Common use of Contracts and Commitments Clause in Contracts

Contracts and Commitments. (a) Except for Excluded Assets, Schedule 5.17 lists all material Contracts used in or relating to the Business. (b) Sellers have delivered true complete and correct 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 contracts, agreements, contract rights, leases, license agreements, franchise rights and agreements, policies, purchase and sales orders, quotations and executory commitments, instruments, guaranties, indemnifications, arrangements and understandings (written or oral) necessary to conduct the Business as presently conducted. (d) 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 5.17, none of Sellers nor Nextera has assigned, mortgaged, pledged, Encumbered, or otherwise hypothecated any of its right, title or interest under any Contract. (f) Except as set forth in Schedule 5.17, none of Sellers nor Nextera (nor, to the Knowledge of Sellers and Nextera, any other party thereto) is in violation of, in default in respect of nor has there occurred an event or condition which, with the passage of time or giving or notice (or both) would constitute a violation or default of any Contract, and, to the Knowledge of Sellers and Nextera, there are no 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 amend, modify, rescind or terminate the same.

Contracts and Commitments. (a) Except for Excluded AssetsSchedule 2.09 attached hereto contains a true, Schedule 5.17 lists 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 used in imposing a non-competition or relating to the Businessnon-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) Sellers have delivered true complete and correct 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 contracts, agreements, contract rights, leases, license agreements, franchise rights and agreements, policies, purchase and sales orders, quotations and executory commitments, instruments, guaranties, indemnifications, arrangements and understandings (written or oral) necessary to conduct the Business as presently conducted. (d) 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 5.172.09: (i) each Contract is a valid and binding agreement of Seller, none 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 Sellers nor Nextera 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 assignedfulfilled all material obligations required pursuant to the Contracts to have been performed by Seller, mortgagedon its part prior to the date hereof, pledgedand Seller has no reason to believe that Seller will not be able to fulfill, Encumberedwhen due, or otherwise hypothecated any all of its rightobligations under the Contracts which remain to be performed after the date hereof, title 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 interest default under any Contract. (f) Except as set forth in Schedule 5.17, none of Sellers nor Nextera (nor, to the Knowledge of Sellers and Nextera, any other party thereto) is in violation of, in default in respect of nor no event has there occurred an event or condition which, 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) both would constitute a violation default by such other party, result in a loss of rights or default result in the creation of any Contractlien, andcharge or encumbrance thereunder or pursuant thereto, except for such breach, default or events that would not reasonably be expected to the Knowledge of Sellers and Nextera, there are no facts or circumstances which would reasonably indicate that Sellers or Nextera (or any other party) will be or may be result 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 amend, modify, rescind or terminate the samea Material Adverse Effect.

Contracts and Commitments. (a) Except for Excluded AssetsTo the extent not listed on Schedule 2.1B or Schedule 2.1D, Schedule 5.17 2.1F lists and briefly describes all material Material Contracts used in or relating related to the Business. operation of the Business to which any SELLER is a party or by which it or any of its assets or properties are bound (b) Sellers have delivered true complete and correct copies of all written Contracts listed each of which have been previously delivered to BUYER). Each Material Contract (whether disclosed on Schedule 5.17 to Buyer prior to the date hereof. (c2.1B, Schedule 2.1D, Schedule 2.1F or otherwise) 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 contracts, agreements, contract rights, leases, license agreements, franchise rights and agreements, policies, purchase and sales orders, quotations and executory commitments, instruments, guaranties, indemnifications, arrangements and understandings (written or oral) necessary to conduct the Business as presently conducted. (d) To the Knowledge of Sellers and Nextera, all of the Contracts are valid and binding, is 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) no SELLER has 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) 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 their respective provisions, subject to enforceability against its terms and (vi) no consent or approval of the other party thereto 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 the effect of applicable bankruptcyFixed Purchase Contracts that are not assignable, 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 lawexcept for those contracts described on said Schedule. (e) Except as set forth on Schedule 5.17, none of Sellers nor Nextera has assigned, mortgaged, pledged, Encumbered, or otherwise hypothecated any of its right, title or interest under any Contract. (fb) Except as set forth in Schedule 5.176.12(b), none no SELLER is a party to any contract for goods or services or any lease with any officer, director, shareholder, employee or agent of Sellers nor Nextera SELLER or any Affiliate of any such Person. (norc) No purchase or sale commitments by any SELLER are in excess of the normal, ordinary and usual requirements of the Business; no SELLER has any outstanding power of attorney to any Person for any purpose whatsoever; no SELLER is restricted by law or agreement from carrying on its Business anywhere in the Knowledge world; no officer, director, shareholder or Affiliate of Sellers and Nexteraany SELLER has any financial interest, any other party thereto) is in violation ofdirect or indirect, in default in respect of nor has there occurred an event any SELLER's suppliers or condition which, with the passage of time or giving or notice (or both) would constitute a violation or default of any Contract, and, to the Knowledge of Sellers and Nextera, there are no 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 customers; except as set forth in Schedule 5.176.12(c) hereto, no notice SELLER grants discounts or rebates to its customers. (d) No SELLER has been received by Sellers or Nextera claiming any such default by Sellers or Nextera or indicating the desire or intention of made any other party thereto contract or agreement or granted any option to amend, modify, rescind sell or terminate otherwise transfer all or a significant part of the samecapital stock or Assets of a SELLER. (e) The Customer Deposits are all amounts owed to customers of SELLERS as a result of amounts held by a SELLER as a customer deposit.

Contracts and Commitments. (a) Except for Excluded Assetsthis Agreement, Schedule 5.17 lists all neither WCA Parent nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) which (i) is a material Contracts used 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 relating incorporated by reference in the SEC Reports or (ii) which materially restricts the conduct of any line of business by WCA Parent or any of its Subsidiaries. Each contract, arrangement, commitment or understanding of the type described in this Section 4.9 is referred to the Businessherein as a “WCA Contract.” (b) Sellers have delivered true complete and correct 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 contracts, agreements, contract rights, leases, license agreements, franchise rights and agreements, policies, purchase and sales orders, quotations and executory commitments, instruments, guaranties, indemnifications, arrangements and understandings (written or oral) necessary to conduct the Business as presently conducted. (d) To the Knowledge of Sellers and Nextera, all of the Contracts are Each WCA Contract is a valid and binding, in full force and effect and enforceable in accordance with their respective provisions, subject to enforceability against the other binding obligation of WCA Parent or such of its Subsidiaries that is a 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 5.17, none of Sellers nor Nextera has assigned, mortgaged, pledged, Encumbered, or otherwise hypothecated any of its right, title or interest under any Contract. (f) Except as set forth in Schedule 5.17, none of Sellers nor Nextera (nor, to the Knowledge of Sellers and Nextera, any other party thereto) is in violation of, in default in respect of nor has there occurred an event or condition which, with the passage of time or giving or notice (or both) would constitute a violation or default of any Contract, and, to the Knowledge of Sellers the WCA Parties, of each other party thereto, is in full force and Nexteraeffect, there are no facts except where such failure to be in full force and effect would not have or circumstances 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 a party thereto, except where such nonperformance, individually or in the aggregate, would not have or be reasonably indicate that Sellers likely to have a Material Adverse Effect. No event or Nextera (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 other party) will be or may be in violation of its Subsidiaries to any such WCA Contract, except where such default, individually or in the aggregate, would not have or be reasonably likely to have a Material Adverse Effect. To the Knowledge of the WCA Parties, no other party to any WCA Contract is in default in respect under the terms of any WCA Contract, subsequent except where such default, individually or in the aggregate, would not have or be reasonably likely 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 amend, modify, rescind or terminate the samehave a Material Adverse Effect.

