Common use of Contracts and Commitments Clause in Contracts

Contracts and Commitments. (a) Except as set forth on the attached CONTRACTS SCHEDULE, neither the Company nor any Subsidiary is party to any: (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.13 or on the attached EMPLOYEE BENEFITS SCHEDULE; (iii) stock purchase, stock option or similar plan; (iv) contract for the employment or any contract relating to wages, hours or other conditions of employment of any officer, individual employee or other person on a full-time, part-time or consulting basis; (v) agreement or indenture relating to the borrowing of money or a line of credit or to mortgaging, pledging or otherwise placing a lien on any material portion of the Company's or any Subsidiary's assets; (vi) guaranty of any obligation for borrowed money or other material guaranty; (vii) lease or agreement under which it is a lessee or lessor of, or holds or operates, or permits any third party to hold or operate, any personal or real property for which the annual rental exceeds $50,000; (viii) license or other contract with respect to Intellectual Property, including, without limitation, the Intellectual Property rights and franchise agreements to which the Company or any of its Subsidiaries is a party; (ix) contracts not entered into in the ordinary course of business that involve expenditures or receipts in excess of $50,000 to which the Company or any Subsidiary is a party; (x) contracts for capital expenditures in excess of $50,000 to which the Company or any of its Subsidiaries is a party; (xi) contracts relating to the acquisition by the Company or any Subsidiary of the capital stock of any other Person or granting the Company or any Subsidiary an option to purchase any asset, tangible or intangible, or real or personal property of any other Person; (xii) representative or sales agency contracts or commitments to which the Company or any of its Subsidiaries is a party; (xiii) contract or group of related contracts with the same party for the purchase by the Company or any of its Subsidiaries of products or services under which the undelivered balance of such products and services has a selling price in excess of $50,000; (xiv) contract or group of related contracts with the same party for the sale by the Company or any of its Subsidiaries of products or services under which the undelivered balance of such products or services has a sales price in excess of $50,000; (xv) contract or agreement with any Affiliate; (xvi) contracts restricting a Person from competing with the Company or any of its Subsidiaries; (xvii) contracts which prohibit or restrict in any manner the Company or any Subsidiary from freely engaging in any line of business anywhere in the world; or (xviii) other material contracts. (b) Buyer either has been supplied with, or has been given access to, a true and correct copy of all written contracts which are referred to on the attached CONTRACTS SCHEDULE, together with all amendments, waivers or other changes thereto. (c) All contracts listed on the attached CONTRACTS SCHEDULE are in full force and effect and constitute legal, valid and binding obligations of the Company and/or its Subsidiaries, except where the failure of such contracts to be in full force and effect and to constitute legal, valid and binding obligations would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any Subsidiary nor, to the Company's knowledge, any other party, is in default under any contract listed on the attached CONTRACTS SCHEDULE, except where such default would not have a Material Adverse Effect, and no event has occurred which, but for the passage of time or the giving of notice, would constitute such a default.

Contracts and Commitments. (a) Except as set forth on Schedule 2.11(a), as of the attached CONTRACTS SCHEDULEdate of this Agreement, neither the Company nor any Subsidiary of its Subsidiaries nor Seller (solely with respect to the Business) is a party to any: or bound by any of the following, whether written or oral: (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement stock option, employee stock purchase or other form of deferred compensation plan, program, policy, agreement or arrangement providing for deferred or other than as described compensation (including any bonuses or other renumeration and whether in Section 4.13 cash or on the attached EMPLOYEE BENEFITS SCHEDULE; otherwise) to any current or former managers, officers, employees or other individual service providers or severance, change in control, or transaction related bonus agreements, programs, policies or arrangements; (iiiii) stock purchase, stock option or similar plan; (iv) any contract for the employment or any contract relating to wages, hours or other conditions of employment service of any current manager, officer, individual employee or other person individual service provider on a full-time, part-time time, consulting or consulting basis; other basis providing for annual compensation opportunities in excess of $150,000; (iii) any collective bargaining agreement or other contract with any union, works council, or other labor organization or employee representative (each, a “Labor Agreement”); (iv) any contract under which the Company or its Subsidiaries has advanced or loaned money to, guaranteed an amount for the benefit of or made an Investment in any other Person; (v) agreement any agreement, promissory note or indenture relating to any Indebtedness or the borrowing of money guarantees thereof or a line of credit or to the mortgaging, pledging pledging, creating, granting or otherwise placing a lien Lien on any material portion asset or group of assets of the Company's Company or any Subsidiary's assets; its Subsidiaries; (vi) guaranty any lease or agreement pursuant to which the Company or its Subsidiaries is lessee of or holds or operates any obligation property, real or personal, owned by any other party, except for borrowed money any lease of real or other material guaranty; personal property under which the aggregate annual rental payments do not exceed $100,000; (vii) any lease or agreement under pursuant to which it the Company or its Subsidiaries is a lessee or lessor of, or holds or operates, of or permits any third party to hold or operateoperate any property, any personal real or real property for which the annual rental exceeds $50,000; (viii) license personal, owned or other contract with respect to Intellectual Property, including, without limitation, the Intellectual Property rights and franchise agreements to which controlled by the Company or any of its Subsidiaries is a party; Subsidiaries; (ixviii) contracts not entered into in the ordinary course of business that involve expenditures or receipts in excess of $50,000 to which the Company or any Subsidiary is a party; (x) contracts for capital expenditures in excess of $50,000 to which the Company or any of its Subsidiaries is a party; (xi) contracts relating to the acquisition by the Company or any Subsidiary of the capital stock of any other Person or granting the Company or any Subsidiary an option to purchase any asset, tangible or intangible, or real or personal property of any other Person; (xii) representative or sales agency contracts or commitments to which the Company or any of its Subsidiaries is a party; (xiii) contract or group of related contracts with the same party for or group of affiliated parties the performance of which involves consideration in the aggregate in excess of $150,000, other than purchase and sales contracts, orders incurred in the ordinary course of business, and contracts responsive to clause (ii) above or clause (xiv) below; (ix) any contract or agreement (A) relating to the licensing or granting of any rights or covenants with respect to, any Intellectual Property (whether granted to or by the Company or any of its Subsidiaries, or to or by Seller or any of its other Affiliates with respect to the Business), other than (1) non-exclusive licenses granted to the Company or any of its Subsidiaries in the ordinary course of products business for generally available commercial, unmodified, “off the shelf” software used solely for the Company’s or services its applicable Subsidiary’s 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 $100,000 (“Software Licenses”), (2) licenses for Open Source Software, (3) incidental non-exclusive licenses of Intellectual Property granted in the ordinary course of business that are ancillary to the overall subject matter of the contract or agreement, the primary purpose of which is something other than the grant of rights under Intellectual Property (“Ancillary Licenses”), (B) related to the acquisition, divestiture, or development of Intellectual Property (other than employee invention assignment agreements, consulting agreements, or contractor agreements, in each case, executed on the Company’s or its applicable Subsidiary’s standard form of agreement, which agreements, together with the undelivered balance Software Licenses and Ancillary Licenses, shall be deemed to be Material Contracts) or (C) affecting the Company’s or any of such products its Subsidiaries’ ability to use, enforce, or disclose any Company Intellectual Property or otherwise arising out of any Intellectual Property-related dispute (which shall include concurrent use agreements, settlement agreements and services has consent to use agreements); (x) any contract or agreement with a selling price term of more than six months which is not terminable upon less than thirty (30) days’ notice without penalty and involves a consideration in excess of $50,000; 250,000 annually; (xivxi) any contract or group of related contracts with the same party for the sale agreement regarding any material indemnification provided to or by the Company or any of its Subsidiaries Subsidiaries; (xii) any contract or agreement containing any of products or services under which the undelivered balance of such products or services has a sales price in excess of $50,000following provisions enforceable against the Company: (A) most favored customer pricing covenants; (xvB) non-competition with any Person in any business; (C) prohibitions on engagement in any business in any market or geographic area or during any time period; (D) non-solicitation of clients or customers; (E) non-solicitation and/or non-hire of any individual that does not include exceptions for general solicitations or advertisements (other than those entered into in the ordinary course of business); (F) grants of exclusive rights, rights of first refusal, rights of first negotiation, or similar rights to any Person; (G) scheduled price reductions, customer credits or similar concessions; (H) commitments to future development or modifications of any of the Company’s Software (other than pursuant to commitments performed in the ordinary course of business under service level agreements, maintenance and support agreements); (I) revenue-sharing or commission obligations; or (J) obligation to purchase all or substantially all of the Company’s requirements of a particular product or service from a supplier or vendor, or otherwise containing “take or pay” or minimum purchase provisions; (xiii) any settlement, conciliation or similar agreement with any Governmental Authority or other Person containing obligations yet to be performed or completed by either or both parties; (xiv) any contract or agreement with any AffiliateMaterial Customer or Material Supplier (except statements of work or purchase orders entered into in the ordinary course of business); (xv) any contract or agreement, expected to generate receipts in excess of $100,000 during the Company’s current fiscal year, with (A) any Governmental Authority, (B) any prime contractor of a Governmental Authority in its capacity as a prime contractor to any Governmental Authority or (C) any subcontractor at any tier with respect to any agreement or contract of a type described in clauses (A) or (B) above; or (xvi) contracts restricting any other agreement which is material to the Company’s operations or business prospects or involves a Person from competing consideration in excess of $250,000 annually. The descriptions of all contracts, leases, agreements and instruments identified on Schedule 2.11(a) together with the Company or any of its Subsidiaries; (xviidisclosures on Schedule 2.11(b) contracts which prohibit or restrict in any manner the Company or any Subsidiary from freely engaging in any line of business anywhere in the world; or (xviii) identify all amendments, waivers and other material contractsmodifications to such agreements. (b) Buyer either Each of the contracts, leases, agreements and instruments set forth or required to be set forth on Schedule 2.11(a) (each, a “Material Contract”) is valid, binding and enforceable in accordance with its terms, and shall be in full force and effect without penalty in accordance with its terms upon consummation of the Closing (unless such Material Contract has been supplied withexpired in accordance with its terms). Except as set forth on Schedule 2.11(b), (i) the Company and its Subsidiaries has performed all obligations required to be performed by it under each Material Contract and (with or without the lapse of time or the giving of notice, or both) is not in breach or default thereunder, (ii) no event has been given access tooccurred 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 its Subsidiaries under any Material Contract, (iii) neither the Company nor any Subsidiary has any present expectation or intention of not fully performing all of its obligations under a true Material Contract, (iv) no Material Contract is currently subject to or is expected to be subject to cancellation, termination or any other material modification by the other party thereto or is subject to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery, and (v) neither the Company nor any of its Subsidiaries has Knowledge of any 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) The Company has made available to Buyer true, correct copy and complete copies of all 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 the attached CONTRACTS SCHEDULESchedule 2.11(a), together with all amendments, waivers or other changes thereto. (c) All contracts listed on the attached CONTRACTS SCHEDULE are in full force and effect and constitute legal, valid and binding obligations of the Company and/or its Subsidiaries, except where the failure of such contracts to be in full force and effect and to constitute legal, valid and binding obligations would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any Subsidiary nor, to the Company's knowledge, any other party, is in default under any contract listed on the attached CONTRACTS SCHEDULE, except where such default would not have a Material Adverse Effect, and no event has occurred which, but for the passage of time or the giving of notice, would constitute such a default.

Contracts and Commitments. (a) Except as set forth on the attached CONTRACTS SCHEDULE, neither in Section 4.10 of the Company nor any Subsidiary 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, and each Benefit Plan required to be listed on Section 4.17 of the Company Disclosure Schedule, a “Material Contract” and, collectively, the “Material Contracts”), as of the date hereof, no Group Company is a party to or is bound by, and no Group Company’s assets or properties are subject to, any: : (i) collective bargaining agreement Contract creating a partnership, limited liability company, joint venture, strategic alliance, collaboration, co-promotion, profit or contract with any labor union; revenue sharing, research or development project, or similar Contract; (ii) bonus, pension, profit sharing, retirement Contract providing for the grant of any preferential rights to purchase or other form lease any of deferred compensation plan, other than as described in Section 4.13 or on the attached EMPLOYEE BENEFITS SCHEDULE; assets of any Group Company; (iii) stock purchaseContract for capital expenditures or the acquisition of fixed assets, stock option or similar plan; in each case in excess of $200,000; (iv) contract Any equityholders, voting, investors rights, registration rights or similar agreement or arrangement; (v) Contract (A) that contains a non-solicit or a non-competition provision relating to 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 Contract restricting the right of any Group Company’s employees or independent 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 the expansion thereof to other geographical areas or lines of business, (B) that grants to the other party or any third Person “most favored nation” status, or (C) that grants to the other party or any third party any exclusive right or rights or in which any third party grants any Group Company any exclusive right or rights; (vi) 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 or any contract relating to wages, hours or other conditions of employment of any officer, individual employee employee, independent contractor, or other person Person on a full-time, part-time time, or consulting basis; basis providing for fixed compensation in excess of $125,000 per annum or which provides for the payment of any change in control, retention, severance or similar benefits; (vx) agreement Contract that requires any Group Company to purchase its total requirements of any product or indenture 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 borrowing 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 money any medicine to the extent the licenses contained therein are incidental to such 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 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 line third party supplies any Group Company with active ingredients for product that is reasonably expected to involve future expenditures by any Group Company of credit more than $200,000 in the twelve (12) month period following the date hereof; (xix) Contract relating to Debt or to mortgagingany guaranty of the obligations of any other Person (whether incurred, pledging assumed, guaranteed or otherwise placing secured by any asset); (xx) Contract granting any Person a lien Lien (or contemplating the granting of any Lien) on any material portion of the Company's assets or any Subsidiary's assets; (vi) guaranty properties of any obligation for borrowed money Group Company; (xxi) Contract pursuant to which any Group Company has continuing obligations or interests involving (A) “milestone” or other material guaranty; similar contingent payments, including upon the achievement of regulatory or commercial milestones, or (viiB) lease payment of royalties or agreement other amounts calculated based upon any revenues or income of any Group Company; (xxii) Contract under which it is a lessee or lessor of, or holds or operates, or permits any third party to hold or operate, operates any personal or real property owned by any other party, for which the annual rental exceeds $50,000; 200,000; (viiixxiii) license 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 or other contract with respect to Intellectual Property, including, without limitation, the Intellectual Property rights and franchise agreements to which the Company or labor agreement covering employees of any of its Subsidiaries is a party; Group Company; (ixxxv) contracts not entered into Contract made other than in the ordinary course Ordinary Course; or (xxvi) Contract not otherwise described in any other subsection of business that involve expenditures or receipts 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 $50,000 to which the Company or any Subsidiary is a party; (x) contracts for capital expenditures in excess of $50,000 to which the Company or any of its Subsidiaries is a party; (xi) contracts relating to the acquisition by the Company or any Subsidiary of the capital stock of any other Person or granting the Company or any Subsidiary an option to purchase any asset, tangible or intangible, or real or personal property of any other Person; (xii) representative or sales agency contracts or commitments to which the Company or any of its Subsidiaries is a party; (xiii) contract or group of related contracts with the same party for the purchase by the Company or any of its Subsidiaries of products or services under which the undelivered balance of such products and services has a selling price in excess of $50,000; (xiv) contract or group of related contracts with the same party for the sale by the Company or any of its Subsidiaries of products or services under which the undelivered balance of such products or services has a sales price in excess of $50,000; (xv) contract or agreement with any Affiliate; (xvi) contracts restricting a Person from competing with the Company or any of its Subsidiaries; (xvii) contracts which prohibit or restrict 200,000 in any manner 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 any Subsidiary from freely engaging in any line of business anywhere in the world; penalty, other than Ordinary Course product or (xviii) other material active ingredient purchase contracts. (b) Buyer either 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 been supplied withwaived 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 been given access toto 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 true 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 written contracts which are referred to on the attached CONTRACTS SCHEDULEMaterial 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. (cd) All contracts listed on the attached CONTRACTS SCHEDULE are in full force and effect and constitute legal, valid and binding obligations Section 4.10(d) of the Company and/or its SubsidiariesDisclosure Schedule contains as of the date of this Agreement a complete list of each Government Contract that is still in effect, except where identifying the failure of such contracts to be in full force (i) contracting agency, (ii) Contract type and effect Contract number, (iii) name and to constitute legal, valid and binding obligations would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any Subsidiary nor, to the Company's knowledge, any other party, is in default under any contract listed on the attached CONTRACTS SCHEDULE, except where such default would not have a Material Adverse Effectaddress, and no event has occurred whichcontact information of contracting office and/or contracting officer, but for the passage (iv) total dollar value of time or the giving of noticeContract, would constitute such a defaultand (v) approximate remaining balance.

