Common use of Contracts and Commitments Clause in Contracts

Contracts and Commitments. Except as expressly contemplated by this Agreement or as set forth in the attached Contracts Schedule, neither the Company nor the Parent is a party to or bound by any written or oral: (a) pension, profit sharing, option, employee membership purchase or other plan or arrangement providing for deferred or other non-salary compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangements; (b) contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis; (c) contract under which such entity has advanced or loaned any other Person any amount; (d) agreement or indenture relating to borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any asset or any group of assets of either the Company or the Parent; (e) guarantee of any obligation; (f) lease or agreement under which the Company or the Parent is lessee of or holds or operates any property, real or personal, owned by any other party; (g) lease or agreement under which either the Company or the Parent is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by the Company; (h) contract or group of related contracts with the same party or group of affiliated parties; (i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any Intellectual Property Rights); (j) agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (k) sales, distribution or franchise agreement; (l) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or (m) other agreement which is material to its operations and business prospects.

Contracts and Commitments. (a) Except as expressly specifically contemplated by this Agreement or as set forth in the attached Contracts Scheduleon Schedule 3.10(a), neither the Company nor the Parent is not a party to or bound by any by, whether written or oral, any: (ai) Contract involving a potential commitment or payment by the Company in excess of USD $10,000, individually or in the aggregate; (ii) any bonus, commission, pension, profit sharing, option, employee membership purchase or other plan or arrangement providing for deferred or other non-salary compensation to employees retirement or any other form of deferred compensation or incentive plan or any stock purchase, stock option, warrant, personnel option, hospitalization, insurance or similar employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangementspractice; (biii) contract Contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basisindependent contractor basis or any severance or change-of-control agreement, or any collective bargaining agreement or Contract with any labor union; (civ) contract under which such entity has advanced or loaned any other Person any amount; (d) agreement or indenture Contract relating to borrowed money Indebtedness (including guaranty arrangements) or other Indebtedness or the to mortgaging, pledging or otherwise placing a Lien Lien, other than any Permitted Lien, on any asset of its assets, or any group guaranty of assets an obligation of either a third party; (v) royalty, dividend or similar arrangement based on the revenues or profits of the Company or the Parentany contract or agreement involving fixed price or fixed volume arrangements; (evi) guarantee of Contract which contains any obligationprovisions requiring the Company to indemnify any other party; (fvii) lease or agreement Contract under which the Company or the Parent is lessee of of, or holds or operates operates, any property, real or personal, owned by any other party; (g) lease party or agreement under which either the Company or the Parent it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by the Company; (hviii) contract Contract or group of related contracts Contracts which are not cancelable by the Company without penalty on less than thirty (30) days’ notice; (ix) Contract relating to the ownership of or investment in any business or enterprise (including investments in joint ventures and minority equity investments); (x) Contract limiting the freedom of the Company, or that would limit the freedom of Buyer or any of its Affiliates after the Closing Date, to freely engage in any line of business or with any Person anywhere in the same party world or group during any period of affiliated time or otherwise including provisions on joint price-fixing, market or customer sharing, exclusivity or market classification; (xi) Contract under which the Company has triggered an obligation to provide a refund or rebate or any other payment related to volume-based pricing discounts or similar provisions; (xii) Contract relating to the distribution, marketing, advertising or sales of the Company’s products and/or services; (xiii) Contract pursuant to which it subcontracts work to third parties; (ixiv) assignment, license, indemnification or agreement Contract with respect to any intangible property (including, without limitation, any Intellectual Property Rights)Governmental Authority; (jxv) agreement under which it has granted any power of attorney from the Company, including the name of such Person any registration rights (including, without limitation, demand and piggyback registration rights)holding such power of attorney; (kxvi) salesacquisition agreement, distribution whether by merger, stock or franchise agreementasset sale or otherwise; (lxvii) contract or agreement prohibiting it from freely engaging in any business or competing anywhere Contract not executed in the worldordinary course of business, not consistent with fair market terms, conditions and prices or with applicable Laws and regulations or otherwise not made on arm’s length terms and conditions; or (mxviii) other Contract material to the Company or its business. (b) Each Contract that is, or should have been, listed on Schedule 3.10(a) (each a “Company Contract”) to which the Company is a party, or to which any of its properties or assets (whether tangible or intangible) is subject, is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, and is in full force and effect with respect to the Company and, to the Knowledge of the Company, any other party thereto subject to (i) Laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of Law governing specific performance, injunctive relief and other equitable remedies. The Company has not violated nor is in violation of, in any material respect, any provision of, or has committed or failed to perform any act which, with or without notice, lapse of time or both would constitute a material breach of, a default or an event of default under the provisions of, any Company Contract. To the Knowledge of the Company, (i) no Person other than the Company, which is party to any Company Contract, has violated or is in violation of, in any material respect, any provision of, or has committed or failed to perform any act which, with or without notice, lapse of time or both, would constitute a material breach of, a default or an event of default under the provisions of any Company Contract and (ii) there are no facts or circumstances that would reasonably be expected to result in a violation of, in any material respect, any provision of, or the failure to perform any act which, with or without notice, lapse of time or both, would constitute a material breach of, a default or an event of default under the provisions of any Company Contract by the Company or any other Person. No Company Contract requires the obtaining of any consent, approval, notation or waiver of any third party in connection with the transactions contemplated by this Agreement, and following the Closing, the Company shall be entitled to all rights under each Company Contract existing immediately prior to the Closing. To the Knowledge of the Company, none of the Company Contracts are subject to any claims, charges, set offs or defenses. None of the Company or any of its operations officers, directors, or employees, by or on behalf of the Company, is party to or has ever been a party to a Contract with any Governmental Authority. As of the date hereof, there are no new Contracts that are being actively negotiated and business prospectsthat would be required to be listed on Schedule 3.10. (c) The Company has fulfilled all material obligations required to have been performed by the Company prior to the date of this Agreement pursuant to each Company Contract. (d) The execution, performance or completion of this Agreement and/or the consummation of the transactions contemplated by this Agreement, will not relieve any person of any obligation to the Company (whether contractual or otherwise), or enable any person to determine or reduce the scope or extent of any such obligation or any right or benefit enjoyed by the Company or to exercise any right in respect of the Company (including without limitation to revise or accelerate any obligation, create any Lien or enforce any security, or demand any payment or discount).

Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth in Section 4.10 of the attached Contracts Company Disclosure Schedule (each such Contract in effect as of the date hereof, along with each of the Leases required to be listed on Section 4.8(d) of the Company Disclosure Schedule, neither and each Benefit Plan required to be listed on Section 4.17 of the Company nor Disclosure Schedule, a “Material Contract” and, collectively, the Parent “Material Contracts”), as of the date hereof, no Group Company is a party to or is bound by any written by, and no Group Company’s assets or oralproperties are subject to, any: (ai) pensionContract creating a partnership, limited liability company, joint venture, strategic alliance, collaboration, co-promotion, profit or revenue sharing, optionresearch or development project, employee membership or similar Contract; (ii) Contract providing for the grant of any preferential rights to purchase or other plan lease any of the assets of any Group Company; (iii) Contract for capital expenditures or arrangement providing for deferred the acquisition of fixed assets, in each case in excess of $200,000; (iv) Any equityholders, voting, investors rights, registration rights or other similar agreement or arrangement; (v) Contract (A) that contains a non-salary compensation solicit or a non-competition provision relating to employees the business of any Group Company (or, at any time after the consummation of the Closing, Parent or any of its Affiliates) or any other employee benefit plan Contract restricting the right of any Group Company’s employees or arrangementindependent contractors (or, at any time after the consummation of the Closing, Parent or any of its Affiliates) to conduct business at any time, in any manner or at any place in the world, or any collective bargaining agreement the expansion thereof to other geographical areas or lines of business, (B) that grants to the other party or any other contract with any labor unionthird Person “most favored nation” status, or severance agreements, programs, policies (C) that grants to the other party or arrangementsany third party any exclusive right or rights or in which any third party grants any Group Company any exclusive right or rights; (bvi) contract Contract relating to the acquisition or disposition of any business, stock or assets of any other Person or real property; (vii) Contract imposing any restriction or limitation on the sale or other transfer of the Company Interests or of any of the assets of any Group Company; (viii) Contract involving the settlement of any Action; (ix) Contract for the employment of any officer, individual employee employee, independent contractor, or other Person on a full-time, part-time, or consulting basis providing for fixed compensation in excess of $125,000 per annum or other basiswhich provides for the payment of any change in control, retention, severance or similar benefits; (cx) contract under Contract that requires any Group Company to purchase its total requirements of any product or service from a third party or that contains “take or pay” provisions; (xi) Contract that provides for the assumption of any Tax, environmental or other Liability of any Person; (xii) Contract pursuant to which any Person acts as a broker, distributor, manufacturer’s representative, sales representative or agent of any Group Company; (xiii) Contract with any Government Authority (each, a “Government Contract”); (xiv) Contract between or among any Group Company on the one hand and any Key Person, Company Member or any Insider relating to any Key Person or Company Member (other than any Group Company) on the other hand; (xv) Contract relating to any equity purchase, equity rights or similar plan; (xvi) Contract (excluding (A) licenses for commercial off the shelf computer Software that are generally available on nondiscriminatory pricing terms, (B) service Contracts related to pre-clinical or clinical development of any medicine to the extent the licenses contained therein are incidental to such entity has advanced Contracts, non-exclusive and granted in the Ordinary Course), (C) except for implied licenses incidental to the sale of products, and (D) any licenses for Intellectual Property that are granted as part of employee invention assignment agreements on a Group Company’s form) providing for the sale, lease, license, assignment or loaned control of any Intellectual Property to or from any Group Company or its Affiliates or equityholders; (xvii) Contract providing for the development, modification, design, invention, production, acquisition, purchase, formulation or creation of any Intellectual Property; (xviii) Contract pursuant to which a third party supplies any Group Company with active ingredients for product that is reasonably expected to involve future expenditures by any Group Company of more than $200,000 in the twelve (12) month period following the date hereof; (xix) Contract relating to Debt or any guaranty of the obligations of any other Person (whether incurred, assumed, guaranteed or secured by any amountasset); (dxx) agreement or indenture relating to borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing Contract granting any Person a Lien (or contemplating the granting of any Lien) on any asset assets or properties of any group of assets of either the Company or the ParentGroup Company; (exxi) guarantee Contract pursuant to which any Group Company has continuing obligations or interests involving (A) “milestone” or other similar contingent payments, including upon the achievement of regulatory or commercial milestones, or (B) payment of royalties or other amounts calculated based upon any revenues or income of any obligationGroup Company; (fxxii) lease or agreement Contract under which the Company or the Parent it is lessee of of, or holds or operates any property, real or personal, personal property owned by any other party, for which the annual rental exceeds $200,000; (gxxiii) lease Contract providing for any obligation to make payments, contingent or otherwise, arising out of the prior acquisition of the business, assets or stock of other Persons; (xxiv) Contract that is a collective bargaining agreement under which either the Company or the Parent is lessor other labor agreement covering employees of or permits any third party to hold or operate any property, real or personal, owned or controlled by the Group Company; (hxxv) contract or group of related contracts with the same party or group of affiliated parties; (i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any Intellectual Property Rights); (j) agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (k) sales, distribution or franchise agreement; (l) contract or agreement prohibiting it from freely engaging in any business or competing anywhere Contract made other than in the worldOrdinary Course; or (mxxvi) Contract not otherwise described in any other agreement subsection of this Section 4.10(a) with a term in excess of six months or providing for aggregate payments that (A) is reasonably expected to involve future expenditures by any Group Company of more than $200,000 in any one-year period following the date hereof and (B) cannot be terminated by any Group Company on less than sixty (60) days’ notice without material payment or penalty, other than Ordinary Course product or active ingredient purchase contracts. (b) With such exceptions that, individually or in the aggregate, have not had, and are not reasonably likely to have, a Company Material Adverse Effect, (i) no Group Company is in breach of or default under the terms of any Contract, (ii) to the Knowledge of the Company, the other party to each of the Contracts is not in breach of or default under the terms of any such Contract, (iii) no Group Company has waived any right under any Contract; (iv) no event has occurred that, with the giving of notice or the lapse of time, or both, would constitute a breach of, or default under, any Contract; (v) there are no unresolved disputes under any of the Contracts; (vi) no Group Company has given to or received from any other Person, any written notice or other written communication regarding any actual, alleged, possible or potential breach of, or default under, any Contract, and (vii) each Contract is in full force and effect and is a valid and binding on and enforceable against the applicable Group Company in accordance with their terms and, to the Knowledge of the Company, on and against the other parties thereto, except that (A) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) Prior to the date of this Agreement, the Company has delivered or made available to Parent a true, correct and complete copy of all Material Contracts, together with all amendments, waivers or other changes thereto, and the Company has prior to the date of this Agreement provided Parent with true, correct and complete written summaries of all such Material Contracts that are unwritten. (d) Section 4.10(d) of the Company Disclosure Schedule contains as of the date of this Agreement a complete list of each Government Contract that is material to its operations still in effect, identifying the (i) contracting agency, (ii) Contract type and business prospectsContract number, (iii) name and address, and contact information of contracting office and/or contracting officer, (iv) total dollar value of Contract, and (v) approximate remaining balance.

