Common use of Contracts and Commitments Clause in Contracts

Contracts and Commitments. Schedule 1.1(d) hereto is a list ------------------------- of all of the following contracts, agreements, plans, arrangements, or commitments currently in effect for the benefit of or relating to the Business: (a) All contracts, contract rights, purchase orders, agreements and commitments with respect to the sale of products or services; (b) all contracts, contract rights, purchase orders, agreements and commitments for the purchase of supplies, materials, equipment, parts inventory, or other products involving expenditures or commitments in excess of $3,000; (c) All sales agency and distributor agreements or franchises; (d) All other agreements with suppliers of goods and services involving expenditures or commitments in excess of $3,000 or which cannot be terminated on thirty (30) days' notice; (e) All agreements providing for the services of any independent contractor; Except as specified in Schedule 4.18, all of such contracts, agreements, and commitments, are valid, binding, and in full force and effect and there is no existing material default thereunder; and the transaction contemplated by this Agreement will not create nor result in a default thereunder and will not cause acceleration of any obligation of any party thereto or the creation of any lien, encumbrance, or security interest in or upon any Purchased Assets or grant any other right or remedy to a third party; copies of all of the documents described in the aforesaid schedules have been delivered to Buyer or will be delivered upon request and are, or will when delivered be, true and complete in all material respects and include all material amendments, supplements or modifications thereto. Seller shall update Schedule 4.18 as of the Closing Date to reflect changes to such Schedule between the date of this Agreement and the Effective Time; provided that no such changes shall be made to such Schedule without Buyer's prior written consent if such changes, either individually or in the aggregate, would increase the liability of Buyer beyond that which Buyer shall have under the Assigned Contracts as of the date of this Agreement.

Contracts and Commitments. Schedule 1.1(d) hereto is a list ------------------------- of all of the following contracts, agreements, plans, arrangements, or commitments currently in effect for the benefit of or relating to the Business: (a) All Schedule 5.8 to this Agreement lists all material contracts contracts, contract rightsleases, purchase orderscommitments, technology agreements, software development agreements, software licenses, indentures and other agreements to which the Seller is a party (collectively, "Material Contracts"), all of which are included in the Assets except as indicated in Schedule 5.8 except that Schedule 5.8 need not list any such agreement that is listed on any other schedule hereto, or was entered into in the ordinary course of the Businesses of the Seller and commitments with respect to the sale of products or services; that, in any case: (bi) all contracts, contract rights, purchase orders, agreements and commitments is for the purchase of supplies, materials, equipment, parts inventory, supplies or other products inventory items in the ordinary course of the Businesses; (ii) is related to the purchase or lease of any capital asset involving expenditures aggregate payments of less than $25,000 per annum; or commitments in excess of $3,000; (ciii) All sales agency and distributor agreements or franchises; (d) All other agreements with suppliers of goods and services involving expenditures or commitments in excess of $3,000 or which cannot may be terminated without penalty, premium or liability by the Seller on not more than thirty (30) days' prior written notice;; provided however, that Schedule 5.8 shall list all technology agreements, software development agreements and software licenses involving the Seller and all Assumed Liabilities, regardless of the duration thereof or the amount of payments called for or required thereunder, other than standard software licenses of software products available to the Businesses' customers generally. (eb) All agreements providing for the services of any independent contractor; Except as specified set forth in Schedule 4.185.8 to this Agreement, all of such contracts, agreements, and commitments, Material Contracts are valid, binding, and in full force and effect and there is no existing material default thereunder; effect, and the transaction contemplated by this Agreement will not create nor result Seller is in a default thereunder and will not cause acceleration of any obligation of any party thereto or the creation of any lien, encumbrance, or security interest in or upon any Purchased Assets or grant any other right or remedy to a third party; copies of all of the documents described in the aforesaid schedules have been delivered to Buyer or will be delivered upon request and are, or will when delivered be, true and complete compliance in all material respects and include with all material amendments, supplements or modifications thereto. Seller shall update Schedule 4.18 as of the Closing Date Material Contracts and with all Assumed Liabilities, and has not received any written notice that any party to reflect changes any Material Contract is in material breach or default of such Material Contract or is now subject to any condition or event which has occurred and which, after notice or lapse of time or both, would constitute a material default by any party under any such Material Contract. Except as set forth in Schedule between 5.8 to this Agreement, none of the date Material Contracts will be voided, revoked or terminated, or voidable, revocable or terminable, upon and by reason of the assignment thereof to the Buyer pursuant to this Agreement Agreement. The Seller has delivered true and correct copies of all Material Contracts to the Effective Time; provided Buyer. (c) To the best of each Seller's knowledge, no purchase commitment by the Seller relating to the Businesses is materially in excess of the normal, ordinary and usual requirements of the Businesses. (d) Except as set forth in Schedule 5.8 to this Agreement, the Seller does not have any outstanding contracts with or commitments to officers, employees, technicians, agents, consultants or advisors relating to the Businesses that no such changes shall be made to such Schedule are not cancelable by the Seller without Buyer's penalty, premium or liability (for severance or otherwise) on less than thirty (30) days' prior written consent if such changes, either individually or in the aggregate, would increase the liability of Buyer beyond that which Buyer shall have under the Assigned Contracts as of the date of this Agreementnotice.

Contracts and Commitments. Schedule 1.1(d) hereto is a list ------------------------- 4.1.4.1 True, complete and correct copies of all written Assigned Contracts (or a description in reasonable detail if the Assigned Contract has not been reduced to writing), together with all amendments, supplements or modifications thereto have been made available to the Buyers at least three (3) Business Days prior to the date of this Agreement in the Data Room. With respect to each Assigned Contract in the Data Room which is not a purchase order that refers to terms and conditions in an attached exhibit but for which no such exhibit containing terms and conditions is attached, the applicable terms and conditions for such Assigned Contract are the standard terms and conditions used by the Seller at the time such Assigned Contract was entered into, which standard terms and conditions have been made available to the Buyers in the Data Room. With respect to each of the following contractsAssigned Contracts which are purchase orders that refer to ‘the terms and conditions attached’ (or similar language) but for which no such terms and conditions are attached, agreementsthe applicable terms and conditions for such purchase orders are the standard terms and conditions of purchase for purchase orders that have been provided to Buyers. 4.1.4.2 Schedule 2.1.7 lists each Material Contract and identifies those Material Contracts for which the Seller does not have an executed version. Each Material Contract for which the Seller, plansSOC or STC, arrangementsas the case may be, or commitments currently in effect for the benefit of or relating to the Business: has an executed version (aas so identified on Schedule 2.1.7) All contracts, contract rights, purchase orders, agreements and commitments with respect to the sale of products or services; (b) all contracts, contract rights, purchase orders, agreements and commitments for the purchase of supplies, materials, equipment, parts inventory, or other products involving expenditures or commitments in excess of $3,000; (c) All sales agency and distributor agreements or franchises; (d) All other agreements with suppliers of goods and services involving expenditures or commitments in excess of $3,000 or which cannot be terminated on thirty (30) days' notice; (e) All agreements providing for the services of any independent contractor; Except as specified in Schedule 4.18, all of such contracts, agreements, and commitments, are valid, binding, and is in full force and effect and there is valid and binding on the Seller, SOC or STC, as the case may be, and, to the Knowledge of the Seller, the other parties thereto, in accordance with its terms. Except as set forth in Schedule 4.1.4.2, (i) the Seller, SOC or STC, as the case may be, has performed, in all material respects, all obligations to be performed by it under each Material Contract, (ii) none of the Seller, SOC or STC, as the case may be, has materially breached the terms of any Material Contract, nor received from any third party to any such Material Contract written notification that such contract is not in full force and effect, that the Seller has failed to perform its obligations thereunder to date, or that any third party thereto has not performed its obligations thereunder to date, (iii) none of the Seller, SOC or STC, as the case may be, has received any notice of termination or cancellation of any Material Contract, and (iv) to the Knowledge of the Seller, SOC or STC, as the case may be, no existing material default thereunder; other event has occurred and no circumstance or condition exists (including the entry into this Agreement and the transaction consummation of the transactions contemplated by this Agreement will not create nor and the other agreements contemplated herein), that would reasonably be expected to result in a breach or violation of, or a default thereunder and will not cause under, or give rise to any penalty or right of termination, cancellation or acceleration of any obligation right or obligation, or to a loss of any party thereto benefit to which the Seller, SOC or STC, as the creation of any lien, encumbrance, or security interest in or upon any Purchased Assets or grant any other right or remedy to a third party; copies of all of the documents described in the aforesaid schedules have been delivered to Buyer or will be delivered upon request and are, or will when delivered case may be, true and complete is entitled, under (in all material respects and include all material amendmentseach case, supplements with or modifications thereto. Seller shall update Schedule 4.18 as without notice or lapse of the Closing Date to reflect changes to time or both) any such Schedule between the date of this Agreement and the Effective Time; provided that no such changes shall be made to such Schedule without Buyer's prior written consent if such changes, either individually or in the aggregate, would increase the liability of Buyer beyond that which Buyer shall have under the Assigned Contracts as of the date of this AgreementMaterial Contract.

Contracts and Commitments. (a) Schedule 1.1(d) 4.14 annexed hereto is a list ------------------------- of lists all of the following material contracts, agreementsleases, plans------------- commitments, arrangements, or commitments currently in effect for the benefit of or indentures and other agreements relating to the Business: Ultrasound Business to which the Seller is a party (acollectively, "Material Contracts"), except that Schedule 4.14 need not list any such agreement that is listed on any other ------------- Schedule hereto, or was entered into in the ordinary course of the Ultrasound Business and that, in any case: (i) All contracts, contract rights, purchase orders, agreements and commitments with respect to the sale of products or services; (b) all contracts, contract rights, purchase orders, agreements and commitments is for the purchase of supplies, materials, equipment, parts inventory, supplies or other products inventory items in the ordinary course of the Ultrasound Business; (ii) is related to the purchase or lease of any capital asset involving expenditures aggregate payments of less than $25,000 per annum; or commitments in excess of $3,000; (ciii) All sales agency and distributor agreements or franchises; (d) All other agreements with suppliers of goods and services involving expenditures or commitments in excess of $3,000 or which cannot may be terminated by the Seller without penalty, premium or liability on not more than thirty (30) days' prior written notice;; provided, however, that Schedule 4.14 shall list any -------- ------- ------------- agreement or arrangement (written or verbal) between the Seller (on the one hand) and any physicians or persons known to the Seller or the Stockholder to be Affiliates of any physicians (on the other hand), regardless of the amount of payments called for, required or made thereunder. (eb) All agreements providing for To the services best of any independent contractor; Except the Seller's and the Stockholder's knowledge, except as specified set forth in Schedule 4.18, 4.14: (i) all of such contracts, agreements, and commitments, Material Contracts are valid, binding, and in full ------------- force and effect and there effect; (ii) the Seller is no existing material default thereunder; and the transaction contemplated by this Agreement will not create nor result in a default thereunder and will not cause acceleration of any obligation of any party thereto or the creation of any lien, encumbrance, or security interest in or upon any Purchased Assets or grant any other right or remedy to a third party; copies of all of the documents described in the aforesaid schedules have been delivered to Buyer or will be delivered upon request and are, or will when delivered be, true and complete compliance in all material respects with all of its obligations under the Material Contracts, and include all has not received any written notice that any party to any Material Contract is in material amendmentsbreach or default of such Material Contract or is now subject to any condition or event which has occurred and which, supplements after notice or modifications thereto. Seller shall update Schedule 4.18 as lapse of time or both, would constitute a material default by any party under any such contract, lease, agreement or commitment; and (iii) none of the Closing Date to reflect changes to such Schedule between the date of this Agreement Material Contracts will be voided, revoked or terminated, or voidable, revocable or terminable, upon and the Effective Time; provided that no such changes shall be made to such Schedule without Buyer's prior written consent if such changes, either individually or in the aggregate, would increase the liability of Buyer beyond that which Buyer shall have under the Assigned Contracts as by reason of the date of assignment thereof to the Buyer pursuant to this Agreement. (c) To the best of the Seller's and the Stockholder's knowledge, no outstanding purchase commitment relating to the Ultrasound Business is materially in excess of the normal, ordinary and usual requirements of the Ultrasound Business. (d) Except as set forth in Schedule 4.14, the Seller does not have any ------------- outstanding contracts with or commitments to officers, employees, physicians, technicians, agents, consultants or advisors relating to the Ultrasound Business that are not cancelable by the Seller without penalty, premium or liability (for severance or otherwise) on less than thirty (30) days' prior written notice.