Contracts and Commitments. (a) Except for the Transaction Documents or as set forth on the attached CONTRACTS SCHEDULEContracts Schedule, neither the Company Corporation nor any Subsidiary of its Subsidiaries is a party to any: or bound by any written or oral: (ia) pension, profit sharing, retirement, bonus, incentive, equity option or other plan or arrangement providing for current or deferred or other compensation to employees or independent contractors or any other employee benefit plan or arrangement or practice, whether formal or informal; (b) collective bargaining agreement or any other contract with any labor union; , or any severance agreements, programs, policies or arrangements; (iic) bonus, pension, profit sharing, retirement agreement or other form of deferred compensation plan, other than as described in Section 4.13 or on the attached EMPLOYEE BENEFITS SCHEDULE; (iii) stock purchase, stock option or similar plan; (iv) contract for the employment or any contract relating to wages, hours or other conditions of employment of any officer, individual employee or other person Person on a full-time, part-time time, consulting or consulting basis; other basis providing for either (vi) annual cash or other compensation in excess of $150,000 or (ii) the payment of any cash or other compensation 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 Indebtedness or the borrowing of money or a line of credit or to mortgaging, pledging or otherwise placing a lien Lien on any material portion asset of the Company's Corporation or any Subsidiary's assets; , or any letter of credit arrangements or performance bond arrangements; (vi) guaranty of any obligation for borrowed money or other material guaranty; (viif) lease or agreement under which (i) it is a lessee or lessor of, of or holds or operatesoperates any property, real or personal, owned by any other Person, except for any lease of personal property under which the aggregate annual payments do not exceed $150,000 or (ii) it is lessor of or permits any third party to hold or operateoperate any property, any personal real or real property for personal, owned or controlled by it under which the aggregate annual rental exceeds payments (or the annual cost of obtaining and providing the same to such third party) exceed $50,000; 150,000; (viiig) license inbound or outbound license, royalty, indemnification, assignment or other contract with respect agreement relating to Intellectual PropertyProperty Rights, including, without limitation, the Intellectual Property rights and franchise agreements to which the Company or any of its Subsidiaries is a party; except for (ixa) contracts not entered into in the ordinary course of business that involve expenditures or receipts in excess of $50,000 to which the Company or any Subsidiary is a party; (x) contracts for capital expenditures in excess of $50,000 to which the Company or any of its Subsidiaries is a party; (xi) contracts relating licenses to the acquisition by the Company Corporation or any Subsidiary of commercially available off-the-shelf software which has not been customized for the capital stock of Corporation or such Subsidiary in any other Person or granting the Company or significant manner and (b) any Subsidiary an option to purchase any asset, tangible or intangible, or real or personal property of any other Person; (xii) representative or sales agency contracts or commitments to such agreements for which the Company aggregate license fees and costs for any such license or any group of its Subsidiaries is a party; related licenses does not exceed $200,000; (xiiih) non-disclosure or confidentiality agreement; (i) contract or group of related contracts with the same party for or group of affiliated parties continuing over a period of more than six (6) months from the purchase date or dates thereof, not terminable by the Company Corporation or any of its Subsidiaries of products a Subsidiary upon thirty (30) days’ or services under which the undelivered balance of such products less notice without penalty and services has a selling price in excess of involving more than $50,000; 100,000; (xivj) contract or group of related contracts with the same party for or group of affiliated parties requiring the sale payment of any fee, penalty or other amount by the Company Corporation or any Subsidiary in the event of its Subsidiaries any failure to perform or late performance involving more than $100,000; (k) agreement relating to the ownership of products or services under which the undelivered balance of such products investments in any business or services has a sales price enterprise, including investments in excess of $50,000; joint ventures and minority equity investments; (xvl) contract or agreement with any Affiliate; (xvi) contracts restricting a Person from competing with the Company or any of its Subsidiaries; (xvii) contracts which prohibit or restrict in any manner the Company or any Subsidiary prohibiting it from freely engaging in any line of 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 or (xviiim) other material contracts. (b) Buyer either has been supplied with, agreement or has been given access to, a true and correct copy series of all written contracts related agreements which are referred to on the attached CONTRACTS SCHEDULE, together with all amendments, waivers or other changes thereto. (c) All contracts listed on the attached CONTRACTS SCHEDULE are in full force and effect and constitute legal, valid and binding obligations of the Company and/or its Subsidiaries, except where the failure of such contracts to be in full force and effect and to constitute legal, valid and binding obligations would not, individually or in the aggregateaggregate is or are material to its operations or business prospects or involves annual consideration in excess of $150,000 (excluding contracts with employees), have whether or not in the ordinary course of business. (n) All of the contracts, agreements, instruments and documents set forth or required to be set forth on the Contracts Schedule (each, a “Material Adverse EffectContract”) 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). Neither the Company nor any Subsidiary norThe Corporation and its Subsidiaries (as applicable) and, to the Company's knowledgeKnowledge of the Corporation, any the other party, is 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 contract listed on the attached CONTRACTS SCHEDULE, except where written claim of such default would not have a or breach, under any Material Adverse Effect, and no Contract. No event has occurred which, but for which with the passage of time or the giving of notice, notice or both would constitute such 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 specifically contemplated by this Agreement or as set forth on the attached CONTRACTS SCHEDULESchedule 3.10(a), neither the Company nor any Subsidiary is not a party to or bound by, whether written or oral, any: : (i) collective bargaining agreement Contract involving a potential commitment or contract with any labor union; payment by the Company in excess of USD $10,000, individually or in the aggregate; (ii) any bonus, commission, pension, profit sharing, retirement or any other form of deferred compensation plan, other than as described in Section 4.13 or on the attached EMPLOYEE BENEFITS SCHEDULE; (iii) incentive plan or any stock purchase, stock option option, warrant, personnel option, hospitalization, insurance or similar plan; employee benefit plan or practice; (iviii) contract Contract for the employment or any contract relating to wages, hours or other conditions of employment of any officer, individual employee or other person Person on a full-time, partconsulting or independent contractor basis or any severance or change-time of-control agreement, or consulting basis; (v) any collective bargaining agreement or indenture Contract with any labor union; (iv) Contract relating to the borrowing of money or a line of credit Indebtedness (including guaranty arrangements) or to mortgaging, pledging or otherwise placing a lien Lien, other than any Permitted Lien, on any material portion of its assets, or any guaranty of an obligation of a third party; (v) royalty, dividend or similar arrangement based on the revenues or profits of the Company's Company or any Subsidiary's assets; contract or agreement involving fixed price or fixed volume arrangements; (vi) guaranty of Contract which contains any obligation for borrowed money or provisions requiring the Company to indemnify any other material guaranty; party; (vii) lease or agreement Contract under which it the Company is a lessee or lessor of, or holds or operates, any property, real or personal, owned by any other party or under which it is lessor of or permits any third party to hold or operateoperate any property, any personal real or real property for which personal, owned or controlled by the annual rental exceeds $50,000; Company; (viii) license Contract or group of related 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 world or during any period of 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 contract 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; (xiv) Contract with any Governmental Authority; (xv) power of attorney from the Company, including the name of such Person holding such power of attorney; (xvi) acquisition agreement, whether by merger, stock or asset sale or otherwise; (xvii) Contract not executed in the ordinary 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 (xviii) 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 Intellectual Propertythe Company and, includingto 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 limitationnotice, 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 Intellectual Property Company shall be entitled to all rights and franchise agreements under each Company Contract existing immediately prior to which 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 Subsidiaries is a party; (ix) contracts not entered into in the ordinary course of business that involve expenditures officers, directors, or receipts in excess of $50,000 to which the Company employees, by or any Subsidiary is a party; (x) contracts for capital expenditures in excess of $50,000 to which the Company or any of its Subsidiaries is a party; (xi) contracts relating to the acquisition by the Company or any Subsidiary on behalf of the capital stock of any other Person Company, is party to or granting the Company or any Subsidiary an option has ever been a party to purchase any asset, tangible or intangible, or real or personal property of any other Person; (xii) representative or sales agency contracts or commitments to which the Company or any of its Subsidiaries is a party; (xiii) contract or group of related contracts with the same party for the purchase by the Company or any of its Subsidiaries of products or services under which the undelivered balance of such products and services has a selling price in excess of $50,000; (xiv) contract or group of related contracts with the same party for the sale by the Company or any of its Subsidiaries of products or services under which the undelivered balance of such products or services has a sales price in excess of $50,000; (xv) contract or agreement Contract with any Affiliate; (xvi) contracts restricting a Person from competing with Governmental Authority. As of the Company or any of its Subsidiaries; (xvii) contracts which prohibit or restrict in any manner the Company or any Subsidiary from freely engaging in any line of business anywhere in the world; or (xviii) other material contracts. (b) Buyer either has been supplied withdate hereof, or has been given access to, a true there are no new Contracts that are being actively negotiated and correct copy of all written contracts which are referred that would be required to be listed on the attached CONTRACTS SCHEDULE, together with all amendments, waivers or other changes theretoSchedule 3.10. (c) All contracts listed on The Company has fulfilled all material obligations required to have been performed by the attached CONTRACTS SCHEDULE are 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 full force and effect and constitute legal, valid and binding obligations respect of the Company and/or its Subsidiaries(including without limitation to revise or accelerate any obligation, except where the failure of such contracts to be in full force and effect and to constitute legalcreate any Lien or enforce any security, valid and binding obligations would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor demand any Subsidiary nor, to the Company's knowledge, any other party, is in default under any contract listed on the attached CONTRACTS SCHEDULE, except where such default would not have a Material Adverse Effect, and no event has occurred which, but for the passage of time payment or the giving of notice, would constitute such a defaultdiscount).

Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth on in the attached CONTRACTS SCHEDULEContracts Schedule, neither the Company nor any Subsidiary the Parent is a party to any: or bound by any written or oral: (ia) 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; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.13 or on the attached EMPLOYEE BENEFITS SCHEDULE; (iii) stock purchase, stock option or similar plan; (ivb) contract for the employment or any contract relating to wages, hours or other conditions of employment of any officer, individual employee or other person Person on a full-time, part-time time, consulting or consulting other basis; ; (vc) contract under which such entity has advanced or loaned any other Person any amount; (d) agreement or indenture relating to the borrowing of borrowed money or a line of credit other Indebtedness or to the mortgaging, pledging or otherwise placing a lien Lien on any material portion of the Company's asset or any Subsidiary's assets; group of assets of either the Company or the Parent; (vie) guaranty guarantee of any obligation for borrowed money or other material guaranty; obligation; (viif) lease or agreement under which it the Company or the Parent is a lessee or lessor of, of or holds or operatesoperates 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 operateoperate any property, any personal real or real property for which the annual rental exceeds $50,000; (viii) license personal, owned or other contract with respect to Intellectual Property, including, without limitation, the Intellectual Property rights and franchise agreements to which the Company or any of its Subsidiaries is a party; (ix) contracts not entered into in the ordinary course of business that involve expenditures or receipts in excess of $50,000 to which the Company or any Subsidiary is a party; (x) contracts for capital expenditures in excess of $50,000 to which the Company or any of its Subsidiaries is a party; (xi) contracts relating to the acquisition controlled by the Company or any Subsidiary of the capital stock of any other Person or granting the Company or any Subsidiary an option to purchase any asset, tangible or intangible, or real or personal property of any other Person; Company; (xii) representative or sales agency contracts or commitments to which the Company or any of its Subsidiaries is a party; (xiiih) contract or group of related contracts with the same party for the purchase by the Company or any of its Subsidiaries of products or services under which the undelivered balance of such products and services has a selling price in excess of $50,000; (xiv) contract or group of related contracts affiliated parties; (i) assignment, license, indemnification or agreement with the same party for the sale by the Company or respect to any of its Subsidiaries of products or services intangible property (including, without limitation, any Intellectual Property Rights); (j) agreement under which the undelivered balance of such products it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (k) sales, distribution or services has a sales price in excess of $50,000; franchise agreement; (xvl) contract or agreement with any Affiliate; (xvi) contracts restricting a Person from competing with the Company or any of its Subsidiaries; (xvii) contracts which prohibit or restrict in any manner the Company or any Subsidiary prohibiting it from freely engaging in any line of business or competing anywhere in the world; or or (xviiim) other agreement which is material contractsto its operations and business prospects. (b) Buyer either has been supplied with, or has been given access to, a true and correct copy of all written contracts which are referred to on the attached CONTRACTS SCHEDULE, together with all amendments, waivers or other changes thereto. (c) All contracts listed on the attached CONTRACTS SCHEDULE are in full force and effect and constitute legal, valid and binding obligations of the Company and/or its Subsidiaries, except where the failure of such contracts to be in full force and effect and to constitute legal, valid and binding obligations would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any Subsidiary nor, to the Company's knowledge, any other party, is in default under any contract listed on the attached CONTRACTS SCHEDULE, except where such default would not have a Material Adverse Effect, and no event has occurred which, but for the passage of time or the giving of notice, would constitute such a default.