Contracts and Commitments. Except as expressly contemplated by this Agreement for the Transaction Documents or as set forth in on the attached Contracts Schedule, neither the Company Corporation nor the Parent any of its Subsidiaries is a party to or bound by any written or oral: (a) pension, profit sharing, optionretirement, employee membership purchase bonus, incentive, equity option or other plan or arrangement providing for current or deferred or other non-salary compensation to employees or independent contractors or any other employee benefit plan or arrangementarrangement or practice, whether formal or any informal; (b) collective bargaining agreement or any other contract with any labor union, or any severance agreements, programs, policies or arrangements; (bc) agreement or contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis; basis providing for either (ci) contract under which such entity has advanced annual cash or loaned other compensation in excess of $150,000 or (ii) the payment of any cash or other Person any amountcompensation or benefits upon the consummation of the transactions contemplated hereby or in connection with a change in control or a sale of Equity Securities; (d) contract or agreement (i) requiring the consent of any party thereto upon a change in control of the Corporation or any of its Subsidiaries, (ii) containing any provision which would result in a modification of any rights or obligations of any party thereunder upon a change in control of the Corporation or any of its Subsidiaries or (iii) providing any party any remedy (including rescission or liquidated damages) in the event of a change in control or a sale of Equity Securities; (e) agreement or indenture relating to borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any asset of the Corporation or any group Subsidiary, or any letter of assets of either the Company credit arrangements or the Parent; (e) guarantee of any obligationperformance bond arrangements; (f) lease or agreement under which the Company or the Parent (i) it is lessee of or holds or operates any property, real or personal, owned by any other party; (g) Person, except for any lease or agreement of personal property under which either the Company aggregate annual payments do not exceed $150,000 or the Parent (ii) it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it under which the Companyaggregate annual payments (or the annual cost of obtaining and providing the same to such third party) exceed $150,000; (g) inbound or outbound license, royalty, indemnification, assignment or other agreement relating to Intellectual Property Rights, except for (a) licenses to the Corporation or any Subsidiary of commercially available off-the-shelf software which has not been customized for the Corporation or such Subsidiary in any significant manner and (b) any such agreements for which the aggregate license fees and costs for any such license or group of related licenses does not exceed $200,000; (h) non-disclosure or confidentiality agreement; (i) contract or group of related contracts with the same party or group of affiliated parties; parties continuing over a period of more than six (i6) assignmentmonths from the date or dates thereof, license, indemnification not terminable by the Corporation or agreement with respect to any intangible property a Subsidiary upon thirty (including, 30) days’ or less notice without limitation, any Intellectual Property Rights)penalty and involving more than $100,000; (j) agreement under which it has granted contract or group of related contracts with the same party or group of affiliated parties requiring the payment of any Person fee, penalty or other amount by the Corporation or any registration rights (including, without limitation, demand and piggyback registration rights)Subsidiary in the event of any failure to perform or late performance involving more than $100,000; (k) salesagreement relating to the ownership of or investments in any business or enterprise, distribution or franchise agreementincluding investments in joint ventures and minority equity investments; (l) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world, providing for exclusivity in any business line, geographical area, services provided or otherwise, or containing any noncompetition or nonsolicitation obligations; or (m) other agreement or series of related agreements which individually or in the aggregate is or are material to its operations or business prospects or involves annual consideration in excess of $150,000 (excluding contracts with employees), whether or not in the ordinary course of business. (n) All of the contracts, agreements, instruments and business prospectsdocuments set forth or required to be set forth on the Contracts Schedule (each, a “Material Contract”) are valid, binding and enforceable against the Corporation and its respective Subsidiaries and each other party thereto in accordance with their respective terms (except as such enforceability may be limited by laws of general application relating to bankruptcy, insolvency and relief of debtors). The Corporation and its Subsidiaries (as applicable) and, to the Knowledge of the Corporation, the other parties thereto have performed all obligations required to be performed by them and are not in default under or in breach of, in each case, nor in receipt of any written claim of such default or breach, under any Material Contract. No event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance, in each such case, by the Corporation or any of its Subsidiaries under any such Material Contract. The Corporation has no present expectation or intention of not fully performing on a timely basis all such obligations required to be performed by the Corporation or any of its Subsidiaries (as the case may be) under any such Material Contract. The Corporation has no Knowledge of any cancellation, anticipated or threatened cancellation or any default or breach by the other parties to any Material Contract. (o) The Purchasers have been supplied with a true and complete copy of each of the written Material Contracts and agreements and an accurate description of each of the oral Material Contracts.

Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth in on Schedule 5.11(a) of the attached Contracts ScheduleDisclosure Schedule (all written or oral contracts or agreements required to be set forth on such schedule being referred to herein as the “Material Contracts” and each a “Material Contract”), neither the Company nor the Parent is not a party to or bound by any written or oral: (ai) pension, profit sharing, optionstock option (other than the Company Options granted under the Company Stock Plan on standard forms delivered to Buyer), employee membership stock purchase or other plan or arrangement providing for deferred or other non-salary compensation (including any bonuses or other remuneration and whether in cash or otherwise), to employees, former employees or consultants, or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangements; (bii) contract for the employment or engagement of any officer, individual employee or other Person on a full-time, part-time, consulting consulting, contractor or other basisbasis or relating to loans to officers, directors or Affiliates, other than the offer letters substantially in the form made available to Buyer that provide for “at-will” employment and maybe be terminated by the Company upon less than thirty (30) days’ notice; (ciii) contract under which such entity the Company has advanced or loaned any other Person any amountamounts; (div) agreement or indenture relating to borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien Lien, other than a Permitted Lien, on any asset or any group of assets of either the Company or the ParentCompany; (ev) guarantee of any obligationGuaranty; (fvi) lease or agreement under which the Company or the Parent is lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $150,000; (gvii) lease or agreement under which either the Company or the Parent is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by the Company; (hviii) contract or group of related contracts with the same party or group of affiliated partiesparties the performance of which involves consideration in the aggregate in excess of $150,000, other than purchase and sales orders incurred in the ordinary course of business; (iix) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, including any Intellectual Property Rights)) granted or made to the Company, or granted or made by the Company to third parties, except licenses granted by a third party to the Company of commercially available, unmodified, “off the shelf” software used solely for the internal use of the Company for an aggregate fee, royalty or other consideration for any such software or group of related software licenses of no more than $150,000, except pursuant to the Company’s standard form of customer agreement in the form delivered to Buyer; (jx) contract concerning the provision of co-location and related services to the Company, which services are used to fulfill obligations to provide software and data hosting services to customers; (xi) contract pursuant to which (i) Company Intellectual Property Rights owned by a third party are actually embedded in Company Software, or (ii) Intellectual Property Rights owned by a third party for development tools are used to develop Company Software; (xii) warranty agreement with respect to its services rendered or its products sold or leased, except pursuant to the Company’s standard form of customer agreement in the form delivered to Buyer; (xiii) agreement under which it has granted any Person any registration rights (including, without limitation, including demand and or piggyback registration rights); (kxiv) sales, distribution distribution, manufacturing, supply or franchise agreement; (lxv) agreement with a term of more than six (6) months which is not terminable by the Company upon less than thirty (30) days’ notice without penalty and involves a consideration in excess of $150,000 annually; (xvi) contract regarding voting, transfer or other arrangements related to the Company’s Capital Stock or warrants, options or other rights to acquire any of Capital Stock of the Company, except pursuant to the Company’s standard form of option agreement in the form delivered to Buyer; (xvii) contract or agreement regarding any indemnification provided to or by the Company, including any contract regarding any indemnification provided with respect to Environmental and Safety Requirements, except pursuant to the Company’s standard form of customer agreement in the form delivered to Buyer; (xviii) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or (mxix) any other agreement which is material to its operations and business prospectsprospects or involves a consideration in excess of $150,000 annually. To the extent applicable, the Material Contracts identified on Schedule 5.11 of the Disclosure Schedule are separately identified by type of agreement. The description of all Material Contracts identified on Schedule 5.11 of the Disclosure Schedule clearly identify all amendments, waivers and other modifications to such agreements. (b) All of the contracts, leases, agreements and instruments set forth or required to be set forth on Schedule 5.11(b) of the Disclosure Schedule are valid, binding and enforceable against the Company, and to the Company’s knowledge, against the other party thereto, in accordance with their respective terms, and shall be in full force and effect without penalty in accordance with their terms upon consummation of the transactions contemplated hereby, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. Except as set forth on Schedule 5.11(b) of the Disclosure Schedule, (i) the Company has performed, in all material respects, all obligations required to be performed by it and is not in default under or in breach of nor, as of the date hereof, in receipt of any claim of default or breach under any Material Contract or instrument to which the Company is a party; (ii) no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company under any Material Contracts or instrument to which the Company is a party; (iii) the Company has no present expectation or intention of not fully performing all such obligations; (iv) no partially-filled or unfilled customer purchase order or sales order is subject to cancellation or any other modification by the other party thereto or is subject to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery; and (v) as of the date hereof the Company has no knowledge of any breach or anticipated breach by the other parties to any Material Contracts, lease, agreement, instrument or commitment to which they are parties. The Company is not a party to any Material Contracts the performance of which could reasonably be expected to have a Material Adverse Effect. There are no renegotiations of, attempts or requests to renegotiate or outstanding rights to renegotiate, any terms of any of the Material Contracts on the part of the Company. (c) Buyer’s counsel has been supplied with a true and correct copy of each of the Material Contracts which are referred to on Schedule 5.11 of the Disclosure Schedule, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as expressly specifically contemplated by this Agreement or and except as set forth in the attached Contracts Scheduleon Schedule 5.12, neither the Company nor the Parent is not a party to or bound by any by, whether written or oral: , any: (ai) bonus, pension, profit sharing, option, employee membership purchase or other plan or arrangement providing for deferred or other non-salary compensation to employees retirement or any other employee benefit form of deferred compensation plan or arrangementany stock purchase, stock option, hospitalization insurance or any collective bargaining agreement similar plan or any other contract with any labor unionpractice, whether formal or severance agreements, programs, policies or arrangements; informal; (bii) contract Contract for the employment of any officer, individual employee or other Person person on a full-timetime or consulting basis, part-time, consulting any severance agreement or other basis; any agreement requiring any payment upon a change of control of the Company; (ciii) contract under which such entity has advanced or loaned any other Person any amount; (d) agreement Contract or indenture relating to borrowed the borrowing of money or other Indebtedness or the to mortgaging, pledging or otherwise placing a Lien lien on any asset of its assets; (iv) agreements with respect to the lending or any group investing of assets of either the Company funds; (v) license or the Parent; royalty agreements; (evi) guarantee guaranty of any obligation; , other than endorsements made for collection; (fvii) lease or agreement under which the Company or the Parent it is lessee of of, or holds or operates operates, any property, real or personal, personal property owned by any other party; party calling for payments in excess of $2,000 annually; (gviii) lease or agreement under which either the Company or the Parent it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by the Company; it; (hix) contract Contract or group of related contracts Contracts (not including utility service agreements) with the same party for the purchase or sale of supplies, products or other personal property or for the furnishing or receipt of services which either calls for performance over a period of more than one year (except if such Contracts do not involve a sum in excess of $2,500 annually) or involves a sum in excess of $5,000; (x) Contract or group of affiliated parties; related Contracts with the same party continuing over a period of more than six months from the date or dates thereof, not terminable by it on 30 days or less notice without penalties or involving more than $5,000; (ixi) assignmentContract with any officer, licensedirector, indemnification shareholder or other insider of the Company or any of its affiliates, or any family member or relative of Company or Owners (or trust for the benefit of Company or Owners or any of the foregoing), or with any entity controlled by or under common control of any such party (together, all such parties are “Related Parties”); (xii) Contract relating to the distribution, marketing or sales of its products, including the terms of sale used by Company in connection with confirmations of any purchase orders or shipments made to customers; (xiii) warranty agreement with respect to any intangible property products sold; (including, without limitation, any Intellectual Property Rights);xiv) Contracts pursuant to which the Company subcontracts work to third parties; or (xv) other Contract material to it whether or not entered into in the ordinary course of business. (jb) agreement Except as set forth on Schedule 5.12, the Company has delivered to the Buyer a complete copy of each written Contract listed in Schedule 5.12 (as amended to date) and a written summary setting forth the material terms and conditions of each oral Contract referred to in Schedule 5.12. With respect to each such Contract: (i) the Contract is legal, valid, binding, enforceable, and in full force and effect in all material respects; (ii) no party is in material breach or default, and no event has occurred that with notice or lapse of time would constitute a material breach or default, or permit the termination, modification, or acceleration, under which it the Contract; and (iii) no party has granted repudiated any Person any registration rights (including, without limitation, demand and piggyback registration rights); (k) sales, distribution or franchise agreement; (l) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in material provision of the world; or (m) other agreement which is material to its operations and business prospectsContract.

Contracts and Commitments. (a) Except as expressly specifically contemplated by this Agreement or and except as set forth in on Schedule 6.13, to the attached Contracts ScheduleKnowledge of Sellers, neither the Company nor the Parent any Subsidiary is a party to or bound by any written or oralwritten: (ai) Collective bargaining agreement, works council agreement or Contract with any labor union or any bonus, commissions, pension, profit sharing, option, employee membership purchase or other plan or arrangement providing for deferred or other non-salary compensation to employees retirement or any other employee benefit form of deferred compensation plan or arrangementany stock purchase, stock option, hospitalization insurance or any collective bargaining agreement similar plan or any other contract with any labor unionpractice, whether formal or severance agreements, programs, policies or arrangementsinformal; (bii) contract Contract for the employment of any officer, individual employee or other Person person on a full-timetime or consulting basis or any notice, partseverance or change-time, consulting or other basisof-control agreements; (ciii) contract under which such entity has advanced or loaned any other Person any amount; (d) agreement Contract or indenture relating to borrowed the borrowing of money or other Indebtedness or the to mortgaging, pledging or otherwise placing a Lien on any asset of their assets; (iv) Contracts with respect to the lending or any group investing of assets of either funds; (v) Contracts (in particular licensing rights) relating to the Company Proprietary Rights by the Company or any Subsidiary to any Person or by any Person to the ParentCompanies or any Subsidiary, or Contracts affecting the Company’s or any Subsidiary’s ability to use or disclose any Proprietary Rights; (evi) guarantee guaranty, surety or letter of comfort with regard to any obligation, other than endorsements made for collection; (fvii) lease or agreement Contract under which any of the Company or the Parent its Subsidiaries is lessee of of, or holds or operates operates, any property, real or personal, personal property owned by any other party; (g) lease party calling for payments in excess of EUR 50,000 annually or agreement under which either the Company or the Parent it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by the Companyit; (hviii) contract Contract or group of related contracts Contracts with the same party for the purchase or sale of supplies, products or other personal property or for the furnishing or receipt of services which either calls for performance over a period of more than one year (except if such Contracts do not involve a sum in excess of EUR 50,000 annually) or involves a sum in excess of EUR 50,000; (ix) Contract or group of affiliated partiesrelated Contracts with the same party continuing over a period of more than six months from the date or dates thereof, not terminable by the Company or its Subsidiaries, as the case may be, on 90 days or less notice without penalties or involving more than EUR 50,000; (ix) assignmentContract relating to the distribution, licensemarketing or sales of its products (on a regular basis, indemnification or agreement with respect to any intangible property (including, without limitation, any Intellectual Property Rightssuch as agency contracts); (jxi) agreement under Contracts pursuant to which it has granted any Person any registration rights (includingthe Company or its Subsidiaries subcontract work to third parties, without limitation, demand and piggyback registration rights)involving more than EUR 50,000; (kxii) sales, distribution or franchise agreementformal power of attorney; (lxiii) contract warranty Contract with respect to their services rendered or agreement prohibiting it from freely engaging their products sold, leased or licensed which contains terms and conditions that differ in any Material respect from the standard warranty terms and conditions of the Company and its Subsidiaries; (xiv) Contract relating to the acquisition or sale of its business (or competing anywhere in the worldany Material portion thereof); or (mb) Except as disclosed on Schedule 6.13, to the Knowledge of Sellers (i) no Contract required to be disclosed on Schedule 6.13 has been breached in a Material respect or canceled by the other party, and Sellers have no Knowledge of any anticipated breach by any other party to any Contract set forth on Schedule 6.13, (ii) since December 31, 2003, no Material customer or supplier has indicated in writing to the Sellers that it shall stop or materially decrease the rate of business done with the Company or a Subsidiary or that it desires to renegotiate its Contract with the Company or its Subsidiaries in a Material aspect and with materially detrimental consequences for the Company, (iii) the Company and its Subsidiaries have performed all the Material obligations required to be performed by it in connection with the Material Contracts required to be disclosed on Schedule 6.13 and are not in Material default under or in Material breach of any Material Contract required to be disclosed on the Schedule 6.13, and no event has occurred which with the passage of time or the giving of notice or both would result in a default or breach thereunder, (iv) deleted (vi) each Material Contract is legal, valid, binding, enforceable and in full force and effect, with the exception of any terms and clauses which may not be valid or enforceable under applicable laws, and will continue as such following the consummation of the transactions contemplated hereby, (vii) deleted (viii) neither the Company nor any Subsidiary are a party to any Contract requiring it to purchase goods or services or lease property above or below, as the case may be, prevailing market rates and prices or to sell goods or services below prevailing market rates or below the cost of such goods of services to the Company or such Subsidiaries, and (ix) with regard to any commercial agency agreement and distribution agreement of the Company and its Subsidiaries statutory entitlement for a compensation fee (“Ausgleichsanspruch”) or similar entitlement exist in case of termination of such agreement, and it is explicitly agreed that these will be for the account of the Buyers. (c) Schedule 6.13 lists the ten largest customers of the Company during the 12-month period ended December 31, 2003. (d) The Sellers have provided Buyers with a true and correct copy of all written Material Contracts which is material are required to its operations and business prospectsbe disclosed on Schedule 6.13, in each case together with all Material amendments, waivers or other changes thereto (all of which are disclosed on Schedule 6.13). (e) To the Knowledge of the Sellers, no Material Contract contains a change of control provision, the implementation of which would have a Material Adverse Effect unless disclosed in Schedules to this Agreement.

