Common use of Contracts and Commitments Clause in Contracts

Contracts and Commitments. (a) Except to the extent the following representations relate to Indebtedness which is paid off or terminated at the Closing the Company is not a party to any: (i) agreement relating to any completed business acquisition or divestiture by the Company within the last two years; (ii) collective bargaining agreement or contract with any labor union; (iii) written (or to the Company’s Knowledge, material oral) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 5.13 or the Disclosure Schedules relating thereto; (iv) stock purchase, stock option or similar plan; (v) written contract for the employment of any officer, employee or other person on a full time or consulting basis; (vi) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien on any portion of the Company’s assets other than Permitted Liens; (vii) guaranty of any obligation for borrowed money or other material guaranty; (viii) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $250,000; (ix) contract that grants or confers any easement or mineral rights or other material encumbrances or liabilities upon, or otherwise with respect to, any real property owned or leased by it; (x) lease or agreement under which it is lessor of, or permits any third party to hold or operate any real property; (xi) lease or agreement under which it is lessor of, or permits any third party to hold or operate any personal property, for which the annual rental exceeds $250,000; (xii) contract or group of related contracts with the same party for the purchase of products or services, under which the undelivered balance of such products and services has a selling price in excess of $250,000 (other than propane supply agreements delivered in the Ordinary Course); (xiii) contract or group of related contracts with the same party for the sale of products or services under which the undelivered balance of such products or services has a sales price in excess of $250,000 (other than sale orders received in the ordinary course of business); (xiv) contract which prohibits the Company from freely engaging in business anywhere in the United States; (xv) a partnership, joint venture or other similar contract; (xvi) a collective bargaining or other collective labor contract; (xvii) a written (or to the Company’s Knowledge, material oral) contract with any of its officers, directors, managers, partners, shareholders or members, or any of their respective affiliates; or (xviii) a contract not made in the Ordinary Course. (b) The 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 Disclosure Schedules, together with all amendments, waivers or other changes thereto. Each such contract is in full force and effect, is valid, binding and enforceable in accordance with its terms, and embodies the complete understanding between the parties thereto with respect to the subject matter thereof. (c) Neither the Company nor any other Person is in default in any material respect under any contract listed on the Disclosure Schedules. The Company has not received any written (or to the Company’s Knowledge, material oral) notice that any Person intends to cancel, modify or terminate any contract listed on the Disclosure Schedules, other than in the Ordinary Course. (d) Section 5.09 of the Disclosure Schedule identifies with an asterisk (“*”) each contract set forth therein that requires the consent of or notice to the other party thereto to avoid any breach, default or violation of such contract in connection with the transactions contemplated hereby.

Contracts and Commitments. (i) Except as expressly contemplated by this Agreement or as set forth on the attached Contracts Schedule or the attached Employee Benefits Schedule, no Security Party or any of its Subsidiaries is a party to or bound by any written or oral: (a) Except pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to the extent the following representations relate to Indebtedness which is paid off employees or terminated at the Closing the Company is not a party to any: (i) agreement relating to any completed business acquisition other employee benefit plan or divestiture by the Company within the last two years; (ii) arrangement, or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrangements; (iiib) written (or to the Company’s Knowledge, material oral) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 5.13 or the Disclosure Schedules relating thereto; (iv) stock purchase, stock option or similar plan; (v) written contract for the employment of any officer, individual employee or other person Person on a full time full-time, part-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; (vic) contract under which a Security Party or its Subsidiaries has advanced or loaned any other Person amounts in the aggregate exceeding $25,000; (d) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any portion material asset or material group of the Company’s assets other than Permitted Liens; of a Security Party or its Subsidiaries; (viie) guaranty Guarantee of any obligation for borrowed money or other material guaranty; in excess of $50,000; (viiif) lease or agreement under which it a Security Party or any of its Subsidiaries