Contracts and Commitments. (a) Schedule 1.1(d) 4.11 annexed hereto is a list ------------------------- of lists all of the following material contracts, agreementsleases, planscommitments, arrangements, or commitments currently in effect for the benefit of or indentures and other agreements relating to the Business: Business to which Sellers are a party (acollectively, "Material Contracts"), except that Schedule 4.11 need not list any such agreement that is listed on any other schedule hereto, or was entered into in the ordinary course of the Business and that, in any case: (i) All contracts, contract rights, purchase orders, agreements and commitments with respect to the sale of products or services; (b) all contracts, contract rights, purchase orders, agreements and commitments is for the purchase of supplies, materials, equipment, parts inventory, supplies or other products inventory items in the ordinary course of the Business; (ii) is related to the purchase or lease of any capital asset involving expenditures aggregate payments of less than Five Thousand Dollars ($5,000) per annum by Sellers; or commitments in excess of $3,000; (ciii) All sales agency and distributor agreements or franchises; (d) All other agreements with suppliers of goods and services involving expenditures or commitments in excess of $3,000 or which cannot may be terminated by Sellers without penalty, premium or liability on not more than thirty (30) days' prior written notice;; provided, however, that Schedule 4.11 shall list any agreement or arrangement (written or verbal) between Sellers(on the one hand) and any physicians or persons known to Sellers or Member to be Affiliates of any physicians (on the other hand), regardless of the amount of payments called for, required or made thereunder. (eb) All agreements providing for the services of any independent contractor; Except as specified set forth in Schedule 4.18, all of such contracts, agreements, and commitments, 4.11: (i) Material Contracts are valid, binding, and in full force and effect and there is no existing material default thereundereffect; and the transaction contemplated by this Agreement will not create nor result (ii) Sellers are in a default thereunder and will not cause acceleration of any obligation of any party thereto or the creation of any lien, encumbrance, or security interest in or upon any Purchased Assets or grant any other right or remedy to a third party; copies of all of the documents described in the aforesaid schedules have been delivered to Buyer or will be delivered upon request and are, or will when delivered be, true and complete compliance in all material respects with all of their obligations under the Material Contracts, and include all has not received any written notice that any party to any Material Contracts is in material amendmentsbreach or default of such Material Contracts, supplements to the knowledge of Sellers, or modifications thereto. Seller shall update is now subject to any condition or event which has occurred and which, after notice or lapse of time or both, would constitute a material default by any party under any such contract, lease, agreement or commitment. (c) Except as set forth in Schedule 4.18 as of 4.11, Sellers donot have any outstanding contracts with or commitments to officers, employees, physicians, technicians, agents, consultants or advisors relating to the Closing Date to reflect changes to such Schedule between the date of this Agreement and the Effective Time; provided Business that no such changes shall be made to such Schedule are not cancelable by Sellers without Buyer's penalty, premium or liability (for severance or otherwise) on less than thirty (30) days' prior written consent if such changesnotice. (d) Except for those contracts listed in Schedule 7.2 to be effective after Closing, either individually or in the aggregate, would increase Professional Radiology Services Agreements for the liability of Buyer beyond that which Buyer Business shall have under been terminated by Sellers effective no later than the Assigned Contracts as of the date of this AgreementClosing, without expense or liability to Buyer.

Contracts and Commitments. Schedule 1.1(d) hereto is To the best of MSS' and MSS Shareholder's ------------------------- knowledge, Exhibit 3.10 sets forth a list ------------------------- of all each of the following written or ------------ oral contracts, agreements, planscommitments or other instruments to which MSS is a party or to which it or any of its assets or properties is bound which calls for or requires payments or the provision of goods or services by any party in excess of Ten Thousand Dollars ($10,000) per year (each a "Material Contract") (For purposes of this Section and Section 3.9, arrangementsan agreement which provides for an initial payment or obligation less than Ten Thousand Dollars ($10,000), but which provides for possible future payments or commitments currently obligations, shall be deemed to be in effect for excess of $10,000 if MSS or the benefit Shareholders reasonably expect that the agreement will involve amounts in excess of or relating to Ten Thousand Dollars ($10,000) over the Business:term of the agreement.): (a) All contracts, contract rights, purchase orders, agreements and commitments with respect consulting or similar agreement under which MSS provides any advice or services to the sale a customer of products or servicesMSS; (b) all contractscontinuing contract for the future purchase, contract sale, license, provision or manufacture of products, material, supplies, equipment or services which is not terminable on ninety (90) days' or less notice without cost or other liability to MSS or in which MSS has granted or received manufacturing rights, purchase ordersmost favored customer pricing provisions or exclusive marketing rights relating to any product or services, agreements and commitments for the purchase group of supplies, materials, equipment, parts inventory, products or other products involving expenditures services or commitments in excess of $3,000territory; (c) All sales agency and distributor agreements contract providing for the acquisition of software by MSS, for the development of software for MSS, or franchisesthe license of software to MSS, which software is used or incorporated in any products currently distributed by MSS or services currently provided by MSS or is contemplated to be used or incorporated in any products to be distributed or services to be provided by MSS (other than software generally available to the public at a per copy license fee of less than One Thousand Dollars ($1,000)); (d) All joint venture or partnership contract or agreement or other agreements with suppliers agreement which has involved or is reasonably expected to involve a sharing of goods and services involving expenditures profits or commitments losses in excess of Ten Thousand Dollars ($3,000 or which cannot be terminated on thirty (3010,000) days' noticeper annum with any other party; (e) All agreements providing contract or commitment for the services employment of any independent contractorofficer, employee or consultant of MSS or any other type of contract or understanding with any officer, employee or consultant of MSS which is not immediately terminable by MSS without cost or other liability; (f) indenture, mortgage, trust deed, promissory note, loan agreement, guarantee or other agreement or commitment for the borrowing of money, for a line of credit or for a leasing transaction of a type required to be capitalized in accordance with United States Statement of Financial Accounting Standards No. 13 of the Financial Accounting Standards Board; (g) lease or other agreement under which MSS is lessee of or holds or operates any items of tangible personal property or real property owned by any third party and under which payments to such third party exceed Ten Thousand Dollars ($10,000) per annum; (h) agreement or arrangement for the sale of any assets, properties, services or rights, other than in the ordinary course of business consistent with past practice; (i) agreement which restricts MSS from engaging in any aspect of its business or competing in any line of business in any geographic area; (j) MSS IP Rights Agreements (as defined in Section 3.12 below); (k) agreement relating to the sale, issuance, grant, exercise, award, purchase, repurchase or redemption of any shares of capital stock or other securities of MSS or any options, warrants or other rights to purchase or otherwise acquire any such shares of stock, other securities or options, warrants or other rights therefor; (l) contract with or commitment to any labor union; Except as specified or (m) other agreement, contract, commitment or instrument that is material to the business of MSS or that involves a commitment by MSS in Schedule 4.18excess of Ten Thousand Dollars ($10,000). A copy of each Material Contract, all or if such Material Contract is not in writing a written summary of the material terms thereof, which is required by this Section to be listed on Exhibit 3.10 has been delivered to NetSelect. (Where several Material Contracts that are not in writing contain material terms that do not differ in significant respects from each other, MSS may summarize once the material terms of such contractsMaterial Contracts and then simply identify the various parties to such Material Contracts.) No consent or approval of any third party is required to ensure that, agreementsfollowing the Closing, and commitments, are valid, binding, and any Material Contract shall continue to be in full force and effect and there is no existing material default thereunder; and without any breach or violation thereof caused by virtue of the transaction contemplated Merger or by this Agreement will not create nor result in a default thereunder and will not cause acceleration of any obligation of any party thereto or the creation of any lien, encumbrance, or security interest in or upon any Purchased Assets or grant any other right or remedy to a third party; copies of all of the documents described in the aforesaid schedules have been delivered to Buyer or will be delivered upon request and are, or will when delivered be, true and complete in all material respects and include all material amendments, supplements or modifications thereto. Seller shall update Schedule 4.18 as of the Closing Date to reflect changes to such Schedule between the date of this Agreement and the Effective Time; provided that no such changes shall be made to such Schedule without Buyer's prior written consent if such changes, either individually or in the aggregate, would increase the liability of Buyer beyond that which Buyer shall have under the Assigned Contracts as of the date of transaction called for by this Agreement.

Contracts and Commitments. (1) Schedule 1.1(d5.1(n) hereto is a list ------------------------- of accurately identifies each material Contract currently in force with respect to each Hotel, including (A) all of the following contracts, agreements, plansamendments and other documents evidencing or governing such Contract, arrangements(B) the legal name of the parties to such Contract, (C) the applicable monthly, annual or other periodic fixed rent or charge under such Contract, if any, (D) the equipment, rights, goods or services to which such Contract pertains, and (E) the expiration date of such Contract (including, for this purpose, the earliest date upon which the parties thereunder may terminate the same without liability or payment of any penalty or premium). Each of the Contracts have been made by either by a Seller, or commitments currently in effect by Manager, as agent for a Seller. Except as disclosed on Schedule 5.1(n), no default, or event or condition which upon notice or passage of time or both will mature into a default, exists under any such Contract on the benefit part of the Manager or relating any Seller a party thereto, or to the Business: (a) All contractsSellers' Knowledge, contract rights, purchase orders, agreements and commitments with on the part of any other party to any such Contract. With respect to the sale Contracts listed in Schedule 5.1(n), no party has notified the Manager or any Seller in writing (i) of products or services; (b) all contractsits intention to cease to perform any material services required to be performed by it, contract rights, purchase orders, agreements and commitments for the purchase of supplies, materials, equipment, parts inventorywithout any material payment required to be made by it, or other products involving expenditures terminate any such Contract, or commitments (ii) that any party considers the Manager or any Seller to be in excess of $3,000; (c) All sales agency and distributor agreements breach in any material respect or franchises; (d) All other agreements with suppliers of goods and services involving expenditures default thereunder or commitments in excess of $3,000 potential breach in any material respect or which cannot be terminated on thirty (30) days' notice; (e) All agreements providing for the services of any independent contractor; Except as specified in Schedule 4.18, all of such contracts, agreements, and commitments, are valid, binding, and in full force and effect and there is no existing material potential default thereunder; . Sellers have made available to Buyer complete and the transaction contemplated by this Agreement will not create nor result in a default thereunder and will not cause acceleration of any obligation of any party thereto or the creation of any lien, encumbrance, or security interest in or upon any Purchased Assets or grant any other right or remedy to a third party; correct copies of all items listed on Schedule 5.1(n) that are in writing, and the descriptions contained in Schedule 5.1(n) of the documents described all items listed therein that are not in the aforesaid schedules have been delivered to Buyer or will be delivered upon request writing are complete and are, or will when delivered be, true and complete correct in all material respects and include all material amendmentsrespects. (2) Except for the Reservations, supplements or modifications thereto. Seller shall update Schedule 4.18 as of Leases, the Closing Date to reflect changes to such Schedule between Assumed Contracts, the date of this Agreement Permitted Exceptions and the Effective Time; Permits, and as otherwise expressly provided in this Agreement, there are no agreements, undertakings or arrangements made by any Seller, Manager or any of their Affiliates that no such changes shall will be made binding upon Buyer or any Hotel after Closing. (3) On or prior to such Schedule without Buyer's prior written consent if such changesJuly 1, either individually or in the aggregate2004, would increase the liability of Buyer beyond that which Buyer Sellers shall have completed in full all life safety, ADA and conditional items under the Assigned Contracts as of property improvement plans associated with the date of this AgreementHotels' franchise agreements, that are required to be completed during the terms thereof.

Contracts and Commitments. Schedule 1.1(d(i) hereto is a list ------------------------- of all except as disclosed in Section 3.1(d)(i) of the following contractsDisclosure Letter, agreementsthere exists no condition, plansevent or act that, arrangementswith the giving of notice or lapse of time or both, would constitute a material default or breach by the Vendors or, to the knowledge of the Vendors, any other party thereto under any Assumed Contract which would entitle the Vendors or other contracting party, as applicable, to terminate such Assumed Contract, or commitments currently give rise to a damages claim or change in effect for the benefit of or relating to the Business: (a) All contracts, contract rights, purchase orders, agreements and commitments with respect to the sale of products or services; (b) all contracts, contract rights, purchase orders, agreements and commitments for the purchase of supplies, materials, equipment, parts inventory, or other products involving expenditures or commitments in excess of $3,000; (c) All sales agency and distributor agreements or franchises; (d) All other agreements with suppliers of goods and services involving expenditures or commitments in excess of $3,000 or which cannot be terminated on thirty (30) days' notice; (e) All agreements providing for the services of any independent contractor; Except as specified in Schedule 4.18, all of such contracts, agreementsobligations thereunder, and commitmentswhich would have or reasonably be expected to be material, and all such contracts are valid, binding, in good standing and in full force and effect and there is no existing material default thereunder; and without amendment thereto; (ii) Section 3.1(d)(ii) of the transaction contemplated Disclosure Letter set forth a list of all contracts included in the Assumed Contracts that are in existence as at January 1, 2018 to which any of the descriptions set forth below apply (the “Material Contracts”): (A) any contract for capital expenditures or for the purchase of goods or services in excess of $50,000; (B) any contract with respect to the discharge, storage or removal of effluent, waste or pollutants; (C) any other contract which: (1) provides for payment or performance by this Agreement will not create nor result in a default thereunder and will not cause acceleration of any obligation of any either party thereto having an aggregate value of $50,000; or (2) is not terminable without payment or penalty on one hundred and eighty (180) days (or less) notice; or (3) is between an Affiliate of a Vendor and a Vendor; (D) any contract which is outside the creation Ordinary Course of the Business; (E) any lien, encumbrancecontract which restricts in any way the Business or activities of the Vendors, or security interest in any of them, relating to the Business; or (F) any contract which, if terminated without the consent of the Vendors, or upon any Purchased Assets or grant any other right or remedy of them, would have a Material Adverse Effect; (iii) the Vendors have delivered to a third party; the Purchaser complete copies of all the Material Contracts (or written summaries of the documents described material terms thereof, if not in writing), including all amendments, supplements, modifications and waivers thereof; and (iv) other than amendments made to purchase orders in the aforesaid schedules have been delivered to Buyer or will be delivered upon request and are, or will when delivered be, true and complete in all material respects and include all material amendments, supplements or modifications thereto. Seller shall update Schedule 4.18 as Ordinary Course of the Closing Date Business, the Material Contracts are in full force and effect unamended and there are no outstanding defaults (or events which would constitute a default with the passage of time or giving of notice or both) under such Material Contracts on the part of any of the Vendors or, to reflect changes the knowledge of the Vendors, any other party to such Schedule between Material Contracts, and to the date knowledge of this Agreement and the Effective Time; provided that Vendors, no such changes shall be made other party to such Schedule without Buyer's prior written consent if such changes, either individually Material Contracts intends to terminate or in the aggregate, would increase the liability of Buyer beyond that which Buyer shall have under the Assigned Contracts as of the date of this Agreement.renegotiate a Material Contract;