Contracts and Commitments. (a) Except as set forth on in Schedule 4.12 attached hereto (the attached CONTRACTS SCHEDULE“Contracts Schedule”), neither the Company nor any Subsidiary is not a party to or bound by, whether written or oral, any: (i) collective bargaining agreement or contract with any labor union; (ii) union or any bonus, pension, profit sharing, retirement or any other form of deferred compensation plan, other than as described in Section 4.13 plan or on the attached EMPLOYEE BENEFITS SCHEDULE; (iii) any stock purchase, stock option option, incentive, hospitalization insurance or similar planplan or practice, whether formal or informal; (ivii) contract for the employment or any contract relating to wages, hours or other conditions of employment engagement of any officer, individual employee or other person Person on a full-time, part-full time or consulting basisbasis or any severance agreements, retention agreements or similar agreements; (viii) agreement or indenture relating to the borrowing of money or a line of credit or to mortgaging, pledging or otherwise placing a lien on any material portion of its assets; (iv) agreements with respect to the Company's lending or any Subsidiary's assetsinvesting of funds; (v) license, sublicense or royalty agreements; (vi) guaranty lease or agreement under which it is lessee of, or holds or operates, any personal property owned by any other party calling for payments in excess of any obligation for borrowed money or other material guaranty$25,000 annually; (vii) lease or agreement under which it is a lessee or lessor of, or holds or operates, of or permits any third party to hold or operateoperate any property, any personal real or real property for which the annual rental exceeds $50,000personal, owned or controlled by it; (viii) license or other contract with respect to Intellectual Property, including, without limitation, the Intellectual Property rights and franchise agreements to which the Company or any of its Subsidiaries is a party; (ix) contracts not entered into in the ordinary course of business that involve expenditures or receipts in excess of $50,000 to which the Company or any Subsidiary is a party; (x) contracts for capital expenditures in excess of $50,000 to which the Company or any of its Subsidiaries is a party; (xi) contracts relating to the acquisition by the Company or any Subsidiary of the capital stock of any other Person or granting the Company or any Subsidiary an option to purchase any asset, tangible or intangible, or real or personal property of any other Person; (xii) representative or sales agency contracts or commitments to which the Company or any of its Subsidiaries is a party; (xiii) contract or group of related contracts with the same party for the purchase by the Company or any sale of its Subsidiaries of supplies, products or other personal property or for the furnishing or receipt of services under which the undelivered balance of such products and services has involves a selling price sum in excess of $50,00025,000 annually; (xivix) contract or group of related contracts with the same party for continuing over a period of more than 6 months from the sale date or dates thereof, not terminable by the Company it on 30 days’ or any of its Subsidiaries of products less notice without penalties or services under which the undelivered balance of such products or services has a sales price in excess of $50,000payments; (xvx) contract or agreement with any Affiliate; (xvi) contracts restricting a Person from competing with the Company or any of its Subsidiaries; (xvii) contracts which prohibit or restrict in any manner the Company or any Subsidiary prohibits it from freely engaging in any line of business anywhere in the world; (xi) contract relating to the distribution or marketing of its products; or (xviiixii) other material contractsagreements, contracts or understandings pursuant to which the Company subcontracts work to third parties. (b) Except as specifically disclosed in the Contracts Schedule, (i) the Company has no Knowledge of any cancellation, breach or anticipated breach by any other party to any contract or commitment required to be disclosed on the Contracts Schedule, (ii) the Company has performed all the obligations required to be performed in connection with the contracts or commitments required to be disclosed on the Contracts Schedule and is not in breach of and/or default under any contract or commitment required to be disclosed on the Contracts Schedule, (iii) the Company does not have any present expectation or intention of not fully performing any obligation pursuant to any contract or commitment required to be disclosed on the Contracts Schedule, (iv) no customer or supplier has indicated in writing or orally to any Seller or to the Company that it will stop or materially decrease the rate of business done with the Company or that it desires to renegotiate its contract or commitment with the Company and (v) each contract or commitment required to be disclosed on the Contracts Schedule is legal, valid, binding, enforceable and in full force and effect and, to Company’s Knowledge, will continue as such following consummation of the transactions contemplated hereby. (c) Sellers have provided Buyer either has been supplied with, or has been given access to, with a true and correct copy of all written contracts which are referred required to be disclosed on the attached CONTRACTS SCHEDULEContracts Schedule, in each case together with all amendments, waivers or other changes thereto. thereto (c) All contracts listed all of which are disclosed on the attached CONTRACTS SCHEDULE are in full force Contracts Schedule). The Contracts Schedule contains a description of all material terms of all oral contracts and effect and constitute legal, valid and binding obligations of the Company and/or its Subsidiaries, except where the failure of such contracts commitments referred to be in full force and effect and to constitute legal, valid and binding obligations would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any Subsidiary nor, to the Company's knowledge, any other party, is in default under any contract listed on the attached CONTRACTS SCHEDULE, except where such default would not have a Material Adverse Effect, and no event has occurred which, but for the passage of time or the giving of notice, would constitute such a defaulttherein.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement or as set forth on the attached CONTRACTS SCHEDULESchedule 3.12(b), neither Schedule 3.14, Schedule 3.15 or Schedule 3.26, the Company nor any Subsidiary is not a party to or bound by, whether written or oral, any: : (i) collective bargaining agreement Contract involving a commitment or contract with any labor union; payment by the Company in excess of $100,000; (ii) any bonus, commission, pension, profit sharing, retirement or any other form of deferred compensation plan, other than as described in Section 4.13 or on the attached EMPLOYEE BENEFITS SCHEDULE; (iii) incentive plan or any stock purchase, stock option option, hospitalization, insurance or similar plan; employee benefit plan or practice, whether formal or informal; (iviii) contract Contract for the employment or any contract relating to wages, hours or other conditions of employment of any officer, individual employee or other person Person on a full-time, partconsulting or independent contractor basis or any severance or change-time of-control agreement, or consulting basis; (v) any collective bargaining agreement or indenture Contract with any labor union; (iv) Contract relating to the borrowing of money or a line of credit Indebtedness (including guaranty arrangements) or to mortgaging, pledging or otherwise placing a lien Lien on any material of its assets, or any guaranty of an obligation of a third party; (v) royalty, dividend or similar arrangement based on the revenues or profits of the Company or any contract or agreement involving fixed price or fixed volume arrangements; (vi) Contract or arrangement which provides any employee with any portion of the Company's profits attributable to or generated by any Subsidiary's assets; (vi) guaranty line of any obligation for borrowed money or other material guaranty; business; (vii) 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 it the Company is a lessee or lessor of, or holds or operates, any property, real or personal, owned by any other party calling for payments in excess of $25,000 annually or under which it is lessor of or permits any third party to hold or operateoperate any property, any personal real or real property for personal, owned or controlled by the Company; (ix) Contract or group of related Contracts which the annual rental exceeds $50,000; (viii) license is or other contract with respect to Intellectual Property, including, without limitation, the Intellectual Property rights and franchise agreements to which 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 Subsidiaries is a party; (ix) contracts not entered into in Affiliates after the ordinary course of business that involve expenditures or receipts in excess of $50,000 Closing Date, to which the Company or any Subsidiary is a party; (x) contracts for capital expenditures in excess of $50,000 to which the Company or any of its Subsidiaries is a party; (xi) contracts relating to the acquisition by the Company or any Subsidiary of the capital stock of any other Person or granting the Company or any Subsidiary an option to purchase any asset, tangible or intangible, or real or personal property of any other Person; (xii) representative or sales agency contracts or commitments to which the Company or any of its Subsidiaries is a party; (xiii) contract or group of related contracts with the same party for the purchase by the Company or any of its Subsidiaries of products or services under which the undelivered balance of such products and services has a selling price in excess of $50,000; (xiv) contract or group of related contracts with the same party for the sale by the Company or any of its Subsidiaries of products or services under which the undelivered balance of such products or services has a sales price in excess of $50,000; (xv) contract or agreement with any Affiliate; (xvi) contracts restricting a Person from competing with the Company or any of its Subsidiaries; (xvii) contracts which prohibit or restrict in any manner the Company or any Subsidiary from freely engaging engage in any line of business or with any Person anywhere in the world; world or during any period of 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; (xv) Contract with any Governmental Authority; (xvi) power of attorney; (xvii) acquisition agreement, whether by merger, stock or asset sale or otherwise; (xviii) Contract not executed in the Ordinary Course of Business; or (xix) other Contract material contractsto 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 either has been supplied with, or has been given access to, a true and correct copy copies of all written contracts which are referred to on the attached CONTRACTS SCHEDULEeach Company Contract, together with all amendments, waivers or and other changes thereto. thereto (call 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) All contracts listed on the attached CONTRACTS SCHEDULE are in full force and effect and constitute legal, valid and binding obligations of the no Company and/or its Subsidiaries, except where the failure of such contracts to be in full force and effect and to constitute legal, valid and binding obligations would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any Subsidiary norContract has been canceled or, to the Company's knowledge’s Knowledge, any 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 contract listed on the attached CONTRACTS SCHEDULE, except where such default would not have a Material Adverse EffectCompany Contract, and no event or condition has occurred which, but for or arisen which with the passage of time or the giving of noticenotice or both would result in a default or breach thereunder, would constitute 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 defaultlist of all Contracts to which the Company is a party or otherwise has any obligations.

Contracts and Commitments. (a) Except as set forth on the attached CONTRACTS SCHEDULESchedule 3.13, neither the Company nor any Subsidiary is not a party to to, or bound by, whether written or oral, any: : (i) collective bargaining agreement any Contract involving a commitment or contract 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 labor union; 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, retirement or any other form of deferred compensation planor incentive plan or any equity purchase, other than as described in Section 4.13 incentive equity, hospitalization, insurance or on the attached EMPLOYEE BENEFITS SCHEDULE; similar employee benefit plan or practice, whether formal or informal; (iii) stock purchase, stock option or similar plan; (iv) contract Contract for the employment or any contract relating to wages, hours or other conditions of employment of any officer, individual employee or other person Person on a full-time, partconsulting or independent contractor basis (other than 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-time of-control, retention or consulting basis; termination compensation or benefits); (iv) collective bargaining agreement or Contract with any labor union; (v) agreement or indenture any Contract relating to any settlement with any current or former employee or independent contractor in which the borrowing of money or a line of credit Company has outstanding obligations; (vi) any Contract evidencing Indebtedness (including guaranty arrangements) or to mortgaging, pledging or otherwise placing a lien Lien (other than a Permitted Lien) on any material portion of its assets or the Company's Shares, or any Subsidiary's assets; (vi) guaranty of any an obligation for borrowed money or other material guaranty; of a third party; (vii) lease any Contract relating to Company Transaction Expenses; (viii) any Contract providing for royalty, dividend or agreement similar payments by the Company based on the revenues or profits of the Company or any Contract involving fixed price or fixed volume arrangements; (ix) any Contract under which it the Company is a lessee or lessor of, or holds or operates, any property, real or personal, owned by any other Person or under which it is lessor of or permits any third party to hold or operateoperate any property, real or personal, owned or controlled by the Company; (x) any personal Contract relating to the ownership of or real property for investment in any business or enterprise (including investments in joint ventures and minority equity investments and Contracts pursuant to which the annual rental exceeds $50,000; Company has acquired a business or entity, or the assets of a business or entity (viii) other than in the Ordinary Course of Business), whether by way of merger, consolidation, purchase of stock, purchase of assets, license or other contract with respect to Intellectual Propertyotherwise), including, without limitation, the Intellectual Property rights and franchise agreements or any Contract pursuant to which it has any ownership interest in any other Person; (xi) any Contract limiting the freedom of the Company or any of its Subsidiaries is a party; Affiliates (ixincluding, after the Closing, the Buyer and its Affiliates) contracts not entered into in the ordinary course of business that involve expenditures or receipts in excess of $50,000 to which the Company or any Subsidiary is a party; (x) contracts for capital expenditures in excess of $50,000 to which the Company or any of its Subsidiaries is a party; (xi) contracts relating to the acquisition by the Company or any Subsidiary of the capital stock of any other Person or granting the Company or any Subsidiary an option to purchase any asset, tangible or intangible, or real or personal property of any other Person; (xii) representative or sales agency contracts or commitments to which the Company or any of its Subsidiaries is a party; (xiii) contract or group of related contracts with the same party for the purchase by the Company or any of its Subsidiaries of products or services under which the undelivered balance of such products and services has a selling price in excess of $50,000; (xiv) contract or group of related contracts with the same party for the sale by the Company or any of its Subsidiaries of products or services under which the undelivered balance of such products or services has a sales price in excess of $50,000; (xv) contract or agreement with any Affiliate; (xvi) contracts restricting a Person from competing with the Company or any of its Subsidiaries; (xvii) contracts which prohibit or restrict in any manner the Company or any Subsidiary from freely engaging engage in any line of business or with any Person anywhere in the world; 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, 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 material contractsthan 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 Legal Proceeding; (xxii) Contract pursuant to which rights of any third party are triggered or become exercisable, or 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 other 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”); (xxv) any Contract under which any Customer has prepaid or otherwise paid in advance any 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; (xxvi) any Contract pursuant to which the Company is a reseller of distributor of any goods, services or products of a third-party; or (xxvii) any Contract between the Company, on the one hand, and Parent or any of its Affiliates or subsidiaries, on the other 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 either has been supplied with, or has been given access to, a true and correct copy copies of all written contracts which are referred to on the attached CONTRACTS SCHEDULEeach Company Contract, together with all amendments, waivers or and other changes theretothereto (all of which 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 therein. 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) All contracts listed The Company has validly terminated the Contract set forth on the attached CONTRACTS SCHEDULE are in full force and effect and constitute legal, valid and binding obligations Schedule 3.13(c) as of the Company and/or its Subsidiaries, except where the failure of date set forth on such contracts to be in full force and effect and to constitute legal, valid and binding obligations would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any Subsidiary nor, to the Company's knowledge, any other party, is in default under any contract listed on the attached CONTRACTS SCHEDULE, except where such default would not have a Material Adverse Effect, and no event has occurred which, but for the passage of time or the giving of notice, would constitute such a defaultSchedule.

