, except where the failure to be a valid and binding Agreement would not reasonably be expected to result in a Material Adverse Effect. (ii) Seller the Transferor has fulfilled all material obligations required pursuant to the Contracts to have been performed by Sellerthe Transferor, on its part prior to the date hereof, and Seller the Transferor, has no reason to believe that Seller the Transferor will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof, except where the failure to fulfill all material obligations required pursuant the contract would not reasonably be expected to result in a Material Adverse Effect; (iii) Seller the Transferor is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto, except for such breach, default or events that would not reasonably be expected to result in a Material Adverse Effect; and (iv) to the actual knowledge of Sellerthe Transferor, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto, except for such breach, default or events that would not reasonably be expected to result in a Material Adverse Effect.

Contracts and Commitments. (a) Schedule 2.09 attached hereto contains a trueExcept as set forth in SCHEDULE 5.12 hereto, complete and correct list of the following contractsSCHEDULE 1.01(f) lists all Subsisting Contracts that are material to, agreements, arrangements or other understandings, whether written or oral (collectivelyarise solely out of, the “Contracts”) which relate to the Assets being sold: Business. Except as set forth in SCHEDULE 5.12 hereto, (i) all Contractssuch Subsisting Contracts constitute valid and binding agreements of the Seller and, agreementsto the knowledge of the Seller, commitmentseach other party thereto, purchase orders or other understandings or arrangements enforceable in accordance with their terms (subject to which Seller or any of its property is bound which (A) involve payments or receipts by Seller of more than $5,000 in the case of any single contractBankruptcy Exceptions), agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) under which the consequences of a default or termination would reasonably be expected to have a material adverse effect; (ii) all material agencywith respect to such Subsisting Contracts there are no existing defaults by the Seller or, distributorto the knowledge of the Seller, sales representativeby any other party thereto and there is no event which (whether with or without notice, franchise lapse of time or similar agreements the happening or occurrence of any other event) would constitute a default under such Subsisting Contracts by the Seller or, to which Seller is a the knowledge of the Seller, by any other party or by which Seller or any of its property is bound; thereto, (iii) all Contracts imposing a non-competition or non-solicitation obligation the Seller is not restricted by agreement from carrying on Seller; and in any geographical location the Business as conducted on the date hereof and to be conducted on the Closing Date and (iv) there are no negotiations pending or in progress to revise any other material agreements or contracts entered into by Seller, excluding all non-disclosure agreements between a Seller and third partiessuch Subsisting Contract. (b) Except as set forth for the commercial lease agreement executed by the landlord on Schedule 2.09: (i) each Contract is a valid December 8, 1996, by and binding agreement of between the Seller, as tenant, and Post Oak Service Center Joint Venture, as landlord, as amended by the addenda dated (or executed by landlord on) August 9, 1999 and April 24, 2000 (collectively, the "Real Property Lease"), a copy of which has been previously delivered to Purchaser, the Seller is not a party to any agreement relating to the Business with respect to any real property. The Real Property Lease is in full force and effect, has not been modified since April 24, 2000, and is binding and enforceable against Seller in accordance with its terms, subject only to the Bankruptcy Exceptions. With respect to the Real Property Lease, (i) all rental and other charges payable pursuant to the terms and conditions thereof have been paid and no rent has been paid in advance more than 30 days; (ii) there are no charges, offsets or defenses against the enforcement by any lessor thereunder of any agreement, covenant or condition on the part of the Seller to be performed or observed pursuant to the terms thereof; (iii) there are no actions or proceedings pending or, to the knowledge of the Seller, threatened by any landlord thereunder; and (iv) the lessor to the Real Property Lease holds a deposit in the amount of $7,115 as a security deposit for the Seller's account. There are no parties occupying or in possession of all or any portion of the Real Property other than the Seller, whether as lessees, tenants at will, trespassers or otherwise. To the Seller's knowledge, the continued maintenance, operation or use of the Real Property, any tract or portion thereof or any interest therein in the same manner as heretofore will not violate any zoning, building or other federal, provincial, state, or municipal law, ordinance, regulation or restriction and the current use of the Real Property and all parts thereof as aforesaid does not violate any restrictive covenants of record affecting the Real Property. To the Seller's knowledge, all licenses, permits and authorizations required by any governmental authority with respect to the Real Property have any actual knowledge that any Contract been obtained, have been validly issued and are in full force and effect. To the Seller's knowledge, no other party is not a valid in material default under the Real Property Lease. The Seller has the full legal power and binding agreement authority to assign its rights under the Real Property Lease to Purchaser subject to obtaining the applicable consent as provided in the Real Property Lease. The Real Property (including the improvements thereon) is available for immediate use in the conduct and operation of the other parties thereto, except where the failure to be a valid and binding Agreement would not reasonably be expected to result in a Material Adverse EffectBusiness. (c) Except with respect to Third Party Licenses relating to shrinkwrap general purpose software, (i) each Third Party License included within the Acquired Assets is a valid, legally binding agreement, enforceable against the Seller, and to the knowledge of the Seller, each other party thereto in accordance with its terms, subject to the Bankruptcy Exceptions, and (ii) Seller has fulfilled all material obligations required pursuant each Third Party License included within the Acquired Assets is in full force and effect and, with respect to the Contracts to have been performed by Seller, on its part prior to the date hereof, and Seller has no reason to believe that Seller will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof, except where the failure to fulfill all material obligations required pursuant the contract would not reasonably be expected to result in a Material Adverse Effect; (iii) Seller is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto, except for such breach, default or events that would not reasonably be expected to result in a Material Adverse Effect; and (iv) to the actual knowledge of Sellereach, there is no existing breach or default by the Seller or, to the knowledge of the Seller, any other party to any Contractthereto, and there is no event has occurred which which, whether with or without notice, lapse of time, or the passage occurrence of time or giving of notice or both any other event would constitute a default by such the Seller or, to the knowledge of the Seller, any other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant party thereto, except for such breach, default or events that would not reasonably be expected to result in a Material Adverse Effect.