Contracts and Commitments. (a) Except for Excluded Assets, Schedule 5.17 lists all (Purchaser Contracts): All material Contracts used in or relating contracts to which the Purchaser is a party have been fully disclosed to the BusinessVendor prior to the Execution Date and are set forth on the Purchaser Disclosure Schedule. (b) Sellers have delivered true complete (Contracts binding): Every contract, instrument or other commitment to which the Purchaser is a party is valid and correct copies binding according to its terms and, without prejudice to any other warranty, no party to any such commitment is in material default under the terms of all written Contracts listed on Schedule 5.17 to Buyer prior to the date hereofthat commitment. (c) Except for Excluded Assets and (No contracts outside ordinary course of business): The Purchaser is not party to any contract or commitment entered into which is in existence and: (i) is outside the Real Property Leases and Personal Property Leases listed on Schedules 1.1(aordinary course of its Business; (ii) and 1.1(h) respectivelyeven if entered into in the ordinary course of its Business, the Contracts constitute all involves or is likely 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 contractsConsideration Shares; (iii) is not at arm’s length or not on normal commercial terms; or (iv) is long term, agreements, contract rights, leases, license agreements, franchise rights and agreements, policies, purchase and sales orders, quotations and executory commitments, instruments, guaranties, indemnifications, arrangements and understandings (written substantial or oral) necessary to conduct the Business as presently conductedonerous. (d) To (No sums owing): Except as set forth on the Knowledge of Sellers and NexteraPurchaser Disclosure Schedule, all no sums are now owing or will at Settlement be owing by the Purchaser to any shareholders of the Contracts are valid and binding, in full force and effect and enforceable in accordance with their respective provisions, subject Purchaser or to enforceability against the any 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 lawPerson. (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) as set forth on Schedule 5.17A to this Exhibit 2, none of Sellers nor Nextera has assigned, mortgaged, pledged, Encumbered, or otherwise hypothecated any of its right, title or interest under any Contract. (fii) Except as set forth in Schedule 5.17, none of Sellers nor Nextera (nor, and to the Knowledge 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 Sellers business and Nextera, any other party theretoconsistent with past practice which are in the aggregate not material and (iv) is in violation of, in default in respect of nor has there occurred an event or condition which, with the passage of time or giving or notice (or both) would constitute a violation or default of any Contract, and, for liabilities and debts permitted to be incurred by Purchaser pursuant to the Knowledge terms of Sellers and Nexterathis Agreement, there are no facts the Purchaser does not have any liabilities, debts or circumstances which would reasonably indicate that Sellers cash contingencies, pledges in any form, obligations, undertakings or Nextera (arrangements, whether known or any other party) will be unknown, absolute, accrued, contingent 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 amend, modify, rescind or terminate the sameotherwise.

Contracts and Commitments. (a) Except for Excluded AssetsSchedule 3.12 attached hereto contains a true, Schedule 5.17 lists 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 the Transferor or any of its property is bound which (A) involve payments or receipts by 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 Effect; (ii) all material agency, distributor, sales representative, franchise or similar agreements to which the Transferor is a party or by which the Transferor or any of its property is bound; (iii) all Contracts used in imposing a non-competition or relating to non-solicitation obligation on the BusinessTransferor; and (iv) any other material agreements or contracts entered into by the Transferor, excluding all non-disclosure agreements between Transferor and Third Parties. (b) Sellers have delivered true complete and correct 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 contracts, agreements, contract rights, leases, license agreements, franchise rights and agreements, policies, purchase and sales orders, quotations and executory commitments, instruments, guaranties, indemnifications, arrangements and understandings (written or oral) necessary to conduct the Business as presently conducted. (d) 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 5.173.12: (i) each Contract is a valid and binding agreement of the Transferor, none enforceable against the Transferor in accordance with its terms, and the Transferor does not have any actual knowledge that any Contract is not a valid and binding agreement of Sellers nor Nextera 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 Transferor has assignedfulfilled all material obligations required pursuant to the Contracts to have been performed by the Transferor, mortgagedon its part prior to the date hereof, pledgedand the Transferor, Encumberedhas no reason to believe that the Transferor will not be able to fulfill, or otherwise hypothecated any when due, all of its rightobligations under the Contracts which remain to be performed after the date hereof, title 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 Transferor is not in breach of or interest default under any Contract. (f) Except as set forth in Schedule 5.17, none of Sellers nor Nextera (nor, to the Knowledge of Sellers and Nextera, any other party thereto) is in violation of, in default in respect of nor no event has there occurred an event or condition which, 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 the 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) both would constitute a violation default by such other party, result in a loss of rights or default result in the creation of any Contractlien, andcharge or encumbrance thereunder or pursuant thereto, except for such breach, default or events that would not reasonably be expected to the Knowledge of Sellers and Nextera, there are no facts or circumstances which would reasonably indicate that Sellers or Nextera (or any other party) will be or may be result 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 amend, modify, rescind or terminate the samea Material Adverse Effect.