Contracts and Commitments. (a) Except as set forth on the attached CONTRACTS SCHEDULESchedule 3.11(a) or Schedule 3.12, neither the Company nor any Subsidiary is not is a party to or bound by, whether written or oral, any: : (i) collective bargaining agreement or contract Contract with any labor union; (ii) Union or any bonus, commission, pension, profit sharing, retirement or any other form of deferred compensation plan, other than as described in Section 4.13 or on the attached EMPLOYEE BENEFITS SCHEDULE; (iii) incentive plan or any stock purchase, stock option option, hospitalization, insurance or similar plan; plan or practice, whether formal or informal; (ivii) contract Contract for the employment or any contract relating to wages, hours or other conditions of employment of any officer, individual employee or other person Person on a full-time, partconsulting or independent contractor basis or any severance agreements or change-time or consulting basis; of-control agreements; (viii) agreement or indenture Contract relating to the borrowing of money or a line of credit Indebtedness or to mortgaging, pledging or otherwise placing a lien Lien on any material portion 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 Company Intellectual Property Agreements or any or other Contract regarding any Intellectual Property Assets of the Company's Company or any Subsidiary's assets; others; (vi) guaranty of any obligation obligation, other than endorsements made for borrowed money or other material guaranty; collection; (vii) lease or agreement Contract under which it the Company is a lessee or lessor of, or holds or operates, any property, real or personal, owned by any other party calling for payments in excess of $10,000 annually or under which it is lessor of or permits any third party to hold or operateoperate any property, any personal real or real property for which the annual rental exceeds $50,000; personal, owned or controlled by it; (viii) license or other contract with respect to Intellectual Property, including, without limitation, the Intellectual Property rights and franchise agreements to which the Company or any of its Subsidiaries is a party; (ix) contracts not entered into in the ordinary course of business that involve expenditures or receipts in excess of $50,000 to which the Company or any Subsidiary is a party; (x) contracts for capital expenditures in excess of $50,000 to which the Company or any of its Subsidiaries is a party; (xi) contracts relating to the acquisition by the Company or any Subsidiary of the capital stock of any other Person or granting the Company or any Subsidiary an option to purchase any asset, tangible or intangible, or real or personal property of any other Person; (xii) representative or sales agency contracts or commitments to which the Company or any of its Subsidiaries is a party; (xiii) 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 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 Subsidiaries of products or services under which Affiliates after the undelivered balance of such products and services has a selling price in excess of $50,000; (xiv) contract or group of related contracts with the same party for the sale by the Company or any of its Subsidiaries of products or services under which the undelivered balance of such products or services has a sales price in excess of $50,000; (xv) contract or agreement with any Affiliate; (xvi) contracts restricting a Person from competing with the Company or any of its Subsidiaries; (xvii) contracts which prohibit or restrict in any manner the Company or any Subsidiary from Closing Date to freely engaging 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; (xiii) any Contract with a governmental authority, body or agency; (xiv) 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 or (xviiixvi) other Contract material contractsto 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 either has been supplied with, or has been given access to, a true and correct copy copies of all written contracts which are referred to on the attached CONTRACTS SCHEDULEeach Company Contract, together with all amendments, waivers or and other changes thereto. thereto (call of which are disclosed on Schedule 3.11(a) All contracts listed on the attached CONTRACTS SCHEDULE are 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 full force and effect and constitute legalSchedule 3.11(b), valid and binding obligations of the (i) no Company and/or its Subsidiaries, except where the failure of such contracts to be in full force and effect and to constitute legal, valid and binding obligations would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any Subsidiary norContract has been canceled or, to the Company's ’s knowledge, any 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 contract listed on the attached CONTRACTS SCHEDULE, except where such default would not have a Material Adverse EffectCompany Contract, and no event or condition has occurred which, but for or arisen which with the passage of time or the giving of notice, notice or both would constitute result in such a defaultdefault 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 invoiced account debtors, maintained records regarding its assets or otherwise conducted business other than the exact names set forth on Schedule 3.11(c).

Contracts and Commitments. (a) Except as set forth for the contracts described on the attached CONTRACTS SCHEDULESchedule 3.9, neither the Company nor any Subsidiary is not a party to any: or bound by, and no assets of Company are subject to, any of the following agreements (icollectively, “Company Contracts”): (a) collective bargaining agreement or contract with any labor union; (ii) union or any bonus, pension, profit sharing, retirement or any other form of deferred compensation plan, other than as described in Section 4.13 plan or on the attached EMPLOYEE BENEFITS SCHEDULE; (iii) stock purchase, stock option any hospitalization insurance or similar plan; plan or practice; (ivb) contract for the employment or any contract relating to wages, hours or other conditions of employment engagement of any officer, individual employee or other person Person (including as an independent contractor or on a full-time, part-time or consulting basis; ) other than at the will of the employing Person, or any agreement to provide severance or similar benefits upon any termination of employment or other engagement; (vc) agreement, indenture or other contract placing a Lien, other than a Permitted Lien, on any property of the Company other than capital leases entered into in the ordinary course of business; (d) agreement or indenture relating with respect to the borrowing lending of money or a line of credit or to mortgaging, pledging or otherwise placing a lien on any material portion of funds by the Company's ; (e) any loans or any Subsidiary's assets; advances made to employees, other than cash advances in the ordinary course of business; (vif) guaranty of any obligation for borrowed money lease, license or other material guaranty; (vii) lease or agreement under which it is a lessee or lessor licensee of, or holds or operates, any personal property owned by any other party 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, license, or other agreement under which it is lessor or licensor of, or permits any third party to hold or operate, any material personal property or any real property owned or controlled by it; or outstanding contract with distributors, sales agents or dealers of the Company 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) any contracts containing covenants limiting the freedom of the Company to engage in any line of business or compete with any Person or operate at any location; (i) Contracts involving annual expenditures or liabilities, except for purchase orders, in excess of $10,000 which are not terminable by the annual rental exceeds $50,000; Company without penalty; (viiij) license guarantees in respect of any obligations or liabilities of any Person or mortgages, security agreements or other contract with respect 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 lending or borrowing; (m) joint venture, partnership or similar contracts; (n) material Intellectual PropertyProperty Contracts, including, without limitation, the Intellectual Property rights and franchise agreements to which the Company or data sourcing agreements, or; (o) any of its Subsidiaries is a party; (ix) contracts not entered into in the ordinary course of business that involve expenditures or receipts in excess of $50,000 to which the Company or any Subsidiary is a party; (x) contracts for capital expenditures in excess of $50,000 to which the Company or any of its Subsidiaries is a party; (xi) contracts relating other contract material to the acquisition by the Company. All such Company or any Subsidiary of the capital stock of any other Person or granting the Company or any Subsidiary an option to purchase any assetContracts are valid, tangible or intangible, or real or personal property of any other Person; (xii) representative or sales agency contracts or commitments to which the Company or any of its Subsidiaries is a party; (xiii) contract or group of related contracts with the same party for the purchase by the Company or any of its Subsidiaries of products or services under which the undelivered balance of such products binding and services has a selling price in excess of $50,000; (xiv) contract or group of related contracts with the same party for the sale by the Company or any of its Subsidiaries of products or services under which the undelivered balance of such products or services has a sales price in excess of $50,000; (xv) contract or agreement with any Affiliate; (xvi) contracts restricting a Person from competing with the Company or any of its Subsidiaries; (xvii) contracts which prohibit or restrict in any manner the Company or any Subsidiary from freely engaging in any line of business anywhere in the world; or (xviii) other material contracts. (b) Buyer either has been supplied with, or has been given access to, a true and correct copy of all written contracts which are referred to enforceable on the attached CONTRACTS SCHEDULEparties thereto, together with all amendments, waivers or other changes thereto. (c) All contracts listed on the attached CONTRACTS SCHEDULE and are in full force and effect and constitute legaltrue, valid correct and binding obligations 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 relationship with the Company or to decrease materially or limit its usage of the services or products of the Company, and the acquisition of the Assets by the Buyer will not, to the Knowledge of the Company and/or its Subsidiariesor 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 where the failure of for such contracts breaches or defaults as would not be reasonably likely to be in full force and effect and to constitute legal, valid and binding obligations would not, individually or in the aggregate, have a Material Adverse Effect. Neither Except as set forth on Schedule 3.9, there have been no audits or investigations of the Company nor by any Subsidiary nor, to the Company's knowledgeGovernmental Entity, any other partythird party or any customer or supplier which have been initiated within the last two (2) years, is in default under any contract listed on or are ongoing. To the attached CONTRACTS SCHEDULEKnowledge of the Company, except where such default would not have a Material Adverse Effect, and there are no event has occurred which, but for threatened or pending audits or investigations of the passage of time or the giving of notice, would constitute such a defaultCompany.

Contracts and Commitments. (a) Except as expressly disclosed in another section of this Article III or as set forth on the attached CONTRACTS SCHEDULESchedule 3.9(a) , neither the Company nor any Subsidiary is not a party to any: or bound by any of the following (whether written or oral): (i) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees; (ii) collective bargaining agreement or contract any other Contract with any labor union; (ii) bonus, pension, profit sharing, retirement union or other form of deferred compensation plansimilar organization, other than as described in Section 4.13 or on the attached EMPLOYEE BENEFITS SCHEDULE; any severance agreements, programs, policies or arrangements; (iii) stock purchase, stock option management agreement or similar plan; (iv) contract Contract for the employment or any contract relating to wages, hours or other conditions of employment of any officer, individual employee or other person Person on a full-time, part-time time, consulting or consulting basis; other basis or that provides for the payment of any cash or other compensation or benefits upon the consummation of the transactions contemplated hereby; (iv) Contract involving any Government Entity; (v) agreement or indenture Contract relating to the borrowing of borrowed money or a line of credit other Indebtedness, or to the mortgaging, pledging or otherwise placing a lien Lien on any material portion asset or material group of assets of the Company's , or any Subsidiary's assets; letter of credit arrangements, or any guarantee therefore; (vi) guaranty Contracts that require the payment of any obligation for borrowed money fee or other material guaranty; penalty in the event of any failure to perform or late performance of such contract by the Company; (vii) lease or agreement Contract under which it the Company is a (A) lessee or lessor of, of or holds or operatesoperates any personal property owned by any other party, except for any lease of personal property under which the aggregate annual rental payments do not exceed $5,000 or (B) lessor of or permits any third party to hold or operateoperate any property, any personal real or real property for which personal, owned or controlled by the annual rental exceeds $50,000; Company; (viii) Contract (or a group of related Contracts) with the same party continuing over a period of more than six months from the date or dates thereof, involving more than $10,000 annually in services provided by the Company or $10,000 annually payable by the Company; (ix) Contract granting any Person any option, right of first refusal or preferential or similar right to purchase any of the assets of the Company; (x) Contract relating to the ownership of, Investments in or loans and advances to any 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 contract with respect 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 Intellectual Propertythe 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, the Intellectual Property rights any material nondisclosure or confidentiality agreements; or (xviii) other Contract, other than a Lease or a Contract previously disclosed in this subsection (a), that is material to its operations and franchise agreements to which the Company business prospects or any of its Subsidiaries is involves a party; (ix) contracts not entered into in the ordinary course of business that involve expenditures or receipts consideration in excess of $50,000 to which the Company 10,000 annually, whether or any Subsidiary is a party; (x) contracts for capital expenditures in excess of $50,000 to which the Company or any of its Subsidiaries is a party; (xi) contracts relating to the acquisition by the Company or any Subsidiary of the capital stock of any other Person or granting the Company or any Subsidiary an option to purchase any asset, tangible or intangible, or real or personal property of any other Person; (xii) representative or sales agency contracts or commitments to which the Company or any of its Subsidiaries is a party; (xiii) contract or group of related contracts with the same party for the purchase by the Company or any of its Subsidiaries of products or services under which the undelivered balance of such products and services has a selling price in excess of $50,000; (xiv) contract or group of related contracts with the same party for the sale by the Company or any of its Subsidiaries of products or services under which the undelivered balance of such products or services has a sales price in excess of $50,000; (xv) contract or agreement with any Affiliate; (xvi) contracts restricting a Person from competing with the Company or any of its Subsidiaries; (xvii) contracts which prohibit or restrict in any manner the Company or any Subsidiary from freely engaging in any line of business anywhere not in the world; or (xviii) other material contractsOrdinary Course of Business. (b) Buyer either has been supplied withAll of the Contracts set forth or required to be set forth on Schedule 3.9(a) (collectively, or has been given access tothe “Material Contracts”) are valid, a true 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 copy copies of each Material Contract (including all written contracts material modifications, amendments, schedules, exhibits and supplements thereto and waivers thereunder which are referred in effect as of the date hereof) have been made available to on Buyer. Each of the attached CONTRACTS SCHEDULE, together with all amendments, waivers or other changes thereto. (c) All contracts listed on the attached CONTRACTS SCHEDULE are Material Contracts is in full force and effect and constitute legalwithout penalty in accordance with their respective terms. Except as set forth on Schedule 3.9(b) , valid and binding obligations of neither the Company and/or its Subsidiaries, except where the failure of such contracts to be in full force and effect and to constitute legal, valid and binding obligations would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any Subsidiary nor, to the Knowledge of the Company's knowledge, any other party, 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 contract listed on Material Contract or result in a termination thereof or would cause or permit the attached CONTRACTS SCHEDULE, except where such default would not have a Material Adverse Effect, and no event has occurred which, but for the passage acceleration or other changes of time any right or obligation or the giving loss of notice, would constitute such a defaultany benefit thereunder.

Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth on the Schedule 2.13 attached CONTRACTS SCHEDULEhereto, neither the Company nor any Subsidiary of its Subsidiaries is a party to or bound by (whether written or oral) any: : (i) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees; (ii) collective bargaining agreement or any other contract with any labor union; (ii) bonus, pensionor severance agreements, profit sharingprograms, retirement policies or other form of deferred compensation plan, other than as described in Section 4.13 or on the attached EMPLOYEE BENEFITS SCHEDULE; arrangements; (iii) stock purchase, stock option management agreement or similar plan; (iv) contract for the employment or any contract relating to wages, hours or other conditions of employment of any officer, individual employee or other person Person on a full-time, part-time, consulting or other basis (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 consulting basis; for no reason without penalty or Liability; (iv) contract or agreement involving any Government Entity; (v) agreement or indenture relating to the borrowing of borrowed money or a line of credit or to other Indebtedness, the mortgaging, pledging or otherwise placing a lien Lien on any material portion asset (tangible or intangible) or material group of assets (tangible or intangible) of the Company's Company or its Subsidiaries, any letter of credit arrangements, or any Subsidiary's assets; guarantee therefor; (vi) guaranty of any obligation for borrowed money or other material guaranty; (vii) lease or agreement under which it the Company or any of its Subsidiaries is a (x) lessee or lessor of, of or holds or operatesoperates any personal property, owned by any other party, except for any lease of personal property under which the aggregate annual rental payments do not exceed $50,000 or (y) lessor of or permits any third party to hold or operateoperate any property owned or controlled by the Company or its Subsidiaries; (vii) agreements relating to the ownership of, Investments in or loans and advances to, any personal or real property for which the annual rental exceeds $50,000; Person, including Investments in joint ventures and minority equity investments; (viii) license license, royalty, indemnification or other contract agreement with respect to any Intellectual PropertyProperty Rights (other than licenses for commercially available, includingoff-the-shelf software with a replacement cost and/or annual license fee of less than $10,000); (ix) agent, without limitationsales representative, sales or distribution agreement; (x) power of attorney or other similar agreement or grant of agency; (xi) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world, including any nondisclosure or confidentiality agreements that would restrict the ability of the Company or any of its Subsidiaries to conduct its business as presently conducted or presently proposed to be conducted; (xii) agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; or (xiii) agreement (other than such agreements otherwise covered by clauses (i) through (xii) above) which is material to its operations and business or involves a consideration in excess of $100,000 annually. (b) All of the contracts, agreements and instruments set forth or required to be set forth on Schedule 2.13 attached hereto (collectively, the Intellectual Property rights “Material Contracts”) are valid, binding and franchise agreements enforceable in accordance with their respective terms. 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 its Subsidiaries is in default under or in 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 default or breach by the Company or any of its Subsidiaries under any Material Contract; and none of the Company, its Subsidiaries or Sellers 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 its Subsidiaries is a party; (ix) contracts not entered into . Each Material Contract will continue to be in full force and effect on identical terms immediately following the ordinary course of business that involve expenditures or receipts in excess of $50,000 to which the Company or any Subsidiary is a party; (x) contracts for capital expenditures in excess of $50,000 to which the Company or any of its Subsidiaries is a party; (xi) contracts relating to the acquisition by the Company or any Subsidiary of the capital stock of any other Person or granting the Company or any Subsidiary an option to purchase any asset, tangible or intangible, or real or personal property of any other Person; (xii) representative or sales agency contracts or commitments to which the Company or any of its Subsidiaries is a party; (xiii) contract or group of related contracts with the same party for the purchase by the Company or any of its Subsidiaries of products or services under which the undelivered balance of such products and services has a selling price in excess of $50,000; (xiv) contract or group of related contracts with the same party for the sale by the Company or any of its Subsidiaries of products or services under which the undelivered balance of such products or services has a sales price in excess of $50,000; (xv) contract or agreement with any Affiliate; (xvi) contracts restricting a Person from competing with the Company or any of its Subsidiaries; (xvii) contracts which prohibit or restrict in any manner the Company or any Subsidiary from freely engaging in any line of business anywhere in the world; or (xviii) other material contractsClosing. (bc) Buyer either has been supplied withwith a true, or has been given access to, a true complete and correct copy of all each written contracts which are referred to on the attached CONTRACTS SCHEDULEMaterial Contract, together with all amendments, waivers or other changes thereto. thereto (c) All contracts listed all of which amendments, waivers or other changes are described on the Schedule 2.13 attached CONTRACTS SCHEDULE are in full force hereto), and effect true and constitute legal, valid and binding obligations accurate description of the Company and/or its Subsidiaries, except where the failure terms and conditions of such contracts to be in full force and effect and to constitute legal, valid and binding obligations would not, individually or in the aggregate, have a each oral Material Adverse Effect. Neither the Company nor any Subsidiary nor, to the Company's knowledge, any other party, is in default under any contract listed on the attached CONTRACTS SCHEDULE, except where such default would not have a Material Adverse Effect, and no event has occurred which, but for the passage of time or the giving of notice, would constitute such a defaultContract.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on the "Contracts Schedule" attached CONTRACTS SCHEDULEhereto, neither the Company nor any Subsidiary of its Subsidiaries is currently a party to or bound by, whether written or oral, any: : (i) collective bargaining agreement or contract with any labor union; (ii) union or any bonus, pension, profit sharing, retirement or any other form of deferred compensation plan, other than as described in Section 4.13 plan or on the attached EMPLOYEE BENEFITS SCHEDULE; (iii) any stock purchase, stock option option, hospitalization insurance or similar plan; plan or practice, whether formal or informal; (ivii) any contract for the employment or any contract relating to wages, hours or other conditions of employment of any officer, individual employee or other person on a full-time, part-time or consulting basis; basis or any severance agreements providing annual compensation in excess of $50,000, in each case that is not terminable or amendable by the Company at will; (viii) agreement or indenture relating to the borrowing of money or a line of credit or to mortgaging, pledging or otherwise placing a lien Lien on any material portion of its assets; (iv) agreements with respect to the Company's lending or any Subsidiary's assets; investing of funds; (v) license or royalty agreements; (vi) guaranty of any obligation obligation, other than endorsements made for borrowed money or other material guaranty; collection; (vii) lease or agreement under which it is a lessee or lessor of, or holds or operates, of or permits any third party to hold or operateoperate any property, any personal real or real property for which personal, owned or controlled by it (other than leases of equipment in the annual rental exceeds $50,000; Ordinary Course of Business); (viii) license or other contract with respect to Intellectual Property, including, without limitation, the Intellectual Property rights and franchise agreements to which the Company or any of its Subsidiaries is a party; (ix) contracts not entered into in the ordinary course of business that involve expenditures or receipts in excess of $50,000 to which the Company or any Subsidiary is a party; (x) contracts for capital expenditures in excess of $50,000 to which the Company or any of its Subsidiaries is a party; (xi) contracts relating to the acquisition by the Company or any Subsidiary of the capital stock of any other Person or granting the Company or any Subsidiary an option to purchase any asset, tangible or intangible, or real or personal property of any other Person; (xii) representative or sales agency contracts or commitments to which the Company or any of its Subsidiaries is a party; (xiii) contract or group of related contracts with the same party for continuing over a period of more than six months from the purchase date or dates thereof, not terminable by it on 30 days or less notice without penalties or involving more than $50,000; (ix) contract which prohibits it from freely engaging in business anywhere in the world; or (x) other agreement 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 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 of 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 of products or services under which the undelivered balance of such products and services has a selling price in excess of $50,000; (xiv) that it desires to renegotiate its contract or group of related contracts current arrangement with the same party for the sale by 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 products or services under which not fully performing any obligation pursuant to any contract required to be set forth on the undelivered balance Contracts Schedule, and (v) each agreement required to be set forth on the Contracts Schedule is a valid and binding obligation of such products or services has a sales price in excess of $50,000; (xv) contract or agreement with any Affiliate; (xvi) contracts restricting a Person from competing with the Company or any and, to the Knowledge of its Subsidiaries; (xvii) contracts which prohibit or restrict in any manner the Company or any Subsidiary from freely engaging in any line of business anywhere in Sellers, the world; or (xviii) other material contractsparties thereto. (bc) Buyer either has been supplied with, or has been given access to, The Sellers have provided the Purchaser with a true and correct copy of all written contracts which are referred required to be disclosed on the attached CONTRACTS SCHEDULEContracts Schedule, in each case together with all amendments, waivers or other changes thereto. thereto (c) All contracts listed all of which are disclosed on the attached CONTRACTS SCHEDULE are in full force Contracts Schedule). The Contracts Schedule contains an accurate and effect and constitute legal, valid and binding obligations complete description of the Company and/or its Subsidiaries, except where the failure all material terms of such all oral contracts required to be in full force and effect and to constitute legal, valid and binding obligations would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any Subsidiary nor, to the Company's knowledge, any other party, is in default under any contract listed on the attached CONTRACTS SCHEDULE, except where such default would not have a Material Adverse Effect, and no event has occurred which, but for the passage of time or the giving of notice, would constitute such a defaultset forth thereon.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on the attached CONTRACTS SCHEDULESchedule 5.12, neither the Company nor any Subsidiary is not a party to or bound by, whether written or oral, any: (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or any other form of deferred compensation plan, other than as described in Section 4.13 plan or on the attached EMPLOYEE BENEFITS SCHEDULE; (iii) any stock purchase, stock option option, hospitalization insurance or similar planplan or practice, whether formal or informal; (ivii) contract Contract for the employment or any contract relating to wages, hours or other conditions of employment of any officer, individual employee or other person on a full-time, part-time or consulting basis, any severance agreement or any agreement requiring any payment upon a change of control of the Company; (viii) agreement Contract or indenture relating to the borrowing of money or a line of credit or to mortgaging, pledging or otherwise placing a lien on any material portion of its assets; (iv) agreements with respect to the Company's lending or any Subsidiary's assetsinvesting of funds; (v) license or royalty agreements; (vi) guaranty of any obligation obligation, other than endorsements made for borrowed money or other material guarantycollection; (vii) lease or agreement under which it is a lessee or lessor of, or holds or operates, any personal property owned by any other party calling for payments in excess of $2,000 annually; (viii) lease or agreement under which it is lessor of or permits any third party to hold or operateoperate any property, any personal real or real property for which the annual rental exceeds $50,000personal, owned or controlled by it; (viiiix) license Contract or group of related Contracts (not including utility service agreements) with the same party for the purchase or sale of supplies, products or other contract 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 related Contracts with respect to Intellectual Propertythe same party continuing over a period of more than six months from the date or dates thereof, includingnot terminable by it on 30 days or less notice without penalties or involving more than $5,000; (xi) Contract with any officer, without limitationdirector, the Intellectual Property rights and franchise agreements to which shareholder or other insider of the Company or any of its Subsidiaries is a partyaffiliates, 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”); (ixxii) contracts 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 products sold; (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 that involve expenditures or receipts in excess of $50,000 to which the Company or any Subsidiary is a party; (x) contracts for capital expenditures in excess of $50,000 to which the Company or any of its Subsidiaries is a party; (xi) contracts relating to the acquisition by the Company or any Subsidiary of the capital stock of any other Person or granting the Company or any Subsidiary an option to purchase any asset, tangible or intangible, or real or personal property of any other Person; (xii) representative or sales agency contracts or commitments to which the Company or any of its Subsidiaries is a party; (xiii) contract or group of related contracts with the same party for the purchase by the Company or any of its Subsidiaries of products or services under which the undelivered balance of such products and services has a selling price in excess of $50,000; (xiv) contract or group of related contracts with the same party for the sale by the Company or any of its Subsidiaries of products or services under which the undelivered balance of such products or services has a sales price in excess of $50,000; (xv) contract or agreement with any Affiliate; (xvi) contracts restricting a Person from competing with the Company or any of its Subsidiaries; (xvii) contracts which prohibit or restrict in any manner the Company or any Subsidiary from freely engaging in any line of business anywhere in the world; or (xviii) other material contractsbusiness. (b) Except as set forth on Schedule 5.12, the Company has delivered to the Buyer either has been supplied with, or has been given access to, a true and correct complete copy of all each written contracts which are 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 on in Schedule 5.12. With respect to each such Contract: (i) the attached CONTRACTS SCHEDULEContract is legal, together with all amendmentsvalid, waivers or other changes thereto. (c) All contracts listed on the attached CONTRACTS SCHEDULE are binding, enforceable, and in full force and effect and constitute legal, valid and binding obligations of the Company and/or its Subsidiaries, except where the failure of such contracts to be in full force and effect and to constitute legal, valid and binding obligations would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any Subsidiary nor, to the Company's knowledge, any other party, all material respects; (ii) no party is in default under any contract listed on the attached CONTRACTS SCHEDULE, except where such default would not have a Material Adverse Effectmaterial breach or default, and no event has occurred which, but for the passage that with notice or lapse of time or the giving of notice, would constitute such a material breach or default, or permit the termination, modification, or acceleration, under the Contract; and (iii) no party has repudiated any material provision of the Contract.