Contracts and Commitments. Schedule 1.1(d(i) hereto is a list ------------------------- of all All of the following contracts, agreements, plans, arrangements, or commitments currently in effect for the benefit of or relating to the Business: agreements and instruments (a) All contracts, contract rights, purchase orders, agreements and commitments with respect filed as exhibits to the sale of products Company Reports which have not expired in accordance with their terms or services; (b) all contracts, contract rights, purchase orders, agreements which have been entered into since the Audit Date and commitments which will be filed as exhibits to the Form 10-K for the purchase year ended December 31, 1998 (the "Contracts") are valid and legally binding obligations of suppliesthe Company or its Subsidiaries, materialsas the case may be, equipmentand, parts inventoryto the knowledge of the Company, the other parties thereto, and, to the knowledge of the Company or other products involving expenditures or commitments in excess of $3,000; (c) All sales agency and distributor agreements or franchises; (d) All other agreements with suppliers of goods and services involving expenditures or commitments in excess of $3,000 or which cannot be terminated on thirty (30) days' notice; (e) All agreements providing for the services of any independent contractor; Except as specified in Schedule 4.18, all of such contracts, agreements, and commitmentsapplicable Subsidiary, are validenforceable in accordance with their terms subject to bankruptcy, bindinginsolvency, fraudulent transfer, reorganization, moratorium and in full force similar laws of general applicability relating to or affecting creditors' rights and effect and there is no existing material default thereunder; and to general equity principles. To the transaction contemplated by this Agreement will not create nor result in a default thereunder and will not cause acceleration knowledge of any obligation of any party thereto the Company or the creation of any lien, encumbrance, or security interest in or upon any Purchased Assets or grant any other right or remedy to a third party; copies of all of applicable Subsidiary: (i) the documents described in the aforesaid schedules Company and its Subsidiaries have been delivered to Buyer or will be delivered upon request and are, or will when delivered be, true and complete performed in all material respects all obligations required to be performed by them under the Contracts and include are not in material default under or in material breach of any Contract or in receipt of any claim of such default or breach; (ii) no event has occurred which with the passage of time or the giving of notice or both would result in a material default, material breach or event of material noncompliance by the Company or any Subsidiary under any Contract; (iii) neither the Company nor any Subsidiary has any present expectation or intention of not fully performing all its material obligations under the Contracts; (iv) neither the Company nor any Subsidiary has knowledge of any material breach or anticipated material breach by the other parties to any Contract; and (v) neither the Company nor any Subsidiary has any written notice or other communication to the effect that any other party to any Contract intends to terminate such contract, agreement or instrument prior to the expiration of the maximum stated term of such contract, agreement or instrument. (ii) A true and correct copy of each of the Contracts which are referred to in (i)(b) hereof, together with all amendments, supplements waivers or modifications thereto. Seller shall update Schedule 4.18 as of other changes thereto has been supplied or made available to the Closing Date to reflect changes to such Schedule between Investor through the date of this Agreement and the Effective Time; provided that no such changes shall be made to such Schedule without BuyerSEC's prior written consent if such changes, either individually or in the aggregate, would increase the liability of Buyer beyond that which Buyer shall have under the Assigned Contracts as of the date of this AgreementEDGAR filing system.

Contracts and Commitments. Schedule 1.1(d) hereto is a list ------------------------- of all of the following contracts, agreements, plans, arrangements, or commitments currently in effect for the benefit of or relating to the Business: (a) All Schedule 4.15 annexed hereto lists all material contracts, contract rightsleases, purchase orderscommitments, indentures and other agreements to which the Company is a party (collectively, “Material Contracts”), except that Schedule 4.15 need not list any such agreement that is listed on any other Schedule hereto, or was entered into in the ordinary course of the Company’s business and commitments with respect to the sale of products or services; that, in any case: (bi) all contracts, contract rights, purchase orders, agreements and commitments is for the purchase of supplies, materials, equipment, parts inventory, supplies or other products inventory items in the ordinary course of business; (ii) is related to the purchase or lease of any capital asset involving expenditures aggregate payments of less than $10,000 per annum; or commitments in excess of $3,000; (ciii) All sales agency and distributor agreements or franchises; (d) All other agreements with suppliers of goods and services involving expenditures or commitments in excess of $3,000 or which cannot may be terminated without penalty, premium or liability by the Company on not more than thirty (30) days' ’ prior written notice;; provided, however, that Schedule 4.15 shall list any agreement between the Company (on the one hand) and any physicians or persons known to the Stockholder to be Affiliates of any physicians (on the other hand), regardless of the amount of payments called for or required thereunder. (eb) All agreements providing for the services of any independent contractor; Except as specified set forth in Schedule 4.18, 4.15: (i) all of such contracts, agreements, and commitments, Material Contracts are valid, binding, and in full force and effect and there is no existing material default thereundereffect; and (ii) the transaction contemplated by this Agreement will not create nor result in a default thereunder and will not cause acceleration of any obligation of any party thereto or Company and, to the creation of any lien, encumbrance, or security interest in or upon any Purchased Assets or grant any other right or remedy to a third party; copies of all best of the documents described Stockholder’s knowledge, each other party thereto, is in the aforesaid schedules have been delivered to Buyer or will be delivered upon request and are, or will when delivered be, true and complete compliance in all material respects with all of its obligations under the Material Contracts, and include all the Company has not received any notice that any Material Contract is in material amendmentsbreach or default or is now subject to any condition or event which has occurred and which, supplements after notice or modifications thereto. Seller shall update Schedule 4.18 as lapse of time or both, would constitute a material default by any party under any such contract, lease, agreement or commitment; and (iii) none of the Closing Date to reflect changes to such Schedule between Material Contracts will be voided, revoked or terminated, or voidable, revocable or terminable, upon and by reason of the date of this Agreement Merger and the Effective Time; provided that no such changes shall be made to such Schedule without Buyer's prior written consent if such changes, either individually or in the aggregate, would increase the liability change of Buyer beyond that which Buyer shall have under the Assigned Contracts as ownership of the date of Company pursuant to this Agreement. (c) To the best of the Stockholder’s knowledge, no purchase or lease commitment by the Company is materially in excess of the normal, ordinary and usual requirements of the business of the Company. (d) Except as set forth in Schedule 4.15 or in Schedule 4.17, the Company does not have any outstanding contracts with or commitments to officers, employees, physicians, technicians, agents, consultants or advisors that are not cancelable by the Company without penalty, premium or liability (for severance or otherwise) on less than thirty (30) days’ prior written notice.

Contracts and Commitments. Schedule 1.1(d) hereto is a list ------------------------- of all of the following contracts, agreements, plans, arrangements, or commitments currently in effect for the benefit of or relating to the Business: (a) All Schedule 5.13 annexed hereto lists all material contracts, contract rightsleases, purchase orderscommitments, indentures and other agreements to which the Company is a party (collectively,whether or not listed on Schedule 5.13, "Material Contracts"), except that Schedule 5.13 need not list any such agreement that is listed on any other Schedule hereto, or was entered into in the ordinary course of the Company's business and commitments with respect to the sale of products or services; that, in any case: (bi) all contracts, contract rights, purchase orders, agreements and commitments is for the purchase of supplies, materials, equipment, parts inventory, supplies or other products inventory items in the ordinary course of business; (ii) is related to the purchase or lease of any capital asset involving expenditures aggregate payments of less than $2,500 per annum; or commitments in excess of $3,000; (ciii) All sales agency and distributor agreements or franchises; (d) All other agreements with suppliers of goods and services involving expenditures or commitments in excess of $3,000 or which cannot may be terminated without penalty, premium or liability by the Company on not more than thirty (30) days' prior written notice;. (eb) All agreements providing for the services of any independent contractor; Except as specified set forth in Schedule 4.18, 5.13: (i) all of such contracts, agreements, and commitments, Material Contracts are valid, binding, and in full force and effect and there is no existing material default thereundereffect; and (ii) the transaction contemplated by this Agreement will not create nor result in a default thereunder and will not cause acceleration of any obligation of any party thereto or Company and, to the creation of any lien, encumbrance, or security interest in or upon any Purchased Assets or grant any other right or remedy to a third party; copies of all best of the documents described Principal Stockholder's knowledge, each other party thereto, is in the aforesaid schedules have been delivered to Buyer or will be delivered upon request and are, or will when delivered be, true and complete compliance in all material respects with all of its obligations under the Material Contracts, and include all the Company has not received any written notice that any Material Contract is in material amendmentsbreach or default or is now subject to any condition or event which has occurred and which, supplements after notice or modifications thereto. Seller shall update Schedule 4.18 as lapse of time or both, would constitute a material default by any party under any such contract, lease, agreement or commitment; and (iii) none of the Closing Date to reflect changes to such Schedule between Material Contracts will be voided, revoked or terminated, or voidable, revocable or terminable, upon and by reason of the date of this Agreement Merger and the Effective Time; provided that no such changes shall be made to such Schedule without Buyer's prior written consent if such changes, either individually or in the aggregate, would increase the liability change of Buyer beyond that which Buyer shall have under the Assigned Contracts as ownership of the date of Company pursuant to this Agreement. (c) To the best of the Principal Stockholder's knowledge, no purchase or lease commitment by the Company is materially in excess of the normal, ordinary and usual requirements of the business of the Company. (d) Except as set forth in Schedule 5.13 or in Schedule 5.15, the Company does not have any outstanding contracts with or commitments to officers, employees, technicians, agents, consultants or advisors that are not cancelable by the Company without penalty, premium or liability (for severance or otherwise) on less than thirty (30) days' prior written notice.

Contracts and Commitments. (1) Schedule 1.1(d5.1(n) hereto accurately identifies each Contract that provides for annual payments equal to or greater than $10,000, or which is otherwise material to the business or operations of any Hotel (each, a list ------------------------- "Material Contract") currently in force with respect to each Hotel. Each of the Material Contracts has been made either by a Seller, or by Manager, as agent for a Seller. Except as disclosed on Schedule 5.1(n), no default, or event or condition which upon notice or passage of time or both will mature into a default, exists under any such Material Contract on the part of the Manager or any Seller a party thereto, or to the Sellers' Knowledge, on the part of any other party to any such Material Contract. With respect to the Material Contracts listed in Schedule 5.1(n), neither the Manager nor any Seller has received written notice (i) of a party's intention to cease to perform any material services required to be performed by it, without any material payment required to be made by it, or terminate any such Material Contract, or (ii) that any party considers the Manager or any Seller to be in breach in any material respect or default thereunder or in potential breach in any material respect or potential default thereunder. Sellers have made available to Buyer complete and correct copies of all items listed on Schedule 5.1(n) that are in writing, and the descriptions contained in Schedule 5.1(n) of all items listed therein that are not in writing are complete and correct. (2) Except for the following contractsReservations, Leases, the Assumed Contracts, the Permitted Exceptions and the Permits, and as otherwise expressly provided in this Agreement, there are no agreements, plansundertakings or arrangements made by any Seller, arrangementsManager or any of their Affiliates that will be binding upon Buyer or any Hotel after Closing. (3) Except as set forth on Schedule 5.1(n)(3), or commitments currently in effect for all actions required to have been taken by Sellers pursuant to the benefit of or Courtyard Franchise Agreement dated February 3, 1992 between Marriott International Inc. and Crown American Associates (the "Bensalem Franchise Agreement") relating to the Business: (a) All contractsBensalem Courtyard located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, contract rights▇▇▇▇▇▇▇▇, purchase orders, agreements and commitments ▇▇▇▇▇▇▇▇▇▇▇▇ with respect to any property improvement plan have been completed in full in accordance with the sale requirements of products or services;the Bensalem Franchise Agreement and any other written instructions of the franchisor thereunder. (b) all contracts, contract rights, purchase orders, agreements and commitments for the purchase of supplies, materials, equipment, parts inventory, or other products involving expenditures or commitments in excess of $3,000; (c4) All sales agency and distributor agreements or franchises; (d) All other agreements with suppliers of goods and services involving expenditures or commitments in excess of $3,000 or which cannot be terminated on thirty (30) days' notice; (e) All agreements providing for the services of any independent contractor; Except as specified in Schedule 4.18, all of such contracts, agreements, and commitments, are valid, binding, and in full force and effect and there is no existing material default thereunder; and the transaction contemplated by this Agreement will not create nor result in a default thereunder and will not cause acceleration of any obligation of any party thereto or the creation of any lien, encumbrance, or security interest in or upon any Purchased Assets or grant any other right or remedy to a third party; copies of all of the documents described in the aforesaid schedules Vouchers have been delivered to Buyer or will be delivered upon request and are, or will when delivered be, true and complete in issued with a fixed-dollar face amount. Schedule 5.1(n)(4) sets forth all material respects and include all material amendments, supplements or modifications thereto. Seller shall update Schedule 4.18 outstanding Vouchers as of April 15, 2004, including the Closing Date to reflect changes to such Schedule between the date of this Agreement and the Effective Time; provided that no such changes shall be made to such Schedule without Buyer's prior written consent if such changes, either individually or in the aggregate, would increase the liability of Buyer beyond that which Buyer shall have under the Assigned Contracts as of the date of this Agreementface amount thereof.