Contracts and Commitments. (a) Schedule 2.09 attached hereto contains Except for this Agreement, neither WCA Parent nor any of its Subsidiaries is a trueparty to or bound by any contract, complete and correct list of the following contractsarrangement, agreements, arrangements commitment or other understandings, understanding (whether written or oral (collectively, the “Contracts”oral) which relate to the Assets being sold: (i) all Contracts, agreements, commitments, purchase orders is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the Original Agreement Date that has not been filed or other understandings incorporated by reference in the SEC Reports or arrangements to (ii) which Seller materially restricts the conduct of any line of business by WCA Parent or any of its property is bound which (A) involve payments or receipts by Seller of more than $5,000 in the case of any single Subsidiaries. Each contract, agreementarrangement, commitment, commitment or understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) under which of the consequences of type described in this Section 4.9 is referred to herein as a default or termination would reasonably be expected to have a material adverse effect; (ii) all material agency, distributor, sales representative, franchise or similar agreements to which Seller is a party or by which Seller or any of its property is bound; (iii) all Contracts imposing a non-competition or non-solicitation obligation on Seller; and (iv) any other material agreements or contracts entered into by Seller, excluding all non-disclosure agreements between a Seller and third parties“WCA Contract.” (b) Except as set forth on Schedule 2.09: (i) each Each WCA Contract is a valid and binding agreement obligation of SellerWCA Parent or such of its Subsidiaries that is a party thereto and, enforceable against Seller to the Knowledge of the WCA Parties, of each other party thereto, is in accordance with its termsfull force and effect, except where such failure to be in full force and Seller does effect would not have any actual knowledge that any or be reasonably likely to have a Material Adverse Effect on WCA Parent or such of its applicable Subsidiaries. WCA Parent and each of its Subsidiaries have performed all obligations required to be performed by them to date under each WCA Contract to which WCA Parent or such of its Subsidiaries is not a valid and binding agreement of the other parties party thereto, except where such nonperformance, individually or in the failure to be a valid and binding Agreement aggregate, would not have or be reasonably likely to have a Material Adverse Effect. No event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of WCA Parent or any of its Subsidiaries to any such WCA Contract, except where such default, individually or in the aggregate, would not have or be expected reasonably likely to result have a Material Adverse Effect. To the Knowledge of the WCA Parties, no other party to any WCA Contract is in default under the terms of any WCA Contract, except where such default, individually or in the aggregate, would not have or be reasonably likely to have a Material Adverse Effect. (ii) Seller has fulfilled all material obligations required pursuant to the Contracts to have been performed by Seller, on its part prior to the date hereof, and Seller has no reason to believe that Seller will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof, except where the failure to fulfill all material obligations required pursuant the contract would not reasonably be expected to result in a Material Adverse Effect; (iii) Seller is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto, except for such breach, default or events that would not reasonably be expected to result in a Material Adverse Effect; and (iv) to the actual knowledge of Seller, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto, except for such breach, default or events that would not reasonably be expected to result in a Material Adverse Effect.