Contracts and Commitments. (a) Except for Excluded Assetsas set forth in SCHEDULE 5.12 hereto, Schedule 5.17 SCHEDULE 1.01(f) lists all Subsisting Contracts that are material to, or arise solely out of, the Business. Except as set forth in SCHEDULE 5.12 hereto, (i) all such Subsisting Contracts used in or relating constitute valid and binding agreements of the Seller and, to the Businessknowledge of the Seller, each other party thereto, enforceable in accordance with their terms (subject to the Bankruptcy Exceptions), (ii) with respect to such Subsisting Contracts there are no existing defaults by the Seller or, to the knowledge of the Seller, by any other party thereto and there is no event which (whether with or without notice, lapse of time or the happening or occurrence of any other event) would constitute a default under such Subsisting Contracts by the Seller or, to the knowledge of the Seller, by any other party thereto, (iii) the Seller is not restricted by agreement from carrying on 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 such Subsisting Contract. (b) Sellers Except for the commercial lease agreement executed by the landlord on December 8, 1996, by and 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 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 delivered true complete been paid and correct copies 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 written Contracts listed on Schedule 5.17 to Buyer prior 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 date hereofReal Property have been obtained, have been validly issued and are in full force and effect. To the Seller's knowledge, no other party is in material default under the Real Property Lease. The Seller has the full legal power and 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 Business. (c) Except for Excluded 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 Real Property Leases and Personal Property Leases listed on Schedules 1.1(a) and 1.1(h) respectively, the Contracts constitute all knowledge of the contractsSeller, agreementseach other party thereto in accordance with its terms, contract rightssubject to the Bankruptcy Exceptions, leases, license agreements, franchise rights and agreements, policies, purchase and sales orders, quotations and executory commitments, instruments, guaranties, indemnifications, arrangements and understandings (written or oralii) necessary to conduct each Third Party License included within the Business as presently conducted. (d) To the Knowledge of Sellers and Nextera, all of the Contracts are valid and binding, Acquired Assets is in full force and effect and enforceable in accordance and, with their respective provisionsrespect to each, subject to enforceability against there is no default by 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 5.17, none of Sellers nor Nextera has assigned, mortgaged, pledged, Encumbered, or otherwise hypothecated any of its right, title or interest under any Contract. (f) Except as set forth in Schedule 5.17, none of Sellers nor Nextera (norSeller or, to the Knowledge knowledge of Sellers and Nexterathe Seller, any other party thereto) , and there is in violation of, in default in respect of nor has there occurred an no event or condition which, whether with or without notice, lapse of time, or the passage occurrence of time or giving or notice (or both) any other event would constitute a violation or default of any Contract, andby the Seller or, to the Knowledge knowledge of Sellers and Nexterathe Seller, there are no 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 amend, modify, rescind or terminate the samethereto.

Contracts and Commitments. (a) Except Section 4.10(a) of the Disclosure Letter sets forth a true, correct and complete list of all Material Contracts that exist as of the 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 than those Material Contracts identified on such schedule for Excluded Assets, Schedule 5.17 lists all material Contracts used in or relating which copies have not been delivered to the BusinessBuyer due to confidentiality requirements). (b) Sellers have delivered true complete and correct copies of all written Contracts listed on Schedule 5.17 to Buyer prior to the date hereof. (cExcept as set forth in Section 4.10(b) 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 contractsDisclosure Letter and except for matters that would not reasonably be expected to materially adversely affect the Assets or the Operations, agreements, contract rights, leases, license agreements, franchise rights and agreements, policies, purchase and sales orders, quotations and executory commitments, instruments, guaranties, indemnifications, arrangements and understandings (written or oraleach Refinery Contract that is a Material Contract listed in Section 4.10(a) necessary to conduct the Business as presently conducted. (d) To the Knowledge of Sellers and Nextera, all of the Contracts are valid and binding, 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 their respective provisionsits terms (and to Seller’s Knowledge, subject to against each counterparty thereto), except as the enforceability against the other party thereto and the effect of applicable thereof may be limited by bankruptcy, insolvency, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of 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, equity (regardless of whether enforceability is considered in a proceeding in equity or Proceeding at law. (e) Except as set forth on Schedule 5.17, none of Sellers nor Nextera has assigned, mortgaged, pledged, Encumbered, or otherwise hypothecated any of its right, title or interest under any Contract. (f) Except as set forth in Schedule 5.17, none of Sellers nor Nextera (nor, to the Knowledge of Sellers and Nextera, any other party thereto) is in violation of, in default in respect of nor has there occurred an event or condition which, with the passage of time or giving or notice (or both) would constitute a violation or default of any Contract, and, to the Knowledge of Sellers and Nextera, there are no facts or circumstances which would reasonably indicate that Sellers or Nextera (or any other party) will be or may be in violation of law or in default in respect of any Contract, subsequent to the date hereofequity). Except as set forth in Schedule 5.17Section 4.10(b) of the Disclosure Letter and except for matters that would not reasonably be expected to materially adversely affect the Assets or the Operations, no notice has been received by Sellers or Nextera claiming any such default by Sellers or Nextera or indicating the desire or intention of applicable Seller Company is not, nor, to Seller’s Knowledge, is any other party thereto 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 amendsupplement 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, modifysubject to Section 6.02(a), rescind or terminate a Seller Company has entered into in the sameOrdinary Course of Business during the Interim Period.

Contracts and Commitments. Except as set forth on SCHEDULE 3.1(m), neither Seller nor Seller Stockholder is a party to any written or oral: (ai) Except for Excluded Assets, Schedule 5.17 lists all material Contracts used in lease under which Seller or Seller Stockholder is either lessor or lessee relating to the Business.Assets or any property at which the Assets are located other than those set forth on the Schedules to this Agreement; (bii) Sellers have delivered true complete and correct copies Contract or agreement for any capital expenditure or leasehold improvement in excess of all written Contracts listed on Schedule 5.17 to Buyer prior $50,000 relating to the date hereof.Assets or Business; or (ciii) Except for Excluded Assets and Contract or agreement limiting or restraining Seller, its successor or assigns from engaging or competing in any manner in the Real Property Leases and Personal Property Leases listed on Schedules 1.1(a) and 1.1(h) respectivelyBusiness, nor, to Seller's or Seller Stockholder's knowledge, is any employee of Seller engaged in the Contracts constitute all conduct of the contracts, agreements, contract rights, leases, license agreements, franchise rights and agreements, policies, purchase and sales orders, quotations and executory commitments, instruments, guaranties, indemnifications, arrangements and understandings (written or oral) necessary Business subject to conduct the Business as presently conducted. (d) To the Knowledge of Sellers and Nextera, all any such Contract. Each of the Contracts are and agreements listed in SCHEDULE 3.1(m), and each other Assigned Contract, including but not limited to Vehicle Operating Leases and Equipment Leases under which Purchaser is to acquire rights or obligations hereunder, is valid and binding, in full force and effect and enforceable in accordance with their respective provisionsits terms; Seller is, subject and to enforceability against Seller's and Seller Stockholder's knowledge all other parties thereto are, in compliance with the provisions thereof; Seller is not, and to Seller's and Seller Stockholder's knowledge no other party thereto is, in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein; and to Seller's and Seller Stockholder's knowledge no event has occurred which with or without the effect giving of applicable bankruptcy, reorganization, insolvency, moratorium notice or similar laws affecting creditors' rights generally and subject to the effect lapse 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 5.17, none of Sellers nor Nextera has assigned, mortgaged, pledged, Encumberedtime, or otherwise hypothecated both, would constitute a default thereunder. Furthermore, no such Contract or agreement, in the reasonable opinion of Seller and Seller Stockholder, contains any of its right, title or interest under any Contract. (f) Except as set forth in Schedule 5.17, none of Sellers nor Nextera (norrequirement with which there is a reasonable likelihood Seller or, to the Knowledge of Sellers Seller's and NexteraSeller Stockholder's knowledge, any other party thereto) is in violation of, in default in respect of nor has there occurred an event or condition which, with the passage of time or giving or notice (or both) would constitute a violation or default of any Contract, and, to the Knowledge of Sellers and Nextera, there are no facts or circumstances which would reasonably indicate that Sellers or Nextera (or any other party) thereto will be or may be in violation of or in default in respect of any Contract, subsequent unable 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 amend, modify, rescind or terminate the samecomply.