Contracts and Commitments. (a) Except as expressly specifically contemplated by this Agreement or and except as set forth in the attached Contracts Schedule, neither Schedule 3.10 the Company nor the Parent is not a party to or bound by any by, whether written or oral, any: (ai) collective bargaining agreement or Contract with any labor union or any bonus, commissions, pension, profit sharing, option, employee membership purchase or other plan or arrangement providing for deferred or other non-salary compensation to employees retirement or any other employee benefit form of deferred compensation or incentive plan or, other than the Company Option Plan, any stock purchase, stock option, hospitalization insurance or similar plan or arrangementpractice, whether formal or any collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangementsinformal; (bii) contract Contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basisindependent contractor basis or any severance agreements or change-of-control agreements; (ciii) contract under which such entity has advanced or loaned any other Person any amount; (d) agreement or indenture Contract relating to borrowed money or other Indebtedness or the to mortgaging, pledging or otherwise placing a Lien on any asset of its assets, other than a Permitted Lien; (iv) Contracts with respect to the lending or investing of funds; (v) license or royalty Contracts, or management, consulting, or advisory contracts; (vi) guaranty of any group of assets of either obligation, other than endorsements made for collection; (vii) Contract under which it is lessee of, or holds or operates, any personal property owned by any other party calling for payments by the Company or the Parent; (e) guarantee of any obligation; (f) lease or agreement under which the Company or the Parent is lessee of or holds or operates any property, real or personal, owned by any other party; (g) lease or agreement under which either the Company or the Parent is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by the Companyit; (hviii) contract Contract or group of related contracts Contracts with the same party for the purchase or sale of supplies, products or other personal property or for the furnishing or receipt of services which either calls for performance over a period of more than one year; (ix) Contract or group of affiliated partiesrelated Contracts with the same party continuing over a period of more than six months from the date or dates thereof, not terminable by it on 30 days or less notice without penalties; (ix) assignment, license, indemnification Contracts relating to the ownership of or agreement with respect to investments in any intangible property business or enterprise (including, without limitationbut not limited to, any Intellectual Property Rightsinvestments in joint ventures and minority equity investments); (jxi) agreement under Contract which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (k) sales, distribution or franchise agreement; (l) contract or agreement prohibiting prohibits it from freely engaging in any business or competing anywhere in the world; (xii) Contract relating to the distribution, marketing, advertising or sales of its products and/or services; (xiii) Contracts pursuant to which it subcontracts work to third parties; (xiv) power of attorney; (xv) Contract relating to the acquisition or sale of its business (or any material portion thereof); (xvi) Contracts relating to Proprietary Rights except as set forth in Schedule 3.11(b); or (mxvii) other agreement which is Contract material to it, whether or not entered into in the Ordinary Course of Business. (b) Except as disclosed in Schedule 3.8(b), Schedule 3.10 or Schedule 3.11(b), (i) no Contract or commitment required to be disclosed on Schedule 3.8(b), Schedule 3.10 or Schedule 3.11(b) (each, a “Material Contract” and collectively, the “Material Contracts”) has been breached or canceled by the other party, and there are no anticipated breaches by any other party to any Material Contract, (ii) the Company has performed all the obligations required to be performed by them under the Material Contracts to the extent required to be so performed as of the date hereof or as of the Closing Date and are not in default under or in breach of any Material Contract, and no event or condition has occurred or arisen which with the passage of time or the giving of notice or both would result in a default or breach thereunder, (iv) the Company does not have a present expectation or intention of not fully performing any obligation pursuant to any Material Contract, (vi) each Material Contract is legal, valid, binding, enforceable and in full force and effect and will continue as such following the consummation of the transactions contemplated hereby. (c) The Company has made available to Buyer a true and correct copy of all written Material Contracts, in each case together with all amendments, waivers or other changes thereto (all of which are disclosed on Schedule 3.10 or Schedule 3.11(b)). Schedule 3.10 or Schedule 3.11(b) contains an accurate and complete description of all material terms of all oral Material Contracts referred to therein. (d) During the two-year period ending on the date of this Agreement, the Company has not used any name or names under which they have invoiced account debtors, maintained records regarding its operations and assets or otherwise conducted business prospectsother than the exact names set forth on Schedule 3.10 or Schedule 3.11(b).

Contracts and Commitments. (a) Except as expressly contemplated by disclosed in another section of this Agreement Article III or as set forth in the attached Contracts Scheduleon Schedule 3.9(a) , neither the Company nor the Parent is not a party to or bound by any of the following (whether written or oral:): (ai) pension, profit sharing, stock option, employee membership stock purchase or other plan or arrangement providing for deferred or other non-salary compensation to employees or any other employee benefit plan or arrangement, or any employees; (ii) collective bargaining agreement or any other contract Contract with any labor unionunion or other similar organization, or any severance agreements, programs, policies or arrangements; (biii) contract management agreement or Contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basisbasis or that provides for the payment of any cash or other compensation or benefits upon the consummation of the transactions contemplated hereby; (civ) contract under which such entity has advanced or loaned Contract involving any other Person any amountGovernment Entity; (dv) agreement or indenture Contract relating to borrowed money or other Indebtedness Indebtedness, or the mortgaging, pledging or otherwise placing a Lien on any material asset or any material group of assets of either the Company Company, or the Parentany letter of credit arrangements, or any guarantee therefore; (evi) guarantee Contracts that require the payment of any obligationfee or penalty in the event of any failure to perform or late performance of such contract by the Company; (fvii) lease or agreement Contract under which the Company or the Parent is a (A) lessee of or holds or operates any property, real or personal, personal property owned by any other party; (g) , except for any lease or agreement of personal property under which either the Company aggregate annual rental payments do not exceed $5,000 or the Parent is (B) lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by the Company; (hviii) contract Contract (or a group of related contracts Contracts) with the same party continuing over a period of more than six months from the date or group of affiliated partiesdates thereof, involving more than $10,000 annually in services provided by the Company or $10,000 annually payable by the Company; (iix) assignmentContract granting any Person any option, licenseright of first refusal or preferential or similar right to purchase any of the assets of the Company; (x) Contract relating to the ownership of, indemnification Investments in or agreement with respect loans and advances to any intangible property Person, including Investments in joint ventures and minority equity investments or contracts or agreements that involve the sharing of profits, losses, costs or Liabilities with any other Person; (xi) Intellectual Property License (other than any “shrink-wrap,” “click-wrap” or other similar non-customized software that is licensed solely pursuant to a non-exclusive license or is generally available for less than an aggregate amount per application of $5,000); (xii) broker, dealer, franchise, agent, sales representative, sales or distribution Contract; (xiii) power of attorney or other similar Contract or grant of agency; (xiv) Contract that includes any “take or pay,” “meet or release,” “most favored nations” or other similar pricing or delivery provisions; (xv) Contract that provides for the indemnification of any Person outside of the Ordinary Course of Business; (xvi) Contract that relates to the acquisition or disposition of any stock or substantially all of the assets of any other Person (whether by merger, sale of stock, sale of assets or otherwise); (xvii) Contract that limits or purports to limit the Company from engaging in any line of business or in any geographic area or during any period of time, including, without limitation, any Intellectual Property Rights); (j) agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (k) sales, distribution material nondisclosure or franchise agreement; (l) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the worldconfidentiality agreements; or (mxviii) other agreement which Contract, other than a Lease or a Contract previously disclosed in this subsection (a), that is material to its operations and business prospectsprospects or involves a consideration in excess of $10,000 annually, whether or not in the Ordinary Course of Business. (b) All of the Contracts set forth or required to be set forth on Schedule 3.9(a) (collectively, the “Material Contracts”) are valid, binding and enforceable as to the Company and, to the Knowledge of the Company, as to the other parties thereto, in each case in accordance with their respective terms. Complete and correct copies of each Material Contract (including all material modifications, amendments, schedules, exhibits and supplements thereto and waivers thereunder which are in effect as of the date hereof) have been made available to Buyer. Each of the Material Contracts is in full force and effect without penalty in accordance with their respective terms. Except as set forth on Schedule 3.9(b) , neither the Company nor, to the Knowledge of the Company, any other party to any Material Contract is in breach of or default under (or is alleged to be in breach of or default under), or has provided or received any notice of any intention to terminate, any Material Contract. Except as set forth on Schedule 3.9(b), to the Knowledge of the Company, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder.

Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth in the attached Contracts Scheduleon Schedule 2.10(a), neither the no Group Company nor the Parent is a party to to, or bound by by, any written or oral:oral (without duplication): (ai) pension, profit sharing, stock option, employee membership stock purchase or other plan or arrangement providing for deferred or other non-salary compensation to employees or any other employee benefit plan or arrangement, or any employees; (ii) collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangements; (biii) management agreement or contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basisbasis (A) providing annual cash or other compensation in excess of $50,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the transactions contemplated hereby or (C) otherwise restricting its ability to terminate the employment of any employee at any time for any lawful reason or for no reason without penalty or Liability; (civ) contract under which such entity has advanced or loaned agreement involving any other Person any amountGovernment Entity; (dv) agreement or indenture relating to borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material asset (tangible or any intangible) or material group of assets (tangible or intangible) or any letter of either the Company credit arrangements, or the Parentany guarantee therefor; (e) guarantee of any obligation; (fvi) lease or agreement (other than with respect to data centers of any Group Company) under which the Company or the Parent it is (A) lessee of or holds or operates any personal property, real or personal, owned by any other party; (g) , except for any lease or agreement of personal property under which either the Company aggregate annual rental payments do not exceed $50,000 or the Parent is (B) lessor of or permits any third party Third Party to hold or operate any property, real or personal, personal property owned or controlled by the Companyit; (hvii) contract agreements relating to the ownership of, Investments in or group of related contracts with the same party or group of affiliated partiesloans and advances to any Person, including Investments in joint ventures, partnerships and minority equity investments; (iviii) assignmentlicense, licenseroyalty, indemnification or other agreement with respect relating to any intangible property (including, without limitation, any Intellectual Property Rights)Rights (including any agreements relating to the licensing of Intellectual Property Rights by any Group Company to a Third Party or by a Third Party to any Group Company, except for licenses for commercially available, off-the-shelf software with a replacement cost and/or annual license fee of less than $25,000 and the terms and conditions of any “open source” licenses; (jix) agreement under which it has granted any Person any registration rights (includingcollaboration, without limitationjoint development, demand and piggyback registration rights); (k) sales, distribution strategic alliance or franchise similar agreement; (lx) agent, sales representative, sales or distribution agreement which involves consideration in excess of $50,000 annually; (xi) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; (xii) settlement, conciliation or similar agreement which involves consideration in excess of $100,000 annually; (xiii) agreement (or group of related agreements) for the purchase or sale of supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will involve consideration in excess of $50,000; (xiv) agreement involving any Company Affiliate except for intra-company transactions among the Group Companies; or (mxv) agreement (or group of related agreements) which involves consideration in excess of $100,000 annually and is not otherwise required to be disclosed pursuant to any of the foregoing. (b) Each of the contracts, agreements and instruments set forth or required to be set forth on Schedule 2.10(a) and the Real Property Leases (collectively the “Material Contracts”) are legal, valid, binding and enforceable against the Group Company party thereto in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and in full force and effect. No party to any Material Contract has repudiated, in writing, any Material Contract and, to the Knowledge of each Group Company, no such party has repudiated any such Material Contract. No Group Company is in default under, in breach of, or in receipt of any claim of default or breach under any Material Contract in any material respect. No event has occurred which with the passage of time or the giving of notice or both would result in a default or breach by any Group Company under any Material Contract in any material respect, and, to the Company’s Knowledge, there is no existing or threatened breach or cancellation by any other agreement which is material party to its operations any Material Contract. Parent has been provided access to (i) a true, complete and business prospectscorrect copy of each written Material Contract, together with all amendments, waivers or other changes thereto and (ii) a true, complete and correct description of the terms and conditions of each oral Material Contract.

Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth in Section 3.16 or in the attached "Contracts Schedule" attached hereto as Schedule 3.10(a) or in the "Customer Contracts Schedule" attached hereto as Schedule 3.10(d), neither the Company nor the Parent Seller is not a party to or bound by any written or oralany: (ai) bonus, pension, profit sharing, retirement or deferred compensation plan or stock purchase, stock option, employee membership purchase hospitalization insurance or other similar plan or arrangement providing for deferred practice, whether formal or other non-salary compensation to employees or any other employee benefit plan or arrangementinformal, or any collective bargaining agreement severance agreements or any other arrangements or contracts requiring Seller to pay post-retirement medical benefits; (ii) contract with any labor union, union or severance agreements, programs, policies or arrangements; (b) contract for the employment of any officer, individual employee or other Person person on a full-time, part-time, time or consulting or other basis; (ciii) contract under which such entity has advanced or loaned any other Person any amount; (d) agreement or indenture relating to borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien lien on any asset or any group of assets of either the Company or the ParentPurchased Assets; (eiv) guarantee of any obligationobligation for borrowed money or otherwise, other than endorsements made for collection in the ordinary course of business; (fv) agreement or commitment with respect to the lending or investing of funds to or in other persons or entities; (vi) license or royalty agreement related to the Business; (vii) lease or agreement related to the Business under which the Company or the Parent it is lessee of or holds or operates any property, real or personal, personal property owned by any other party; (gviii) lease or agreement related to the Business under which either the Company or the Parent it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by the Companyit; (hix) contract or group of related contracts related to the Business with the same party for the purchase or group sale of affiliated parties; products or services other than the Customer Contracts (ias defined in Section 3.10(d) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any Intellectual Property Rightshereof); (jx) agreement under which other contract related to the Business with any party continuing over a period of more than six months from the date or dates thereof, not terminable by it has granted any Person any registration rights on thirty (including, 30) days' or less notice without limitation, demand and piggyback registration rights)penalties; (k) sales, distribution or franchise agreement; (lxi) contract or agreement prohibiting which prohibits it from freely engaging in any business or competing anywhere in the world; (xii) contract relating to the distribution of its products as it relates to the Business; or (mxiii) other agreements related to the Business whether or not entered into in the ordinary course of business. (b) Except as specifically disclosed in the Contracts Schedule or the Customer Contracts Schedule, (i) no contract or commitment related to the Business has been breached in any respect or canceled by the other party, (ii) since September 30, 1998, no supplier of the Business has notified Seller that it shall stop or decrease in any material respect the rate of business done with Seller, (iii) Seller has in all respects performed all the obligations required to be performed by it to the date of this Agreement and is not in receipt of any claim of default under any material lease, contract, commitment or other agreement related to the Business to which it is a party; (iv) no event has occurred which with the passage of time or the giving of notice or both would result in a breach or default under any lease, contract, instrument or other agreement related to the Business to which Seller is a party and which is material related to its operations the Business; and (v) Seller is not a party to any contract which is adverse to the Business's operations, financial condition, operating results or business prospects. (c) Purchasers have been supplied with a true and correct copy of all written contracts which are referred to on the Contract Schedule and Customer Contracts Schedule, together with all amendments, waivers or other changes thereto. (d) Except as indicated on the "Customer Contract Schedule" attached hereto as Schedule 3.10(d), (A) each contract agreement or lease with any customer or group of customers relating to the Business ("Customer Contracts") is valid, enforceable and in full force and effect in accordance with the terms thereof, (B) there is no existing default or event or condition which, with notice or lapse of time or both, would constitute an event of default under any Customer Contract, (C) no Customer Contract has been amended, modified, supplemented or otherwise altered orally, in writing or by course of conduct, (D) no Customer Contract requires the consent of the Customer or any other party to affect a valid assignment thereof to CBI without causing a default or giving rise to a right of termination thereunder and (E) each Customer Contract complies with all applicable laws, rules and regulations. Except as set forth in the Customer Contract Schedule, neither the Seller nor any Shareholder has any knowledge of any (i) pending or threatened termination, cancellation, limitation, modification or change in any of Seller's business relationships with any customer or group of customers related to the Business or (ii) changes or pending changes in any law, rule, regulation, technology, or business relationship or other circumstance that could result in the loss of any customers related to the Business after the date hereof.

Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth in the attached Contracts Scheduleon Schedule 3.14(a), neither the Company nor the Parent is not a party to or nor is it otherwise bound by any written or oralundischarged: (ai) Contract or group of related Contracts with the same party for the purchase by the Company of products or services which provided for annual payments in excess of $10,000 during the trailing twelve-month period ending on the Financial Statement Date or that is expected to result in expenditures in excess of $10,000 in the twelve-month period following the Closing Date; (ii) bonus, pension, profit sharing, option, employee membership purchase retirement or other form of deferred compensation plan used exclusively by the Business, other than as described in Section 3.14 or arrangement providing for deferred or other non-salary compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangementsthe Disclosure Schedules relating thereto; (biii) contract Contract for the employment of any officer, officer or individual employee or other Contracts with any Person on a full-time, part-time, consulting providing for (A) the payment of any cash or other basiscompensation as a result of the execution of this Agreement and/or the consummation of the transactions contemplated hereby; and/or (B) a restriction on the Company to terminate the employment or service of such officer, employee or Person for any lawful reason or for no reason with severance or other payment obligations; (civ) contract under which such entity has advanced agreement, promissory note, bond, indenture, letter of credit or loaned any other Person any amount; (d) agreement or indenture instrument relating to borrowed the borrowing of money or other Indebtedness or the to mortgaging, pledging or otherwise placing a Lien an Encumbrance on any asset or any group material portion of assets of either the Company or the ParentCompany’s assets; (ev) guarantee guaranty of any obligationobligation for borrowed money or other guaranty; (fvi) lease or agreement under which the Company or the Parent is lessee of or holds or operates any propertydistribution, real or personal, owned by any other party; (g) lease or agreement under which either the Company or the Parent is lessor of or permits any third party to hold reseller, dealer, agency, franchise, advertising, revenue sharing, alliance, joint venture, or operate any property, real or personal, owned or controlled by marketing Contract of the Company; (hvii) contract Contracts that obligate the Company to provide best pricing to any third party, exclusively purchase goods or group services from any third party, or otherwise include minimum purchase requirements from any third party; (viii) Contracts that grant exclusive sales, distribution, marketing or other exclusive rights, rights of related contracts refusal, rights of first negotiation, or equivalent rights to any Person; (ix) Contracts that limit the right of the Company to sell, distribute, or manufacture any products or services, to purchase or otherwise obtain any software, products, or services; (x) Contracts for consulting services that are not terminable by the Company within notice of ninety (90) days or less, has a term of more than one year and requires payment by the Company after the Closing Date; or (xi) Contract which prohibits the Company from competing with any Person or selling or purchasing goods or services from any Person. (b) The Company has made available to Purchaser a true and correct copy of all Contracts listed on Schedule 3.14(a) (collectively, the same party or group of affiliated parties;“Material Contracts”), together with all amendments thereto. (c) Except as set forth on Schedule 3.14(c), with respect to each Material Contract: (i) assignmentsuch Contract is in full force and effect and a valid and binding agreement of the Company, licenseenforceable in accordance with its terms, indemnification except as the enforcement thereof may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies; (ii) the Company is not in breach or agreement with respect to any intangible property (including, without limitation, any Intellectual Property Rights); (j) agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (k) sales, distribution or franchise agreement; (l) contract or agreement prohibiting it from freely engaging default in any business material respect, and the Company has not taken any action which, with notice or competing anywhere lapse of time, would constitute a breach or default in any material respect, or permit termination, material modification or acceleration, as applicable, under such Contract; (iii) to the worldCompany’s knowledge, no other party is in breach or default under such Contract; or and (miv) the Company has not received any written notice that any other agreement which is material party to its operations and business prospectssuch Material Contract intends to terminate, materially adversely modify, refuse to perform or refuse to renew such Material Contract.

Contracts and Commitments. (i) Except as expressly contemplated by this Agreement or as set forth in on Schedule 3.2(j)(i), none of the attached Contracts Schedule, neither the Company nor the Parent Companies is a party to or bound by by, any written or oral: (aA) pension, profit sharing, stock option, employee membership stock purchase or other plan or arrangement providing for deferred or other non-salary compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangements; (bB) contract with any Affiliate, officer or director of any Company or any Affiliate of any such officer or director; (C) contract (other than a contract relating solely to confidentiality, work-for-hire or the like) for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basisbasis providing annual compensation in excess of $100,000 or contract relating to loans to officers, directors or Affiliates of any Company or Affiliate of any such officer or director; (cD) contract under which such entity has advanced to loan money or loaned extend credit to any Person, other Person any amountthan trade credit extended in the Ordinary Course of Business; (dE) agreement or indenture relating to borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any asset or any group of assets of either the Company or the Parentany Company; (eF) guarantee guaranty of any obligation; (fG) lease or agreement agreement, including capitalized leases, under which any Company is the Company or the Parent is lessee of or holds or operates any property, real or personal, personal property owned by any other party, except for any lease or agreement for personal property under which the aggregate annual payments do not exceed $100,000; (gH) lease or agreement under which either any Company is the Company or the Parent is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by the such Company; (hI) contract or group of related contracts (excluding purchase orders and supply arrangements issued or received in the Ordinary Course of Business) with the same party or group of affiliated parties, the performance of which involves consideration in excess of $100,000 annually; (iJ) assignment, license, indemnification indemnification, joint ownership or other agreement with respect to any the intangible property (includingincluding any Proprietary Rights) of any Company or of any third party; (K) distribution, without limitationvendor, any Intellectual Property Rightsdealership franchise or service agreement or contract relating to the distribution, marketing or sale of its products or services (excluding purchase orders); (jL) agreement under with a remaining term of more than six months, which it has granted is not terminable by either any Person any registration rights Company upon less than 60 days’ notice without penalty or which involves more than $100,000 annually (including, without limitation, demand and piggyback registration rightsexcept as contemplated by other items in this Section 3.2(j)(i)); (k) sales, distribution or franchise agreement; (lM) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; (N) warranty agreement with respect to products sold or services rendered (excluding purchase orders); (O) agreements relating to ownership of or investments in Capital Interests of any Person (including investments in joint ventures and minority equity investments); (P) contracts under which any Company is obligated to indemnify any Person other than agreements entered into in the Ordinary Course of Business; (Q) contracts relating to the settlement or compromise of any actions, proceedings or investigations disclosed on Schedule 3.2(k); (R) contracts relating to the acquisition, sale, disposition or transfer of all or any substantial portion of the assets or stock of any Company or any other Person (whether by way of merger or otherwise) other than in the Ordinary Course of Business; or (mS) agreements relating to the subcontracting to another Person of any Company’s obligations under any agreement listed on Schedule 3.2(j)(i). (ii) Each of the contracts, agreements and instruments set forth on or required to be set forth on Schedule 3.2(j)(i) is valid, binding and enforceable against the applicable Company or Companies, and, to the Knowledge of HDOC, the other parties thereto, in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and as limited by general principles of equity that restrict the availability of equitable remedies. Other than customer product liability or warranty claims made in the Ordinary Course of Business, to the Knowledge of HDOC, each Company has performed all material obligations required to be performed by it under each of such contracts, agreements and instruments; none of the Companies is in material default under or in material breach of or in receipt of any written claim of default or breach under any such contract, agreement or instrument; and no event has occurred which is 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 any Company, or, to its operations the Knowledge of HDOC, any other party, under any such contract, agreement or instrument. Except as set forth on Schedule 3.2(j)(ii), with respect to each contract, agreement or instrument required to be set forth on Schedule 3.2(j)(i): (A) the acquisition of the Shares as contemplated under this Agreement will not result in a material breach of or default by the applicable Company under any such contract, agreement or instrument, or otherwise cause such contract, agreement or instrument to cease to be legal, valid, binding, enforceable and business prospectsin full force and effect against the third party thereto on identical terms following the Closing; (B) none of HDOC and the Companies has received written notice of the intention of any party to such contract, agreement or instrument to cancel, terminate or renegotiate any such contract, agreement or instrument; and (C) to HDOC’s knowledge, there has not been any material breach or anticipated material breach by any other party to such contract, agreement or instrument. (iii) Except as expressly contemplated by this Agreement or as set forth on Schedule 3.2(j)(iii), there are no agreements, written or oral, relating to the Purchased Assets. (iv) HDOC has provided or made available to the Purchaser a true and correct copy of all written contracts which are required to be disclosed on Schedule 3.2(j)(i) or Schedule 3.2(j)(iii), in each case together with all amendments, waivers or other changes thereto. Schedule 3.2(j)(i) and Schedule 3.2(j)(iii) contain an accurate description of all material terms of all oral contracts referred to therein.

Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth in on the attached Contracts ScheduleSchedule 2.13, neither the Company nor the Parent any of its Subsidiaries is a party to or bound by any of the following, whether written or oral: (ai) any pension, profit sharing, stock option, employee membership stock purchase or other plan or arrangement providing for deferred or other non-salary compensation (including any bonuses or other remuneration and whether in cash or otherwise) to employees, former employees or consultants, or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any union, labor unionorganization or similar employee representative, or severance agreements, programs, policies or arrangements; (bii) any contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis; (ciii) any contract under which such entity the Company or any of its Subsidiaries has advanced or loaned money to, guaranteed an amount for the benefit of or made an Investment in any other Person any amountPerson; (div) any agreement or indenture relating to borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material asset or any group of assets of either the Company or the Parentany of its Subsidiaries; (ev) guarantee of any obligation; (f) lease or agreement under pursuant to which the Company or the Parent any of its Subsidiaries is lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $10,000; (gvi) any lease or agreement under pursuant to which either the Company or the Parent any of its Subsidiaries is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by the CompanyCompany or any of its Subsidiaries; (hvii) any contract or group of related contracts contracts, excluding any customer contract, with the same party or group of affiliated parties; parties the performance of which involves consideration in the aggregate in excess of $25,000 (i) assignment, license, indemnification or agreement with respect and not otherwise disclosed pursuant to any intangible property (including, without limitation, any Intellectual Property Rightsthis Section 2.13); (jviii) any contract or agreement under which it has granted (A) relating to the licensing of any Person Intellectual Property Right by the Company or any registration rights of its Subsidiaries to a third party or by a third party to the Company or any of its Subsidiaries (includingother than licenses for generally available commercial, without limitationunmodified, demand “off the shelf” Software used solely for the internal use of the Company and piggyback registration rightsits Subsidiaries for an aggregate fee, royalty or other consideration for any such Software or group of related Software licenses of no more than $10,000), (B) for any Embedded Software or (C) affecting the ability of the Company or any of its Subsidiaries to use or enforce any Intellectual Property Right (including concurrent use agreements, settlement agreements and consent to use agreements); (kix) salesany contract or agreement, distribution excluding any customer contract, with a term of more than six months which is not terminable upon less than thirty (30) days’ notice without penalty and involves consideration in excess of $10,000 annually, except any contract or franchise agreementagreement related to Section 2.13(a)(vii); (lx) any contract or agreement, excluding any customer contract, regarding any material indemnification provided to or by the Company or any of its Subsidiaries; (xi) any contract or agreement prohibiting it the Company or any of its Subsidiaries from freely engaging in any business or competing anywhere in the world, granting most favored nation pricing or exclusive rights to a counterparty or requiring it to purchase all or substantially all of its requirements for a product or service from a particular Person; (xii) any material non-disclosure or confidentiality agreements (other than agreements with Buyer); (xiii) any settlement, conciliation or similar agreement with any Governmental Authority or that will require the Company or any of its Subsidiaries to pay consideration after the execution date of this Agreement in excess of $10,000; or (mxiv) any other agreement agreement, excluding any customer contract, which is material to its their operations and or business prospects. The description of all contracts, leases, agreements and instruments identified on Schedule 2.13 identify all amendments and other modifications to such agreements. (b) Each of the contracts, leases, agreements and instruments set forth or required to be set forth on Schedule 2.13 (each, together with each contract or agreement included on Schedule 2.11, 2.12 or 2.14, and any contract or agreement with Visa, PricewaterhousCoopers or Orrick or any of their respective subsidiaries, a “Material Contract”) is valid, binding and enforceable in accordance with its terms against the Company or any of its Subsidiaries and, to the Company’s and its Subsidiaries’ Knowledge, the other parties thereto and is in full force and effect. Except as set forth on Schedule 2.13, (i) the Company and its Subsidiaries have performed all material obligations required to be performed by them under each Material Contract and the Company and its Subsidiaries (with or without the lapse of time or the giving of notice, or both) are not in material breach or default thereunder, (ii) no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or any of its Subsidiaries under any Material Contract, (iii) no Material Contract is currently subject to or, to the Company’s and its Subsidiaries’ Knowledge, expected to be subject to cancellation or any other material modification by the other party thereto, or is subject to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery, and (iv) the Company and its Subsidiaries do not have Knowledge of any material breach or anticipated breach by the other parties to any Material Contract. There are no renegotiations of, or attempts or requests to renegotiate or outstanding rights to renegotiate, any terms of any of the Material Contracts. (c) Buyer has been supplied with a true and correct copy of each of the written contracts, leases, agreements and instruments and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on Schedule 2.13, together with all amendments and an accurate description of any waivers or other changes thereto.

Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth in Section 3.16 or in the attached "Contracts Schedule" attached hereto as Schedule 3.10(a) or in the "Customer Contracts Schedule" attached hereto as Schedule 3.10(d), neither the Company nor the Parent Seller is not a party to or bound by any written or oralany: (ai) bonus, pension, profit sharing, retirement or deferred compensation plan or stock purchase, stock option, employee membership purchase hospitalization insurance or other similar plan or arrangement providing for deferred practice, whether formal or other non-salary compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor unioninformal, or severance agreements, programs, policies agreements or arrangementsarrangements or contracts requiring Seller to pay post-retirement medical benefits; (bii) contract for the employment of any officer, individual employee or other Person person on a full-time, part-time, time or consulting or other basis; (ciii) contract under which such entity has advanced or loaned any other Person any amount; (d) agreement or indenture relating to borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien lien on any asset or any group of assets of either the Company or the ParentPurchased Assets; (eiv) guarantee of any obligationobligation for borrowed money or otherwise, other than endorsements made for collection in the ordinary course of business; (fv) agreement or commitment with respect to the lending or investing of funds to or in other persons or entities; (vi) license or royalty agreement related to the Business; (vii) lease or agreement related to the Business under which the Company or the Parent it is lessee of or holds or operates any property, real or personal, personal property owned by any other party; (gviii) lease or agreement related to the Business under which either the Company or the Parent it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by the Companyit; (hix) contract or group of related contracts related to the Business with the same party for the purchase or group sale of affiliated parties; products or services other than the Customer Contracts (ias defined in Section 3.10(d) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any Intellectual Property Rightshereof); (jx) agreement under which other contract related to the Business with any party continuing over a period of more than six months from the date or dates thereof, not terminable by it has granted any Person any registration rights on sixty (including, 60) days' or less notice without limitation, demand and piggyback registration rights)penalties; (k) sales, distribution or franchise agreement; (lxi) contract or agreement prohibiting which prohibits it from freely engaging in any business or competing anywhere in the world; (xii) contract relating to the distribution of its products as it relates to the Business; or (mxiii) other agreements material to the Business whether or not entered into in the ordinary course of business. (b) Except as specifically disclosed in the Contracts Schedule or the Customer Contracts Schedule, (i) no contract or commitment related to the Business has been breached in any respect or canceled by the other party to the Seller's knowledge, (ii) since December 31, 2000, no supplier of the Business has notified Seller that it shall stop or decrease in any material respect the rate of business done with Seller, (iii) Seller has in all respects performed all the obligations required to be performed by it to the date of this Agreement and is not in receipt of any claim of default under any material lease, contract, commitment or other agreement related to the Business to which it is a party; (iv) to the Seller's knowledge, no event has occurred which with the passage of time or the giving of notice or both would reasonably be expected to result in a breach or default under any lease, contract, instrument or other agreement related to the Business to which Seller is a party and which is material related to its operations the Business; and (v) Seller is not a party to any contract which is adverse to the Business's operations, financial condition, operating results or business prospects. (c) Purchasers have been supplied with a true and correct copy of all written contracts which are referred to on the Contract Schedule and Customer Contracts Schedule, together with all amendments, waivers or other changes thereto. (d) Except as disclosed on Schedule 3.10(d), Seller has no knowledge of any (i) pending or threatened termination, cancellation, limitation, modification or change outside the ordinary course of Seller's business relationship with any customer or group of customers related to the Business or (ii) changes or pending changes in any law, rule, regulation, technology, or business relationship or other circumstance that could result in the loss of any customers related to the Business after the date hereof. Except as indicated on the Customer Contract Schedule, (A) each contract, agreement or lease with customers of Seller relating to the Business ("Customer Contracts") is valid, enforceable and in full force and effect in accordance with the terms thereof, (B) to the Seller's knowledge, there is no existing default or event or condition which, with notice or lapse of time or both, could be reasonably expected to constitute an event of default under any Customer Contract, (C) no Customer Contract has been amended, modified, supplemented or otherwise altered orally, in writing or by course of conduct, (D) no Customer Contract requires the consent of the Customer or any other party to affect a valid assignment thereof to Purchasers without causing a default or giving rise to a right of termination thereunder and (E) each Customer Contract complies with all applicable laws, rules and regulations. Except as set forth in the Customer Contract Schedule, neither the Seller nor any Shareholder has any knowledge of any (i) pending or threatened termination, cancellation, limitation, modification or change in any of Seller's business relationships with any customer or group of customers related to the Business or (ii) changes or pending changes in any law, rule, regulation, technology, or business relationship or other circumstance that could be reasonably expected to result in the loss of any customers related to the Business after the date hereof.

Contracts and Commitments. (a) Except as expressly specifically contemplated by this Agreement or as set forth in the attached Contracts Scheduleon Schedule 3.12(b), neither Schedule 3.14, Schedule 3.15 or Schedule 3.26, the Company nor the Parent is not a party to or bound by any by, whether written or oral, any: (ai) Contract involving a commitment or payment by the Company in excess of $100,000; (ii) any bonus, commission, pension, profit sharing, option, employee membership purchase or other plan or arrangement providing for deferred or other non-salary compensation to employees retirement or any other form of deferred compensation or incentive plan or any stock purchase, stock option, hospitalization, insurance or similar employee benefit plan or arrangementpractice, whether formal or any collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangementsinformal; (biii) contract Contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basisindependent contractor basis or any severance or change-of-control agreement, or any collective bargaining agreement or Contract with any labor union; (civ) contract under which such entity has advanced or loaned any other Person any amount; (d) agreement or indenture Contract relating to borrowed money Indebtedness (including guaranty arrangements) or other Indebtedness or the to mortgaging, pledging or otherwise placing a Lien on any asset of its assets, or any group guaranty of assets an obligation of either a third party; (v) royalty, dividend or similar arrangement based on the revenues or profits of the Company or the Parentany contract or agreement involving fixed price or fixed volume arrangements; (evi) guarantee Contract or arrangement which provides any employee with any portion of the profits attributable to or generated by any obligationline of business; (fvii) lease or agreement Contract which contains any provisions requiring the Company to indemnify any other party other than in the Ordinary Course of Business; (viii) Contract under which the Company or the Parent is lessee of of, or holds or operates operates, any property, real or personal, owned by any other party; (g) lease party calling for payments in excess of $25,000 annually or agreement under which either the Company or the Parent it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by the Company; (hix) contract Contract or group of related contracts Contracts which is or are not cancelable by the Company without penalty on not less than sixty (60) days notice; (x) Contract relating to the ownership of or investment in any business or enterprise (including investments in joint ventures and minority equity investments); (xi) Contract limiting the freedom of the Company, or that would limit the freedom of Buyer or any of its Affiliates after the Closing Date, to freely engage in any line of business or with any Person anywhere in the same party world or group during any period of affiliated time; (xii) Contract under which the Company has triggered an obligation to provide a refund or rebate or any other payment related to volume-based pricing discounts or similar provisions; (xiii) Contract relating to the distribution, marketing, advertising or sales of the Company’s products and/or services; (xiv) Contract pursuant to which it subcontracts work to third parties; (ixv) assignment, license, indemnification or agreement Contract with respect to any intangible property (including, without limitation, any Intellectual Property Rights)Governmental Authority; (jxvi) agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights)power of attorney; (kxvii) salesacquisition agreement, distribution whether by merger, stock or franchise agreementasset sale or otherwise; (lxviii) contract or agreement prohibiting it from freely engaging in any business or competing anywhere Contract not executed in the worldOrdinary Course of Business; or (mxix) other agreement which is Contract material to its operations the Company. (b) The Contracts required to be disclosed on Schedule 3.12(b), Schedule 3.14, Schedule 3.15 or Schedule 3.26 are referred to herein as the “Company Contracts.” The Company has delivered to Buyer true and business prospectscorrect copies of each Company Contract, together with all amendments, waivers and other changes thereto (all of which are disclosed on Schedule 3.12(b), Schedule 3.14, Schedule 3.15 or Schedule 3.26). Schedule 3.14 contains an accurate and complete description of all material terms of all oral Contracts referred to therein. Except as disclosed on Schedule 3.14, (i) no Company Contract has been canceled or, to the Company’s Knowledge, breached by the other party, and the Company has no Knowledge of any planned breach by any other party to any Company Contract, (ii) the Company has performed in all material respects all of the obligations required to be performed by it in connection with the Company Contracts and is not in default under or in breach of any Company Contract, and no event or condition has occurred or arisen which with the passage of time or the giving of notice or both would result in a default or breach thereunder, and (iii) each Company Contract is legal, valid, binding, enforceable by the Company, and, to the Company’s Knowledge, by the other parties thereto, and in full force and effect and will continue as such following the consummation of the transactions contemplated hereby. The Company does not and will not derive any revenue from the Contracts listed on Schedule 1.1(a)(ii) as such Contracts have been terminated and are of no force and effect. The Company has provided to Buyer a list of all Contracts to which the Company is a party or otherwise has any obligations.

Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth in the attached Contracts Scheduleon Schedule 3.13, neither the Company nor the Parent is not a party to to, or bound by any by, whether written or oral, any: (ai) any Contract involving a commitment or payment by or to the Company in excess of an aggregate annual amount of $50,000, excluding any Contract with a Customer pursuant to which the Company provides Products or services to such Customer in the Ordinary Course of Business and any Contracts set forth on Sections (ii) through (xxvii) of Schedule 3.13, Schedule 3.14 or Schedule 3.21; (ii) any bonus, commission, pension, profit sharing, option, employee membership purchase or other plan or arrangement providing for deferred or other non-salary compensation to employees retirement or any other form of deferred compensation or incentive plan or any equity purchase, incentive equity, hospitalization, insurance or similar employee benefit plan or arrangementpractice, whether formal or any collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangementsinformal; (biii) contract Contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or independent contractor basis (other basisthan any employment offer letter in such form as previously provided to Buyer that is terminable “at will” without any contractual obligation on the part of the Company or any of its subsidiaries to provide for severance, change-of-control, retention or termination compensation or benefits); (civ) contract under which such entity has advanced collective bargaining agreement or loaned Contract with any other Person any amountlabor union; (dv) agreement or indenture any Contract relating to borrowed money any settlement with any current or other former employee or independent contractor in which the Company has outstanding obligations; (vi) any Contract evidencing Indebtedness (including guaranty arrangements) or the to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any asset of its assets or the Shares, or any group guaranty of assets an obligation of either a third party; (vii) any Contract relating to Company Transaction Expenses; (viii) any Contract providing for royalty, dividend or similar payments by the Company based on the revenues or profits of the Company or the Parentany Contract involving fixed price or fixed volume arrangements; (eix) guarantee of any obligation; (f) lease or agreement Contract under which the Company or the Parent is lessee of of, or holds or operates operates, any property, real or personal, owned by any other party; (g) lease Person or agreement under which either the Company or the Parent it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by the Company; (hx) contract any Contract relating to the ownership of or group investment in any business or enterprise (including investments in joint ventures and minority equity investments and Contracts pursuant to which the Company has acquired a business or entity, or the assets of related contracts with a business or entity (other than in the same party Ordinary Course of Business), whether by way of merger, consolidation, purchase of stock, purchase of assets, license or group of affiliated partiesotherwise), or any Contract pursuant to which it has any ownership interest in any other Person; (ixi) assignmentany Contract limiting the freedom of the Company or any of its Affiliates (including, after the Closing, the Buyer and its Affiliates) to freely engage in any line of business or with any Person anywhere in the world or during any period of time, including any Contract containing an exclusivity obligation, most-favored-nation provision or “best price” obligation enforceable against the Company; (xii) any power of attorney; (xiii) any Contract for the acquisition, whether by merger, stock or asset sale or otherwise, of the assets of another Person, other than in the Ordinary Course of Business, or any equity interests of another Person; (xiv) any standstill or similar Contract containing provisions prohibiting a third party from purchasing equity interests of the Company or assets of the Company or otherwise seeking to influence or exercise control over the Company or prohibiting the Company from purchasing equity interests or assets of another Person; (xv) any Contract restricting the Company’s ability to enforce, own, register, license, indemnification sublicense, use, disclose, transfer or otherwise exploit any Company Intellectual Property Assets (including any co-existence or settlement agreements); (xvi) any Contract relating to the membership of, or participation by, the Company in, or the affiliation of the Company with, any industry standards group or association; (xvii) any Contract relating to the distribution, marketing, referral, reselling, advertising or sales of Products, excluding any Contract with a Customer pursuant to which the Company provides Products to such Customer in the Ordinary Course of Business; (xviii) any Contract providing for the research and development of any software, technology or Intellectual Property Assets, independently or jointly, either by or for the Company (other than validly executed and enforceable employee invention assignment agreements and consulting agreements with the Company, substantially on the Company’s standard form(s) of agreement, copies of which have been provided to Buyer); (xix) confidentiality, secrecy or non-disclosure Contract other than any such Contract entered into by the Company in the Ordinary Course of Business; (xx) any Contract that provides for a grant to or a requirement to grant to any Person any covenant not to assert, sue, or immunity from suit, under any Company Intellectual Property Assets; (xxi) any settlement agreement with respect to any intangible property Legal Proceeding; (includingxxii) Contract pursuant to which rights of any third party are triggered or become exercisable, without limitationor under which any other consequence, result or effect arises, in connection with or as a result of the execution of this Agreement or the consummation of the Transaction or the other transactions contemplated hereby, either alone or in combination with any Intellectual Property Rightsother event; (xxiii) Contract or plan (including any stock option, stock purchase, equity incentive, merger and/or stock bonus plan) relating to the sale, issuance, grant, exercise, award, purchase, repurchase or redemption of any shares of Company capital stock or any other securities of the Company or any options, warrants, convertible notes, phantom awards or other rights to purchase or otherwise acquire any such shares of stock, other securities or options, warrants or other rights therefor; (xxiv) any Contract with any Governmental Authority or any Contract with a government prime contractor, or higher-tier government subcontractor, including any indefinite delivery/indefinite quantity contract, firm-fixed-price contract, schedule contract, blanket purchase agreement, or task or delivery order (each, a “Government Contract”); (jxxv) agreement any Contract under which it any Customer has granted prepaid or otherwise paid in advance any Person any registration rights (including, without limitation, demand and piggyback registration rights)amount in excess of $25,000 under such Contract more than 12 months prior to the date on which the Company is obligated to provide such services pursuant to such Contract; (kxxvi) salesany Contract pursuant to which the Company is a reseller of distributor of any goods, distribution services or franchise agreement; (l) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the worldproducts of a third-party; or (mxxvii) any Contract between the Company, on the one hand, and Parent or any of its Affiliates or subsidiaries, on the other agreement hand. (b) The Contracts required to be disclosed on Schedule 3.11(b), Schedule 3.13 or Schedule 3.25, and the Licenses In and Licenses Out, are referred to herein as the “Company Contracts”. The Company has delivered to Buyer true and correct copies of each Company Contract, together with all amendments, waivers and other changes thereto (all of which is are disclosed on Schedule 3.11(b), Schedule 3.13, or Schedule 3.25). All Company Contracts are in written form or Schedule 3.13 contains an accurate and complete description of all material terms of all oral Company Contracts referred to its operations and business prospectstherein. Except as disclosed on Schedule 3.13, there exists no default or event of default or event, occurrence, condition or act, with respect to the Company or, to the knowledge of the Company, with respect to any other contracting party, that, with the giving of notice, the lapse of time or the happening of any other event or condition, would reasonably be expected to (i) become a default or event of default under any Company Contract or (ii) give any third party (A) the right to declare a default or exercise any remedy under any Company Contract, (B) the right to a rebate, chargeback, refund, credit, penalty or change in delivery schedule under any Company Contract, (C) the right to accelerate the maturity or performance of any obligation of the Company under any Company Contract or (D) the right to cancel, terminate or modify any Company Contract. The Company has not received any written notice or, to the knowledge of the Company, any other communication, regarding any actual or possible violation or breach of, default under, or intention to cancel or modify any Company Contract. (c) The Company has validly terminated the Contract set forth on Schedule 3.13(c) as of the date set forth on such Schedule.

Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth in the attached Contracts Scheduleon Schedule 3.12(a), neither the Company nor the Parent is not a party to or bound by any written or oral: (ai) pension, multiemployer plan, profit sharing, Interests option, employee membership equity purchase or other plan or arrangement providing for deferred or other non-salary compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangements; (bii) contract management agreement or Contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis: (A) providing annual cash or other compensation; (B) providing for the payment of any cash or other compensation or benefits as a result of the execution of this Agreement and/or the consummation of the transactions contemplated hereby; or (C) otherwise restricting its ability to terminate the employment of any employee at any time for any lawful reason or for no reason without Liability; (ciii) contract under which such entity has advanced Contract with any Government Entity, except for any contracts on the Company’s standard form of customer agreement or loaned any other Person any amountoral agreement in the Ordinary Course of Business, for the provision of services available to the general public, or as set forth on Schedules 3.9 or 3.30; (div) agreement or indenture Contract relating to borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any asset material Asset or group of material Assets of Company or any group letter of assets of either the Company credit arrangements, or the Parentany guaranty therefor; (ev) guarantee of any obligation; (f) lease or agreement Contract under which the Company or the Parent is a: (A) lessee of or holds or operates any property, real or personal, personal property owned by any other party; (g) Person, except for any lease or agreement of personal property under which either the Company aggregate annual rental payments do not exceed Ten Thousand Dollars ($10,000); or the Parent is (B) lessor of or permits any third party Person to hold hold, operate or operate occupy any property, real or personal, owned or controlled by the Company; (hvi) contract Contract or group of related contracts Contracts with the same party or group of affiliated partiesAffiliated parties continuing over a period of more than six (6) months from the date or dates thereof, not terminable by Company upon thirty (30) days or less notice without penalty or involving more than Fifty Thousand Dollars ($50,000); (ivii) assignmentContract relating to the ownership of, Investments in or loans and advances to any Person, including Investments in joint ventures and minority equity investments; (viii) license, indemnification royalty or agreement other Contracts with respect to any intangible property (including, without limitation, any Intellectual Property Rights; (ix) Contract that contains any provision pursuant to which Company is obligated to indemnify or make any indemnification payments to any Person; (x) agent, sales representative, sales or distribution Contracts (other than purchase and sale orders entered into in the Ordinary Course of Business); (jxi) agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights)Contract relating to the marketing or advertising of Company’s products or services outside the Ordinary Course of Business; (kxii) sales, distribution power of attorney or franchise agreementother similar Contracts or grant of agency; (lxiii) contract Contract prohibiting the Company, now or agreement prohibiting it in the future, from freely engaging in any business or competing anywhere in the worldworld or restricting its use of any Intellectual Property Rights, including any nondisclosure, non-competition, settlement, coexistence, standstill or confidentiality agreements; (xiv) Contract: (A) providing for Company to be the exclusive or a preferred provider of any product or service to any Person or the exclusive or preferred recipient of any product or service of any Person or that otherwise involves the granting by any Person to Company of exclusive or preferred rights of any kind; (B) providing for any Person to be the exclusive or a preferred provider of any product or service to Company or the exclusive or preferred recipient of any product or service of Company or that otherwise involves the granting by Company to any Person of exclusive or preferred rights; (C) granting to any Person a right of first refusal or right of first offer on the sale of any part of the business of Company; or (D) containing a provision of the type commonly referred to as “most favored nation” provision for the benefit of a Person other than Company; (xv) Contract pursuant to which Company will receive more than Fifty Thousand Dollars ($50,000) or under which Company will pay more than Fifty Thousand Dollars ($50,000) in the twelve (12) months following Closing; (xvi) Contract or any agreement concerning confidentiality or non-competition that will be binding on Company as of the Closing Date; (xvii) any collective bargaining agreement; or (mxviii) Contract that is otherwise material to the Assets, operations or financial condition of Company taken as a whole. (b) All of the Contracts set forth or required to be set forth on Schedule 3.12(a) and Schedule 3.12(d) and all Leases (collectively, the “Material Contracts”) are legal, valid, binding and enforceable as to Company and the other parties thereto, in accordance with their respective terms. Each Material Contract will be in full force and effect in accordance with its terms upon consummation of the transactions contemplated hereby. The Company and, to Sellers’ Knowledge, each other party to any Material Contract, has performed all obligations required to be performed by it and is not in default under or in breach of, or in receipt of any claim of default or breach under, any Material Contract. There has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute a default or breach under a Material Contract by the Company, or to the Sellers’ Knowledge, any of the other parties to such Material Contract. The Company has not received notice that any other party to any Material Contract intends to cancel, terminate or breach any such Material Contract or to exercise or not to exercise any option to renew thereunder. (c) There has been made available to the Purchaser a true, correct and complete: (i) copy of each Material Contract, together with all amendments, waivers or other changes thereto; and (ii) description of the material terms of all oral Material Contracts. (d) Schedule 3.12(d) sets forth a list of the customers of Company having annual sales volume greater than $10,000, by dollar volume of sales for the twelve (12) months ended December 31, 2010 and for the 9 months ended September 30, 2011, including, with respect to each such customer, the term of each customer’s agreement, whether such agreement is in writing, and, if not, a detailed discussion of the materials terms of any such agreement, whether such agreement contains auto-renew or similar provisions, the date on which each such agreement will expire, whether there is any prohibition on Company’s ability to assign such agreement to Purchaser or one of its Affiliates, any unusual credit terms (including, without limitation, terms respecting deposits and/or prepayments) and a description of any terms of any such agreement which is material substantially deviate from the form customer agreement generally used by the Company. Company has not received any notice from any customer listed on Schedule 3.12(d) and Sellers have no Knowledge to its operations and the effect that any such customer has or may stop, materially decrease the rate of, or materially change the terms (whether related to payment, price or otherwise) with respect to purchasing materials, products or services from Company (whether as a result of the consummation of the transactions contemplated hereby or otherwise). The terms under which each customer of the business prospectspurchases materials, products or services from Company are the result of arms length transactions.

Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth in the attached Contracts Scheduleon Schedule 3.11(a) or Schedule 3.12, neither the Company nor the Parent is not is a party to or bound by any by, whether written or oral, any: (ai) collective bargaining agreement or Contract with any Union or any bonus, commission, pension, profit sharing, option, employee membership purchase or other plan or arrangement providing for deferred or other non-salary compensation to employees retirement or any other employee benefit form of deferred compensation or incentive plan or arrangementany stock purchase, stock option, hospitalization, insurance or any collective bargaining agreement similar plan or any other contract with any labor unionpractice, whether formal or severance agreements, programs, policies or arrangementsinformal; (bii) contract Contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basisindependent contractor basis or any severance agreements or change-of-control agreements; (ciii) contract under which such entity has advanced or loaned any other Person any amount; (d) agreement or indenture Contract relating to borrowed money or other Indebtedness or the to mortgaging, pledging or otherwise placing a Lien on any asset of its assets; (iv) Contracts with respect to the lending or investing of funds; (v) license or royalty Contracts or management, consulting, advisory or sales representation contracts or any group Company Intellectual Property Agreements or any or other Contract regarding any Intellectual Property Assets of assets of either the Company or the Parentothers; (evi) guarantee guaranty of any obligation, other than endorsements made for collection; (fvii) lease or agreement Contract under which the Company or the Parent is lessee of of, or holds or operates operates, any property, real or personal, owned by any other party; (g) lease party calling for payments in excess of $10,000 annually or agreement under which either the Company or the Parent it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by the Companyit; (hviii) contract Contract or group of related contracts Contracts with the same party for the purchase of supplies, products or other personal property or for the receipt of services which involves a sum in excess of $10,000; (ix) Contract or group of affiliated related Contracts with the same party not terminable by the Company on 30 days or less notice without penalties; (x) Contracts relating to the ownership of or investments in any business or enterprise (including, but not limited to, investments in joint ventures and minority equity investments); (xi) Contract limiting the freedom of the Company or that would limit the freedom of Buyer or any of its Affiliates after the Closing Date to freely engage in any line of business or with any Person anywhere in the world; (xii) Contracts pursuant to which the Company subcontracts work to third parties; (ixiii) assignmentany Contract with a governmental authority, license, indemnification body or agreement with respect to any intangible property (including, without limitation, any Intellectual Property Rights)agency; (jxiv) agreement any Contract that grants any exclusive rights, rights of first refusal or rights of first negotiation to any Person; (xv) Contract relating to the acquisition or sale of the Company’s businesses or assets (or any material portion thereof); or (xvi) other Contract material to the Company. (b) The Contracts required to be disclosed on Schedule 3.11(a) or Schedule 3.12 attached hereto are referred to herein as the “Company Contracts.” The Company has delivered to Buyer true and correct copies of each Company Contract, together with all amendments, waivers and other changes thereto (all of which are disclosed on Schedule 3.11(a) or Schedule 3.12). Schedule 3.11(a) contains an accurate and complete description of all material terms of all oral Company Contracts referred to therein. Except as disclosed in Schedule 3.11(b), (i) no Company Contract has been canceled or, to the Company’s knowledge, breached by the other party, (ii) since December 31, 2013, no party to a Company Contract has indicated in writing or orally to the Company that it desires to terminate or renegotiate its Company Contract with the Company, (iii) the Company has performed all the obligations required to be performed by it in connection with the Company Contracts and is not in default under or in breach of any Company Contract, and no event or condition has occurred or arisen which with the passage of time or the giving of notice or both would result in such a default or breach thereunder, and (iv) each Company Contract is legal, valid, binding, enforceable and in full force and effect and will continue as such following the consummation of the transactions contemplated hereby. (c) The Company has not used any name or names under which it has granted any Person any registration rights (includinginvoiced account debtors, without limitation, demand and piggyback registration rightsmaintained records regarding its assets or otherwise conducted business other than the exact names set forth on Schedule 3.11(c); (k) sales, distribution or franchise agreement; (l) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or (m) other agreement which is material to its operations and business prospects.

Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth in on the attached Contracts Schedule or Employee Benefits Schedule, neither the Company nor any of the Parent Retained Subsidiaries is a party to or bound by any written or oral: (ai) pension, profit sharing, stock option, employee membership stock purchase or other plan or arrangement providing for deferred or other non-salary compensation (including any bonuses or other remuneration and whether in cash or otherwise), to employees, former employees or consultants, or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangements, other than any oral plans or arrangements which are applicable to employees of the Company generally and are not material to the Company and the Retained Subsidiaries; (bii) written contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basisbasis for annual compensation in excess of $75,000, or relating to loans to officers, directors or Affiliates; (ciii) contract under which such entity the Company or any of the Retained Subsidiaries has advanced or loaned any other Person any amountamounts in the aggregate exceeding $37,500 (other than with respect to Seller's Expenses); (div) agreement or indenture relating to borrowed money or other Indebtedness in excess of $62,500 or the mortgaging, pledging or otherwise placing a Lien on any material asset or any group of assets of either the Company or any of the ParentRetained Subsidiaries; (ev) guarantee of any obligationGuaranty; (fvi) lease or agreement under which the Company or any of the Parent Retained Subsidiaries is lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $37,500; (gvii) lease or agreement under which either the Company or any of the Parent Retained Subsidiaries is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by the CompanyCompany or any of the Retained Subsidiaries; (hviii) contract or group of related contracts with the same party or group of affiliated partiesparties the performance of which involves consideration in the aggregate in excess of $75,000, other than purchase and sales orders entered into in the ordinary course of business; (iix) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, including any Intellectual Property Rights)) granted by or made to the Company or any of the Retained Subsidiaries (except licenses of unmodified, "off the shelf" software used solely for the Company's and the Retained Subsidiaries' own internal use) for an aggregate fee, royalty or other consideration for any such software or group of related software licenses of no more than $50,000; (jx) agreement under which it has granted any Person any registration rights (including, without limitation, including demand and or piggyback registration rights); (kxi) sales, distribution distribution, manufacturing, supply or franchise agreement, other than purchase and sales orders entered into in the ordinary course of business; (lxii) agreement with a term of more than six months which is not terminable by the Company or any of Retained Subsidiaries upon less than 30 days' notice without penalty and involves a consideration in excess of $75,000 annually; (xiii) contract regarding voting, transfer or other arrangements related to the Company's or any Retained Subsidiary's Capital Stock or warrants, options or other rights to acquire any of the Company's or any Retained Subsidiary's Capital Stock; (xiv) contract or agreement regarding any material indemnification provided to or by the Company and any Retained Subsidiaries, including any contract regarding any indemnification provided with respect to Environmental and Safety Requirements or any of the San ▇▇▇▇▇▇▇ Valley Site Liabilities; (xv) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or (mxvi) any other agreement which is material to its operations and business prospectsprospects or involves a consideration in excess of $75,000 annually, other than purchase and sales orders entered into in the ordinary course of business. To the extent applicable, the contracts, leases, agreements and instruments identified on the Contracts Schedule are separately identified by type of agreement. The description of all contracts, leases, agreements and instruments identified on the Contracts Schedule clearly identify all amendments, waivers and other modifications to such agreements. (b) Except as identified on the Contracts Schedule, no Excluded Subsidiary is a party to any contracts, leases, agreements and instruments listed on the Contracts Schedule. All of the contracts, leases, agreements and instruments set forth or required to be set forth on the Contracts Schedule are valid, binding and enforceable in accordance with their respective terms (except to the extent that enforcement may be affected by laws relating to bankruptcy, reorganization, insolvency and creditor's rights and by the availability of injunctive relief, specific performance and other equitable remedies), and shall be in full force and effect without penalty in accordance with their terms upon consummation of the transactions contemplated hereby. Except as set forth on the Contracts Schedule, (i) each of the Company and the Retained Subsidiaries has performed all material obligations required to be performed by it and is not in default under or in material breach of nor in receipt of any claim of default or material breach under any contract, lease, agreement or instrument to which the Company or any of the Retained Subsidiaries is subject which is listed on the Contracts Schedule or required to be listed on the Contracts Schedule; (ii) to the Company's knowledge, no event has occurred which with the passage of time or the giving of notice or both would result in a default, material breach or material event of noncompliance by the Company or any of the Retained Subsidiaries under any contract, lease, agreement or instrument which is listed on the Contracts Schedule or required to be listed on the Contracts Schedule to which the Company or any of the Retained Subsidiaries is subject; (iii) neither the Company nor any of the Retained Subsidiaries has any present expectation or intention of not fully performing all such obligations; (iv) to the Company's knowledge, no partially-filled or unfilled customer purchase order or sales order is currently subject to cancellation or any other material modification by the other party thereto or is currently subject to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery; and (v) the Company does not have knowledge of any breach or anticipated breach by the other parties to any contract, lease, agreement, instrument or commitment to which they are parties. (c) Buyer's counsel has been supplied with a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the attached Contracts Schedule, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as expressly specifically contemplated by this Agreement or and except as set forth in on the attached "Contracts Schedule" attached hereto, neither the Company Seller nor the Parent ------------------ any of its Subsidiaries is a party to or bound by any by, whether written or oral, any: (ai) collective bargaining agreement or contract with any labor union or any bonus, pension, profit sharing, option, employee membership purchase or other plan or arrangement providing for deferred or other non-salary compensation to employees retirement or any other employee benefit form of deferred compensation plan or arrangementany stock purchase, stock option, hospitalization insurance or any collective bargaining agreement similar plan or any other contract with any labor unionpractice, whether formal or severance agreements, programs, policies or arrangementsinformal; (bii) any contract for the employment of any officer, individual employee or other Person person on a full-time, part-time, time or consulting basis or other basisany severance agreements; (c) contract under which such entity has advanced or loaned any other Person any amount; (diii) agreement or indenture relating to borrowed the borrowing of money or other Indebtedness or the to mortgaging, pledging or otherwise placing a Lien on any asset or any group of assets of either the Company or the Parentits assets; (eiv) guarantee contract under which the Seller or any of its Subsidiaries has advanced or loaned any other Person amounts in the aggregate exceeding $25,000; (v) agreements with respect to the lending or investing of funds; (vi) license or royalty agreements; (vii) guaranty of any obligation, other than endorsements made for collection; (fviii) management, consulting, advertising, marketing, promotion, technical services, advisory or other contract or other similar arrangement relating to the design, marketing, promotion, management or operation of the Business; (ix) outstanding powers of attorney executed on behalf of the Seller; (x) lease or agreement under which the Company or the Parent it is lessee of of, or holds or operates operates, any property, real or personal, personal property owned by any other partyparty calling for payments in excess of $10,000 annually; (gxi) lease or agreement under which either the Company or the Parent it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by the Companyit; (hxii) contract or group of related contracts with the same party continuing over a period of more than six months from the date or group of affiliated partiesdates thereof, not terminable by it on 30 days or less notice without penalties or involving more than $10,000; (ixiii) assignment, license, indemnification any confidentiality agreement or agreement with respect to any intangible property (including, without limitation, any Intellectual Property Rights)similar arrangement; (j) agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (k) sales, distribution or franchise agreement; (lxiv) contract or agreement prohibiting which prohibits it from freely engaging in any business or competing anywhere in the world; or (mxv) other agreement which is material to it whether or not entered into in the Ordinary Course of Business. (b) Except as disclosed on the Contracts Schedule, (i) no contract or ------------------ commitment required to be disclosed on the Contracts Schedule has been breached ------------------ or canceled by the other party and neither the Seller nor any Stockholder has knowledge of any anticipated breach by any other party to any contract set forth on the Contracts Schedule, (ii) no customer or supplier has indicated in writing ------------------ or orally to the Seller, any of its operations Subsidiaries or any Stockholder that it shall stop or decrease the rate of business done with the Seller or any of its Subsidiaries or that it desires to renegotiate its contract or current arrangement with the Seller or any of its Subsidiaries, (iii) the Seller and business prospectseach of its Subsidiaries have performed all the obligations required to be performed by them in connection with the contracts or commitments required to be disclosed on the Contracts Schedule and are not in default under or in breach of ------------------ any contract or commitment required to be disclosed on the Contracts Schedule, ------------------ and no event has occurred which with the passage of time or the giving of notice or both would result in a default or breach thereunder, (iv) neither the Seller nor any of its Subsidiaries has any present expectation or intention of not fully performing any obligation pursuant to any contract set forth on the Contracts Schedule, and (vi) each agreement is legal, valid, binding, ------------------ enforceable and in full force and effect and will continue as such following the consummation of the transactions contemplated hereby. (c) The Seller has provided the Purchaser with a true and correct copy of all written contracts which are required to be disclosed on the Contracts --------- Schedule, in each case together with all amendments, waivers or other changes -------- thereto (all of which are disclosed on the Contracts Schedule). The Contracts ------------------ --------- Schedule contains an accurate and complete description of all material terms of -------- all oral contracts referred to therein.