Contracts and Commitments. (a) Schedule 2.09 attached hereto contains Section 4.10(a) of the Disclosure Letter sets forth a true, correct and complete and correct list of all Material Contracts that exist as of the following contracts, agreements, arrangements or Execution Date. Seller has delivered to Buyer true and complete copies of all Refinery Contracts that are Material Contracts set forth in Section 4.10(a) of the Disclosure Letter (other understandings, whether written or oral (collectively, the “Contracts”) than those Material Contracts identified on such schedule for which relate to the Assets being sold: (i) all Contracts, agreements, commitments, purchase orders or other understandings or arrangements to which Seller or any of its property is bound which (A) involve payments or receipts by Seller of more than $5,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has copies have not been rendered by all parties thereto or (B) under which the consequences of a default or termination would reasonably be expected delivered to have a material adverse effect; (ii) all material agency, distributor, sales representative, franchise or similar agreements Buyer due to which Seller is a party or by which Seller or any of its property is bound; (iii) all Contracts imposing a non-competition or non-solicitation obligation on Seller; and (iv) any other material agreements or contracts entered into by Seller, excluding all non-disclosure agreements between a Seller and third partiesconfidentiality requirements). (b) Except as set forth on Schedule 2.09: (iin Section 4.10(b) each Contract is a valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, and Seller does not have any actual knowledge that any Contract is not a valid and binding agreement of the other parties thereto, except where the failure to be a valid Disclosure Letter and binding Agreement would not reasonably be expected to result in a Material Adverse Effect. (ii) Seller has fulfilled all material obligations required pursuant to the Contracts to have been performed by Seller, on its part prior to the date hereof, and Seller has no reason to believe that Seller will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof, except where the failure to fulfill all material obligations required pursuant the contract would not reasonably be expected to result in a Material Adverse Effect; (iii) Seller is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto, except for such breach, default or events matters that would not reasonably be expected to result materially adversely affect the Assets or the Operations, each Refinery Contract that is a Material Contract listed in Section 4.10(a) of the Disclosure Letter is in full force and effect and is a legal, valid and binding obligation of a Seller Company, enforceable against such Seller Company in accordance with its terms (and to Seller’s Knowledge, against each counterparty thereto), except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and general principles of equity (regardless of whether enforceability is considered in a Material Adverse Effect; and (ivProceeding at law or in equity). Except as set forth in Section 4.10(b) to of the actual knowledge of Seller, there is no existing breach or default by any other party to any Contract, Disclosure Letter and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto, except for such breach, default or events matters that would not reasonably be expected to result materially adversely affect the Assets or the Operations, the applicable Seller Company is not, nor, to Seller’s Knowledge, is any other party thereto, in default under any of the Material Contracts set forth in Section 4.10 of the Disclosure Letter, and the applicable Seller Company has not received written notice of any actual or threatened cancellation or termination of any such Material Contract from any party thereto. Seller shall be permitted to supplement and amend Sections 4.10(a) and 4.10(b) of the Disclosure Letter prior to the Closing with respect to Material Contracts (or amendments thereto) that, subject to Section 6.02(a), a Material Adverse EffectSeller Company has entered into in the Ordinary Course of Business during the Interim Period.

Contracts and Commitments. (a) Schedule 2.09 attached hereto contains a trueExcept as set forth in the Purchaser’s financial statements available on ▇▇▇.▇▇▇▇▇.▇▇▇, complete and correct list of the following contractsno Purchaser Entity has, agreementssince June 9, arrangements or other understandings2008, whether written or oral (collectively, the “Contracts”) which relate to the Assets being sold: (i) all Contractsdeclared or paid any dividends or authorized or made any distribution upon or with respect to any class or series of its capital shares or corporate interests, agreements, commitments, purchase orders or other understandings or arrangements to which Seller (ii) incurred any indebtedness for money borrowed or any other liabilities individually in excess of its property is bound which (A) involve payments or receipts by Seller of more than $5,000 100,000 or, in the case of indebtedness and/or liabilities individually less than $100,000, in excess of $200,000 in the aggregate, (iii) made any single contractloans or advances to any Person, agreementother than ordinary course advances for business expenses, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (Biv) under which the consequences sold, exchanged or otherwise disposed of a default or termination would reasonably be expected to have a material adverse effect; (ii) all material agency, distributor, sales representative, franchise or similar agreements to which Seller is a party or by which Seller or any of its property is bound; (iii) all Contracts imposing a non-competition Purchaser Assets or non-solicitation obligation on Seller; and (iv) any rights, other material agreements or contracts entered into by Seller, excluding all non-disclosure agreements between a Seller and third partiesthan the sale of its inventory in the ordinary course of business. (b) Except All of the Material Contracts are valid, binding and enforceable (and, if applicable, were registered with the appropriate Governmental Entity, as set forth on Schedule 2.09: (irequired in order to be enforceable) each Contract is a valid and binding agreement of Seller, enforceable against Seller in accordance with its termstheir respective terms and in full force and effect, without amendment (except as disclosed on Section 4.13(b) of the Purchaser Disclosure Letter). No Material Contract requires the consent by the other parties thereto in order to consummate the transactions contemplated by this