Contracts and Commitments. (a) Except as set forth on the attached CONTRACTS SCHEDULESchedule 3.12(a), neither the Company nor any Subsidiary is not a party to any: or bound by any written or oral: (i) collective bargaining agreement or contract with any labor union; (ii) bonuspension, pensionmultiemployer plan, profit sharing, retirement Interests option, employee equity purchase or other form of plan or arrangement providing for deferred or other compensation plan, to employees or any other than as described in Section 4.13 employee benefit plan or on the attached EMPLOYEE BENEFITS SCHEDULE; arrangement; (iiiii) stock purchase, stock option management agreement or similar plan; (iv) contract Contract for the employment or any contract relating to wages, hours or other conditions of employment of any officer, individual employee or other person Person on a full-time, part-time time, consulting or consulting other basis: (A) providing annual cash or other compensation; (vB) 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; (iii) Contract with any Government Entity, except for any contracts on the Company’s standard form of customer agreement or indenture oral 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; (iv) Contract relating to the borrowing of borrowed money or a line of credit other Indebtedness or to the mortgaging, pledging or otherwise placing a lien Lien on any material portion Asset or group of the Company's material Assets of Company or any Subsidiary's assetsletter of credit arrangements, or any guaranty therefor; (v) Contract under which Company is a: (A) lessee of or holds or operates any personal property owned by any other Person, except for any lease of personal property under which the aggregate annual rental payments do not exceed Ten Thousand Dollars ($10,000); or (B) lessor of or permits any Person to hold, operate or occupy any property, real or personal, owned or controlled by Company; (vi) guaranty Contract or group of any obligation for borrowed money related Contracts with the same party or other material guaranty; group of Affiliated 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); (vii) lease or agreement under which it is a lessee or lessor Contract relating to the ownership of, Investments in or holds or operatesloans and advances to any Person, or permits any third party to hold or operate, any personal or real property for which the annual rental exceeds $50,000; including Investments in joint ventures and minority equity investments; (viii) license license, royalty or other contract Contracts with respect to Intellectual Property, including, without limitation, the any Intellectual Property rights and franchise agreements to which the Company or any of its Subsidiaries is a party; Rights; (ix) contracts not 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 Ordinary Course of business that involve expenditures or receipts in excess of $50,000 to which the Company or any Subsidiary is a party; (x) contracts for capital expenditures in excess of $50,000 to which the Company or any of its Subsidiaries is a party; Business); (xi) contracts Contract relating to the acquisition by marketing or advertising of Company’s products or services outside the Company or any Subsidiary Ordinary Course of the capital stock of any other Person or granting the Company or any Subsidiary an option to purchase any asset, tangible or intangible, or real or personal property of any other Person; Business; (xii) representative power of attorney or sales agency contracts other similar Contracts or commitments to which the Company or any grant of its Subsidiaries is a party; agency; (xiii) contract Contract prohibiting the Company, now or group of related contracts with in the same party for the purchase by the Company or any of its Subsidiaries of products or services under which the undelivered balance of such products and services has a selling price in excess of $50,000; (xiv) contract or group of related contracts with the same party for the sale by the Company or any of its Subsidiaries of products or services under which the undelivered balance of such products or services has a sales price in excess of $50,000; (xv) contract or agreement with any Affiliate; (xvi) contracts restricting a Person from competing with the Company or any of its Subsidiaries; (xvii) contracts which prohibit or restrict in any manner the Company or any Subsidiary future, from freely engaging in any line of 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 (xviii) other Contract that is otherwise material contractsto the Assets, operations or financial condition of Company taken as a whole. (b) Buyer either 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 supplied withmade available to the Purchaser a true, or has been given access to, a true correct and correct complete: (i) copy of all written contracts which are referred to on the attached CONTRACTS SCHEDULEeach Material Contract, together with all amendments, waivers or other changes thereto; and (ii) description of the material terms of all oral Material Contracts. (cd) All contracts 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 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 the attached CONTRACTS SCHEDULE are in full force and effect and constitute legalthat any such customer has or may stop, valid and binding obligations 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 purchases materials, products or services from Company and/or its Subsidiaries, except where are the failure result of such contracts to be in full force and effect and to constitute legal, valid and binding obligations would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any Subsidiary nor, to the Company's knowledge, any other party, is in default under any contract listed on the attached CONTRACTS SCHEDULE, except where such default would not have a Material Adverse Effect, and no event has occurred which, but for the passage of time or the giving of notice, would constitute such a defaultarms length transactions.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on the attached CONTRACTS SCHEDULE, neither in Schedule 3.10 the Company nor any Subsidiary is not a party to or bound by, whether written or oral, any: : (i) collective bargaining agreement or contract Contract with any labor union; (ii) union or any bonus, commissions, pension, profit sharing, retirement or any other form of deferred compensation planor incentive plan or, other than as described in Section 4.13 or on the attached EMPLOYEE BENEFITS SCHEDULE; (iii) Company Option Plan, any stock purchase, stock option option, hospitalization insurance or similar plan; plan or practice, whether formal or informal; (ivii) contract Contract for the employment or any contract relating to wages, hours or other conditions of employment of any officer, individual employee or other person Person on a full-time, partconsulting or independent contractor basis or any severance agreements or change-time or consulting basis; of-control agreements; (viii) agreement or indenture Contract relating to the borrowing of money or a line of credit Indebtedness or to mortgaging, pledging or otherwise placing a lien Lien on any material portion of its assets, other than a Permitted Lien; (iv) Contracts with respect to the Company's lending or any Subsidiary's assets; investing of funds; (v) license or royalty Contracts, or management, consulting, or advisory contracts; (vi) guaranty of any obligation obligation, other than endorsements made for borrowed money or other material guaranty; collection; (vii) lease or agreement Contract under which it is a lessee or lessor of, or holds or operates, any personal property owned by any other party calling for payments by the Company or under which the Company is lessor of or permits any third party to hold or operateoperate any property, any personal real or real property for which the annual rental exceeds $50,000; personal, owned or controlled by it; (viii) license or other contract with respect to Intellectual Property, including, without limitation, the Intellectual Property rights and franchise agreements to which the Company or any of its Subsidiaries is a party; (ix) contracts not entered into in the ordinary course of business that involve expenditures or receipts in excess of $50,000 to which the Company or any Subsidiary is a party; (x) contracts for capital expenditures in excess of $50,000 to which the Company or any of its Subsidiaries is a party; (xi) contracts relating to the acquisition by the Company or any Subsidiary of the capital stock of any other Person or granting the Company or any Subsidiary an option to purchase any asset, tangible or intangible, or real or personal property of any other Person; (xii) representative or sales agency contracts or commitments to which the Company or any of its Subsidiaries is a party; (xiii) contract Contract or group of related contracts Contracts with the same party for the purchase by the Company or any sale of its Subsidiaries of supplies, products or other personal property or for the furnishing or receipt of services under which the undelivered balance either calls for performance over a period of such products and services has a selling price in excess of $50,000; more than one year; (xivix) contract Contract or group of related contracts Contracts with the same party for continuing over a period of more than six months from the sale date or dates thereof, not terminable by it on 30 days or less notice without penalties; (x) Contracts relating to the Company ownership of or any of its Subsidiaries of products or services under which the undelivered balance of such products or services has a sales price in excess of $50,000; (xv) contract or agreement with any Affiliate; (xvi) contracts restricting a Person from competing with the Company or any of its Subsidiaries; (xvii) contracts which prohibit or restrict investments in any manner the Company business or any Subsidiary enterprise (including, but not limited to, investments in joint ventures and minority equity investments); (xi) Contract which prohibits it from freely engaging in any line of business 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 or (xviiixvii) other Contract material contractsto it, whether or not entered into in the Ordinary Course of Business. (b) Buyer either 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 supplied withbreached 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 been given access tooccurred 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 contracts which are referred to on the attached CONTRACTS SCHEDULEMaterial Contracts, in each case together with all amendments, waivers or other changes theretothereto (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. (cd) All contracts listed During the two-year period ending on the attached CONTRACTS SCHEDULE are in full force and effect and constitute legaldate of this Agreement, valid and binding obligations of the Company and/or has not used any name or names under which they have invoiced account debtors, maintained records regarding its Subsidiaries, except where assets or otherwise conducted business other than the failure of such contracts to be in full force and effect and to constitute legal, valid and binding obligations would not, individually exact names set forth on Schedule 3.10 or in the aggregate, have a Material Adverse Effect. Neither the Company nor any Subsidiary nor, to the Company's knowledge, any other party, is in default under any contract listed on the attached CONTRACTS SCHEDULE, except where such default would not have a Material Adverse Effect, and no event has occurred which, but for the passage of time or the giving of notice, would constitute such a defaultSchedule 3.11(b).

Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth 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 any Subsidiary is not a party to any: any written or oral: (i) pension, profit sharing, stock option (other than the Company Options granted under the Company Stock Plan on standard forms delivered to Buyer), employee stock purchase or other plan or arrangement providing for deferred or other 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; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.13 or on the attached EMPLOYEE BENEFITS SCHEDULE; (iii) stock purchase, stock option or similar plan; (iv) contract for the employment or any contract relating to wages, hours or other conditions of employment engagement of any officer, individual employee or other person Person on a full-time, part-time time, consulting, contractor or consulting basis; other basis 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 (v30) days’ notice; (iii) contract under which the Company has advanced or loaned any other Person amounts; (iv) agreement or indenture relating to the borrowing of borrowed money or a line of credit other Indebtedness or to the mortgaging, pledging or otherwise placing a lien Lien, other than a Permitted Lien, on any material portion asset or group of assets of the Company's or any Subsidiary's assets; ; (v) Guaranty; (vi) guaranty lease or agreement under which the Company is lessee of or holds or operates any obligation property, real or personal, owned by any other party, except for borrowed money any lease of real or other material guaranty; personal property under which the aggregate annual rental payments do not exceed $150,000; (vii) lease or agreement under which it the Company is a lessee or lessor of, or holds or operates, of or permits any third party to hold or operateoperate any property, any personal real or real property for which personal, owned or controlled by the annual rental exceeds $50,000; Company; (viii) license or other contract with respect to Intellectual Property, including, without limitation, the Intellectual Property rights and franchise agreements to which the Company or any of its Subsidiaries is a party; (ix) contracts not entered into in the ordinary course of business that involve expenditures or receipts in excess of $50,000 to which the Company or any Subsidiary is a party; (x) contracts for capital expenditures in excess of $50,000 to which the Company or any of its Subsidiaries is a party; (xi) contracts relating to the acquisition by the Company or any Subsidiary of the capital stock of any other Person or granting the Company or any Subsidiary an option to purchase any asset, tangible or intangible, or real or personal property of any other Person; (xii) representative or sales agency contracts or commitments to which the Company or any of its Subsidiaries is a party; (xiii) contract or group of related contracts with the same party for or group of affiliated parties the purchase by performance of which involves consideration in the Company or any of its Subsidiaries of products or services under which the undelivered balance of such products and services has a selling price aggregate in excess of $50,000; 150,000, other than purchase and sales orders incurred in the ordinary course of business; (xivix) contract assignment, license, indemnification or agreement with respect to any intangible property (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 contracts with software licenses of no more than $150,000, except pursuant to the same Company’s standard form of customer agreement in the form delivered to Buyer; (x) 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 sale 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 demand or piggyback registration rights); (xiv) sales, distribution, manufacturing, supply or franchise agreement; (xv) agreement with a term of more than six (6) months which is not terminable by the Company or any of its Subsidiaries of products or services under which the undelivered balance of such products or services has upon less than thirty (30) days’ notice without penalty and involves a sales price consideration in excess of $50,000; 150,000 annually; (xvxvi) 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 any Affiliate; respect to Environmental and Safety Requirements, except pursuant to the Company’s standard form of customer agreement in the form delivered to Buyer; (xvixviii) contracts restricting a Person from competing with the Company contract or any of its Subsidiaries; (xvii) contracts which prohibit or restrict in any manner the Company or any Subsidiary agreement prohibiting it from freely engaging in any line of business or competing anywhere in the world; or (xix) any other agreement which is material to its operations and business prospects or (xviii) 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 material contractsmodifications to such agreements. (b) Buyer either 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, or has been given access to, with a true and correct copy of all written contracts each of the Material Contracts which are referred to on Schedule 5.11 of the attached CONTRACTS SCHEDULEDisclosure Schedule, together with all amendments, waivers or other changes thereto. (c) All contracts listed on the attached CONTRACTS SCHEDULE are in full force and effect and constitute legal, valid and binding obligations of the Company and/or its Subsidiaries, except where the failure of such contracts to be in full force and effect and to constitute legal, valid and binding obligations would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any Subsidiary nor, to the Company's knowledge, any other party, is in default under any contract listed on the attached CONTRACTS SCHEDULE, except where such default would not have a Material Adverse Effect, and no event has occurred which, but for the passage of time or the giving of notice, would constitute such a default.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on Schedule 6.13, to the attached CONTRACTS SCHEDULEKnowledge of Sellers, neither the Company nor any Subsidiary is a party to any: or bound by any written: (i) collective Collective bargaining agreement, works council agreement or contract Contract with any labor union; (ii) union or any bonus, commissions, pension, profit sharing, retirement or any other form of deferred compensation plan, other than as described in Section 4.13 plan or on the attached EMPLOYEE BENEFITS SCHEDULE; (iii) any stock purchase, stock option option, hospitalization insurance or similar plan; plan or practice, whether formal or informal; (ivii) contract Contract for the employment or any contract relating to wages, hours or other conditions of employment of any officer, individual employee or other person on a full-time, part-time or consulting basis; basis or any notice, severance or change-of-control agreements; (viii) agreement Contract or indenture relating to the borrowing of money or a line of credit or to mortgaging, pledging or otherwise placing a lien Lien on any material portion of their assets; (iv) Contracts with respect to the Company's lending or investing of 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 Companies or any Subsidiary's assets; , or Contracts affecting the Company’s or any Subsidiary’s ability to use or disclose any Proprietary Rights; (vi) guaranty guaranty, surety or letter of comfort with regard to any obligation obligation, other than endorsements made for borrowed money or other material guaranty; collection; (vii) lease or agreement Contract under which it any of the Company or its Subsidiaries is a lessee or lessor of, or holds or operates, any personal property owned by any other party calling for payments in excess of EUR 50,000 annually or under which it is lessor of or permits any third party to hold or operateoperate any property, any personal real or real property for which the annual rental exceeds $50,000; personal, owned or controlled by it; (viii) license or other contract with respect to Intellectual Property, including, without limitation, the Intellectual Property rights and franchise agreements to which the Company or any of its Subsidiaries is a party; (ix) contracts not entered into in the ordinary course of business that involve expenditures or receipts in excess of $50,000 to which the Company or any Subsidiary is a party; (x) contracts for capital expenditures in excess of $50,000 to which the Company or any of its Subsidiaries is a party; (xi) contracts relating to the acquisition by the Company or any Subsidiary of the capital stock of any other Person or granting the Company or any Subsidiary an option to purchase any asset, tangible or intangible, or real or personal property of any other Person; (xii) representative or sales agency contracts or commitments to which the Company or any of its Subsidiaries is a party; (xiii) 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 related 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 any its Subsidiaries, as the case may be, on 90 days or less notice without penalties or involving more than EUR 50,000; (x) Contract relating to the distribution, marketing or sales of its Subsidiaries of products or services under (on a regular basis, such as agency contracts); (xi) Contracts pursuant to which the undelivered balance Company or its Subsidiaries subcontract work to third parties, involving more than EUR 50,000; (xii) formal power of such attorney; (xiii) warranty Contract with respect to their services rendered or their products sold, leased or licensed which contains terms and services has a selling price conditions that differ in excess any Material respect from the standard warranty terms and conditions of $50,000; the Company and its Subsidiaries; (xiv) contract Contract relating to the acquisition or group sale of related contracts with its business (or any Material portion thereof); or (b) Except as disclosed on Schedule 6.13, to the same party for the sale 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 Company 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 any supplier has indicated in writing to the Sellers that it shall stop or materially decrease the rate of its Subsidiaries of products or services under which the undelivered balance of such products or services has a sales price in excess of $50,000; (xv) contract or agreement with any Affiliate; (xvi) contracts restricting a Person from competing business done with the Company or any of a Subsidiary or that it desires to renegotiate its Subsidiaries; (xvii) contracts which prohibit or restrict in any manner 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 from freely engaging 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 any line case of business anywhere in termination of such agreement, and it is explicitly agreed that these will be for the world; or (xviii) other material contractsaccount of the Buyers. (bc) Buyer either has been supplied withSchedule 6.13 lists the ten largest customers of the Company during the 12-month period ended December 31, or has been given access to, 2003. (d) The Sellers have provided Buyers with a true and correct copy of all written contracts Material Contracts which are referred required to be disclosed on the attached CONTRACTS SCHEDULESchedule 6.13, in each case together with all Material amendments, waivers or other changes theretothereto (all of which are disclosed on Schedule 6.13). (ce) All contracts listed on To the attached CONTRACTS SCHEDULE are in full force and effect and constitute legal, valid and binding obligations Knowledge of the Company and/or its SubsidiariesSellers, except where no Material Contract contains a change of control provision, the failure implementation of such contracts to be in full force and effect and to constitute legal, valid and binding obligations which would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any Subsidiary nor, Effect unless disclosed in Schedules to the Company's knowledge, any other party, is in default under any contract listed on the attached CONTRACTS SCHEDULE, except where such default would not have a Material Adverse Effect, and no event has occurred which, but for the passage of time or the giving of notice, would constitute such a defaultthis Agreement.