Contracts and Commitments. Schedule 1.1(d(a) hereto is a A complete and accurate list ------------------------- of all of the following contracts and agreements (whether written or oral) of the Companies (such contracts and agreements, the contracts and agreements as set forth in Section 4.13(b) of the Disclosure Schedule and all agreements relating to Intellectual Property set forth in Section 4.12 of the Disclosure Schedule being "Material Contracts") shall be delivered by Seller to Buyer on or before December 15, 1995 and shall constitute Section 4.13(a) of the Disclosure Schedule: (i) agreements providing for royalty obligations relating to any of the Products which has generated at least $250,000 in revenue within the Companies' last three fiscal years or which is reasonably anticipated to generate revenue of at least $250,000 in fiscal year 1995 or fiscal year 1996; (ii) agreements providing for advances made with respect to or on account of the Products which remain outstanding and which have not been written off; (iii) (A) editorial development agreements relating to the Products which have involved or are reasonably anticipated to involve commitments of over $50,000 and which have not been fully performed and (B) distributor, dealer or manufacturer's representative contracts or agreements relating to the Products which are currently offered for sale by either of the Companies (to the extent the obligations under such agreements are not reflected on the Disclosure Schedule lists provided pursuant to Section 4.13(a)(i) and (ii)); (iv) distributor, dealer or manufacturer's representative contracts or agreements which are not terminable on less than 90 days notice without cost or other liability to the Company or Companies party thereto (except for contracts which, in the aggregate, are not material to the NewMedia Busi- ness); (v) sales contracts which entitle any customer to a rebate or right of set-off, to return any product to either of the Companies after acceptance thereof or to delay the acceptance thereof; (vi) contracts or other commitments with any supplier containing any provision permitting any party other than the Company or Companies party thereto to renegotiate the price or other terms, or containing any pay-back or other similar provision, upon the occurrence of a failure by that Company to meet its obligations under the contract when due or the occurrence of any other event; (vii) credit agreements, notes, indentures, security agreements, pledges, guarantees of or agreements to acquire any such debt obligation of others or similar documents relating to indebtedness for borrowed money (including without limitation interest rate or currency swaps, ▇▇▇▇▇▇ or straddles or similar transactions) to which either of the Companies is a party or by which any of their respective assets are bound, restricted or encumbered; (viii) all employment, consulting, severance or termination agreements which require or may require either of the Companies to pay more than $50,000 in base salary in the case of employment contracts in any 12-month period; (ix) agreement, or group of related agreements with the same party or any group of affiliated parties, requiring payments in excess of $50,000 per year, under which either of the Companies has leased or has agreed to lease any property as lessee or lessor; (x) all deeds, title documents, title reports or similar documents related to any real property owned by either of the Companies; and (xi) all contracts, agreements, plansarrangements or understandings with Seller or any affiliate or associate (as such terms are defined in Rule 12b-2 under the Securities Exchange Act of 1934, arrangementsas amended) of Seller, together with a description of the nature of any applicable affiliate or commitments currently associate relationship. (b) Except as set forth in effect Section 4.13(b) of the Disclosure Schedule, which shall be delivered by Seller to Buyer on or before December 15, 1995: (i) no supply or purchase contract of either of the Companies (or group of related contracts with the same party): (A) continues for a period of more than six months (including renewals or extensions at the option of another party); (B) requires payment by the Company or Companies party thereto of more than $50,000 in any 12-month period; or (C) is not terminable by the Company or Companies party thereto without penalty upon notice of 30 days or less (excluding any contract or group of contracts with a customer of either of the Companies for the sale, lease, license or rental of Products of either of the Companies if such contract or group of contracts was entered into in the ordinary course of the NewMedia Business); (ii) neither of the Companies has any agreement, arrangement or understanding with respect to payment of (A) minimum royalty or license fees or (B) fees, costs and expenses in connection with "work for hire" which, in the case of any such agreement, arrangement or understanding or group of related agreements, arrangements or understandings, provide for payments in excess of $150,000; (iii) neither of the Companies has any outstanding contract with respect to the employment of any officer, individual, employee, agent, consultant, adviser, salesperson, representative or other person (whether of a legally binding nature or in the nature of informal understandings) on a full-time, part-time, contract or consulting basis which is not terminable by the Company or Companies party thereto on notice of 30 days or less without cost or other liability to the Company or Companies party thereto, including without limitation any penalty or premium or provision for the payment of any bonus or commission based on sales or earnings; (iv) neither of the Companies has any pension, profit-sharing, bonus, severance pay, retirement, hospitalization, insurance, stock purchase, stock option or other benefit plan, arrangement, understanding or agreement with or for the benefit of any Person (a "Benefit Plan") or relating to the Business: (a) All contractsany other employment or consulting agreement that contains any severance or termination pay, contract rights, purchase orders, agreements and commitments with respect to the sale of products liability or servicesobligation; (bv) all contractsneither of the Companies has any Benefit Plan other than group insurance plans applicable to employees generally; (vi) neither of the Companies has any employee to whom it is paying base salary at an annual rate of more than $100,000 for services rendered; (vii) neither of the Companies is restricted by any agreement from carrying on the NewMedia Business in any material respect anywhere in the world (other than by geographic or use restrictions contained in licenses relating to Intellectual Property); (viii) neither of the Companies has any outstanding loan to any Person, other than travel advances to employees for travel and entertainment expenses in the ordinary course of the NewMedia Business; (ix) neither of the Companies has any power of attorney outstanding (except those granted in the ordinary course of the NewMedia Business) or any obligation or liability (whether absolute, accrued, contingent or otherwise), as surety, co-signer, endorser, co-maker, indemnitor or otherwise in respect of the obligation of any Person; (x) there exists no voting trust, stockholders' agreement, pledge agreement or buy-sell agreement relating to any securities of either of the Companies which is or will be in effect as of the Closing; (xi) neither of the Companies has any agreement or obligation (contingent or otherwise) to issue or sell or to repurchase or otherwise acquire or retire any shares of its capital stock or any of its other equity securities; and (xii) neither of the Companies has any other contract rightswhich is material to its business, purchase ordersoperations or prospects or any other contract, agreements and commitments for instrument, commitment, plan or arrangement, a copy of which would be required to be filed with the purchase of suppliesSEC as an exhibit to a registration statement on Form S-1, materials, equipment, parts inventory, or other products involving expenditures or commitments in excess of $3,000;if that Company were registering securities under the Securities Act. (c) All sales agency The Material Contracts constitute all contracts, agreements and distributor agreements or franchises; (d) All other agreements with suppliers of goods and services involving expenditures or commitments in excess of $3,000 or which cannot be terminated on thirty (30) days' notice; (e) All agreements providing arrangements necessary for the services conduct of any independent contractor; Except the NewMedia Business in substantially the same manner as specified in Schedule 4.18it is presently conducted. Each Material Contract is, all to the best knowledge of such contractsSeller, agreementsvalid and binding on the other party or parties thereto (subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights and commitments, are valid, binding, remedies generally and general principles of equity) and is in full force and effect and there shall continue in full force and effect without penalty or other adverse consequence. Neither of the Companies nor, to the best knowledge of Seller, any other party to any Material Contract is no existing material default thereunder; and the transaction contemplated by this Agreement will not create nor result in a default thereunder and will not cause acceleration of any obligation of any party thereto or the creation of any lien, encumbrancebreach of, or security interest in default under, any Material Contract, which breach or upon any Purchased Assets default has or grant any other right or remedy could reasonably be expected to have a third party; copies of all of the documents described in the aforesaid schedules have been delivered to Buyer or will be delivered upon request and are, or will when delivered be, true and complete in all material respects and include all material amendments, supplements or modifications thereto. Seller shall update Schedule 4.18 as of the Closing Date to reflect changes to such Schedule between the date of this Agreement and the Effective Time; provided that no such changes shall be made to such Schedule without Buyer's prior written consent if such changes, either individually or in the aggregate, would increase the liability of Buyer beyond that which Buyer shall have under the Assigned Contracts as of the date of this AgreementMaterial Adverse Effect.

Contracts and Commitments. Schedule 1.1(d) hereto is a list ------------------------- of all of the following contracts, agreements, plans, arrangements, or commitments currently in effect for the benefit of or relating to the Business: (a) All Schedule 2.13 annexed hereto lists all material contracts, contract rightsleases, purchase orderscommitments, technology agreements, software development agreements, web design agreements, hosting agreements, software or technology licenses, consulting agreements, employment agreements and commitments with respect employment offer letters, indentures and other agreements to which the sale Company is a party (collectively, "Material Contracts"), except that Schedule 2.13 need not list any such agreement that is listed on any other Schedule hereto, or was entered into in the ordinary course of products or services; the business of the Company and that, in any case: (bi) all contracts, contract rights, purchase orders, agreements and commitments is for the purchase of supplies, materials, equipment, parts inventory, supplies or other products inventory items in the ordinary course of business; (ii) is related to the purchase or lease of any capital asset involving expenditures aggregate payments of less than $5,000 per annum; or commitments in excess of $3,000; (ciii) All sales agency and distributor agreements or franchises; (d) All other agreements with suppliers of goods and services involving expenditures or commitments in excess of $3,000 or which cannot may be terminated without penalty, premium or liability by the Company on not more than thirty (30) days' prior written notice; (e) All agreements providing for the services of any independent contractor; Except as specified in provided, however, that Schedule 4.182.13 shall list all technology agreements, all of such contractssoftware or development agreements, web design agreements, hosting agreements, and commitmentssoftware or technology licenses involving the Company or any Affiliate, regardless of the duration thereof or the amount of payments called for or required thereunder. (b) Except as set forth in Schedule 2.13: (i) all Material Contracts are valid, binding, and in full force and effect effect; (ii) the Company is in compliance with all of its obligations under the Material Contracts, and there has not received any written notice that any Material Contract is in breach or default or is now subject to any condition or event which has occurred and which, after notice or lapse of time or both, would constitute a default by any party under any such contract, lease, agreement or commitment; and (iii) none of the Material Contracts will be voided, revoked or terminated, or become voidable, revocable or terminable, upon and by reason of the Merger and the change of ownership of the Company pursuant to this Agreement; (c) There is no existing material default thereunder; and outstanding power of attorney granted by the transaction contemplated by this Agreement will not create nor result in a default thereunder and will not cause acceleration of Company to any obligation of person, firm or corporation for any party thereto or the creation of any lien, encumbrance, or security interest in or upon any Purchased Assets or grant any other right or remedy to a third party; copies of all of the documents described in the aforesaid schedules have been delivered to Buyer or will be delivered upon request and are, or will when delivered be, true and complete in all material respects and include all material amendments, supplements or modifications thereto. Seller shall update Schedule 4.18 as of the Closing Date to reflect changes to such Schedule between the date of this Agreement and the Effective Time; provided that no such changes shall be made to such Schedule without Buyer's prior written consent if such changes, either individually or in the aggregate, would increase the liability of Buyer beyond that which Buyer shall have under the Assigned Contracts as of the date of this Agreementpurpose whatsoever.