Agreement. The Purchaser Entity party thereto has performed in all material respects all obligations required to be performed by it and is not in default under or in breach of nor in receipt of any claim of default or breach under any Material Contract, and Seller such Purchaser Entity does not have any actual knowledge that any Contract is present expectation or intention of not a valid and binding agreement of the other parties theretofully performing all such obligations, except where the failure to be a valid and binding Agreement any such default or non-performance would not reasonably be expected to result in constitute a Purchaser Material Adverse Effect. (ii) Seller has fulfilled all material obligations required pursuant to the Contracts to have been performed by Seller, on its part prior to the date hereof, and Seller has no reason to believe that Seller will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof, except where the failure to fulfill all material obligations required pursuant the contract would not reasonably be expected to result in a Material Adverse Effect; (iii) Seller is not in breach of or default under any Contract, and no . No event has occurred which with the passage of time or the giving of notice or both would constitute such result in a default, result in a loss breach or event of rights or result in noncompliance by the creation of Purchaser Entity party thereto under any lien, charge or encumbrance, thereunder or pursuant theretoMaterial Contract, except for where such breach, default or events that event would not reasonably be expected to result in constitute a Purchaser Material Adverse Effect; and (iv) . The Company has no knowledge of any material breach or anticipated material breach by the other parties to any Material Contract. True, correct and complete copies of each written Material Contract and an accurate description of each oral Material Contract, together with all amendments, waivers or other changes thereto, have been made available to counsel to the actual knowledge of Seller, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto, except for such breach, default or events that would not reasonably be expected to result in a Material Adverse EffectCompany.

Contracts and Commitments. (a) Set forth on Schedule 2.09 attached hereto contains 3.8 is a true, complete and correct list of each Contract to which Seller is a party or is otherwise obligated in connection with the following contracts, agreements, arrangements or other understandings, whether written or oral operations relating to the Acquired Assets (collectively, the “Contracts”). Each Contract is a valid and binding obligation of Seller and to Seller’s Knowledge the other parties thereto in accordance with its terms and conditions, except as such enforceability may be limited by (a) which relate to the Assets being sold: (i) all Contractsbankruptcy, agreementsinsolvency, commitments, purchase orders or other understandings similar laws affecting the enforcement of creditors’ rights generally and (b) equitable principles of general applicability (whether considered in a proceeding at law or arrangements in equity). Neither the Seller, nor to which Seller’s Knowledge, any other party to a Contract in default under or in violation of such Contract, and there are no active disputes with regard to any Contract. No event has occurred which, with the passage of time or the giving of notice, or both, would constitute, and neither the execution of this Agreement nor the Closing hereunder do or will constitute or result in, a default under any Contract by Seller or any other party to such Contract or would cause the acceleration of its property is bound which (A) involve payments any obligation of any party thereto or receipts by Seller the creation of more than $5,000 a Lien upon any Asset or will result in the case termination or cancellation thereof, diminish the enforceability thereof, or otherwise materially contravene, conflict with or modify the terms and requirements of thereof. Seller has delivered to Buyer a true, complete and accurate copy of each written Contract required to be disclosed on Schedule 3.8 and a true, complete and accurate description of each oral Contract required to be disclosed on Schedule 3.8, and none of the Contracts has been modified or amended in any single contractrespect, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) under which the consequences of a default or termination would reasonably be expected except as reflected in such disclosure to have a material adverse effect; (ii) all material agency, distributor, sales representative, franchise or similar agreements to which Seller is a party or by which Seller or any of its property is bound; (iii) all Contracts imposing a non-competition or non-solicitation obligation on Seller; and (iv) any other material agreements or contracts entered into by Seller, excluding all non-disclosure agreements between a Seller and third partiesBuyer. (b) Seller represents that it has disclosed to Buyer all of the Contracts which give rise to rights relating to the Non-Compete Field. Except as set forth on Schedule 2.09: (i) each Contract is a valid and binding agreement of Seller3.8(b), enforceable against Seller in accordance with its terms, and Seller does not have any actual knowledge that any Contract is not a valid and binding agreement none of the other parties thereto, except where Excluded Contracts relate to or give rights arising with respect to the failure Seller’s current or currently proposed operations relating to be a valid and binding Agreement would not reasonably be expected to result in a Material Adverse Effect. (ii) the Non-Compete Field. Seller has fulfilled all material obligations required pursuant to the disclosed and made available true, complete and unredacted copies of such Excluded Contracts to have been performed by Seller, an independent third party review on its part prior to the date hereof, and Seller has no reason to believe that Seller will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof, except where the failure to fulfill all material obligations required pursuant the contract would not reasonably be expected to result in a Material Adverse Effect; (iii) Seller is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto, except for such breach, default or events that would not reasonably be expected to result in a Material Adverse Effect; and (iv) to the actual knowledge of Seller, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto, except for such breach, default or events that would not reasonably be expected to result in a Material Adverse Effectconfidential basis.