Contracts and Commitments. (a) Except for Excluded AssetsSchedule 3.6 annexed hereto contains complete and correct list and description of the following contracts and agreements, Schedule 5.17 lists whether written or oral (collectively, the "Contracts"): (i) Delete (ii) all material Contracts used in pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements relating to any of the BusinessAssets 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 $5,000.00 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) which may materially adversely affect the condition (financial or otherwise) or the properties, assets, business or prospects of Seller; (iv) Delete (v) all agency, distributor, sales representative and similar agreement to which Seller is a party; (vi) Delete (vii) all leases, whether operating, capital or otherwise, under which Seller is lessor or lessee; (viii) any other material agreement or contract entered into by Seller, including without limitation, the purchase orders which have been committed to or accepted by Seller. (b) Sellers have delivered true complete and correct 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 contracts, agreements, contract rights, leases, license agreements, franchise rights and agreements, policies, purchase and sales orders, quotations and executory commitments, instruments, guaranties, indemnifications, arrangements and understandings (written or oral) necessary to conduct the Business as presently conducted. (d) 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 5.173.6 (b) annexed hereto: (i) each Contract is a valid and binding agreement of Seller, none enforceable against Seller in accordance with its terms, and Seller does not have any knowledge that any Contract is not a valid and binding agreement of Sellers nor Nextera has assigned, mortgaged, pledged, Encumbered, the other parties thereto; (ii) Delete (iii) Seller is not in breach of or otherwise hypothecated any of its right, title or interest default under any Contract. (f) Except as set forth in Schedule 5.17, none of Sellers nor Nextera (nor, to the Knowledge of Sellers and Nextera, any other party thereto) is in violation of, in default in respect of nor no event has there occurred an event or condition which, 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; (iv) to the 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) both would constitute a violation default by such other party, result in a loss of rights or default result in the creation of any Contractlien, 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, correct and complete copies of all Contracts have previously been delivered by Seller to the Knowledge of Sellers and Nextera, there are no 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 amend, modify, rescind or terminate the samePurchaser.

Contracts and Commitments. (a) Except for Excluded Assets, Schedule 5.17 lists all material Contracts used in or relating to the Business. (b) Sellers have delivered true complete and correct 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 contracts, agreements, contract rights, leases, license agreements, franchise rights and agreements, policies, purchase and sales orders, quotations and executory commitments, instruments, guaranties, indemnifications, arrangements and understandings (written or oral) necessary to conduct the Business as presently conducted. (d) 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 5.17, none of Sellers nor Nextera has assigned, mortgaged, pledged, Encumbered, or otherwise hypothecated any of its right, title or interest under any Contract. (f) Except as set forth in Cadence Reports, Regulatory Reports made available to CBC or Disclosure Schedule 5.172.14, none neither Cadence nor any of Sellers nor Nextera its Subsidiaries is a party to or is bound by any contract, arrangement, commitment or understanding (nor, whether written or oral): (i) that is a “material contract” (as defined in Item 601(b)(10) of Regulation S-K of the SEC or required to be disclosed by Cadence on a Current Report on Form 8-K) to be performed in whole or in part after the date of this Agreement that has not been filed or incorporated by reference in the Cadence Reports filed prior to the Knowledge date hereof; (ii) the termination or breach of Sellers and Nexterawhich would reasonably be expected to have a Material Adverse Effect on the Condition of Cadence; (iii) that contains a non-compete or client or customer non-solicit 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 of its affiliates to conduct business with any third party on an exclusive or preferential basis, (v) 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 party theretothan 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 2.14, is referred to herein as a “Cadence Contract.” (i) Each Cadence Contract is valid and binding on Cadence or its applicable Subsidiary and in violation of, in default in respect of nor has there occurred an event or condition which, with the passage of time or giving or notice (or both) would constitute a violation or default of any Contractfull force and effect, and, to the Knowledge of Sellers Cadence, is valid and Nexterabinding on the other parties thereto, there are (ii) Cadence and each of its Subsidiaries and, to the Knowledge of Cadence, each of the other parties thereto, has performed all obligations required to be performed by it to date under each Cadence Contract and (iii) no facts event or circumstances condition exists which constitutes or, after notice or lapse of time or both, would reasonably indicate that Sellers constitute a breach or Nextera (default on the part of Cadence or any of its Subsidiaries or, to the Knowledge of Cadence, any other partyparty thereto, under any such Cadence Contract. (c) 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 payments due under each Compensation Agreement and the date when such payments are due, 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 be provide a good faith estimate of any amounts not subject to precise quantification as of the date of this Agreement, such as excise taxes or may be in violation of or in default tax indemnification payments 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 income or Nextera claiming any such default by Sellers or Nextera or indicating the desire or intention of any other party thereto to amend, modify, rescind or terminate the sameexcise taxes).

Contracts and Commitments. 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 party to or is bound by any of the following: (ai) Except any "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, or the localities in which, the business of Rent-Way and the Rent-Way Subsidiaries (including, for Excluded Assetspurposes of this Section 4.9, Schedule 5.17 lists 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 agreement which would prohibit or materially delay the consummation of the Merger or any of the other transactions contemplated hereby (all material Contracts used such contracts of the type described in or relating clauses (i), (ii) and (iii) of this Section 4.9 being referred to herein as "Rent-Way Material Contracts"). Each Rent-Way Material Contract is valid and binding on Rent-Way or, to the Business. (b) Sellers have delivered true complete extent that a Rent-Way Subsidiary is a party, such Rent-Way Subsidiary, and correct 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 contracts, agreements, contract rights, leases, license agreements, franchise rights and agreements, policies, purchase and sales orders, quotations and executory commitments, instruments, guaranties, indemnifications, arrangements and understandings (written or oral) necessary to conduct the Business as presently conducted. (d) To the Knowledge of Sellers and Nextera, all of the Contracts are valid and binding, is in full force and effect effect, and enforceable Rent-Way and each Rent-Way Subsidiary has in accordance with their respective provisionsall material respects performed all obligations to be performed by them to date under each Rent-Way Material Contract, subject to enforceability against except where such nonperformance, individually or in the other party thereto and the effect of applicable bankruptcyaggregate, 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 would not have a proceeding in equity or at law. (e) Except as set forth on Schedule 5.17, none of Sellers Rent-Way Material Adverse Effect. Neither Rent-Way nor Nextera has assigned, mortgaged, pledged, Encumberedany Rent-Way Subsidiary knows of, or otherwise hypothecated has received notice of, any of its right, title violation or interest default under any Contract. (f) Except as set forth in Schedule 5.17, none of Sellers nor Nextera (nor, to the Knowledge knowledge of Sellers and NexteraRent-Way, does there exist any other party thereto) is in violation of, in default in respect of nor has there occurred an event or condition which, which with the passage of time or the giving of notice or notice (or both) both would constitute result in such a violation or default of under) any Rent-Way Material Contract, and, to the Knowledge of Sellers and Nextera, there are no 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 amend, modify, rescind or terminate the same.