Contracts and Commitments. Schedule 1.1(d) hereto is a list ------------------------- of all of the following contracts, agreements, plans, arrangements, or commitments currently in effect for the benefit of or relating to the Business: (a) All contractsSchedule 3.14 (a) attached hereto lists: (i) all contracts or commitments whether written or oral that require the expenditure of, contract rightsor involve the receipt of, purchase ordersmore than One Hundred Fifty Thousand Dollars ($150,000) in any consecutive twelve month period after the date hereof by Pictorial, other than those terminable on not more than ninety (90) days notice without penalty; (ii) all agreements governing long term indebtedness or any guarantee thereof to which Pictorial is a party; (iii) all material licensing agreements with third parties to which Pictorial is a party; (iv) all real property leases to which Pictorial is a party, (v) all agreements under which Pictorial agrees to deal exclusively with, or not deal with, any party and commitments (vi) all agreements under which Pictorial agrees to refrain from competing with respect to the sale of products any party or services;in any product line or geographic area (collectively, "Material Contracts"). (b) all contractsPictorial has not obtained any letter of credit or given any irrevocable power of attorney that is outstanding or will be in effect on the Closing Date to any person, contract rights, purchase orders, agreements and commitments firm or corporation for the purchase of supplies, materials, equipment, parts inventory, or other products involving expenditures or commitments in excess of $3,000;any purpose whatsoever. (c) All sales agency and distributor agreements Pictorial is not in default, nor to Seller's knowledge is there any basis for any claim of default, nor to Seller's knowledge is any other party in default, under any of the Material Contracts, except such claim or franchises; (d) All other agreements with suppliers of goods and services involving expenditures or commitments in excess of $3,000 or which candefault as would not be terminated on thirty (30) days' notice; (e) reasonably likely to have a Material Adverse Effect. All agreements providing for the services of any independent contractor; Except as specified in Schedule 4.18, all of such contracts, agreements, and commitments, Material Contracts are valid, binding, and in full force and effect and there is no existing material default thereunder; are valid and the transaction contemplated by this Agreement will not create nor result in a default thereunder enforceable against Pictorial. (d) Seller has heretofore delivered or made available to Purchaser true and will not cause acceleration of any obligation of any party thereto or the creation of any lien, encumbrance, or security interest in or upon any Purchased Assets or grant any other right or remedy to a third party; correct copies of all of the documents described in Material Contracts. (e) Schedule 3.14(e) attached hereto lists the aforesaid schedules have been delivered to Buyer or will be delivered upon request top ten (10) customers of Pictorial for the four fiscal quarters ended December 31, 1999 based on Pictorial's revenues during such period (the "Material Customers") and are, or will when delivered be, true and complete in all material respects and include all material amendments, supplements or modifications thereto. Seller shall update Schedule 4.18 as a classification of the Closing Date to reflect changes to products and services from which such Schedule between the date of this Agreement revenues were derived as either training or software products and the Effective Time; provided that no such changes shall be made to such Schedule without Buyer's prior written consent if such changes, either individually or in the aggregate, would increase the liability of Buyer beyond that which Buyer shall have under the Assigned Contracts as services. As of the date of this Agreementhereof, Pictorial has not received any written notice and to Seller's knowledge, any oral notice, from any Material Customer that such Material Customer intends to stop doing business with Pictorial or to materially reduce its purchases from Pictorial.

Contracts and Commitments. (a) Schedule 1.1(d) 4.14 annexed hereto is a list ------------------------- of lists all of the following material contracts, agreementsleases, plans------------- commitments, arrangements, or commitments currently in effect for the benefit of or indentures and other agreements relating to the Business: Business to which any Company is a party (acollectively, "Material Contracts"), except that Schedule 4.14 need not list any such agreement that is listed on any other ------------- Schedule hereto, or was entered into in the ordinary course of the Business and that, in any case: (i) All contracts, contract rights, purchase orders, agreements and commitments with respect to the sale of products or services; (b) all contracts, contract rights, purchase orders, agreements and commitments is for the purchase of supplies, materials, equipment, parts inventory, supplies or other products inventory items in the ordinary course of the Business; (ii) is related to the purchase or lease of any capital asset involving expenditures aggregate payments of less than $25,000 per annum; or commitments in excess of $3,000; (ciii) All sales agency and distributor agreements or franchises; (d) All other agreements with suppliers of goods and services involving expenditures or commitments in excess of $3,000 or which cannot may be terminated by the subject Company without penalty, premium or liability on not more than thirty (30) days' prior written notice;; provided, however, that Schedule 4.14 shall list any agreement or arrangement -------- ------- ------------- (written or verbal) between any Company (on the one hand) and any physicians or persons known to any Company or the Stockholder to be Affiliates of any physicians (on the other hand), regardless of the amount of payments called for, required or made thereunder. (eb) All agreements providing for To the services best of any independent contractor; Except the Stockholder's knowledge, except as specified set forth in Schedule 4.18, 4.14: (i) all of such contracts, agreements, and commitments, Material Contracts are valid, binding, and in full force and effect and there effect; (ii) ------------- the subject Company is no existing material default thereunder; and the transaction contemplated by this Agreement will not create nor result in a default thereunder and will not cause acceleration of any obligation of any party thereto or the creation of any lien, encumbrance, or security interest in or upon any Purchased Assets or grant any other right or remedy to a third party; copies of all of the documents described in the aforesaid schedules have been delivered to Buyer or will be delivered upon request and are, or will when delivered be, true and complete compliance in all material respects with all of its obligations under the Material Contracts, and include all has not received any written notice that any party to any Material Contract is in material amendmentsbreach or default of such Material Contract or is now subject to any condition or event which has occurred and which, supplements after notice or modifications thereto. Seller shall update Schedule 4.18 as lapse of time or both, would constitute a material default by any party under any such contract, lease, agreement or commitment; and (iii) none of the Closing Date to reflect changes to such Schedule between the date of this Agreement Material Contracts will be voided, revoked or terminated, or voidable, revocable or terminable, upon and the Effective Time; provided that no such changes shall be made to such Schedule without Buyer's prior written consent if such changes, either individually or in the aggregate, would increase the liability of Buyer beyond that which Buyer shall have under the Assigned Contracts as by reason of the date change of ownership of the Companies pursuant to this Agreement. (c) To the best of the Stockholder's knowledge, no outstanding purchase commitment relating to the Business is materially in excess of the normal, ordinary and usual requirements of the Business. (d) Except as set forth in Schedule 4.14, none of the Companies has ------------- any outstanding contracts with or commitments to officers, employees, physicians, technicians, agents, consultants or advisors relating to the Business that are not cancelable by such Company without penalty, premium or liability (for severance or otherwise) on less than thirty (30) days' prior written notice.

Contracts and Commitments. (1) Schedule 1.1(d5.1(n) hereto is a list ------------------------- of accurately identifies each material Contract currently in force with respect to each Hotel, including (A) all of the following contracts, agreements, plansamendments and other documents evidencing or governing such Contract, arrangements(B) the legal name of the parties to such Contract, (C) the applicable monthly, annual or other periodic fixed rent or charge under such Contract, if any, (D) the equipment, rights, goods or services to which such Contract pertains, and (E) the expiration date of such Contract (including, for this purpose, the earliest date upon which the parties thereunder may terminate the same without liability or payment of any penalty or premium). Each of the Contracts have been made by either by a Seller, or commitments currently in effect by Manager, as agent for a Seller. Except as disclosed on Schedule 5.1(n), no default, or event or condition which upon notice or passage of time or both will mature into a default, exists under any such Contract on the benefit part of the Manager or relating any Seller a party thereto, or to the Business: (a) All contractsSellers’ Knowledge, contract rights, purchase orders, agreements and commitments with on the part of any other party to any such Contract. With respect to the sale Contracts listed in Schedule 5.1(n), no party has notified the Manager or any Seller in writing (i) of products or services; (b) all contractsits intention to cease to perform any material services required to be performed by it, contract rights, purchase orders, agreements and commitments for the purchase of supplies, materials, equipment, parts inventorywithout any material payment required to be made by it, or other products involving expenditures terminate any such Contract, or commitments (ii) that any party considers the Manager or any Seller to be in excess of $3,000; (c) All sales agency and distributor agreements breach in any material respect or franchises; (d) All other agreements with suppliers of goods and services involving expenditures default thereunder or commitments in excess of $3,000 potential breach in any material respect or which cannot be terminated on thirty (30) days' notice; (e) All agreements providing for the services of any independent contractor; Except as specified in Schedule 4.18, all of such contracts, agreements, and commitments, are valid, binding, and in full force and effect and there is no existing material potential default thereunder; . Sellers have made available to Buyer complete and the transaction contemplated by this Agreement will not create nor result in a default thereunder and will not cause acceleration of any obligation of any party thereto or the creation of any lien, encumbrance, or security interest in or upon any Purchased Assets or grant any other right or remedy to a third party; correct copies of all items listed on Schedule 5.1(n) that are in writing, and the descriptions contained in Schedule 5.1(n) of the documents described all items listed therein that are not in the aforesaid schedules have been delivered to Buyer or will be delivered upon request writing are complete and are, or will when delivered be, true and complete correct in all material respects and include all material amendmentsrespects. (2) Except for the Reservations, supplements or modifications thereto. Seller shall update Schedule 4.18 as of Leases, the Closing Date to reflect changes to such Schedule between Assumed Contracts, the date of this Agreement Permitted Exceptions and the Effective Time; Permits, and as otherwise expressly provided in this Agreement, there are no agreements, undertakings or arrangements made by any Seller, Manager or any of their Affiliates that no such changes shall will be made binding upon Buyer or any Hotel after Closing. (3) On or prior to such Schedule without Buyer's prior written consent if such changesJuly 1, either individually or in the aggregate2004, would increase the liability of Buyer beyond that which Buyer Sellers shall have completed in full all life safety, ADA and conditional items under the Assigned Contracts as of property improvement plans associated with the date of this AgreementHotels’ franchise agreements, that are required to be completed during the terms thereof.

Contracts and Commitments. Schedule 1.1(d(a) hereto is a list ------------------------- of all Section 1.1(b)(ii) of the following contracts, agreements, plans, arrangements, or commitments currently in effect for the benefit Disclosure Schedule lists all Contracts of or relating to the BusinessSeller: (ai) All contractswith expected receipts or expenditures in excess of $10,000 over the life of such contract; (ii) requiring Seller to indemnify any person or entity; (iii) granting any exclusive rights to any party (including without limitation any exclusive rights to distribute or sublicense any of the Software); (iv) providing for the sole supply of any goods or products, contract rightsor requiring Seller to purchase all of its requirements from a third party or requiring a third party to purchase all of its requirements from Seller; (v) evidencing indebtedness for borrowed or loaned money of $10,000 or more, purchase orders, agreements and commitments with respect including guarantees of such indebtedness; or (vi) that could reasonably be expected to have a material adverse effect on the sale of products Assets or services;the Business if breached by Seller . (b) The Contracts comprise all of the contracts, contract rights, purchase orders, agreements and commitments arrangements used or held for use in the Business. Seller has performed all of their obligations that are presently due under the terms of each Contract and is not in default thereunder. No event, act or omission has occurred which, but for the purchase giving of suppliesnotice or lapse of time or both, materials, equipment, parts inventory, or other products involving expenditures or commitments in excess of $3,000; (c) All sales agency and distributor agreements or franchises; (d) All other agreements with suppliers of goods and services involving expenditures or commitments in excess of $3,000 or which cannot be terminated on thirty (30) days' notice; (e) All agreements providing for the services of would constitute a default by Seller under any independent contractor; Except as specified in Schedule 4.18, all of such contracts, agreements, and commitments, are valid, binding, and Contract. Each Contract is in full force and effect and there is no existing material default thereunder; valid and binding on all parties thereto except as enforceability may be limited by bankruptcy, insolvency, moratorium and other laws affecting the transaction contemplated by this Agreement will not create nor result rights of creditors generally. Except as set forth in a default thereunder and will not cause acceleration of any obligation of any party thereto or the creation of any lien, encumbrance, or security interest in or upon any Purchased Assets or grant any other right or remedy to a third party; copies of all Section 4.10(b) of the documents described Disclosure Schedule, Seller have received no notice of default, cancellation or termination in connection with any such Contract, and is not aware that any such action is currently contemplated or threatened. (c) Section 1.1(b)(ii) of the Disclosure Schedule lists all Contracts that require a novation or consent to assignment, as the case may be, so that Buyer may be made a party in place of Seller or become a valid assignee (the “Contracts Requiring Consent”). Such list is complete, accurate and includes every Contract where the failure to obtain such novation or consent to assignment would have a material adverse effect on Buyer’s ability to operate the Business in the aforesaid schedules have been delivered same manner as the Business was operated by Seller prior to Buyer or will be delivered upon request and are, or will when delivered be, true and complete in all material respects and include all material amendments, supplements or modifications thereto. Seller shall update Schedule 4.18 as of the Closing Date to reflect changes to such Schedule between the date of this Agreement and the Effective Time; provided that no such changes shall be made to such Schedule without Buyer's prior written consent if such changes, either individually or in the aggregate, would increase the liability of Buyer beyond that which Buyer shall have under the Assigned Contracts as of the date of this AgreementSoft Closing.