Contracts and Commitments. (a) The Disclosure Schedule 2.09 attached hereto contains a true, complete and correct list and description of the following contracts, contracts and agreements, arrangements or other understandings, whether written or oral oral, which relate to AES (collectively, the “"Material Contracts”) which relate to the Assets being sold:"): (i) all Contractscontracts, agreements, commitments, purchase orders (other than merchandise deliveries to customers in the normal course of business upon standard terms) or other understandings or arrangements to which Seller or any of its property the AES is bound which (A) involve payments or receipts by Seller of more than $5,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) under which the consequences of a default or termination would reasonably be expected to have a material adverse effectparty; (ii) all material agency, distributor, sales representative, franchise or representative and similar agreements to which Seller AES is a party or by which Seller or any of its property is boundparty; (iii) all Contracts imposing a non-competition leases, whether operating, capital or non-solicitation obligation on Sellerotherwise, under which AES is lessor or lessee; and (iv) any licensing agreements, franchise agreements and other material agreements agreement or contracts contract entered into by Seller, excluding all non-disclosure agreements between a Seller and third partiesAES. (b) Except as set forth on Schedule 2.09the Disclosure Schedule: (i) each Contract contract or agreement, whether written or oral, which relates to AES (collectively, the "Contracts") is a valid and binding agreement of SellerAES, enforceable against Seller AES in accordance with its terms, and the Seller does not have any actual has no knowledge that any Contract is not a valid and binding agreement of the other parties thereto, except where the failure to be a valid and binding Agreement would not reasonably be expected to result in a Material Adverse Effect.: (ii) Seller AES has (and to Seller's knowledge the other party has) fulfilled all material obligations required pursuant to the Contracts to have been performed by Seller, on its part it prior to the date hereof, and Seller has no reason to believe that Seller will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof, except where the failure to fulfill all material obligations required pursuant the contract would not reasonably be expected to result in a Material Adverse EffectClosing Date; (iii) Seller AES is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto, except for such breach, default or events that would not reasonably be expected to result in a Material Adverse Effect; andthereto (an "Inchoate Default"); (iv) to the actual best knowledge of SellerAES, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default Inchoate Default by any such other party; (v) neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated hereby will, directly or indirectly (with or without notice or lapse of time) contravene, conflict with, or result in a loss of rights violation or result in the creation breach of any lienprovision of, charge or encumbrance thereunder or pursuant thereto, except for such breach, give any Person the right to declare a default or events exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract; (vi) there are no Contracts between the Company and Seller or any affiliate of Seller; and (vii) Seller has not received written notice, nor does it have knowledge, that would not reasonably be expected any party to result in a Material Adverse EffectContract intends to cancel, terminate or renew such Contract or to exercise or decline to exercise any option or right hereunder.

Contracts and Commitments. (a) of the Disclosure Schedule 2.09 attached hereto contains sets forth a true, complete and correct accurate list of the following contracts, agreements, arrangements or other understandings, whether written or oral each material Contract (collectively, the “Contracts”as amended and in effect) which relate to the Assets being sold: (i) all Contracts, agreements, commitments, purchase orders or other understandings or arrangements to which Seller VSCRE or any Subsidiary is a party, or by which any of them or any of its property their respective assets is bound which otherwise bound, including, without limitation, each Pending Property Agreement and Pending IPC Agreement (A) involve payments in each case as amended and in effect as of the date hereof), and attached hereto as Exhibit A are true, accurate and complete copies of such Pending Property Agreements and Pending IPC Agreements. Seller has provided or receipts by Seller made available to the Buyer true, accurate and complete copies of more than $5,000 such material Contracts. Neither Seller, VSCRE nor any Subsidiary is in the case of breach or default with respect to any single contract, agreement, commitment, understanding such material Contract (except for such breaches or arrangement under which full performance (including payment) has defaults as would not been rendered by all parties thereto or (B) under which the consequences of a default or termination would reasonably be expected to have a Material Adverse Effect) and, to the Knowledge of VSCRE, no other party thereto is in breach or default with respect to any such material adverse effect; Contract (ii) all material agency, distributor, sales representative, franchise except for such breaches or similar agreements to which Seller is a party or by which Seller or any of its property is bound; (iii) all Contracts imposing a non-competition or non-solicitation obligation on Seller; and (iv) any other material agreements or contracts entered into by Seller, excluding all non-disclosure agreements between a Seller and third parties. (b) Except defaults as set forth on Schedule 2.09: (i) each Contract is a valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, and Seller does not have any actual knowledge that any Contract is not a valid and binding agreement of the other parties thereto, except where the failure to be a valid and binding Agreement would not reasonably be expected to result in have a Material Adverse Effect. (ii) ), and, provided Seller obtains the Seller Consents on or before the Closing Date, no event has fulfilled all material obligations required pursuant occurred which, with due notice or lapse of time or both, would constitute such a default. Neither VSCRE nor any Subsidiary has received any written notice of any breach or default with respect to any Contract. To the Contracts to have been performed by SellerKnowledge of VSCRE, on its part prior to the date hereofno fact, and Seller circumstance or event exists or has no reason to believe that Seller will not be able to fulfill, when due, all of its obligations under the Contracts occurred which remain to be performed after the date hereof, except where the failure to fulfill all material obligations required pursuant the contract has resulted in or would not reasonably be expected to result in a Material Adverse Effect; (iiia) Seller is any of the representations and warranties contained in any of the Pending Property Agreements or Pending IPC Agreements to not be true and correct in breach all material respects, or (b) any of the covenants and agreements contained any of the Pending Property Agreements or default under any ContractPending IPC Agreements to not be performed in accordance, and no event has occurred which in all material respects, with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto, except for such breach, default or events that would not reasonably be expected to result in a Material Adverse Effect; and (iv) to the actual knowledge of Seller, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto, except for such breach, default or events that would not reasonably be expected to result in a Material Adverse Effecttheir respective terms.