Contracts and Commitments. (a) Except for Excluded Assets, Schedule 5.17 lists all material Contracts used in or relating to the Business. (b) Sellers have delivered true complete and correct 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 contracts, agreements, contract rights, leases, license agreements, franchise rights and agreements, policies, purchase and sales orders, quotations and executory commitments, instruments, guaranties, indemnifications, arrangements and understandings (written or oral) necessary to conduct the Business as presently conducted. (d) 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 5.17, none of Sellers nor Nextera has assigned, mortgaged, pledged, Encumbered, or otherwise hypothecated any of its right, title or interest under any Contract. (f) Except as set forth in Schedule 5.17the Company Financial Statements, none no Company Entity has, since June 9, 2008, (i) declared or paid any dividends or authorized or made any distribution upon or with respect to any class or series of Sellers nor Nextera its capital shares or corporate interests, (norii) incurred any indebtedness for money borrowed or any other liabilities individually in excess of $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 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 Assets or rights, other than the sale of its inventory in the ordinary course of business. (b) All of the Material Contracts are valid, binding and enforceable (and, if applicable, were registered with the appropriate Governmental Entity, as required in order to be enforceable) in accordance with their 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 Knowledge Merger, the Surviving Corporation or the Company Entities will be permitted to exercise all of Sellers 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 Nextera, 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) thereto has performed in all material respects all obligations required to be performed by it and is in violation of, not in default under or in respect breach of nor in receipt of any claim of default or breach under any Material Contract, and such Company Entity does not have any present expectation or intention of not fully performing all such obligations, except where any such default or non-performance would not constitute a Company Material Adverse Effect. No event has there occurred an event or condition which, which with the passage of time or the giving of notice or notice (both would result in a default, breach or both) event of noncompliance by the Company Entity party thereto under any Material Contract, except where such event would not constitute a violation or default Company Material Adverse Effect. 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, andtogether with all amendments, waivers or other changes thereto, have been made available to the Knowledge of Sellers and Nextera, there are no 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 counsel 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 amend, modify, rescind or terminate the samePurchaser.

Contracts and Commitments. (a) Except for Excluded Assets, Schedule 5.17 lists all material The Company’s Material Contracts used are set forth in or relating to the Business. (bSection 3.13(a) Sellers have delivered true complete and correct 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 contracts, agreements, contract rights, leases, license agreements, franchise rights and agreements, policies, purchase and sales orders, quotations and executory commitments, instruments, guaranties, indemnifications, arrangements and understandings (written or oralCompany Disclosure Letter. Except as disclosed in Section 3.13(a) necessary to conduct of the Business as presently conducted. (d) To the Knowledge of Sellers and NexteraCompany Disclosure Letter, all of the Material Contracts are valid and bindingvalid, in full force and effect binding and enforceable in accordance with their respective provisionsterms and in full force and effect, subject to enforceability against 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 such Company Entity does not have any present expectation or intention of not fully performing all such obligations, except where any such default or non-performance would not constitute a Company Material Adverse Effect. No event has occurred which with the effect passage of applicable bankruptcy, reorganization, insolvency, moratorium time or similar laws affecting creditors' rights generally and subject to the effect giving of general principles of equity, including, without limitation, the possible unavailability of specific performance notice or injunctive relief, regardless of whether considered both would result in a proceeding in equity default, breach or at lawevent of noncompliance by the Company Entity party thereto under any Material Contract, except where such event would not constitute a Company Material Adverse Effect. 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. (e) Except as set forth on Schedule 5.17, none of Sellers nor Nextera has assigned, mortgaged, pledged, Encumbered, or otherwise hypothecated any of its right, title or interest under any Contract. (fb) Except as set forth in Schedule 5.17the Company Financial Statements or in Section 3.13(b) of the Company Disclosure Letter, none 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 Sellers nor Nextera its capital shares or corporate interests, (nor, to the Knowledge of Sellers and Nextera, ii) incurred any other party thereto) is in violation of, in default in respect of nor has there occurred an event or condition which, with the passage of time or giving or notice (or both) would constitute a violation or default of any Contract, and, to the Knowledge of Sellers and Nextera, there are no facts or circumstances which would reasonably indicate that Sellers or Nextera (indebtedness for money borrowed or any other partyliabilities, (iii) will be made any loans or may be in violation of advances to any Person, other than ordinary course advances for business expenses, or in default in respect (iv) sold, exchanged or otherwise disposed of any Contractof its Company Assets or rights, subsequent to other than the date hereof. sale of its inventory in the ordinary course of business. (c) Except as set forth in Schedule 5.17Section 3.13(c) of the Company Disclosure Letter, the Company has no notice outstanding loans. The repayment schedule for each loan set forth in Section 3.13(c) of the Company Disclosure Letter has been received agreed to, and such agreement has been set forth in a writing executed, by Sellers 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 counsel to Purchaser. The Loan Repayment Agreement has not been amended or Nextera claiming any such default by Sellers or Nextera or indicating the desire or intention of any other party thereto to amendchanged, modifyand no provision therein has been waived, rescind or terminate the samesince its execution.

Contracts and Commitments. (a) Except for Excluded Assetsas 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 5.17 lists all material Contracts used in 3.1(b) is a party to or relating bound by any oral or written contract, 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 BusinessBuyer's SEC Reports or required to be filed, as described in this Section 4.12 is referred to herein as a "BUYER CONTRACT." (b) Sellers have delivered true complete and correct copies Neither Buyer nor any of all written Contracts listed on Schedule 5.17 to the Buyer prior Subsidiaries, nor 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 knowledge of the contracts, agreements, contract rights, leases, license agreements, franchise rights and agreements, policies, purchase and sales orders, quotations and executory commitments, instruments, guaranties, indemnifications, arrangements and understandings (written or oral) necessary to conduct the Business as presently conducted. (d) 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 5.17, none of Sellers nor Nextera has assigned, mortgaged, pledged, Encumbered, or otherwise hypothecated any of its right, title or interest under any Contract. (f) Except as set forth in Schedule 5.17, none of Sellers nor Nextera (nor, to the Knowledge of Sellers and Nextera, Buyer any other party thereto) is in violation ofto a Buyer Contract, in default in respect of has breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under (nor has does there occurred an event or exist any condition under which, with the passage of time or the giving or notice (of notice, or both) would constitute , could reasonably be expected to cause such a breach, violation or default of under) any Buyer Contract, andother than any breaches, violations or defaults which have not had, or could not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect. (c) Each Buyer Contract is a valid, binding and enforceable obligation of Buyer and to the Knowledge knowledge of Sellers Buyer, of the other party or parties thereto, in accordance with its terms, and Nexterain full force and effect, there are no facts except where the failure to be valid, binding, enforceable and in full force and effect has not had, or circumstances which would could not reasonably indicate that Sellers or Nextera (or any other party) will be or expected to have, a Buyer Material Adverse Effect and to the extent enforcement may be in violation limited by applicable bankruptcy, insolvency, moratorium or other laws affecting the enforcement of creditors' rights governing or in default in respect by general principles of any Contract, subsequent to the date hereof. Except as set forth in Schedule 5.17, no notice equity. (d) An accurate and complete copy of each Buyer Contract 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 made available (including via ▇▇▇▇▇) to amend, modify, rescind or terminate the sameBuyer.