is lessee ofor lessor of any property, real or holds personal, except for any lease of real or operates any personal property owned by any other party, for under which the aggregate annual rental exceeds payments do not exceed $250,000; 50,000; (ixg) contract that grants assignment, license, indemnification or confers any easement or mineral rights or other material encumbrances or liabilities upon, or otherwise agreement with respect to, to any real intangible property owned (including any Intellectual Property Rights); (h) warranty agreement with respect to its services rendered or leased by it; its products sold or leased; (xi) lease or agreement under which it has granted any Person any registration rights (including demand and piggyback registration rights); (j) sales, distribution or franchise agreement; (k) material agreement with a term of more than six months which is lessor of, not terminable by a Security Party or permits any third party to hold or operate any real propertyof its Subsidiaries upon less than 30 days notice without penalty; or (xi) lease or agreement under which it is lessor of, or permits any third party to hold or operate any personal property, for which the annual rental exceeds $250,000; (xiil) contract or group of related contracts with the same party for the purchase of products or services, under which the undelivered balance of such products and services has a selling price in excess of $250,000 (other than propane supply agreements delivered in the Ordinary Course); (xiii) contract or group of related contracts with the same party for the sale of products or services under which the undelivered balance of such products or services has a sales price in excess of $250,000 (other than sale orders received in the ordinary course of business); (xiv) contract which prohibits the Company agreement prohibiting it from freely engaging in any business or competing anywhere in the United States; (xv) a partnership, joint venture or other similar contract; (xvi) a collective bargaining or other collective labor contract; (xvii) a written (or to the Company’s Knowledge, material oral) contract with any of its officers, directors, managers, partners, shareholders or members, or any of their respective affiliates; or (xviii) a contract not made in the Ordinary Courseworld. (bii) The Buyer either has been supplied withAll of the contracts, or has been given access to, a true agreements and correct copy of all written contracts which are referred to instruments set forth on the Disclosure Schedules, together with all amendments, waivers or other changes thereto. Each such contract is in full force and effect, is Contracts Schedule are valid, binding and enforceable against each Security Party or any of its Subsidiaries party thereto and to the best of its knowledge, against any other party thereto, in each case in accordance with their respective terms. Each Security Party and its termsSubsidiaries have performed all material obligations required to be performed by them and are not in default under or in breach of nor in receipt of any claim of default or breach under any material contract, and embodies agreement or instrument to which such Security Party or any of its Subsidiaries is subject; no event has occurred which with the complete understanding between passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by such Security Party or any of its Subsidiaries under any material contract, agreement or instrument to which such Security Party or any of its Subsidiaries is subject; no Security Party or any of its Subsidiaries has any present expectation or intention of not fully performing all such obligations; no Security Party or any of its Subsidiaries has knowledge of any breach or anticipated breach by the other parties thereto with respect to the subject matter thereof. (c) Neither the Company nor any material contract, agreement, instrument or commitment to which it is a party; no Security Party or any of its Subsidiaries has delivered or received written notice or oral notice to a Responsible Officer of, or has knowledge that any other Person is in default in party intends to deliver any notice of, termination or non-renewal of term under any material respect under contract, agreement or instrument to which such Security Party or any of its Subsidiaries is subject; and no Security Party or any of its respective Subsidiaries is a party to any contract listed on requiring it to purchase or sell goods or services or lease property above or below (as the Disclosure Schedules. The Company has not received case may be) prevailing market prices and rates or any written (other materially adverse contract or to the Company’s Knowledge, material oral) notice that any Person intends to cancel, modify or terminate any contract listed on the Disclosure Schedules, other than commitment in excess of $100,000 in the Ordinary Courseaggregate for all such contracts or commitments. (d) Section 5.09 of the Disclosure Schedule identifies with an asterisk (“*”) each contract set forth therein that requires the consent of or notice to the other party thereto to avoid any breach, default or violation of such contract in connection with the transactions contemplated hereby.