Contracts and Commitments. Schedule 1.1(d) hereto is a list ------------------------- of all of the following contracts, agreements, plans, arrangements, or commitments currently in effect for the benefit of or relating to the Business: (a) Schedule 4.5 sets forth a true and correct list of each Contract and a summary of any oral Contract in each case which, by their terms, require aggregate payments by any party thereto in excess of $25,000 or which are expected to expire automatically or with notice more than one (1) year after the Closing Date (collectively the "Material Contracts"). True and complete copies of each Material Contract, including all related amendments, waivers and modifications, or where they are oral, true and complete written summaries, have been delivered or made available to Buyer by Seller. All contractssuch Material Contracts are valid, contract rights, purchase orders, agreements binding and commitments enforceable in accordance with respect to the sale of products or services;their terms and are in full force and effect. (b) all contracts, contract rights, purchase orders, agreements and commitments for the purchase of supplies, materials, equipment, parts inventory, or other products involving expenditures or commitments in excess of $3,000; (c) All sales agency and distributor agreements or franchises; (d) All other agreements with suppliers of goods and services involving expenditures or commitments in excess of $3,000 or which cannot be terminated on thirty (30) days' notice; (e) All agreements providing for the services of any independent contractor; Except as specified in set forth on Schedule 4.184.5, Seller has fulfilled all of such contracts, agreements, and commitments, are valid, binding, and in full force and effect and there is no existing material default thereunder; and the transaction contemplated by this Agreement will not create nor result in a default thereunder and will not cause acceleration of any obligation of any party thereto or the creation of any lien, encumbrance, or security interest in or upon any Purchased Assets or grant any other right or remedy obligations required pursuant to a third party; copies of all of the documents described in the aforesaid schedules each Material Contract to have been delivered to Buyer performed by Seller on or will be delivered upon request and are, or will when delivered be, true and complete in all material respects and include all material amendments, supplements or modifications thereto. Seller shall update Schedule 4.18 as of the Closing Date to reflect changes to such Schedule between before the date of this Agreement and the Effective Time; provided that no hereof, except where such changes shall be made to such Schedule without Buyer's prior written consent if such changesnon-fulfillment, either individually or in the aggregate, would increase not have a Material Adverse Effect on the liability Seller, and Seller will be able to fulfill, when due, all of Buyer beyond that which Buyer shall have its obligations under the Assigned Material Contracts as of that are required to be performed after the date of this AgreementAgreement and prior to the Closing Date. (c) Except as set forth on Schedule 4.5, there has not occurred any default under any of the Material Contracts on the part of Seller or, to the knowledge of Seller, any other party to the Material Contracts, except such defaults which, individually or in the aggregate, would not have a Material Adverse Effect on the Seller, nor has Seller received notice of default under any of the Material Contracts from any other party to the Material Contracts or sent notice of default under any of the Material Contracts to any other party to the Material Contracts. No event has occurred that, with the giving of notice or the lapse of time, or both, would constitute a default on the part of Seller under any of the Material Contracts, nor to Seller's knowledge has any event occurred which with the giving of notice or the lapse of time, or both, would constitute a default on the part of any other party to any of the Material Contracts.

Contracts and Commitments. (a) Except as described in Schedule 1.1(d) hereto 4.13 of the Disclosure Schedule, the Seller is not, with respect to ▇▇▇▇▇▇▇, a list ------------------------- of all party to, nor are the Assets bound by or subject to, any of the following contracts, agreements, whether oral or written: (i) collective bargaining agreements or contracts with any labor union; (ii) bonus, pension, profit sharing retirement or other forms of deferred compensation plans; (iii) hospitalization insurance or other welfare benefit plan or practice, arrangements, whether formal or commitments currently in effect informal; (iv) contract for the benefit employment of any officer individual employee or other person on a full-time or consulting basis or relating to severance pay for any such person; (v) confidentiality agreement; (vi) agreement or indenture relating to the Business:borrowing of money or placing a Lien on (axvii) All contracts, contract rights, purchase orders, agreements and commitments with respect to other agreement which is not entered into in the sale ordinary course of products or services;business. (b) The Seller has performed all contractsobligations required to be performed by it under all contracts and agreements to which it is a party that relate to the business of ▇▇▇▇▇▇▇. To the knowledge of Seller, no such contract rightsis in default and no condition or event exists or has occurred which, purchase ordersafter notice or lapse of time or both, agreements and commitments for would constitute a default thereunder. None of such contracts contain provisions prohibiting the purchase of suppliesassignment thereof or providing that they shall or may be canceled, materials, equipment, parts inventory, terminated or other products involving expenditures or commitments in excess of $3,000; (c) All sales agency and distributor agreements or franchises; (d) All other agreements with suppliers of goods and services involving expenditures or commitments in excess of $3,000 or which cannot be terminated on thirty (30) days' notice; (e) All agreements providing for the services of any independent contractor; Except as specified accelerated upon an assignment thereof. The contracts identified in Schedule 4.18, all of such contracts, agreements, and commitments, C are valid, binding, and in full force and effect and there is no existing material default thereunder; and the transaction contemplated by this Agreement will not create nor result in a default thereunder and will not cause acceleration of any obligation of any party thereto or the creation of any lien, encumbrance, or security interest in or upon any Purchased Assets or grant any other right or remedy to a third party; copies of all of the documents described contracts that relate to ▇▇▇▇▇▇▇'▇ business. There are no renegotiations or requests or demands to renegotiate any such contracts. All of the contracts identified in Schedule C are terminable in accordance with their terms. The contracts identified in Schedule C for which Seller has not provided a written copy to Buyer are terminable without payment of any termination fees on no more than 30 days' advance written notice, except for contracts relating to ▇▇▇▇▇▇▇'▇ software alliance program, which contracts are substantially similar to the aforesaid schedules software alliance agreements copies of which have been delivered provided by Seller to Buyer or will be delivered upon request and are, or will when delivered be, true and complete in all material respects and include all material amendments, supplements or modifications thereto. Seller shall update Schedule 4.18 as of the Closing Date to reflect changes to such Schedule between the date of this Agreement and the Effective Time; provided that no such changes shall be made to such Schedule without Buyer's prior written consent if such changes, either individually or in the aggregate, would increase the liability of Buyer beyond that which Buyer shall have under the Assigned Contracts as of the date of this Agreement.

Contracts and Commitments. Schedule 1.1(d) hereto 3.16 sets forth all Contracts presently in effect to which Seller is a list ------------------------- of all of the following contracts, agreements, plans, arrangements, or commitments currently party in effect for the benefit of or relating to connection with the Business, including, without limitation, any written or oral: (a) All contractscommitment, contract rightscontract, note, loan, evidence of indebtedness, purchase orders, agreements and commitments order or letter of credit involving any obligation or liability on the part of Seller with respect to the sale Business of products or services; more than $5,000 (band not more than $10,000 in the aggregate) all contracts, contract rights, purchase orders, agreements and commitments for the purchase of supplies, materials, equipment, parts inventory, or other products involving expenditures or commitments in excess of $3,000; not cancelable (cwithout liability) All sales agency and distributor agreements or franchises; (d) All other agreements with suppliers of goods and services involving expenditures or commitments in excess of $3,000 or which canon not be terminated on thirty (30) more than 30 days' notice; (b) lease of personal property with respect to the Business involving any annual expense in excess of $5,000 and not cancelable without liability within 30 days (Schedule 3.16 indicates with respect to each such lease listed thereon a general description of the leased items, term, annual rent and renewal options); (c) material governmental or regulatory licenses or permits required to conduct the Business as presently conducted; (d) contracts or agreements containing covenants limiting the freedom of Seller to engage in any line of business or compete with any person; (e) All agreements providing employment contracts, including without limitation, contracts to employ executive officers and other contracts with officers or directors of Seller; (f) contracts with customers and suppliers of Seller with respect to the Business with a gross value to Seller in excess of $2,000 per year (Schedule 3.16 sets forth all such contracts with customers and suppliers currently in effect and for each such contract includes a notation as to whether (i) such customer or supplier has renewed such contract for the services period following the period covered thereby and (ii) such contract permits such customer or supplier to terminate such contract on 60 days' notice or less); (g) contracts and commitments not otherwise described in this Section 3.16 or listed on Schedule 3.16 (including purchase orders, franchise agreements and undertakings or commitments to any Governmental Entity) relating to the Business or otherwise affecting the Business under contracts not in the ordinary course of business; it being understood that with respect to each category listed above for which a dollar amount threshold has been established, any independent contractoritem within such category with a value less than the dollar amount specified shall be deemed immaterial; Except as specified and (h) Seller is not in Schedule 4.18breach or violation of, all or default under, any of the Contracts or other instruments, obligations, evidences of indebtedness or commitments described in paragraphs (a)-(g) above, where such contractsbreach or violation or default would have a Seller Material Adverse Effect. Each Contract or other instrument, agreementsobligation, evidence of indebtedness or commitment described in paragraphs (a)-(g) above is a valid agreement, arrangement or commitment of Seller, and commitmentsis, are validto the best knowledge of Seller, bindinga valid agreement, arrangement or commitment of each other party thereto, except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors' rights generally and in full force and effect and there is no existing material default thereunder; and except as to the transaction contemplated by this Agreement will not create nor result in a default thereunder and will not cause acceleration availability of any obligation of any party thereto or the creation of any lien, encumbrance, or security interest in or upon any Purchased Assets or grant any other right or remedy to a third party; copies of all of the documents described in the aforesaid schedules have been delivered to Buyer or will be delivered upon request and are, or will when delivered be, true and complete in all material respects and include all material amendments, supplements or modifications thereto. Seller shall update Schedule 4.18 as of the Closing Date to reflect changes to such Schedule between the date of this Agreement and the Effective Time; provided that no such changes shall be made to such Schedule without Buyer's prior written consent if such changes, either individually or in the aggregate, would increase the liability of Buyer beyond that which Buyer shall have under the Assigned Contracts as of the date of this Agreementequitable remedies.

Contracts and Commitments. Schedule 1.1(d(a) hereto Except as permitted by this Agreement after the date hereof, the Company is not, nor is any Subsidiary, with respect to its business, a list ------------------------- of all of the following contracts, agreements, plans, arrangements, party to any oral or commitments currently in effect for the benefit of or relating to the Businesswritten contract: (ai) All contracts, contract rights, purchase orders, agreements and commitments with respect to that prohibits the sale Company or any of products its Subsidiaries from freely engaging or servicescompeting in its line of business anywhere in the world; (bii) all contractsbetween the Company and any of its affiliates (other than Subsidiaries), contract rights, purchase orders, agreements and commitments for the purchase of supplies, materials, equipment, parts inventory, directors or other products involving expenditures or commitments officers that is not on arms-length terms; (iii) that involves an amount in excess of $3,0001,000,000 and pursuant to which the Company or any of its Subsidiaries has incurred or accrued losses; (civ) All sales agency and distributor agreements that by its terms may be terminated upon a change in control of the Company or franchisesany of its Subsidiaries; (dv) All other agreements with suppliers that commits the Company or any of goods and services involving expenditures its Subsidiaries to purchase or commitments sell any properties or assets outside of the ordinary course of business for consideration in excess of $3,000 or which cannot be terminated on thirty (30) days' notice;1,000,000; or (evi) All agreements providing for the services of any independent contractor; Except as specified in Schedule 4.18that involves an unfulfilled obligation, all of such contracts, agreements, and commitments, are valid, binding, and in full force and effect and there is no existing material default thereunder; and the transaction contemplated by this Agreement will not create nor result in a default thereunder and will not cause acceleration of any obligation of any party thereto or the creation of any lien, encumbrance, or security interest in or upon any Purchased Assets or grant any other right or remedy to a third party; copies of all of the documents described in the aforesaid schedules have been delivered to Buyer or will be delivered upon request and are, or will when delivered be, true and complete in all material respects and include all material amendments, supplements or modifications thereto. Seller shall update Schedule 4.18 as of the Closing Date to reflect changes to such Schedule between the date of this Agreement and the Effective Time; provided that no such changes shall be made to such Schedule without Buyer's prior written consent if such changes, either individually or in the aggregate, in excess of $1,000,000 and is incurred outside the ordinary course of business and is not terminable by the Company or any of its Subsidiaries upon less than 60 calendar days' notice for a cost of not less than $1,000,000. (b) Buyer has been supplied with a true and correct copy of all written contracts which are referred to on the Company Disclosure Letter, together with all amendments, exhibits, attachments, waivers or other changes thereto. . Except as would increase not be reasonably likely, individually or in the aggregate, to result in any loss, obligation, expense, damage or liability in excess of Buyer beyond that which Buyer shall $15,000,000: (a) The Company and its Subsidiaries have under complied and are in compliance with all applicable Environmental and Safety Requirements. "Environmental and Safety Requirements" means all federal, state, local and foreign statutes, regulations, ordinances and other provisions having the Assigned Contracts as force or effect of law, all judicial and administrative orders and determinations and all common law in each case concerning public health and safety, worker health and safety, and pollution or protection of the date environment (including without limitation all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, Release or threatened Release (whether onsite or offsite), control, or cleanup of this Agreementany hazardous materials, substances or wastes, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or byproducts, asbestos, polychlorinated biphenyls, noise or radiation). "Release" has the meaning set forth in CERCLA.