Contracts and Commitments. (a) Except for Excluded AssetsThe Disclosure Schedule contains a true, Schedule 5.17 lists complete and correct list and description of the following contracts and agreements, whether written or oral, which relate to AES (collectively, the "Material Contracts"): (i) all contracts, 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 the AES is a party; (ii) all agency, distributor, sales representative and similar agreements to which AES is a party; (iii) all leases, whether operating, capital or otherwise, under which AES is lessor or lessee; and (iv) any licensing agreements, franchise agreements and other material Contracts used in agreement or relating to the Businesscontract entered into by AES. (b) Sellers have delivered true complete and correct 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 contracts, agreements, contract rights, leases, license agreements, franchise rights and agreements, policies, purchase and sales orders, quotations and executory commitments, instruments, guaranties, indemnifications, arrangements and understandings (written or oral) necessary to conduct the Business as presently conducted. (d) 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 5.17the Disclosure Schedule: (i) each contract or agreement, none whether written or oral, which relates to AES (collectively, the "Contracts") is a valid and binding agreement of Sellers nor Nextera AES, enforceable against AES in accordance with its terms, and the Seller has assigned, mortgaged, pledged, Encumbered, no knowledge that any Contract is not a valid and binding agreement of the other parties thereto: (ii) 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 it prior to the Closing Date; (iii) AES is not in breach of or otherwise hypothecated any of its right, title or interest default under any Contract. (f) Except as set forth in Schedule 5.17, none of Sellers nor Nextera (nor, to the Knowledge of Sellers and Nextera, any other party thereto) is in violation of, in default in respect of nor no event has there occurred an event or condition which, which with the passage of time or giving of notice or notice (or both) 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 (an "Inchoate Default"); (iv) to the best knowledge of AES, there is no existing breach or default by any other party to any Contract, and no 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 violation or default breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract, and, to the Knowledge of Sellers and Nextera, ; (vi) there are no facts or circumstances which would reasonably indicate that Sellers or Nextera (Contracts between the Company and Seller or any other partyaffiliate of Seller; and (vii) will be Seller has not received written notice, nor does it have knowledge, that any party to a Contract intends to cancel, terminate or may be in violation of renew such Contract or in default in respect of to exercise or decline to exercise any Contract, subsequent to the date hereof. Except as set forth in Schedule 5.17, no notice has been received by Sellers option or Nextera claiming any such default by Sellers or Nextera or indicating the desire or intention of any other party thereto to amend, modify, rescind or terminate the sameright hereunder.

Contracts and Commitments. (a) Except for Excluded AssetsTo the extent not listed on Schedule 2.1B or Schedule 2.1D, Schedule 5.17 2.1E hereto lists all material Material Contracts used in or relating related to the Business. operation of the Business to which Seller is a party or by which it or any of its assets or properties are bound (b) Sellers have delivered true complete and correct copies of all written Contracts listed each of which have been previously delivered to Buyer). Each Material Contract (whether disclosed on Schedule 5.17 to Buyer prior to the date hereof. (c2.1B, Schedule 2.1D, Schedule 2.1E or otherwise) 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 contracts, agreements, contract rights, leases, license agreements, franchise rights and agreements, policies, purchase and sales orders, quotations and executory commitments, instruments, guaranties, indemnifications, arrangements and understandings (written or oral) necessary to conduct the Business as presently conducted. (d) To the Knowledge of Sellers and Nextera, all of the Contracts are valid and binding, is in full force and effect and enforceable in accordance embodies the complete understanding between the parties thereto 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 respect 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) subject matter thereof. Except as expressly set forth on Schedule 5.172.1E, none of Sellers nor Nextera has assigned, mortgaged, pledged, Encumbered, (i) there exists no material default or otherwise hypothecated claim hereof by any of its right, title or interest under party to any Contract. (f) Except as set forth in Schedule 5.17, none of Sellers nor Nextera (nor, to the Knowledge of Sellers and Nextera, any other party thereto) is in violation of, in default in respect of nor has there occurred an event or condition which, with the passage of time or giving or notice (or both) would constitute a violation or default of any Material Contract, and, to the Knowledge of Sellers and Nextera, (ii) there are no facts or circumstances which conditions which, if continued or noticed, would reasonably indicate result in a default under any Material Contract, (iii) Seller has not received any notice that Sellers any person intends to cancel, modify or Nextera 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 enforceable 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 to general equity principles (whether such enforceability is considered in a proceeding at law or in equity), and (vi) no consent or approval of the other parties to any Material Contract or any other party) will be or may be in violation person pursuant to any Material Contract is required for the consummation of or in default in respect of any Contract, subsequent to the date hereof. Except transactions contemplated herein except as set forth on said Schedule, all of which have been obtained and are in Schedule 5.17full force and effect. (b) No purchase or sale commitments by Seller are in excess of the normal, ordinary and usual requirements of the Business; Seller has no notice outstanding power of attorney to any person, firm or corporation for any purpose whatsoever; and Seller is not restricted by agreement from carrying on the Business in the states of Virginia and West Virginia. (c) With the exception of this Agreement, Seller has been received not made any 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. (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 Sellers or Nextera claiming any such default by Sellers or Nextera or indicating the desire or intention of any other party thereto to amend, modify, rescind or terminate the sameSeller as a customer deposit.