Contracts and Commitments. (a) Except as set forth on the attached CONTRACTS SCHEDULESchedule 2.10(a), neither the no Group Company nor is a party to, or bound by, any Subsidiary is party to any: written or oral (without duplication): (i) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees; (ii) collective bargaining agreement or any other contract with any labor union; (ii) bonus, pensionor severance agreements, profit sharingprograms, retirement policies or other form of deferred compensation plan, other than as described in Section 4.13 or on the attached EMPLOYEE BENEFITS SCHEDULE; arrangements; (iii) stock purchase, stock option management agreement or similar plan; (iv) contract for the employment or any contract relating to wages, hours or other conditions of employment of any officer, individual employee or other person Person on a full-time, part-time, consulting or other basis (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 consulting basis; for no reason without penalty or Liability; (iv) contract or agreement involving any Government Entity; (v) agreement or indenture relating to the borrowing of borrowed money or a line of credit other Indebtedness or to the mortgaging, pledging or otherwise placing a lien Lien on any material portion asset (tangible or intangible) or material group of the Company's assets (tangible or intangible) or any Subsidiary's assets; letter of credit arrangements, or any guarantee therefor; (vi) guaranty of any obligation for borrowed money or other material guaranty; (vii) lease or agreement (other than with respect to data centers of any Group Company) under which it is a (A) lessee or lessor of, of or holds or operatesoperates any personal property, owned by any other party, except for any lease of personal property under which the aggregate annual rental payments do not exceed $50,000 or (B) lessor of or permits any third party Third Party to hold or operate, operate any personal property owned or real property for which controlled by it; (vii) agreements relating to the annual rental exceeds $50,000; ownership of, Investments in or loans and advances to any Person, including Investments in joint ventures, partnerships and minority equity investments; (viii) license license, royalty, indemnification or other contract with respect agreement relating to Intellectual Property, including, without limitation, the 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 franchise agreements to which the Company or terms and conditions of any of its Subsidiaries is a party; “open source” licenses; (ix) contracts not entered into in the ordinary course of business that involve expenditures collaboration, joint development, strategic alliance or receipts similar agreement; (x) agent, sales representative, sales or distribution agreement which involves consideration in excess of $50,000 to 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 the Company or any Subsidiary is a party; (x) contracts for capital expenditures involves consideration in excess of $50,000 to which the Company or any of its Subsidiaries is a party; (xi) contracts relating to the acquisition by the Company or any Subsidiary of the capital stock of any other Person or granting the Company or any Subsidiary an option to purchase any asset, tangible or intangible, or real or personal property of any other Person; (xii) representative or sales agency contracts or commitments to which the Company or any of its Subsidiaries is a party; 100,000 annually; (xiii) contract agreement (or group of related contracts with the same party agreements) for the purchase by or sale of supplies, products, or other personal property, or for the Company furnishing or any receipt of its Subsidiaries services, the performance of products or services under which the undelivered balance of such products and services has a selling price will involve consideration in excess of $50,000; ; (xiv) contract agreement involving any Company Affiliate except for intra-company transactions among the Group Companies; or (xv) agreement (or group of related contracts with the same party for the sale by the Company or any of its Subsidiaries of products or services under agreements) which the undelivered balance of such products or services has a sales price involves consideration in excess of $50,000; (xv) contract or agreement with any Affiliate; (xvi) contracts restricting a Person from competing with the Company or 100,000 annually and is not otherwise required to be disclosed pursuant to any of its Subsidiaries; (xvii) contracts which prohibit or restrict in any manner the Company or any Subsidiary from freely engaging in any line of business anywhere in the world; or (xviii) other material contractsforegoing. (b) Buyer either 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 party to any Material Contract. Parent has been supplied withprovided access to (i) a true, or has been given access to, a true complete and correct copy of all each written contracts which are referred to on the attached CONTRACTS SCHEDULEMaterial Contract, together with all amendments, waivers or other changes thereto. thereto and (cii) All contracts listed on the attached CONTRACTS SCHEDULE are in full force a true, complete and effect and constitute legal, valid and binding obligations correct description of the Company and/or its Subsidiaries, except where the failure terms and conditions of such contracts to be in full force and effect and to constitute legal, valid and binding obligations would not, individually or in the aggregate, have a each oral Material Adverse Effect. Neither the Company nor any Subsidiary nor, to the Company's knowledge, any other party, is in default under any contract listed on the attached CONTRACTS SCHEDULE, except where such default would not have a Material Adverse Effect, and no event has occurred which, but for the passage of time or the giving of notice, would constitute such a defaultContract.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on the "Contracts Schedule" attached CONTRACTS SCHEDULEhereto, neither the Company Seller nor ------------------ any Subsidiary of its Subsidiaries is a party to or bound by, whether written or oral, any: : (i) collective bargaining agreement or contract with any labor union; (ii) union or any bonus, pension, profit sharing, retirement or any other form of deferred compensation plan, other than as described in Section 4.13 plan or on the attached EMPLOYEE BENEFITS SCHEDULE; (iii) any stock purchase, stock option option, hospitalization insurance or similar plan; plan or practice, whether formal or informal; (ivii) any contract for the employment or any contract relating to wages, hours or other conditions of employment of any officer, individual employee or other person on a full-time, part-time or consulting basis; basis or any severance agreements; (viii) agreement or indenture relating to the borrowing of money or a line of credit or to mortgaging, pledging or otherwise placing a lien Lien on any material portion of its assets; (iv) contract under which the Company's Seller or any Subsidiary's assets; 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 obligation, other than endorsements made for borrowed money collection; (viii) management, consulting, advertising, marketing, promotion, technical services, advisory or other material guaranty; contract or other similar arrangement relating to the design, marketing, promotion, management or operation of the Business; (viiix) outstanding powers of attorney executed on behalf of the Seller; (x) lease or agreement under which it is a lessee or lessor of, or holds or operates, any personal property owned by any other party calling for payments in excess of $10,000 annually; (xi) lease or agreement under which it is lessor of or permits any third party to hold or operateoperate any property, any personal or real property for which the annual rental exceeds $50,000; (viii) license or other contract with respect to Intellectual Property, including, without limitation, the Intellectual Property rights and franchise agreements to which the Company or any of its Subsidiaries is a party; (ix) contracts not entered into in the ordinary course of business that involve expenditures or receipts in excess of $50,000 to which the Company or any Subsidiary is a party; (x) contracts for capital expenditures in excess of $50,000 to which the Company or any of its Subsidiaries is a party; (xi) contracts relating to the acquisition by the Company or any Subsidiary of the capital stock of any other Person or granting the Company or any Subsidiary an option to purchase any asset, tangible or intangible, or real or personal property of any other Person; personal, owned or controlled by it; (xii) representative or sales agency contracts or commitments to which the Company or any of its Subsidiaries is a party; (xiii) contract or group of related contracts with the same party for continuing over a period of more than six months from the purchase date or dates thereof, not terminable by the Company it on 30 days or less notice without penalties or involving more than $10,000; (xiii) any of its Subsidiaries of products confidentiality agreement or services under which the undelivered balance of such products and services has a selling price in excess of $50,000; similar arrangement; (xiv) contract or group of related contracts with the same party for the sale by the Company or any of its Subsidiaries of products or services under which the undelivered balance of such products or services has a sales price in excess of $50,000; (xv) contract or agreement with any Affiliate; (xvi) contracts restricting a Person from competing with the Company or any of its Subsidiaries; (xvii) contracts which prohibit or restrict in any manner the Company or any Subsidiary prohibits it from freely engaging in any line of business anywhere in the world; or or (xviiixv) other agreement material contractsto it whether or not entered into in the Ordinary Course of Business. (b) Buyer either Except as disclosed on the Contracts Schedule, (i) no contract or ------------------ commitment required to be disclosed on the Contracts Schedule has been supplied withbreached ------------------ 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 been given access toindicated in writing ------------------ or orally to the Seller, any of its 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 each 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 referred required to be disclosed on the attached CONTRACTS SCHEDULEContracts --------- Schedule, in each case together with all amendments, waivers or other changes thereto. -------- thereto (c) All contracts listed all of which are disclosed on the attached CONTRACTS SCHEDULE are in full force Contracts Schedule). The Contracts ------------------ --------- Schedule contains an accurate and effect and constitute legal, valid and binding obligations complete description of the Company and/or its Subsidiaries, except where the failure all material terms of such -------- all oral contracts referred to be in full force and effect and to constitute legal, valid and binding obligations would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any Subsidiary nor, to the Company's knowledge, any other party, is in default under any contract listed on the attached CONTRACTS SCHEDULE, except where such default would not have a Material Adverse Effect, and no event has occurred which, but for the passage of time or the giving of notice, would constitute such a defaulttherein.

Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth on the attached CONTRACTS SCHEDULESchedule 2.13, neither the Company nor any Subsidiary of the Company’s Subsidiaries is a party to or bound by (whether written or oral) any: : (i) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees; (ii) collective bargaining agreement or any other contract with any labor union; (ii) bonus, pensionor severance agreements, profit sharingprograms, retirement policies or other form of deferred compensation plan, other than as described in Section 4.13 or on the attached EMPLOYEE BENEFITS SCHEDULE; arrangements; (iii) stock purchase, stock option management agreement or similar plan; (iv) contract for the employment or any contract relating to wages, hours or other conditions of employment of any officer, individual employee or other person Person on a full-time, part-time, consulting or other basis (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 consulting basis; for no reason without penalty or Liability; (iv) contract or agreement involving any Government Entity; (v) agreement or indenture relating to the borrowing of borrowed money or a line of credit other Indebtedness or to the mortgaging, pledging or otherwise placing a lien Lien on any material portion asset or material group of assets of the Company's Company or any Subsidiary's assets; letter of credit arrangements, or any guarantee therefore; (vi) guaranty of any obligation for borrowed money or other material guaranty; (vii) lease or agreement under which it the Company or any of the Company’s Subsidiaries is a (x) lessee or lessor of, of or holds or operatesoperates any personal property, owned by any other party, except for any lease of personal property under which the aggregate annual rental payments do not exceed $25,000 or (y) lessor of or permits any third party to hold or operate, operate any personal property owned or real property for which the annual rental exceeds $50,000; (viii) license or other contract with respect to Intellectual Property, including, without limitation, the Intellectual Property rights and franchise agreements to which controlled by the Company or any of its Subsidiaries is a party; the Company’s Subsidiaries; (ix) contracts not entered into in the ordinary course of business that involve expenditures or receipts in excess of $50,000 to which the Company or any Subsidiary is a party; (x) contracts for capital expenditures in excess of $50,000 to which the Company or any of its Subsidiaries is a party; (xi) contracts relating to the acquisition by the Company or any Subsidiary of the capital stock of any other Person or granting the Company or any Subsidiary an option to purchase any asset, tangible or intangible, or real or personal property of any other Person; (xii) representative or sales agency contracts or commitments to which the Company or any of its Subsidiaries is a party; (xiiivii) contract or group of related contracts with the same party for or group of affiliated parties continuing over a period of more than six months from the purchase date or dates thereof, not terminable by the Company or any of its Subsidiaries the Company’s Subsidiaries, as applicable, upon 30 days’ or less notice without penalty or involving more than $50,000; (viii) agreements 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 (Intellectual Property Rights other than mass-marketed software with a replacement cost and/or annual license fee of products less than $25,000); (x) agent, sales representative, sales or services distribution agreement; (xi) 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 undelivered balance consequences of such products a default or termination could reasonably be expected to have a Material Adverse Effect; or (xv) agreement which is material to its operations and services has business or involves a selling price consideration in excess of $50,000; 50,000 annually, whether or not in the ordinary course of business. (xivb) contract All of the contracts, agreements and instruments set forth or group 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 related contracts 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 same party for passage of time or the sale giving of notice or both would result in a default or breach by the Company or any of its the Company’s Subsidiaries under any Material Contract; and none of products the Company nor Seller has any Knowledge of any existing or services under threatened breach or cancellation by the other parties to any Material Contract to which the undelivered balance of such products or services has a sales price in excess of $50,000; (xv) contract or agreement with any Affiliate; (xvi) contracts restricting a Person from competing with the Company or any of its Subsidiaries; (xvii) contracts which prohibit or restrict the Company’s Subsidiaries is a party. Each Material Contract will continue to be in any manner full force and effect on identical terms following the Company or any Subsidiary from freely engaging in any line of business anywhere in the world; or (xviii) other material contractsClosing. (bc) Buyer either has been supplied withwith a true, or has been given access to, a true complete and correct copy of all each written contracts which are referred to on the attached CONTRACTS SCHEDULEMaterial Contract, together with all amendments, waivers or other changes thereto. thereto (c) All contracts listed all of which amendments, waivers or other changes thereto are described on the attached CONTRACTS SCHEDULE are in full force Schedule 2.13), and effect true and constitute legal, valid and binding obligations accurate description of the Company and/or its Subsidiaries, except where the failure terms and conditions of such contracts to be in full force and effect and to constitute legal, valid and binding obligations would not, individually or in the aggregate, have a each oral Material Adverse Effect. Neither the Company nor any Subsidiary nor, to the Company's knowledge, any other party, is in default under any contract listed on the attached CONTRACTS SCHEDULE, except where such default would not have a Material Adverse Effect, and no event has occurred which, but for the passage of time or the giving of notice, would constitute such a defaultContract.