Contracts and Commitments. Schedule 1.1(d) hereto is a list ------------------------- of all of the following contracts, agreements, plans, arrangements, or commitments currently in effect for the benefit of or relating to the Business: (a) All Schedule 3.15 annexed hereto lists all material contracts, contract rightsleases, purchase orderscommitments, technology agreements, software development agreements, software licenses, indentures and other agreements to which the Company is a party (collectively, "Material Contracts"), except that Schedule 3.15 need not list any such agreement that is listed on any other Schedule hereto, or was entered into in the ordinary course of the business of the Company and commitments with respect to the sale of products or services; that, in any case: (bi) all contracts, contract rights, purchase orders, agreements and commitments is for the purchase of supplies, materials, equipment, parts inventory, supplies or other products inventory items in the ordinary course of business; (ii) is related to the purchase or lease of any capital asset involving expenditures aggregate payments of less than $5,000 per annum; or commitments in excess of $3,000; (ciii) All sales agency and distributor agreements or franchises; (d) All other agreements with suppliers of goods and services involving expenditures or commitments in excess of $3,000 or which cannot may be terminated without penalty, premium or liability by the Company on not more than thirty (30) days' prior written notice;; provided, however, that Schedule 3.15 shall list all technology agreements, software development agreements and software licenses involving the Company or any Affiliate, regardless of the duration thereof or the amount of payments called for or required thereunder. (b) Except as set forth in Schedule 3.15: (i) all Material Contracts are in full force and effect; (ii) the Company is in compliance with all of its obligations under the Material Contracts, and has not received any written notice that any Material Contract is in breach or default or is now subject to any condition or event which has occurred and which, after notice or lapse of time or both, would constitute a default by any party under any such contract, lease, agreement or commitment; and (iii) none of the Material Contracts will be voided, revoked or terminated, or voidable, revocable or terminable, upon and by reason of the Merger and the change of ownership of the Company pursuant to this Agreement. (c) No purchase commitment by the Company is in excess of the normal, ordinary and usual requirements of the business of the Company. (d) Except as set forth in Schedule 3.15, the Company does not have any outstanding contracts with or commitments to officers, employees, technicians, agents, consultants or advisors that are not cancelable by the Company without penalty, premium or liability (for severance or otherwise) on less than thirty (30) days' prior written notice. (e) All agreements providing for the services of any independent contractor; Except as specified in Schedule 4.18, all of such contracts, agreements, and commitments, are valid, binding, and in full force and effect and there There is no existing material default thereunder; and outstanding power of attorney granted by the transaction contemplated by this Agreement will not create nor result in a default thereunder and will not cause acceleration of Company to any obligation of person, firm or corporation for any party thereto or the creation of any lien, encumbrance, or security interest in or upon any Purchased Assets or grant any other right or remedy to a third party; copies of all of the documents described in the aforesaid schedules have been delivered to Buyer or will be delivered upon request and are, or will when delivered be, true and complete in all material respects and include all material amendments, supplements or modifications thereto. Seller shall update Schedule 4.18 as of the Closing Date to reflect changes to such Schedule between the date of this Agreement and the Effective Time; provided that no such changes shall be made to such Schedule without Buyer's prior written consent if such changes, either individually or in the aggregate, would increase the liability of Buyer beyond that which Buyer shall have under the Assigned Contracts as of the date of this Agreementpurpose whatsoever.

Contracts and Commitments. Schedule 1.1(d(i) hereto is a list ------------------------- of all All of the following contracts, agreements, plans, arrangements, or commitments currently in effect for the benefit of or relating to the Business: agreements and instruments (a) All contracts, contract rights, purchase orders, agreements and commitments with respect filed as exhibits to the sale of products Company Reports which have not expired in accordance with their terms or services; (b) all contracts, contract rights, purchase orders, agreements which have been entered into since the Audit Date and commitments which will be filed as exhibits to the Form 10-K for the purchase year ended December 31, 1998 (the "Contracts") are valid and legally binding obligations of suppliesthe Company or its Subsidiaries, materialsas the case may be, equipmentand, parts inventoryto the knowledge of the Company, the other parties thereto, and, to the knowledge of the Company or other products involving expenditures or commitments in excess of $3,000; (c) All sales agency and distributor agreements or franchises; (d) All other agreements with suppliers of goods and services involving expenditures or commitments in excess of $3,000 or which cannot be terminated on thirty (30) days' notice; (e) All agreements providing for the services of any independent contractor; Except as specified in Schedule 4.18, all of such contracts, agreements, and commitmentsapplicable Subsidiary, are validenforceable in accordance with their terms subject to bankruptcy, bindinginsolvency, fraudulent transfer, reorganization, moratorium and in full force similar laws of general applicability relating to or affecting creditors' rights and effect and there is no existing material default thereunder; and to general equity principles. To the transaction contemplated by this Agreement will not create nor result in a default thereunder and will not cause acceleration knowledge of any obligation of any party thereto the Company or the creation of any lien, encumbrance, or security interest in or upon any Purchased Assets or grant any other right or remedy to a third party; copies of all of applicable Subsidiary: (i) the documents described in the aforesaid schedules Company and its Subsidiaries have been delivered to Buyer or will be delivered upon request and are, or will when delivered be, true and complete performed in all material respects all obligations required to be performed by them under the Contracts and include are not in material default under or in material breach of any Contract or in receipt of any claim of such default or breach; (ii) no event has occurred which with the passage of time or the giving of notice or both would result in a material default, material breach or event of material noncompliance by the Company or any Subsidiary under any Contract; (iii) neither the Company nor any Subsidiary has any present expectation or intention of not fully performing all its material obligations under the Contracts; (iv) neither the Company nor any Subsidiary has knowledge of any material breach or anticipated material breach by the other parties to any Contract; and (v) neither the Company nor any Subsidiary has any written notice or other communication to the effect that any other party to any Contract intends to terminate such contract, agreement or instrument prior to the expiration of the maximum stated term of such contract, agreement or instrument. (ii) A true and correct copy of each of the Contracts which are referred to in (i)(b) hereof, together with all amendments, supplements waivers or modifications thereto. Seller shall update Schedule 4.18 as of other changes thereto has been supplied or made available to the Closing Date to reflect changes to such Schedule between Investor through the date of this Agreement and the Effective Time; provided that no such changes shall be made to such Schedule without BuyerSEC's prior written consent if such changes, either individually or in the aggregate, would increase the liability of Buyer beyond that which Buyer shall have under the Assigned Contracts as of the date of this Agreement▇▇▇▇▇ filing system.

Contracts and Commitments. Schedule 1.1(d) hereto is a list ------------------------- of all of the following contracts, agreements, plans, arrangements, or commitments currently in effect for the benefit of or relating to the Business: (a) All contracts, contract rights, purchase orders, agreements Schedule 4.4(a) contains a complete and commitments with respect ------------------------- --------------- accurate list of all Contracts to the sale of products or services;which Seller is a party. (b) all contractsAll of Seller's Contracts are valid obligations of Seller and, contract rightsto Seller's knowledge, purchase orders, agreements and commitments for of the purchase of supplies, materials, equipment, parts inventory, or other products involving expenditures or commitments in excess of $3,000; (c) All sales agency and distributor agreements or franchises; (d) All other agreements with suppliers of goods and services involving expenditures or commitments in excess of $3,000 or which cannot be terminated on thirty (30) days' notice; (e) All agreements providing for the services of any independent contractor; Except as specified in Schedule 4.18, all of such contracts, agreementsparties thereto, and commitments, are valid, binding, and in full force and effect and there is no existing material default thereunder; and the transaction contemplated by this Agreement will not create nor result in a default thereunder and will not cause acceleration of any obligation of any party thereto or the creation of any lien, encumbrance, or security interest in or upon any Purchased Assets or grant any other right or remedy to a third party; copies of all of the documents described in the aforesaid schedules have been delivered to Buyer or will be delivered upon request and are, or will when delivered be, true and complete effect. Seller has duly performed in all material respects all of its obligations under such Contracts to the extent those obligations to perform have accrued, and include all no material amendmentsviolation of, supplements or modifications theretomaterial default or breach under, any such Contracts by Seller or, to Seller's best knowledge, any other party thereto has occurred and neither Seller nor, to Seller's best knowledge, any other party has repudiated any provisions thereof. Seller shall update There is no litigation pending nor, to Seller's best knowledge, threatened by any party with respect to any such Contract. Except as set forth on Schedule 4.18 as 4.4(b), consummation of the Closing Date --------------- transactions contemplated hereby will not violate any of Seller's Contracts and will not give any person a right to reflect changes terminate or modify any rights of, or accelerate or augment any obligations of, or demand payment by, Seller pursuant to any such Contract. Except as set forth on Schedule between the date of this Agreement and the Effective Time; provided that no such changes shall be made to such Schedule without Buyer's prior 4.4(b), Seller has not --------------- received written consent if such changesnotice (or oral notice, either individually or in the aggregatecase of a contract that is not in writing) of termination or non-renewal of any of its Contracts and has no knowledge that the other party thereto has a current intention to terminate or fail to renew any such Contract. The consummation of the transactions contemplated hereby will not result in any payment becoming due from Seller under any of its Contracts, would nor accelerate the timing of future payments or increase the liability amount of Buyer beyond that which Buyer shall have under the Assigned Contracts as of the date of this Agreementany such future payments.

Contracts and Commitments. Schedule 1.1(d(a) hereto is a A complete and accurate list ------------------------- of all of the following contracts and agreements (whether written or oral) of the Companies (such contracts and agreements, the contracts and agreements as set forth in Section 4.13(b) of the Disclosure Schedule and all agreements relating to Intellectual Property set forth in Section 4.12 of the Disclosure Schedule being "Material Contracts") shall be delivered by Seller to Buyer on or before December 15, 1995 and shall constitute Section 4.13(a) of the Disclosure Schedule: (i) agreements providing for royalty obligations relating to any of the Products which has generated at least $250,000 in revenue within the Companies' last three fiscal years or which is reasonably anticipated to generate revenue of at least $250,000 in fiscal year 1995 or fiscal year 1996; (ii) agreements providing for advances made with respect to or on account of the Products which remain outstanding and which have not been written off; (iii) (A) editorial development agreements relating to the Products which have involved or are reasonably anticipated to involve commitments of over $50,000 and which have not been fully performed and (B) distributor, dealer or manufacturer's representative contracts or agreements relating to the Products which are currently offered for sale by either of the Companies (to the extent the obligations under such agreements are not reflected on the Disclosure Schedule lists provided pursuant to Section 4.13(a)(i) and (ii)); (iv) distributor, dealer or manufacturer's representative contracts or agreements which are not terminable on less than 90 days notice without cost or other liability to the Company or Companies party thereto (except for contracts which, in the aggregate, are not material to the NewMedia Business); (v) sales contracts which entitle any customer to a rebate or right of set-off, to return any product to either of the Companies after acceptance thereof or to delay the acceptance thereof; (vi) contracts or other commitments with any supplier containing any provision permitting any party other than the Company or Companies party thereto to renegotiate the price or other terms, or containing any pay-back or other similar provision, upon the occurrence of a failure by that Company to meet its obligations under the contract when due or the occurrence of any other event; (vii) credit agreements, notes, indentures, security agreements, pledges, guarantees of or agreements to acquire any such debt obligation of others or similar documents relating to indebtedness for borrowed money (including without limitation interest rate or currency swaps, ▇▇▇▇▇▇ or straddles or similar transactions) to which either of the Companies is a party or by which any of their respective assets are bound, restricted or encumbered; (viii) all employment, consulting, severance or termination agreements which require or may require either of the Companies to pay more than $50,000 in base salary in the case of employment contracts in any 12-month period; (ix) agreement, or group of related agreements with the same party or any group of affiliated parties, requiring payments in excess of $50,000 per year, under which either of the Companies has leased or has agreed to lease any property as lessee or lessor; (x) all deeds, title documents, title reports or similar documents related to any real property owned by either of the Companies; and (xi) all contracts, agreements, plansarrangements or understandings with Seller or any affiliate or associate (as such terms are defined in Rule 12b-2 under the Securities Exchange Act of 1934, arrangementsas amended) of Seller, together with a description of the nature of any applicable affiliate or commitments currently associate relationship. (b) Except as set forth in effect Section 4.13(b) of the Disclosure Schedule, which shall be delivered by Seller to Buyer on or before December 15, 1995: (i) no supply or purchase contract of either of the Companies (or group of related contracts with the same party): (A) continues for a period of more than six months (including renewals or extensions at the option of another party); (B) requires payment by the Company or Companies party thereto of more than $50,000 in any 12-month period; or (C) is not terminable by the Company or Companies party thereto without penalty upon notice of 30 days or less (excluding any contract or group of contracts with a customer of either of the Companies for the sale, lease, license or rental of Products of either of the Companies if such contract or group of contracts was entered into in the ordinary course of the NewMedia Business); (ii) neither of the Companies has any agreement, arrangement or understanding with respect to payment of (A) minimum royalty or license fees or (B) fees, costs and expenses in connection with "work for hire" which, in the case of any such agreement, arrangement or understanding or group of related agreements, arrangements or understandings, provide for payments in excess of $150,000; (iii) neither of the Companies has any outstanding contract with respect to the employment of any officer, individual, employee, agent, consultant, adviser, salesperson, representative or other person (whether of a legally binding nature or in the nature of informal understandings) on a full-time, part-time, contract or consulting basis which is not terminable by the Company or Companies party thereto on notice of 30 days or less without cost or other liability to the Company or Companies party thereto, including without limitation any penalty or premium or provision for the payment of any bonus or commission based on sales or earnings; (iv) neither of the Companies has any pension, profit-sharing, bonus, severance pay, retirement, hospitalization, insurance, stock purchase, stock option or other benefit plan, arrangement, understanding or agreement with or for the benefit of any Person (a "Benefit Plan") or relating to the Business: (a) All contractsany other employment or consulting agreement that contains any severance or termination pay, contract rights, purchase orders, agreements and commitments with respect to the sale of products liability or servicesobligation; (bv) all contractsneither of the Companies has any Benefit Plan other than group insurance plans applicable to employees generally; (vi) neither of the Companies has any employee to whom it is paying base salary at an annual rate of more than $100,000 for services rendered; (vii) neither of the Companies is restricted by any agreement from carrying on the NewMedia Business in any material respect anywhere in the world (other than by geographic or use restrictions contained in licenses relating to Intellectual Property); (viii) neither of the Companies has any outstanding loan to any Person, other than travel advances to employees for travel and entertainment expenses in the ordinary course of the NewMedia Business; (ix) neither of the Companies has any power of attorney outstanding (except those granted in the ordinary course of the NewMedia Business) or any obligation or liability (whether absolute, accrued, contingent or otherwise), as surety, co-signer, endorser, co-maker, indemnitor or otherwise in respect of the obligation of any Person; (x) there exists no voting trust, stockholders' agreement, pledge agreement or buy-sell agreement relating to any securities of either of the Companies which is or will be in effect as of the Closing; (xi) neither of the Companies has any agreement or obligation (contingent or otherwise) to issue or sell or to repurchase or otherwise acquire or retire any shares of its capital stock or any of its other equity securities; and (xii) neither of the Companies has any other contract rightswhich is material to its business, purchase ordersoperations or prospects or any other contract, agreements and commitments for instrument, commitment, plan or arrangement, a copy of which would be required to be filed with the purchase of suppliesSEC as an exhibit to a registration statement on Form S-1, materials, equipment, parts inventory, or other products involving expenditures or commitments in excess of $3,000;if that Company were registering securities under the Securities Act. (c) All sales agency The Material Contracts constitute all contracts, agreements and distributor agreements or franchises; (d) All other agreements with suppliers of goods and services involving expenditures or commitments in excess of $3,000 or which cannot be terminated on thirty (30) days' notice; (e) All agreements providing arrangements necessary for the services conduct of any independent contractor; Except the NewMedia Business in substantially the same manner as specified in Schedule 4.18it is presently conducted. Each Material Contract is, all to the best knowledge of such contractsSeller, agreementsvalid and binding on the other party or parties thereto (subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights and commitments, are valid, binding, remedies generally and general principles of equity) and is in full force and effect and there shall continue in full force and effect without penalty or other adverse consequence. Neither of the Companies nor, to the best knowledge of Seller, any other party to any Material Contract is no existing material default thereunder; and the transaction contemplated by this Agreement will not create nor result in a default thereunder and will not cause acceleration of any obligation of any party thereto or the creation of any lien, encumbrancebreach of, or security interest in default under, any Material Contract, which breach or upon any Purchased Assets default has or grant any other right or remedy could reasonably be expected to have a third party; copies of all of the documents described in the aforesaid schedules have been delivered to Buyer or will be delivered upon request and are, or will when delivered be, true and complete in all material respects and include all material amendments, supplements or modifications thereto. Seller shall update Schedule 4.18 as of the Closing Date to reflect changes to such Schedule between the date of this Agreement and the Effective Time; provided that no such changes shall be made to such Schedule without Buyer's prior written consent if such changes, either individually or in the aggregate, would increase the liability of Buyer beyond that which Buyer shall have under the Assigned Contracts as of the date of this AgreementMaterial Adverse Effect.