Contracts and Commitments. (a) Except for Excluded Assets, Schedule 5.17 lists all material Contracts used in or relating to the Business. (b) Sellers have delivered true complete and correct 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 contracts, agreements, contract rights, leases, license agreements, franchise rights and agreements, policies, purchase and sales orders, quotations and executory commitments, instruments, guaranties, indemnifications, arrangements and understandings (written or oral) necessary to conduct the Business as presently conducted. (d) 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 5.17, none of Sellers nor Nextera has assigned, mortgaged, pledged, Encumbered, or otherwise hypothecated any of its right, title or interest under any Contract. (f) Except as set forth in Schedule 5.17the Purchaser’s financial statements available on ▇▇▇.▇▇▇▇▇.▇▇▇, none no Purchaser Entity has, since June 9, 2008, (i) declared or paid any dividends or authorized or made any distribution upon or with respect to any class or series of Sellers nor Nextera its capital shares or corporate interests, (nor, to the Knowledge of Sellers and Nextera, ii) incurred any indebtedness for money borrowed or any other party thereto) is liabilities individually in violation ofexcess of $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 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 Purchaser Assets or rights, other than the sale of its inventory in the ordinary course of business. (b) All of the Material Contracts are valid, binding and enforceable (and, if applicable, were registered with the appropriate Governmental Entity, as required in order to be enforceable) in accordance with their 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 respect breach of nor in receipt of any claim of default or breach under any Material Contract, and such Purchaser Entity does not have any present expectation or intention of not fully performing all such obligations, except where any such default or non-performance would not constitute a Purchaser Material Adverse Effect. No event has there occurred an event or condition which, which with the passage of time or the giving of notice or notice (both would result in a default, breach or both) event of noncompliance by the Purchaser Entity party thereto under any Material Contract, except where such event would not constitute a violation or default Purchaser Material Adverse Effect. 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, andtogether with all amendments, waivers or other changes thereto, have been made available to counsel to the Knowledge of Sellers and Nextera, there are no 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 amend, modify, rescind or terminate the sameCompany.

Contracts and Commitments. (a) Except for Excluded Assetsas expressly contemplated by this Agreement or as set forth on the attached CONTRACTS SCHEDULE, Schedule 5.17 lists all material Contracts used in the Company is not a party to or relating to the Businessbound by any written or oral contract, agreement, lease or instrument. (b) Sellers have delivered true complete and correct 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 All of the contracts, agreements, contract rights, leases, license agreementsagreements and instruments set forth or required to be set forth on the CONTRACTS SCHEDULE are valid, franchise rights and agreements, policies, purchase and sales orders, quotations and executory commitments, instruments, guaranties, indemnifications, arrangements and understandings (written or oral) necessary to conduct the Business as presently conducted. (d) To the Knowledge of Sellers and Nextera, all of the Contracts are valid and binding, in full force and effect binding and enforceable in accordance with their respective provisions, subject to enforceability against terms and shall be in full force and effect without penalty in accordance with their terms upon consummation of 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) transactions contemplated hereby. Except as set forth on Schedule 5.17the CONTRACTS SCHEDULE, none (i) the Company has performed all obligations required to be performed by it and is not in default under or in breach of Sellers nor Nextera has assigned, mortgaged, pledged, Encumbered, in receipt of any claim of default or otherwise hypothecated any of its right, title or interest breach under any Contract. contract, lease, agreement or instrument to which the Company is subject; (fii) Except as set forth in Schedule 5.17, none of Sellers nor Nextera (nor, to the Knowledge of Sellers and Nextera, any other party thereto) is in violation of, in default in respect of nor no event has there occurred an event or condition which, which with the passage of time or the giving of notice or notice both would result in a default, breach or event of noncompliance by the Company under any contract, lease, agreement or instrument to which the Company is subject; (iii) the Company does not have any present expectation or bothintention of not fully performing all such obligations; (iv) would constitute a violation no contract or default of any Contract, and, agreement is subject to the Knowledge of Sellers and Nextera, there are no facts or circumstances which would reasonably indicate that Sellers or Nextera (cancellation or any other party) will be or may be in violation of or in default in respect of any Contract, subsequent to material modification by 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 or is subject to amendany penalty, modifyright 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 breach or anticipated breach by the other parties to any contract, rescind lease, agreement, instrument or terminate commitment to which they are parties. The Company is not a party to any contract, agreement or commitment the sameperformance of which could reasonably be expected to 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) Except for Excluded AssetsSchedule 2.6 attached hereto contains a true, Schedule 5.17 lists all material Contracts used in or relating complete and correct list of the following contracts and agreements that are materially related to the BusinessEmployment Business Unit (collectively, the "Contracts"): (i) all contracts, agreements, commitments, purchase orders or other understandings or arrangements to which the Seller is a party or by which the Seller or the Assets is bound which (A) involve payments or receipts by the Seller of more than $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) are of material importance to the Software (as defined in the License Agreement); (ii) all agency, distributor, sales representative and similar agreements materially related to the Employment Business Unit to which the Seller is a party; and (iii) all leases, whether operating, capital or otherwise, materially related to the Employment Business Unit and under which the Seller is lessor or lessee. (b) Sellers have delivered true complete and correct 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 contracts, agreements, contract rights, leases, license agreements, franchise rights and agreements, policies, purchase and sales orders, quotations and executory commitments, instruments, guaranties, indemnifications, arrangements and understandings (written or oral) necessary to conduct the Business as presently conducted. (d) 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 5.17Exhibit D attached hereto: (i) to Seller's knowledge, none each Contract is a valid and binding agreement of Sellers nor Nextera has assignedthe Seller, mortgagedenforceable against the Seller in accordance with its terms, pledgedand the Seller does not have any knowledge that any Contract is not a valid and binding agreement of the other parties thereto; (ii) to Seller's knowledge, Encumbered, the Seller is not in breach of or otherwise hypothecated any of its right, title or interest default under any Contract. (f) Except as set forth in Schedule 5.17, none of Sellers nor Nextera (nor, to the Knowledge of Sellers and Nextera, any other party thereto) is in violation of, in default in respect of nor no event has there occurred an event or condition which, 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; (iii) to 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) both would constitute a violation default by such other party, result in a loss of rights or default result in the creation of any Contractlien, charge or encumbrance thereunder or pursuant thereto; and (iv) to Seller's knowledge, Seller is not restricted by any Contract from carrying on its business solely with respect to the Knowledge Employment Business Unit anywhere in the world. (c) True, correct and complete copies of Sellers and Nextera, there are no 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 all Contracts have previously been delivered by the Seller 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 amend, modify, rescind or terminate the sameBuyer.

Contracts and Commitments. (a) Except for Excluded Assets, Schedule 5.17 lists all material (Material Contracts): All Material Contracts used in or to which White Energy is a party 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, delivered and assigned to White Energy on the Second Court Date, represents and will represent a valid and binding obligation of all of the parties thereto in accordance with their respective terms. (c) (Unexecuted Material Contracts): Having regard to commercial circumstances, White Energy shall use its best efforts to cause to be duly executed and delivered on or before the Second Court Date, 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. (b) Sellers have delivered true complete and correct 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 contracts, agreements, contract rights, leases, license agreements, franchise rights and agreements, policies, purchase and sales orders, quotations and executory commitments, instruments, guaranties, indemnifications, arrangements and understandings (written or oral) necessary to conduct the Business as presently conducted. (d) To the Knowledge (No Defaults): White Energy has not committed any default or event 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 5.17, none of Sellers nor Nextera has assigned, mortgaged, pledged, Encumbered, or otherwise hypothecated any of its right, title or interest default under any Contract. (f) Except as set forth in Schedule 5.17Material Contract and no event has occurred, none of Sellers nor Nextera (nor, to the Knowledge of Sellers and Nextera, any other party thereto) is in violation of, in default in respect of nor has there occurred an event or condition which, with the passage of time or time, the giving or notice (of notice, or both) , would constitute a violation 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 relevant 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) is outside the ordinary course of its Business; (ii) even if entered into in the ordinary course of its Business, involves or is likely 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) is not at arm’s length or not on normal commercial terms; or (iv) is long term, substantial or onerous. (f) (No guarantees given): Other than as 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 not directly or indirectly obliged in any way to guarantee, assume or provide funds to satisfy any obligation of any ContractPerson, andand has not given a letter of comfort to any Person. (g) (Material Contracts sufficient): The Material Contracts that are duly executed, delivered and assigned to White Energy on the Knowledge Second Court Date are sufficient to conduct the Business of Sellers White Energy as currently conducted and Nextera, there are no facts or circumstances which would reasonably indicate that Sellers or Nextera (or any other party) will as expected to be or may be in violation of or in default in respect of any Contract, subsequent to conducted as at 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 amend, modify, rescind or terminate the sameSecond Court Date.