Contracts and Commitments. (a) Schedule 2.09 2.13 attached hereto contains a ------------- true, complete and correct list and description of the following contracts, contracts and agreements, arrangements or other understandings, whether written or oral oral, to the extent that the Seller is a party to any such contract or agreement (collectively, the “"Contracts”) which relate to the Assets being sold:"): (i) all Contractsloan agreements, indentures, mortgages and guaranties to which the Seller is a party or by which the Seller or any of its property is bound; (ii) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements relating to any of the Assets to which the Seller is a party or by which the Seller or any of its property is bound; (iii) all contracts, agreements, commitments, purchase orders or other understandings or arrangements to which Seller or any of its property is bound which (A) involve payments or receipts by Seller of more than $5,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) under which the consequences of a default or termination would reasonably be expected to have a material adverse effect; (ii) all material agency, distributor, sales representative, franchise or similar agreements to which Seller is a party or by which the Seller or any of its property is bound; (iiiiv) all Contracts imposing collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which the Seller is a non-competition party or non-solicitation obligation on Seller; andby which the Seller or any of its property is bound; (ivv) any other material all agency, distributor, sales representative and similar agreements to which the Seller is a party; (vi) all leases, whether operating, capital or contracts entered into by Sellerotherwise, excluding all non-disclosure agreements between a under which the Seller and third parties.is lessor or lessee; (b) Except as set forth on Schedule 2.092.13 ------------- attached hereto: (i) each Contract is a valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, and the Seller does not have any actual knowledge that any Contract is not a valid and binding agreement of the other parties thereto, except where the failure to be a valid and binding Agreement would not reasonably be expected to result in a Material Adverse Effect.; (ii) the Seller has fulfilled all material obligations required pursuant to the Contracts to have been performed by Seller, the Seller on its part prior to the date hereof, and the Seller has no reason to believe that Seller will that, but for the consummation of the transactions contemplated by this Agreement, it would not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof, except where the failure to fulfill all material obligations required pursuant the contract would not reasonably be expected to result in a Material Adverse Effect; (iii) the Seller is not in material breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto, except for such breach, default or events that would not reasonably be expected to result in a Material Adverse Effect; and; (iv) to the actual best knowledge of the Seller, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto, except for such breach, default ; (v) the Seller is not restricted by any Contract from carrying on its business anywhere in the world; and (vi) the Seller has no written or events that would not reasonably be oral Contracts to sell products or perform services which are expected to be performed at, or to result in in, a Material Adverse Effectloss. (c) Except as set forth on Schedule 2.2 or ------------ Schedule 2.13, the continuation, validity and effectiveness of each Contract ------------- will not be affected by the transfer thereof to Buyer under this Agreement and all such Contracts are assignable to Buyer without a third-party consent. (d) True, correct and complete copies of all Contracts have previously been delivered by the Seller to the Buyer.