Contracts and Commitments. Schedule 1.1(d) 4.6 hereto is a list ------------------------- of lists all of the following contracts, agreementscommitments, plansarrangements and understandings, arrangementsboth oral and written, which pertain or commitments currently in effect for the benefit of or relating relate primarily to the conduct, operations and prospects of the Business: , except for those contracts included in the Excluded Assets (a) All contractscollectively, contract rightsthe "Contracts"). To the Knowledge of Seller, purchase ordersthere are no existing defaults, agreements and commitments events of default or events, occurrences, acts or omissions that, with the giving of notice or lapse of time or both, would constitute defaults by Seller thereunder, and, except as described on Schedule 4.6, no penalties have been incurred nor, to the Knowledge of Seller, are any amendments pending with respect to the sale of products or services; (b) all contracts, contract rights, purchase orders, agreements and commitments for the purchase of supplies, materials, equipment, parts inventory, or other products involving expenditures or commitments in excess of $3,000; (c) All sales agency and distributor agreements or franchises; (d) All other agreements with suppliers of goods and services involving expenditures or commitments in excess of $3,000 or which cannot be terminated on thirty (30) days' notice; (e) All agreements providing for the services of any independent contractor; Except as specified in Schedule 4.18, all of such contracts, agreements, and commitments, are valid, binding, and Contracts. Each Contract is in full force and effect and, assuming the due authorization, execution and there delivery thereof by the other party thereto, each is no existing material default thereunder; a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratoriums or other similar laws now or hereafter in effect relating to creditors' rights generally and by general principles of equity (whether considered in an action at law or in equity) and the transaction contemplated discretion of the court before which any proceeding therefor may be brought, and no defenses, off-sets or counterclaims have been asserted or, to the Knowledge of Seller, may be made by this Agreement will any party thereto, nor has Seller waived any material rights thereunder, except as described in Schedule 4.6. Since September 1, 1998, Seller has not create nor result in a default thereunder and will not cause acceleration received written notice of any obligation default with respect to any Contract. Except as contemplated hereby, Seller has not received notice of any party thereto plan or the creation intention of any lienother party to any Contract to exercise any right to cancel or terminate any Contract, encumbranceand, to the Knowledge of Seller, no fact that would justify the exercise of such a right exists. Except as listed in Schedule 4.6, none of the customers or suppliers of Seller has refused, or security interest in communicated that it will or upon any Purchased Assets may refuse, to purchase or grant any other right supply goods or remedy to a third party; copies of all of services, as the documents described in the aforesaid schedules have been delivered to Buyer or will be delivered upon request and arecase may be, or has communicated that it will when delivered beor may substantially reduce the amounts of goods or services that it is willing to purchase from, true and complete in all material respects and include all material amendmentsor sell to, supplements or modifications thereto. Seller shall update Schedule 4.18 as of the Closing Date to reflect changes to such Schedule between the date of this Agreement and the Effective Time; provided that no such changes shall be made to such Schedule without Buyer's prior written consent if such changes, either individually or in the aggregate, would increase the liability of Buyer beyond that which Buyer shall have under the Assigned Contracts as of the date of this AgreementSeller.

Contracts and Commitments. Schedule 1.1(d) hereto 3.16 sets forth all Contracts presently in effect to which Seller is a list ------------------------- of all of the following contracts, agreements, plans, arrangements, or commitments currently party in effect for the benefit of or relating to connection with the Business, including, without limitation, any written or oral: (a) All contractscommitment, contract rightscontract, note, loan, evidence of indebtedness, purchase orders, agreements and commitments order or letter of credit involving any obligation or liability on the part of Seller with respect to the sale Business of products or services; more than $5,000 (band not more than $10,000 in the aggregate) all contracts, contract rights, purchase orders, agreements and commitments for the purchase of supplies, materials, equipment, parts inventory, or other products involving expenditures or commitments in excess of $3,000; not cancelable (cwithout liability) All sales agency and distributor agreements or franchises; (d) All other agreements with suppliers of goods and services involving expenditures or commitments in excess of $3,000 or which canon not be terminated on thirty (30) more than 30 days' notice; (b) lease of personal property with respect to the Business involving any annual expense in excess of $5,000 and not cancelable without liability within 30 days (Schedule 3.16 indicates with respect to each such lease listed thereon a general description of the leased items, term, annual rent and renewal options); (c) material governmental or regulatory licenses or permits required to conduct the Business as presently conducted; (d) contracts or agreements containing covenants limiting the freedom of Seller to engage in any line of business or compete with any person; (e) All agreements providing employment contracts, including without limitation, contracts to employ executive officers and other contracts with officers or directors of Seller; (f) contracts with customers and suppliers of Seller with respect to the Business with a gross value to Seller in excess of $2,000 per year (Schedule 3.16 sets forth all such contracts with customers and suppliers currently in effect and for each such contract includes a notation as to whether (i) such customer or supplier has renewed such contract for the services period following the period covered thereby and (ii) such contract permits such customer or supplier to terminate such contract on 60 days' notice or less); and (g) contracts and commitments not otherwise described in this Section 3.16 or listed on Schedule 3.16 (including purchase orders, franchise agreements and undertakings or commitments to any Governmental Entity) relating to the Business or otherwise affecting the Business under contracts not in the ordinary course of business; it being understood that with respect to each category listed above for which a dollar amount threshold has been established, any independent contractor; Except as item within such category with a value less than the dollar amount specified shall be deemed immaterial. Seller is not (and, to the best knowledge of the Stockholder, no other party is) in Schedule 4.18, all of such contracts, agreements, and commitments, are valid, binding, and in full force and effect and there is no existing material default thereunder; and the transaction contemplated by this Agreement will not create nor result in a default thereunder and will not cause acceleration of any obligation of any party thereto breach or the creation of any lien, encumbranceviolation of, or security interest in or upon default under, any Purchased Assets or grant any other right or remedy to a third party; copies of all of the documents Contracts or other instruments, obligations, evidences of indebtedness or commitments described in the aforesaid schedules have been delivered to Buyer paragraphs (a)-(g) above, where such breach or will be delivered upon request and areviolation or default would, or will when delivered be, true and complete in all material respects and include all material amendments, supplements or modifications thereto. Seller shall update Schedule 4.18 as of the Closing Date to reflect changes to such Schedule between the date of this Agreement and the Effective Time; provided that no such changes shall be made to such Schedule without Buyer's prior written consent if such changes, either individually or in the aggregate, would increase have a Seller Material Adverse Effect. Each Contract or other instrument, obligation, evidence of indebtedness or commitment described in paragraphs (a)-(g) above is a legal, valid and binding agreement, arrangement or commitment of Seller enforceable against Seller in accordance with its respective terms, and is, to the liability best knowledge of Buyer beyond that which Buyer shall have under Seller and the Assigned Contracts Stockholder, a legal, valid and binding agreement, arrangement or commitment of each other party thereto enforceable against such other parties, except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors' rights generally and except as to the availability of the date of this Agreementequitable remedies.

Contracts and Commitments. Schedule 1.1(d) hereto is a list ------------------------- of all of the following contracts, agreements, plans, arrangements, or commitments currently in effect for the benefit of or relating to the Business: (a) All contracts, contract rights, purchase orders, agreements and commitments with respect to the sale of products or services; (bSection 3.10(a) all contracts, contract rights, purchase orders, agreements and commitments for the purchase of supplies, materials, equipment, parts inventory, or other products involving expenditures or commitments in excess of $3,000; (c) All sales agency and distributor agreements or franchises; (d) All other agreements with suppliers of goods and services involving expenditures or commitments in excess of $3,000 or which cannot be terminated on thirty (30) days' notice; (e) All agreements providing for the services of any independent contractor; Except as specified in Schedule 4.18, all of such contracts, agreements, and commitments, are valid, binding, and in full force and effect and there is no existing material default thereunder; and the transaction contemplated by this Agreement will not create nor result in a default thereunder and will not cause acceleration of any obligation of any party thereto or the creation of any lien, encumbrance, or security interest in or upon any Purchased Assets or grant any other right or remedy to a third party; copies of all of the documents described in the aforesaid schedules have been delivered to Buyer or will be delivered upon request Disclosure Letter sets forth a complete and are, or will when delivered be, true and complete in all material respects and include all material amendments, supplements or modifications thereto. Seller shall update Schedule 4.18 as of the Closing Date to reflect changes to such Schedule between the date of this Agreement and the Effective Time; provided that no such changes shall be made to such Schedule without Buyer's prior written consent if such changes, either individually or in the aggregate, would increase the liability of Buyer beyond that which Buyer shall have under the Assigned Contracts accurate list as of the date of this Agreement of each Contract to which the Company or its Subsidiary is a party that (a) is material to the Company or its Subsidiary and (b) requires, in the aggregate, future payments by the Company or its Subsidiary in excess of $10,000 (excluding, for purposes of this determination, future payments for indemnification, termination or other similar obligations for which the obligation to pay a sum certain has not accrued or otherwise become due and payable as of the date hereof) (each such Contract that is required to be listed, a “Material Contract”). (b) Each of the Material Contracts is the legal, valid and binding obligation of the Company and/or its Subsidiary, enforceable against them in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforcement is sought in a proceeding at law or in equity). Except as expressly stated in Section 3.10 of the Disclosure Letter, each of the Material Contracts is in full force and effect, and neither the Company nor its Subsidiary is in breach of, or default under, any such agreement, except where such breaches or defaults have not had, and would not reasonably be expected to have, a Material Adverse Effect. (c) The Pfizer License Agreement is in full force and effect, and from December 30, 2011 until the date of this Agreement, neither the Company nor its Subsidiary has breached, or defaulted under, the Pfizer License Agreement. For the avoidance of doubt, the representations and warranties set forth in this Section 3.10(c) shall not apply to any breach or default that originally occurred prior to December 30, 2011. From December 30, 2011 until the date of this Agreement, neither Seller, the Company nor any of their Affiliates has received any written notice or communication of breach or default under the Pfizer License Agreement, and, to Seller’s Knowledge, neither Seller, the Company nor any of their Affiliates has received any oral notice or communication of breach or default under the Pfizer License Agreement. (d) Seller has made available to Buyer a complete and accurate copy of each written report, notice, correspondence or other communication delivered by or to Seller pursuant to the Merger Agreement and Pfizer License Agreement.