Contracts and Commitments. (a) Except as expressly specifically contemplated by this Agreement or and except as set forth in on the attached "Contracts Schedule" attached hereto, neither the Company nor the Parent any of its Subsidiaries is currently a party to or bound by any by, whether written or oral, any: (ai) collective bargaining agreement or contract with any labor union or any bonus, pension, profit sharing, option, employee membership purchase or other plan or arrangement providing for deferred or other non-salary compensation to employees retirement or any other employee benefit form of deferred compensation plan or arrangementany stock purchase, stock option, hospitalization insurance or any collective bargaining agreement similar plan or any other contract with any labor unionpractice, whether formal or severance agreements, programs, policies or arrangementsinformal; (bii) any contract for the employment of any officer, individual employee or other Person person on a full-timetime or consulting basis or any severance agreements providing annual compensation in excess of $50,000, part-time, consulting in each case that is not terminable or other basisamendable by the Company at will; (c) contract under which such entity has advanced or loaned any other Person any amount; (diii) agreement or indenture relating to borrowed the borrowing of money or other Indebtedness or the to mortgaging, pledging or otherwise placing a Lien on any asset or any group of assets of either the Company or the Parentits assets; (eiv) guarantee agreements with respect to the lending or investing of funds; (v) license or royalty agreements; (vi) guaranty of any obligation, other than endorsements made for collection; (fvii) lease or agreement under which the Company or the Parent is lessee of or holds or operates any property, real or personal, owned by any other party; (g) lease or agreement under which either the Company or the Parent it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it (other than leases of equipment in the CompanyOrdinary Course of Business); (hviii) contract or group of related contracts with the same party continuing over a period of more than six months from the date or group of affiliated partiesdates thereof, not terminable by it on 30 days or less notice without penalties or involving more than $50,000; (i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any Intellectual Property Rights); (j) agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (k) sales, distribution or franchise agreement; (lix) contract or agreement prohibiting which prohibits it from freely engaging in any business or competing anywhere in the world; or (mx) other agreement which not of the type listed above that is material to it whether or not entered into in the Ordinary Course of Business. (b) Except as disclosed on the Contracts Schedule, (i) no contract or commitment required to be disclosed on the Contracts Schedule has been breached or cancelled by the other party and the Company, its operations Subsidiaries and the Sellers have no Knowledge of any anticipated breach by any other party to any contract required to be set forth on the Contracts Schedule, (ii) except where not material to the business prospectsof the Company, no customer or supplier has indicated in writing or orally to the Company, any of its Subsidiaries or any Seller that it shall stop or decrease the rate of business done with the Company or any of its Subsidiaries or that it desires to renegotiate its contract or current arrangement with the Company of any of its Subsidiaries, (iii) the Company and each of its Subsidiaries is not in default under or in breach of any contract or commitment required to be disclosed on the Contracts Schedule, and no event has occurred which with the passage of time or the giving of notice or both would result in a default or breach thereunder, (iv) neither the Company nor any of its Subsidiaries has any present expectation or intention of not fully performing any obligation pursuant to any contract required to be set forth on the Contracts Schedule, and (v) each agreement required to be set forth on the Contracts Schedule is a valid and binding obligation of the Company and, to the Knowledge of the Sellers, the other parties thereto. (c) The Sellers have provided the Purchaser with a true and correct copy of all written contracts which are required to be disclosed on the Contracts Schedule, in each case together with all amendments, waivers or other changes thereto (all of which are disclosed on the Contracts Schedule). The Contracts Schedule contains an accurate and complete description of all material terms of all oral contracts required to be set forth thereon.

Contracts and Commitments. (i) Except as expressly contemplated by this Agreement or as set forth in the on Schedule 2N attached Contracts Schedulehereto, neither of (a) the Company Companies nor (b) any of the Parent Sellers or their Affiliates (as such contract or commitment relates to either of the Companies) is a party to or bound by any written or oral: (a) pension, profit sharing, stock option, employee membership stock purchase or other plan or arrangement providing for deferred or other non-salary compensation to employees or any other employee benefit plan plan, arrangement or arrangementpractice, whether formal or any informal; (b) collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangements; (bc) management agreement or contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis; basis which (ci) contract under which such entity has advanced provides annual cash or loaned other compensation in excess of $50,000, (ii) provides for the payment of any cash or other Person compensation or benefits upon the consummation of the transactions contemplated hereby or (iii) otherwise restricts his, her, or its ability to terminate the employment of any amountemployee at any time for any lawful reason or for no reason without penalty or liability; (d) contract or agreement involving any Governmental Entity; (e) agreement or indenture relating to borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material asset or any material group of assets of either of the Company Companies or the Parent; (e) guarantee any letter of any obligationcredit arrangements; (f) lease or agreement under which Guarantee, other than endorsements made for collection in the Company or the Parent is lessee ordinary course of or holds or operates any property, real or personal, owned by any other partybusiness; (g) lease or agreement under which either of the Company Companies is (i) lessee of or holds or operates any personal property, owned by any other party, except for any lease of personal property under which the Parent is aggregate annual rental payments do not exceed $25,000 or (ii) lessor of or permits any third party to hold hold, occupy, or operate any property, real or personal, owned or controlled by either of the CompanyCompanies; (h) contract or group of related contracts with the same party or group of affiliated partiesparties for the purchase or sale of raw materials, commodities, supplies, products, equipment or other personal property or services under which the undelivered balance since December 31, 1996 of such products and services has a selling price in excess of $25,000; (i) assignmentother contract or group of related contracts with the same party or group of affiliated parties continuing over a period of more than six months from the date or dates thereof, not terminable by either of the Companies upon 30 days or less notice without penalty or involving more than $25,000; (j) contract relating to the marketing, sale, advertising or promotion of its products; (k) agreements relating to the ownership of, investments in or loans and advances to any Person, including investments in joint ventures and minority equity investments; (l) license, royalty, indemnification or other agreement with respect to any intangible property (including, without limitation, including any Intellectual Property Rights); (j) agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (km) salesagent, sales representative, sales or distribution or franchise agreement; (ln) power of attorney or other similar agreement or grant of agency; (o) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world, including, without limitation, any nondisclosure or confidentiality agreements; or (mp) other agreement which is material to its operations and business prospectsprospects or involves a consideration in excess of $25,000 annually, whether or not in the ordinary course of business. (ii) All of the contracts, agreements and instruments set forth or required to be set forth on Schedule 2N (the "Material Contracts") are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (x) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors' rights generally and (y) applicable equitable principles (whether considered in a proceeding at law or in equity). Each of the Material Contracts shall be in full force and effect in all material respects without penalty in accordance with their terms upon consummation of the transactions contemplated hereby. Each of the Companies has performed all material obligations required to be performed by it and is not in default under or in material breach of nor in receipt of any claim of default or breach under any Material Contract; 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 material event of noncompliance by either of the Companies under any Material Contract; and none of the Mann▇▇▇ ▇▇▇ties has any Knowledge of any breach or cancellation or anticipated breach or cancellation by the other parties to any Material Contract. (iii) The Purchaser has been supplied with a true and correct copy of each written Material Contract, together with all material amendments, waivers or other changes thereto (all of which amendments, waivers or other changes thereto are described on Schedule 2N).

Contracts and Commitments. Except as expressly contemplated by this Agreement or as set forth in the attached Contracts Schedule, neither the Company nor the Parent is a party to or bound by any written or oral: (a) Schedule 4.12 lists the following agreements to which Seller or any Seller Entity is a party, which are currently in effect, and which relate exclusively to the operation of the Business or the Assets: (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, option, employee membership purchase retirement or other plan form of deferred compensation plan, other than as described in Section 4.15 or arrangement providing for deferred Schedule 4.15; (iii) hospitalization insurance or other non-salary compensation to employees or any other employee material welfare benefit plan or arrangement, or any collective bargaining agreement or any practice other contract with any labor union, or severance agreements, programs, policies or arrangements; than as described in Schedule 4.15; (biv) contract for the employment of any officer, individual employee or other Person person on a full-time, part-time, time or consulting basis or other basis; relating to severance pay for any such person; (c) contract under which such entity has advanced or loaned any other Person any amount; (dv) agreement or indenture relating to borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien lien or security interest on any asset or any group of assets of either the Company or the Parent; Assets; (evi) guarantee guaranty of any obligation; obligation for borrowed money or otherwise; (fvii) lease or agreement under which the Company or the Parent it is lessee of of, or holds or operates any property, real or personal, owned by any other party; , for which the annual rental exceeds $50,000; (gviii) other than as disclosed in Schedule 4.06, lease or agreement under which either the Company or the Parent it is lessor of of, or permits any third party to hold or operate operate, any property, real or personal, owned or controlled by for which the Company; annual rental exceeds $10,000; (hix) contract or group of related contracts with the same party for the purchase of products or services under which the undelivered balance of such products or services is in excess of $50,000; (x) contract or group of affiliated parties; related contracts with the same party for the sale of products or services under which the undelivered balance of such products or services has a sales price in excess of $50,000; (ixi) assignmentcontract, agreement, license, indemnification sublicense, covenant, injunction, judgment or agreement with respect order which prohibits Seller or any of the Seller Entities, or could reasonably be expected to any intangible property (includingprohibit Buyer after the Closing Date, without limitation, any Intellectual Property Rights); (j) agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (k) sales, distribution or franchise agreement; (l) contract or agreement prohibiting it from freely engaging in any business the Business or competing freely using or operating the Assets anywhere in the world; or (mxii) contract for the distribution of any of the products of the Business (including any distributor, sales and supply contract); (xiii) license agreement or other agreement providing for the payment or receipt of royalties or other compensation by Seller in connection with the Assigned Intellectual Property Rights or the intellectual property rights licensed to Buyer under the Intellectual Property Agreement; (xiv) license agreement or other agreement which limits the right of Seller or any of the Seller Entities, or could reasonably be expected to limit the right of Buyer after the Closing Date, to use the Assigned Intellectual Property Rights or the intellectual property rights licensed to Buyer under the Intellectual Property Agreement; (xv) contract or commitment for capital expenditures in excess of $50,000; (xvi) executory agreement for the sale of any capital asset; and (xvii) commitment to any of the foregoing. (b) Seller or a Seller Entity, as applicable, and to the Knowledge of Seller, each other contracting party, has performed all obligations required to be performed by it in connection with its contracts or commitments and is not in breach or default thereunder, except to the extent where collective failures so to perform or collective breaches or defaults would not have a material adverse effect on the Business or the Assets. (c) Seller has made available to its operations Buyer a correct and business prospectscomplete copy of each contract, agreement or other document listed in Schedule 4.12.

Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth in the attached Contracts Scheduleon Schedule 2.13, neither the Company nor any of the Parent Company’s Subsidiaries is a party to or bound by any (whether written or oral) any: (ai) pension, profit sharing, stock option, employee membership stock purchase or other plan or arrangement providing for deferred or other non-salary compensation to employees or any other employee benefit plan or arrangement, or any employees; (ii) collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangements; (biii) management agreement or contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basisbasis (i) providing annual cash or other compensation in excess of $50,000, (ii) providing for the payment of any cash or other compensation or benefits upon the consummation of the transactions contemplated hereby or (iii) otherwise restricting its ability to terminate the employment of any employee at any time for any lawful reason or for no reason without penalty or Liability; (civ) contract under which such entity has advanced or loaned agreement involving any other Person any amountGovernment Entity; (dv) agreement or indenture relating to borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material asset or any material group of assets of either the Company or the Parentany letter of credit arrangements, or any guarantee therefore; (e) guarantee of any obligation; (fvi) lease or agreement under which the Company or any of the Parent Company’s Subsidiaries is (x) lessee of or holds or operates any personal property, real or personal, owned by any other party; (g) , except for any lease or agreement of personal property under which either the Company aggregate annual rental payments do not exceed $25,000 or the Parent is (y) lessor of or permits any third party to hold or operate any property, real or personal, property owned or controlled by the Company or any of the Company’s Subsidiaries; (hvii) contract or group of related contracts with the same party or group of affiliated partiesparties continuing over a period of more than six months from the date or dates thereof, not terminable by the Company or any of the Company’s Subsidiaries, as applicable, upon 30 days’ or less notice without penalty or involving more than $50,000; (iviii) assignmentagreements relating to the ownership of, Investments in or loans and advances to any Person, including Investments in joint ventures and minority equity investments; (ix) license, royalty, indemnification or other agreement with respect to any intangible property (including, without limitation, any Intellectual Property RightsRights other than mass-marketed software with a replacement cost and/or annual license fee of less than $25,000); (jx) agreement under which it has granted any Person any registration rights (includingagent, without limitationsales representative, demand and piggyback registration rights); (k) sales, sales or distribution or franchise agreement; (lxi) power of attorney or other similar agreement or grant of agency; (xii) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world, including, without limitation, any nondisclosure or confidentiality agreements; (xiii) agreement under which it has granted any Person any registration rights; (xiv) agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; or (mxv) other agreement which is material to its operations and business prospectsor involves a consideration in excess of $50,000 annually, whether or not in the ordinary course of business. (b) All of the contracts, agreements and instruments set forth or required to be set forth on Schedule 2.13 (collectively, the “Material Contracts”) are valid, binding and enforceable in accordance with their respective terms except as the enforceability thereof may be limited by (A) applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or similar laws in effect which affect the enforcement of creditors’ rights generally or (B) general principles of equity, whether considered in a proceeding at law or in equity. Each of the Material Contracts shall be in full force and effect without penalty in accordance with its terms upon consummation of the transactions contemplated hereby. Neither the Company nor any of the Company’s Subsidiaries is in default under or in breach of, or in receipt of any claim of default or breach under, any Material Contract. No event has occurred which with the passage of time or the giving of notice or both would result in a default or breach by the Company or any of the Company’s Subsidiaries under any Material Contract; and none of the Company nor Seller has any Knowledge of any existing or threatened breach or cancellation by the other parties to any Material Contract to which the Company or any of the Company’s Subsidiaries is a party. Each Material Contract will continue to be in full force and effect on identical terms following the Closing. (c) Buyer has been supplied with a true, complete and correct copy of each written Material Contract, together with all amendments, waivers or other changes thereto (all of which amendments, waivers or other changes thereto are described on Schedule 2.13), and true and accurate description of the terms and conditions of each oral Material Contract.

Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth in the on Schedule 4.15 attached Contracts Schedulehereto, neither the Company nor the Parent is not a party to or bound by any written or oral: (ai) pension, profit sharing, stock option, employee membership stock purchase or other plan or arrangement providing for deferred or other non-salary compensation to its current or former directors, officers or employees or any other employee benefit plan plan, arrangement or arrangementpractice, whether formal or any informal; (ii) collective bargaining agreement or any other contract with any labor union, or severance agreements, with employees at the executive management committee level since December 31, 2001, programs, policies or arrangements; (biii) management agreement or contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basisbasis (A) providing annual cash or other compensation in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the transactions contemplated hereby or (C) otherwise restricting its ability to terminate the employment of any employee at anytime for any lawful reason or for no reason without penalty or liability; (civ) contract under which such entity has advanced or loaned agreement involving any Governmental Agency involving more than $200,000 other Person any amountthan in the ordinary course of business; (dv) agreement or indenture relating to borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material asset or any material group of assets of either the Company or the Parentany letter of credit arrangements; (evi) guarantee guarantee, other than endorsements made for collection in the ordinary course of any obligationbusiness consistent with past custom and practice; (fvii) lease or agreement under which the Company or the Parent is (A) lessee of or holds or operates any personal property, real or personal, owned by any other party; (g) , except for any lease or agreement of personal property under which either the Company aggregate annual rental payments do not exceed $1,000,000 or the Parent is (B) lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by the Company; (hviii) contract or group of related contracts with the same party or group of affiliated partiesparties for the purchase or sale of raw materials, commodities, supplies, products, equipment or other personal property or services under which the undelivered balance since the Most Recent Audited Balance Sheet Date of such products and services has a selling price in excess of $1,000,000; (iix) assignmentother contract or group of related contracts with the same party or group of affiliated parties continuing over a period of more than six months from the date or dates thereof, license, indemnification not terminable by the Company upon 30 days' or agreement with respect to any intangible property (including, less notice without limitation, any Intellectual Property Rights)penalty or involving more than $1,000,000; (jx) contract relating to the marketing, advertising or promotion of its products involving more than $1,000,000; (xi) agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (kxii) salesagreements relating to the ownership of, distribution investments in or franchise agreementloans and advances to any Person, including investments in joint ventures and minority equity investments; (lxiii) license, royalty, indemnification or other agreement with respect to any intangible property (including any Intellectual Property), including any agreements that prohibit or limit the ability of the Company to use or disclose any Intellectual Property or to engage in any line of business, or to compete with any Person or to carry on its business or any other business anywhere in the world other than in the ordinary course of business; (xiv) broker, agent, sales representative, sales or distribution agreement other than in the ordinary course of business; (xv) power of attorney or other similar agreement or grant of agency; (xvi) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world, including any nondisclosure or confidentiality agreements; or (mxvii) other agreement which involves a consideration in excess of $1,000,000 annually, other than in the ordinary course of business. (b) The Company has delivered or made available to Vista a correct and complete copy (as amended to date) of each contract, agreement, and instrument set forth on Schedule 4.15 (collectively, the "Material Contracts"). With respect to each Material Contract: (i) such Material Contract is material legal, valid and binding, enforceable against the Company in accordance with the terms (except to its operations the extent required by Creditors Rights Laws), and business prospectsin full force and effect; (ii) such Material Contract will continue to be legal, valid and binding, enforceable against the Company in accordance with the terms (except to the extent required by Creditors Rights Laws), and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) to the Company's knowledge no party to such Material Contract is in breach or default of the terms thereof, and to the Company's knowledge no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under such Material Contract; and (iv) no party to such Material Contract has repudiated any provision thereof. (c) Except as specifically set forth in Schedule 4.15(c), the Company is not a party to any contract, agreement, instrument or understanding that contains a "change in control," "potential change in control," or similar provision, in each case, that would be triggered by the transactions contemplated hereunder.

Contracts and Commitments. Except as expressly contemplated by this Agreement or as set forth in for the contracts described on the attached Contracts ScheduleSchedule 3.9, neither the Company nor the Parent is not a party to or bound by by, and no assets of Company are subject to, any written or oral:of the following agreements (collectively, “Company Contracts”): (a) collective bargaining agreement or contract with any labor union or any bonus, pension, profit sharing, option, employee membership purchase or other plan or arrangement providing for deferred or other non-salary compensation to employees retirement or any other employee benefit form of deferred compensation plan or arrangement, any hospitalization insurance or any collective bargaining agreement similar plan or any other contract with any labor union, or severance agreements, programs, policies or arrangementspractice; (b) contract for the employment or engagement of any officer, individual employee or other Person (including as an independent contractor or on a full-timeconsulting basis) other than at the will of the employing Person, part-time, consulting or any agreement to provide severance or similar benefits upon any termination of employment or other basisengagement; (c) agreement, indenture or other contract under which such entity has advanced or loaned placing a Lien, other than a Permitted Lien, on any property of the Company other Person any amountthan capital leases entered into in the ordinary course of business; (d) agreement or indenture relating with respect to borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any asset or any group lending of assets of either funds by the Company or the ParentCompany; (e) guarantee any loans or advances made to employees, other than cash advances in the ordinary course of any obligationbusiness; (f) lease lease, license or other agreement under which the Company or the Parent it is lessee of or licensee of, or holds or operates operates, any property, real or personal, personal property owned by any other partyparty calling for payments in excess of $10,000 annually, or a term of at least two years which cannot be terminated on notice of 90 days or less, or entered into outside of the ordinary course of business; (g) lease lease, license, or other agreement under which either the Company or the Parent it is lessor of or licensor of, or permits any third party to hold or operate operate, any property, material personal property or any real or personal, property owned or controlled by it; or outstanding contract with distributors, sales agents or dealers of the CompanyCompany other than contracts which by their terms are cancelable by the Company with notice of not more than 30 days and without cancellation penalties or severance payments in excess of $5,000; (h) contract any contracts containing covenants limiting the freedom of the Company to engage in any line of business or group of related contracts compete with the same party any Person or group of affiliated partiesoperate at any location; (i) assignmentContracts involving annual expenditures or liabilities, licenseexcept for purchase orders, indemnification in excess of $10,000 which are not terminable by the Company without penalty; (j) guarantees in respect of any obligations or agreement with respect liabilities of any Person or mortgages, security agreements or other arrangements intended to secure Indebtedness of any Person; (k) Contracts relating to distributors, resellers or sales agents which are not terminable by the Company without penalty; (l) notes, mortgages, indentures, other obligations, agreements or other instruments for or relating to any intangible property lending or borrowing; (m) joint venture, partnership or similar contracts; (n) material Intellectual Property Contracts, including, without limitation, any Intellectual Property Rights)data sourcing agreements, or; (jo) agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (k) sales, distribution or franchise agreement; (l) other contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or (m) other agreement which is material to the Company. All such Company Contracts are valid, binding and enforceable on the parties thereto, and are in full force and effect and true, correct and complete copies thereof have been delivered to the Buyer. The Company or the Sellers have not received any written notice that any customer intends to cancel or otherwise modify its operations relationship with the Company or to decrease materially or limit its usage of the services or products of the Company, and business prospectsthe acquisition of the Assets by the Buyer will not, to the Knowledge of the Company or the Sellers, adversely affect the relationship of the Buyer (as successor to the businesses of the Company) with any customer of the Business. The Company is not, and to the Knowledge of the Company and the Sellers, none of the other parties to any such Company Contract is, in breach of any material provision thereof, or in default under the terms thereof, and there does not exist under any provision thereof, any event that, with the giving of notice or the lapse of time or both, would constitute such a breach or default on the part of Company or, to the Knowledge of the Company and the Sellers, on the part of the other party thereto, except for such breaches or defaults as would not be reasonably likely to have a Material Adverse Effect. Except as set forth on Schedule 3.9, there have been no audits or investigations of the Company by any Governmental Entity, any other third party or any customer or supplier which have been initiated within the last two (2) years, or are ongoing. To the Knowledge of the Company, there are no threatened or pending audits or investigations of the Company.

Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth in the attached Contracts Scheduleon Schedule 3.15, neither the Company nor the Parent is not a party to to, or bound by any by, whether written or oral, any active, ongoing or otherwise in effect: (ai) pension, profit sharing, option, employee membership Contract involving a potential commitment or payment by the Company in excess of $250,000 (excluding purchase or other plan or arrangement providing for deferred or other non-salary compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangementsorders entered into in the Ordinary Course of Business); (bii) contract Collective bargaining agreements; (iii) Agency (foreign or domestic), broker, dealer, distributor, sales representative, marketing or other similar Contracts with any party other than Parent; (iv) Contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or independent contractor basis involving payment by the Company in excess of $50,000 in the aggregate during any twelve (12) month period (other basisthan any employment offer letter or consulting Contract in such form as has been Made Available and is terminable “at will” without any contractual obligation on the part of the Company to provide for severance, retention, change-of-control or similar compensation or benefits); (cv) contract under which such entity has advanced or loaned any other Person any amount; (d) agreement or indenture Contract relating to borrowed money Indebtedness (including guaranty arrangements) or other Indebtedness or the to mortgaging, pledging or otherwise placing a Lien (other than Permitted Liens) on any asset of its assets, or any group guaranty of assets an obligation of either a third party; (vi) Contract relating to Company Transaction Expenses; (vii) royalty, dividend or similar arrangement based on the revenues or profits of the Company or the Parentany contract or agreement involving fixed price or fixed volume arrangements; (eviii) guarantee Contract which contains any provisions requiring the Company to indemnify any other party, except for indemnification obligations undertaken by the Company in the Ordinary Course of any obligationBusiness to its customers and suppliers on an arms’ length basis; (fix) lease or agreement Contract under which the Company or the Parent is lessee of of, or holds or operates operates, any property, real or personal, owned by any other party; (g) lease party calling for payments in excess of $10,000 annually or agreement under which either the Company or the Parent it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by the Company; (hx) contract Contract or group of related contracts Contracts (excluding purchase orders entered into in the Ordinary Course of Business with customers and/or suppliers on an arms’ length basis) that are not cancelable by the same party Company without penalty on not less than ninety (90) days’ notice; (xi) Contract relating to the ownership of or group investment in any business or enterprise (including investments in joint ventures and minority equity investments); (xii) Contract limiting the ability of affiliated the Company, or that would limit the ability of Buyer or any of its Affiliates after the Closing Date, to freely engage in any line of business or with any Person anywhere in the world or during any period of time, including any Contract containing an exclusivity obligation, most-favored-nation provision or “best price” obligation enforceable against the Company; (xiii) Settlement document or Contracts with respect to any Legal Proceeding that contain any outstanding obligations of the Company; (xiv) Contract pursuant to which it subcontracts work to third parties; (ixv) assignment, license, indemnification or agreement Contract with respect to any intangible property (including, without limitation, any Intellectual Property Rights)Governmental Authority; (jxvi) agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights)power of attorney; (kxvii) salesacquisition agreement, distribution whether by merger, stock or franchise agreementasset sale or otherwise; (lxviii) contract Contract contemplating the collection, transfer and/or processing by the Company of identified or agreement prohibiting it from freely engaging in identifiable data of any natural person; (xix) Real Property Leases; (xx) Contracts with Licensed Providers, hospitals, health systems and other health care provider organizations, including but not limited to advisory board agreements and medical director agreements; (xxi) Contracts that support or are otherwise related to clinical research or trials; (xxii) Contracts that are or contain business or competing anywhere in the worldassociate agreements; or (mxxiii) Contracts with any Third Party Payor, charitable fund, or similar organization. (b) The Contracts required to be disclosed on Schedule 3.15 or Schedule 3.26, are referred to herein as the “Company Contracts”. The Company has Made Available true and correct copies of each Company Contract, together with all amendments, waivers and other agreement changes thereto (all of which are disclosed on Schedule 3.15 or Schedule 3.26). Schedule 3.15 contains an accurate and complete description of all material terms of all oral Contracts referred to therein. Except as disclosed on Schedule 3.15, (i) no Company Contract has been, to the Company’s knowledge, breached by the other party, and the Company has no knowledge of any planned breach by any other party to any Company Contract, (ii) the Company has performed all of the obligations required to be performed by it on or before the date hereof in connection with the Company Contracts and is not in material default under or in breach of any Company Contract, (iii) to its operations the Company’s knowledge, no event or condition has occurred or arisen which, with the passage of time or the giving of notice or both, would reasonably be expected to result in a material default or breach thereunder, and business prospects(iv) each Company Contract is in full force and effect and is a legal, valid, binding, and enforceable obligation of the Company and, to the knowledge of the Company, the other party, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general equitable principles.