Contracts and Commitments. (a) Except as set forth on the attached CONTRACTS SCHEDULEin Schedule 3.12(a) or Schedule 3.13, neither the Company nor any Subsidiary is not a party to or bound by, whether written or oral, any: : (i) collective bargaining agreement or contract Contract with any labor union; (ii) union or any bonus, commission, pension, profit sharing, retirement or any other form of deferred compensation plan, other than as described in Section 4.13 or on the attached EMPLOYEE BENEFITS SCHEDULE; (iii) incentive plan or any stock purchase, stock option option, hospitalization, insurance or similar plan; plan or practice, whether formal or informal; (ivii) contract Contract for the employment or any contract relating to wages, hours or other conditions of employment of any officer, individual employee or other person Person on a full-time or part-time, partconsulting or independent contractor basis or any severance agreements or change-time or consulting basis; of-control agreements; (viii) agreement or indenture Contract relating to the borrowing of money or a line of credit Indebtedness or to mortgaging, pledging or otherwise placing a lien Lien on any material portion of its assets; (iv) Contracts with respect to the Company's lending or any Subsidiary's assets; investing of funds; (v) license or royalty Contracts or management, consulting, advisory or sales representation contracts; (vi) guaranty of any obligation obligation, other than endorsements made for borrowed money or other material guaranty; collection; (vii) lease or agreement Contract under which it the Company is a lessee or lessor of, or holds or operates, any property, real or personal, owned by any other party calling for payments in excess of $10,000 annually or under which it is lessor of or permits any third party to hold or operateoperate any property, any personal real or real property for which the annual rental exceeds $50,000; personal, owned or controlled by it; (viii) license or other contract with respect to Intellectual Property, including, without limitation, the Intellectual Property rights and franchise agreements to which the Company or any of its Subsidiaries is a party; (ix) contracts not entered into in the ordinary course of business that involve expenditures or receipts in excess of $50,000 to which the Company or any Subsidiary is a party; (x) contracts for capital expenditures in excess of $50,000 to which the Company or any of its Subsidiaries is a party; (xi) contracts relating to the acquisition by the Company or any Subsidiary of the capital stock of any other Person or granting the Company or any Subsidiary an option to purchase any asset, tangible or intangible, or real or personal property of any other Person; (xii) representative or sales agency contracts or commitments to which the Company or any of its Subsidiaries is a party; (xiii) 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 with any customer of the Business for the sale of any products or services of the Company; (x) Contract or group of related Contracts with the same party not terminable by the Company on 30 days or less notice without penalties; (xi) 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); (xii) Contract limiting the freedom of the Company or that would limit the freedom of Buyer or any of its Subsidiaries of products or services under which Affiliates after the undelivered balance of such products and services has a selling price in excess of $50,000; (xiv) contract or group of related contracts with the same party for the sale by the Company or any of its Subsidiaries of products or services under which the undelivered balance of such products or services has a sales price in excess of $50,000; (xv) contract or agreement with any Affiliate; (xvi) contracts restricting a Person from competing with the Company or any of its Subsidiaries; (xvii) contracts which prohibit or restrict in any manner the Company or any Subsidiary from Closing Date to freely engaging engage in any line of business or with any Person anywhere in the world; (xiii) Contract relating to the manufacturing, distribution, marketing, advertising or sales of the Company’s products and/or services; (xiv) Contracts pursuant to which the Company subcontracts work to third parties; (xv) Contract pursuant to which the Company agreed to provide “most favored nation” pricing or other terms and conditions to any Person with respect to the Company’s sale, distribution, license or support of any products or services; (xvi) Contract with a governmental authority, body or agency; (xvii) Contract relating to the acquisition or sale of the Company’s businesses or assets (or any material portion thereof); or or (xviii) other Contract material contractsto the Company. (b) The Contracts required to be disclosed on Schedule 3.12(a) and Schedule 3.13 attached hereto are referred to herein as the “Company Contracts.” The Company has delivered or made available to Buyer either has been supplied with, or has been given access to, a true and correct copy copies of all written contracts which are referred to on the attached CONTRACTS SCHEDULEeach Company Contract, together with all amendments, waivers or and other changes thereto. thereto (call of which are disclosed on Schedule 3.12(a) All contracts listed on the attached CONTRACTS SCHEDULE are or 3.13). Schedule 3.12(a) contains an accurate and complete description of all material terms of all oral Contracts referred to therein. Except as disclosed in full force and effect and constitute legalSchedule 3.12(b), valid and binding obligations of the (i) no Company and/or its Subsidiaries, except where the failure of such contracts to be in full force and effect and to constitute legal, valid and binding obligations would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any Subsidiary norContract has been canceled or, to the Company's ’s knowledge, any breached by the other party, (ii) since December 31, 2006, no customer, supplier, manufacturer or distributor has indicated in writing or orally to the Company that it shall stop or materially decrease the rate of business done with the Company or that it desires to renegotiate its 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 contract listed on the attached CONTRACTS SCHEDULE, except where such default would not have a Material Adverse EffectCompany Contract, and no event or condition has occurred which, but for or arisen which with the passage of time or the giving of notice, notice or both would constitute result in such a defaultdefault or breach thereunder and (iv) to the Company’s knowledge, 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 invoiced account debtors, maintained records regarding its assets or otherwise conducted business other than the exact names set forth on Schedule 3.12(c).

Contracts and Commitments. (ai) Except as expressly contemplated by this Agreement or as set forth on Schedule 3.2(j)(i), none of the attached CONTRACTS SCHEDULE, neither the Company nor any Subsidiary Companies is a party to any: or bound by, any written or oral: (iA) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other 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; (iiB) bonuscontract with any Affiliate, pension, profit sharing, retirement officer or other form director of deferred compensation plan, any Company or any Affiliate of any such officer or director; (C) contract (other than as described in Section 4.13 a contract relating solely to confidentiality, work-for-hire or on the attached EMPLOYEE BENEFITS SCHEDULE; (iiilike) stock purchase, stock option or similar plan; (iv) contract for the employment or any contract relating to wages, hours or other conditions of employment of any officer, individual employee or other person Person on a full-time, part-time time, consulting or consulting basis; other basis 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; (vD) contract to loan money or extend credit to any Person, other than trade credit extended in the Ordinary Course of Business; (E) agreement or indenture relating to the borrowing of borrowed money or a line of credit or to the mortgaging, pledging or otherwise placing a lien Lien on any material portion asset or group of the assets of any Company's or any Subsidiary's assets; ; (viF) guaranty of any obligation obligation; (G) lease or agreement, including capitalized leases, under which any Company is the lessee of or holds or operates any real or personal property owned by any other party, except for borrowed money any lease or other material guaranty; agreement for personal property under which the aggregate annual payments do not exceed $100,000; (viiH) lease or agreement under which it any Company is a lessee or the lessor of, or holds or operates, of or permits any third party to hold or operateoperate any property, any personal or real property for which the annual rental exceeds $50,000; (viii) license or other contract with respect to Intellectual Property, including, without limitation, the Intellectual Property rights and franchise agreements to which the Company or any of its Subsidiaries is a party; (ix) contracts not entered into in the ordinary course of business that involve expenditures or receipts in excess of $50,000 to which the Company or any Subsidiary is a party; (x) contracts for capital expenditures in excess of $50,000 to which the Company or any of its Subsidiaries is a party; (xi) contracts relating to the acquisition by the Company or any Subsidiary of the capital stock of any other Person or granting the Company or any Subsidiary an option to purchase any asset, tangible or intangible, or real or personal property of any other Person; personal, owned or controlled by such Company; (xii) representative or sales agency contracts or commitments to which the Company or any of its Subsidiaries is a party; (xiiiI) 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 for or group of affiliated parties, the purchase by the Company or any performance of its Subsidiaries of products or services under which the undelivered balance of such products and services has a selling price involves consideration in excess of $50,000; 100,000 annually; (xivJ) contract assignment, license, indemnification, joint ownership or group other agreement with respect to the intangible property (including any Proprietary Rights) of related contracts with the same party for the sale by the any Company or of any third party; (K) distribution, vendor, dealership franchise or service agreement or contract relating to the distribution, marketing or sale of its Subsidiaries of products or services under (excluding purchase orders); (L) agreement with a remaining term of more than six months, which the undelivered balance of such products is not terminable by either any Company upon less than 60 days’ notice without penalty or services has a sales price which involves more than $100,000 annually (except as contemplated by other items in excess of $50,000; this Section 3.2(j)(i)); (xvM) contract or agreement with any Affiliate; (xvi) contracts restricting a Person from competing with the Company or any of its Subsidiaries; (xvii) contracts which prohibit or restrict in any manner the Company or any Subsidiary prohibiting it from freely engaging in any line of business or competing anywhere in the world; ; (N) warranty agreement with respect to products sold or services rendered (xviiiexcluding 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 material contractsthan in the Ordinary Course of Business; or (S) agreements relating to the subcontracting to another Person of any Company’s obligations under any agreement listed on Schedule 3.2(j)(i). (bii) Buyer either 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 been supplied withperformed 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 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 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 in 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 given access toany 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 referred required to be disclosed on the attached CONTRACTS SCHEDULESchedule 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. (c) All contracts listed on the attached CONTRACTS SCHEDULE are in full force and effect and constitute legal, valid and binding obligations of the Company and/or its Subsidiaries, except where the failure of such contracts to be in full force and effect and to constitute legal, valid and binding obligations would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any Subsidiary nor, to the Company's knowledge, any other party, is in default under any contract listed on the attached CONTRACTS SCHEDULE, except where such default would not have a Material Adverse Effect, and no event has occurred which, but for the passage of time or the giving of notice, would constitute such a default.

Contracts and Commitments. (a) Except as set forth on in Section 3.16 or in the "Contracts Schedule" attached CONTRACTS SCHEDULEhereto as Schedule 3.10(a) or in the "Customer Contracts Schedule" attached hereto as Schedule 3.10(d), neither the Company nor any Subsidiary Seller is not a party to any: : (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.13 plan or on the attached EMPLOYEE BENEFITS SCHEDULE; (iii) stock purchase, stock option option, hospitalization insurance or similar plan; plan or practice, whether formal or informal, or severance agreements or arrangements or contracts requiring Seller to pay post-retirement medical benefits; (ivii) contract with any labor union or contract for the employment or any contract relating to wages, hours or other conditions of employment of any officer, individual employee or other person on a full-time, part-time or consulting basis; ; (viii) agreement or indenture relating to the borrowing of money or a line of credit or to mortgaging, pledging or otherwise placing a lien on any material portion of the Company's or any Subsidiary's assets; Purchased Assets; (viiv) guaranty guarantee of any obligation for borrowed money or otherwise, other material guaranty; than endorsements made for collection in the ordinary course of business; (v) 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 it is a lessee or lessor of, of or holds or operates, operates any personal property owned by any other party; (viii) lease or agreement related to the Business under which it is lessor of or permits any third party to hold or operateoperate any property, any personal real or real property for which the annual rental exceeds $50,000; (viii) license personal, owned or other contract with respect to Intellectual Property, including, without limitation, the Intellectual Property rights and franchise agreements to which the Company or any of its Subsidiaries is a party; controlled by it; (ix) contract or group of related contracts related to the Business with the same party for the purchase or sale of products or services other than the Customer Contracts (as defined in Section 3.10(d) hereof); (x) 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 on thirty (30) days' or less notice without penalties; (xi) contract which prohibits it from freely engaging in business anywhere in the world; (xii) contract relating to the distribution of its products as it relates to the Business; or (xiii) 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 that involve expenditures 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 receipts in excess of $50,000 other agreement related to the Business to which the Company or any Subsidiary it is a party; (xiv) contracts for capital expenditures no event has occurred which with the passage of time or the giving of notice or both would result in excess of $50,000 a breach or default under any lease, contract, instrument or other agreement related to the Business to which the Company or any of its Subsidiaries Seller is a party; (xi) contracts relating party and which is related to the acquisition by Business; and (v) Seller is not a party to any contract which is adverse to the Company Business's operations, financial condition, operating results or any Subsidiary of the capital stock of any other Person or granting the Company or any Subsidiary an option to purchase any asset, tangible or intangible, or real or personal property of any other Person; (xii) representative or sales agency contracts or commitments to which the Company or any of its Subsidiaries is a party; (xiii) contract or group of related contracts with the same party for the purchase by the Company or any of its Subsidiaries of products or services under which the undelivered balance of such products and services has a selling price in excess of $50,000; (xiv) contract or group of related contracts with the same party for the sale by the Company or any of its Subsidiaries of products or services under which the undelivered balance of such products or services has a sales price in excess of $50,000; (xv) contract or agreement with any Affiliate; (xvi) contracts restricting a Person from competing with the Company or any of its Subsidiaries; (xvii) contracts which prohibit or restrict in any manner the Company or any Subsidiary from freely engaging in any line of business anywhere in the world; or (xviii) other material contractsprospects. (bc) Buyer either has Purchasers have been supplied with, or has been given access to, with a true and correct copy of all written contracts which are referred to on the attached CONTRACTS SCHEDULEContract Schedule and Customer Contracts Schedule, together with all amendments, waivers or other changes thereto. (cd) All contracts listed Except as indicated on the "Customer Contract Schedule" attached CONTRACTS SCHEDULE are 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 and 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 legal, valid and binding obligations an event of the Company and/or its Subsidiaries, except where the failure of such contracts to be in full force and effect and to constitute legal, valid and binding obligations would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any Subsidiary nor, to the Company's knowledge, any other party, is in default under any contract listed on 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 attached CONTRACTS SCHEDULEconsent 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, except where such default would not have a Material Adverse Effectrules and regulations. Except as set forth in the Customer Contract Schedule, and no event neither the Seller nor any Shareholder has occurred whichany knowledge of any (i) pending or threatened termination, but for cancellation, limitation, modification or change in any of Seller's business relationships with any customer or group of customers related to the passage 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 time or any customers related to the giving of notice, would constitute such a defaultBusiness after the date hereof.