Contracts and Commitments. (a) Schedule 2.09 2.6 attached hereto contains a true, complete and correct list of the following contracts, agreements, arrangements or other understandings, whether written or oral contracts and agreements that are materially related to the Employment Business Unit (collectively, the “"Contracts”) which relate to the Assets being sold:"): (i) all Contractscontracts, agreements, commitments, purchase orders or other understandings or arrangements to which the Seller is a party or by which the Seller or any of its property the Assets is bound which (A) involve payments or receipts by the Seller of more than $5,000 25,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) under which are of material importance to the consequences of a default or termination would reasonably be expected to have a material adverse effectSoftware (as defined in the License Agreement); (ii) all material agency, distributor, sales representative, franchise or representative and similar agreements materially related to the Employment Business Unit to which the Seller is a party or by which Seller or any of its property is bound;party; and (iii) all Contracts imposing a non-competition leases, whether operating, capital or non-solicitation obligation on Seller; and (iv) any other material agreements otherwise, materially related to the Employment Business Unit and under which the Seller is lessor or contracts entered into by Seller, excluding all non-disclosure agreements between a Seller and third partieslessee. (b) Except as set forth on Schedule 2.09Exhibit D attached hereto: (i) to Seller's knowledge, each Contract is a valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, and the Seller does not have any actual knowledge that any Contract is not a valid and binding agreement of the other parties thereto, except where the failure to be a valid and binding Agreement would not reasonably be expected to result in a Material Adverse Effect.; (ii) Seller has fulfilled all material obligations required pursuant to Seller's knowledge, the Contracts to have been performed by Seller, on its part prior to the date hereof, and Seller has no reason to believe that Seller will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof, except where the failure to fulfill all material obligations required pursuant the contract would not reasonably be expected to result in a Material Adverse Effect; (iii) Seller is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto, except for such breach, default or events that would not reasonably be expected to result in a Material Adverse Effect; and; (iviii) to the actual knowledge of Seller's knowledge, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto; and (iv) to Seller's knowledge, except for such breachSeller is not restricted by any Contract from carrying on its business solely with respect to the Employment Business Unit anywhere in the world. (c) True, default or events that would not reasonably be expected correct and complete copies of all Contracts have previously been delivered by the Seller to result in a Material Adverse Effectthe Buyer.

Contracts and Commitments. (a) To the extent not listed on Schedule 2.09 attached hereto contains a true2.1B or Schedule 2.1D, complete Schedule 2.1F lists and correct list briefly describes all Material Contracts related to the operation of the following contracts, agreements, arrangements or other understandings, whether written or oral (collectively, the “Contracts”) which relate to the Assets being sold: (i) all Contracts, agreements, commitments, purchase orders or other understandings or arrangements Business to which Seller or any of its property is bound which (A) involve payments or receipts by Seller of more than $5,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) under which the consequences of a default or termination would reasonably be expected to have a material adverse effect; (ii) all material agency, distributor, sales representative, franchise or similar agreements to which Seller SELLER is a party or by which Seller it or any of its property assets or properties are bound (true and correct copies of each of which have been previously delivered to BUYER). Each Material Contract (whether disclosed on Schedule 2.1B, Schedule 2.1D, Schedule 2.1F or otherwise) is bound; in full force and effect and embodies the complete understanding between the parties thereto with respect to the subject matter thereof. Except as expressly set forth on Schedule 2.1F, (i) there exists no material default or claim thereof by any party to any Material Contract, (ii) there are no facts or conditions that, if continued or noticed, would result in a default having a Material Adverse Effect under any Material Contract, (iii) all Contracts imposing a non-competition no SELLER has received any notice that any Person intends to cancel, modify or non-solicitation obligation on Seller; and terminate any Material Contract, or to exercise or not to exercise any options thereunder, (iv) no SELLER has given any notice of cancellation, modification or termination of any Material Contract or of exercise or non- exercise of any options thereunder, (v) each Material Contract is a valid and binding agreement enforceable in accordance with its terms and (vi) no consent or approval of the other material agreements parties to any Material Contract or any Person pursuant to any Material Contract is required for the consummation of the transactions contemplated herein, except for Propane Supply Contracts and Fixed Purchase Contracts that are not assignable, and except for those contracts entered into by Seller, excluding all non-disclosure agreements between a Seller and third partiesdescribed on said Schedule. (b) Except as set forth on in Schedule 2.09: (i) each Contract 6.12(b), no SELLER is a valid and binding agreement party to any contract for goods or services or any lease with any officer, director, shareholder, employee or agent of Seller, enforceable against Seller in accordance with its terms, and Seller does not have SELLER or any actual knowledge that Affiliate of any Contract is not a valid and binding agreement of the other parties thereto, except where the failure to be a valid and binding Agreement would not reasonably be expected to result in a Material Adverse Effectsuch Person. (iic) Seller No purchase or sale commitments by any SELLER are in excess of the normal, ordinary and usual requirements of the Business; no SELLER has fulfilled all material obligations required pursuant any outstanding power of attorney to the Contracts to have been performed any Person for any purpose whatsoever; no SELLER is restricted by Seller, law or agreement from carrying on its part prior Business anywhere in the world; no officer, director, shareholder or Affiliate of any SELLER has any financial interest, direct or indirect, in any SELLER's suppliers or customers; except as set forth in Schedule 6.12(c) hereto, no SELLER grants discounts or rebates to the date hereof, and Seller has no reason to believe that Seller will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof, except where the failure to fulfill all material obligations required pursuant the contract would not reasonably be expected to result in a Material Adverse Effect;customers. (iiid) Seller is not in breach No SELLER has made any other contract or agreement or granted any option to sell or otherwise transfer all or a significant part of the capital stock or default under any Contract, and no event has occurred which with the passage Assets of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto, except for such breach, default or events that would not reasonably be expected to result in a Material Adverse Effect; andSELLER. (ive) The Customer Deposits are all amounts owed to the actual knowledge customers of Seller, there is no existing breach or default SELLERS as a result of amounts held by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in SELLER as a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto, except for such breach, default or events that would not reasonably be expected to result in a Material Adverse Effectcustomer deposit.