Contracts and Commitments. (a) Except for Excluded Assets, of the Disclosure Schedule 5.17 lists all material Contracts used in or relating to the Business. (b) Sellers have delivered true sets forth a complete and correct copies accurate list of all written Contracts listed on Schedule 5.17 each material Contract (as amended and in effect) 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) respectivelywhich VSCRE or any Subsidiary is a party, the Contracts constitute all or by which any of the contracts, agreements, contract rights, leases, license agreements, franchise rights and agreements, policies, purchase and sales orders, quotations and executory commitments, instruments, guaranties, indemnifications, arrangements and understandings (written them or oral) necessary to conduct the Business as presently conducted. (d) To the Knowledge any 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 equityassets is otherwise bound, including, without limitation, each Pending Property Agreement and Pending IPC Agreement (in each case as amended and in effect as of the possible unavailability date hereof), and attached hereto as Exhibit A are true, accurate and complete copies of specific performance such Pending Property Agreements and Pending IPC Agreements. Seller has provided or injunctive relief, regardless of whether considered in a proceeding in equity or at law. (e) Except as set forth on Schedule 5.17, none of Sellers nor Nextera has assigned, mortgaged, pledged, Encumbered, or otherwise hypothecated any of its right, title or interest under any Contract. (f) Except as set forth in Schedule 5.17, none of Sellers nor Nextera (nor, made available to the Knowledge Buyer true, accurate and complete copies of Sellers and Nexterasuch material Contracts. Neither Seller, VSCRE nor any other party thereto) Subsidiary is in violation of, in default in respect of nor has there occurred an event or condition which, with the passage of time or giving or notice (or both) would constitute a violation breach or default of with respect to any Contract, such material Contract (except for such breaches or defaults as would not reasonably be expected to have a Material Adverse Effect) and, to the Knowledge of Sellers and Nextera, there are no 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 5.17VSCRE, 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 is in breach or default with respect to amendany such material Contract (except for such breaches or defaults as would not reasonably be expected to have a Material Adverse Effect), modifyand, rescind provided Seller obtains the Seller Consents on or terminate before the sameClosing Date, no event has 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 Knowledge of VSCRE, no fact, circumstance or event exists or has occurred which has resulted in or would reasonably be expected to result in (a) 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 all material respects, or (b) any of the covenants and agreements contained any of the Pending Property Agreements or Pending IPC Agreements to not be performed in accordance, in all material respects, with their respective terms.

Contracts and Commitments. (ai) Except for Excluded Assets, Schedule 5.17 lists Globix has made available to NEON a complete and accurate list of all Contracts that are material Contracts used in or relating to the Business. business, assets, liabilities, capitalization, condition (bfinancial or otherwise) Sellers have delivered true or results of operations of Globix and its Subsidiaries, taken as a whole (collectively, the "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 correct copies accurate copy (excluding individual orders related thereto) of all written Contracts listed on Schedule 5.17 to Buyer prior to each Globix Material Contract. As of the date hereof. (cof this Agreement, except as set forth in Section 3.2(u)(i) 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 contractsGlobix Disclosure Schedule, agreements, contract rights, leases, license agreements, franchise rights and agreements, policies, purchase and sales orders, quotations and executory commitments, instruments, guaranties, indemnifications, arrangements and understandings (written or oral) necessary to conduct the Business as presently conducted. (d) To the Knowledge of Sellers and Nextera, all of the Contracts are valid and binding, each Globix Material Contract is in full force and effect and enforceable effect. Except as set forth on Section 3.2(u)(i) of the Globix Disclosure Schedule, neither Globix nor any of its Subsidiaries is in accordance with their respective provisionsmaterial default under (x) any Contract to which it is a party or by which it or any of its properties or assets is bound, subject which violations or defaults would, individually or in the aggregate, have, or are reasonably likely to enforceability against the other party thereto and the effect of applicable bankruptcyhave, reorganizationa Globix Material Adverse Effect, 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(y) any Globix Material Contract. (eii) Except as set forth on Schedule 5.17Section 3.2(u)(ii) of the Globix Disclosure Schedule, none of Sellers nor Nextera has assignedthere is no non-competition or other similar agreement, mortgagedcommitment, pledgedjudgment, Encumberedinjunction or order, or otherwise hypothecated any agreement materially restricting the right to sell services, to which Globix or any of its right, title Subsidiaries is a party or interest under is subject that has or could reasonably be expected to have the effect of prohibiting or impairing in any Contractmaterial respect the conduct of the business of Globix or any of its Subsidiaries as currently conducted and as proposed to be conducted. (fiii) Except as set forth in Schedule 5.17, none Neither Globix nor any of Sellers nor Nextera (norits 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 Sellers Globix, threatened; and Nexterathe consummation of the transactions by Globix contemplated by this Agreement will not result in any such suspension or debarment that, any other party thereto) individually or in the aggregate, is in violation of, in default in respect of nor has there occurred an event or condition which, with the passage of time or giving or notice (or both) would constitute reasonably likely to have a violation or default of any Contract, and, to Globix Material Adverse Effect. To the Knowledge of Sellers and NexteraGlobix, there are is no facts valid basis for (a) the suspension or circumstances which would reasonably indicate that Sellers or Nextera (debarment of Globix or any other partyof its Subsidiaries from bidding on contracts or subcontracts with any Governmental Entity or (b) will be any claim pursuant to an audit or may be investigation by any of the entities named in violation of the foregoing sentence that, individually or in default in respect the aggregate, is reasonably likely to have a Globix Material Adverse Effect. To the Knowledge of Globix, neither Globix nor any Contract, subsequent of its Subsidiaries has any Contracts which require it to the date hereof. Except as set forth in Schedule 5.17, no notice has been received by Sellers obtain or Nextera claiming maintain a security clearance with any such default by Sellers or Nextera or indicating the desire or intention of any other party thereto to amend, modify, rescind or terminate the sameGovernmental Entity.