Contracts and Commitments. (a) Schedule 2.09 attached hereto contains a trueExcept as set forth in the Company Financial Statements, complete and correct list of the following contractsno Company Entity has, agreementssince June 9, arrangements or other understandings2008, whether written or oral (collectively, the “Contracts”) which relate to the Assets being sold: (i) all Contractsdeclared or paid any dividends or authorized or made any distribution upon or with respect to any class or series of its capital shares or corporate interests, agreements, commitments, purchase orders or other understandings or arrangements to which Seller (ii) incurred any indebtedness for money borrowed or any other liabilities individually in excess of its property is bound which (A) involve payments or receipts by Seller of more than $5,000 100,000 or, in the case of indebtedness and/or liabilities individually less than $100,000, in excess of $200,000 in the aggregate, (iii) made any single contractloans or advances to any Person, agreementother than ordinary course advances for business expenses, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (Biv) under which the consequences sold, exchanged or otherwise disposed of a default or termination would reasonably be expected to have a material adverse effect; (ii) all material agency, distributor, sales representative, franchise or similar agreements to which Seller is a party or by which Seller or any of its property is bound; (iii) all Contracts imposing a non-competition Assets or non-solicitation obligation on Seller; and (iv) any rights, other material agreements or contracts entered into by Seller, excluding all non-disclosure agreements between a Seller and third partiesthan the sale of its inventory in the ordinary course of business. (b) Except All of the Material Contracts are valid, binding and enforceable (and, if applicable, were registered with the appropriate Governmental Entity, as set forth on Schedule 2.09: (irequired in order to be enforceable) each Contract is a valid and binding agreement of Seller, enforceable against Seller in accordance with its termstheir respective terms and in full force and effect, without amendment (except as disclosed on Section 3.11(b) of the Company Disclosure Letter). No Material Contract requires the consent by the other parties thereto in order to consummate the transactions contemplated by this Agreement. Immediately after giving effect to the Merger, the Surviving Corporation or the Company Entities will be permitted to exercise all of such Company Entities’ rights under the Material Contracts to the same extent the Company Entities would have been able to had the transactions contemplated by this Agreement not occurred and without the payment of any additional amounts or consideration other than ongoing payments which the Company Entities would otherwise be required to pay. The Company Entity party thereto has performed in all material respects all obligations required to be performed by it and is not in default under or in breach of nor in receipt of any claim of default or breach under any Material Contract, and Seller such Company Entity does not have any actual knowledge that any Contract is present expectation or intention of not a valid and binding agreement of the other parties theretofully performing all such obligations, except where the failure to be a valid and binding Agreement any such default or non-performance would not reasonably be expected to result in constitute a Company Material Adverse Effect. (ii) Seller has fulfilled all material obligations required pursuant to the Contracts to have been performed by Seller, on its part prior to the date hereof, and Seller has no reason to believe that Seller will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof, except where the failure to fulfill all material obligations required pursuant the contract would not reasonably be expected to result in a Material Adverse Effect; (iii) Seller is not in breach of or default under any Contract, and no . No event has occurred which with the passage of time or the giving of notice or both would constitute such result in a default, result in a loss breach or event of rights or result in noncompliance by the creation of Company Entity party thereto under any lien, charge or encumbrance, thereunder or pursuant theretoMaterial Contract, except for where such breach, default or events that event would not reasonably be expected to result in constitute a Company Material Adverse Effect; and (iv) to the actual . The Company has no knowledge of Seller, there is no existing any material breach or default anticipated material breach by any the other party parties to any Material Contract. True, correct and complete copies of each written Material Contract and an accurate description of each oral Material Contract, and no event has occurred which together with the passage of time all amendments, waivers or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant changes thereto, except for such breach, default or events that would not reasonably be expected have been made available to result in a Material Adverse Effectcounsel to Purchaser.