Contracts and Commitments. (a) Except to as set forth on the extent the following representations relate to Indebtedness which attached SANZ Contracts Schedule, neither SANZ nor any of its Subsidiaries is paid off or terminated at the Closing the Company is not a party to any: or bound by any written or oral: (i) agreement relating pension, profit sharing, stock option, employee stock purchase, bonus or other plan or arrangement providing for deferred or other compensation to employees, former employees or consultants, or any completed business acquisition other employee benefit plan or divestiture by the Company within the last two years; (ii) arrangement, or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrangements; (iiiii) written (or to the Company’s Knowledge, material oral) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 5.13 or the Disclosure Schedules relating thereto; (iv) stock purchase, stock option or similar plan; (v) written contract for the employment of any officer, individual employee or other person Person on a full time full-time, part-time, consulting or consulting basis; other basis or relating to loans to officers, directors or Affiliates; (viiii) contract under which SANZ or any of its Subsidiaries has advanced or loaned any Person amounts exceeding $10,000 individually or $25,000 in the aggregate; (iv) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any portion material asset or material group of the Company’s assets other than Permitted Liens; of SANZ or any of its Subsidiaries; (viiv) guaranty of any obligation for borrowed money Guaranty, performance bond or other material guaranty; similar agreement; (viiivi) lease or agreement under which it SANZ or any of its Subsidiaries is lessee of, of or holds or operates any personal property property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $250,000; 20,000 individually or $50,000 in the aggregate; (ixvii) contract that grants or confers any easement or mineral rights or other material encumbrances or liabilities upon, or otherwise with respect to, any real property owned or leased by it; (x) lease or agreement under which it SANZ or any of its Subsidiaries is lessor of, of or permits any third party to hold or operate any real property; (xi) lease or agreement under which it is lessor of, or permits any third party to hold or operate any personal property, for which the annual rental exceeds $250,000; real or personal, owned or controlled by SANZ or any of its Subsidiaries; (xiiviii) contract or group of related contracts with the same party for or group of affiliated parties the purchase performance of products or services, under which involves consideration in the undelivered balance of such products and services has a selling price aggregate in excess of $250,000 (20,000 individually or $50,000 in the aggregate, other than propane supply agreements delivered in the Ordinary Course); purchase and sales orders (xiiiincluding orders for professional services) contract or group of related contracts with the same party for the sale of products or services under which the undelivered balance of such products or services has a sales price in excess of $250,000 (other than sale orders received incurred in the ordinary course of business; (ix) assignment, license, indemnification or other agreement with respect to any intangible property (including any Intellectual Property) other than with respect to software that is generally commercially available and is used without material alteration or enhancement; (x) warranty agreement with respect to its services rendered or its products sold or leased; (xi) agreement under which it has granted any Person any registration rights (including demand or piggyback registration rights); ; (xii) sales, distribution, supply or franchise agreement; (xiii) agreement with a term of more than six months which is not terminable by SANZ or any of its Subsidiaries upon less than thirty (30) days’ notice without penalty and involves a consideration in excess of $20,000 individually or $50,000 in the aggregate annually; (xiv) contract which prohibits the Company regarding voting, transfer or other arrangements related to its capital stock or warrants, options or other rights to acquire any of its capital stock; (xv) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the United Statesworld; (xv) a partnership, joint venture or other similar contract; or (xvi) any other agreement which is material to its operations and business prospects or involves a collective bargaining consideration in excess of $20,000 individually or other collective labor contract; (xvii) a written (or to the Company’s Knowledge, material oral) contract with any of its officers, directors, managers, partners, shareholders or members, or any of their respective affiliates; or (xviii) a contract not made $50,000 in the Ordinary Courseaggregate annually. (b) The Buyer either All of the contracts, SANZ Leases, agreements and instruments set forth or required to be set forth on the attached SANZ Contracts Schedule are valid, binding and enforceable in accordance with their respective terms and, to SANZ’s Knowledge, except for such contracts, SANZ Leases, agreements and instruments that shall have expired in accordance with their terms, shall be in full force and effect without penalty in accordance with their terms upon consummation of the transactions contemplated hereby. Except as set forth on the attached SANZ Contracts Schedule: (i) each of SANZ and its Subsidiaries has performed all obligations required to be performed by it and is not in default under or in breach of nor in receipt of any claim of default or breach under any contract, SANZ Lease, agreement or instrument set forth or required to be set forth on the attached SANZ Contracts Schedule; (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 SANZ or any of its Subsidiaries under any contract, SANZ Lease, agreement or instrument set forth or required to be set forth on the attached SANZ Contracts Schedule; (iii) neither SANZ nor any of its Subsidiaries has any present expectation or intention of not fully performing all such obligations; (iv) no contract, SANZ Lease, agreement or instrument set forth or required to be set forth on the attached SANZ Contracts Schedule is currently subject to or is expected to be subject to cancellation or any other material modification by the other party thereto (by reason of the Merger or otherwise) or is subject to or is expected to be subject to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery; (v) to SANZ’s Knowledge, there is no breach or anticipated breach by the other parties to any contract, SANZ Lease, agreement or instrument set forth or required to be set forth on the attached SANZ Contracts Schedule, and (vi) SANZ and its Subsidiaries have not subleased, licensed, or otherwise granted any Person the right to use or occupy any leased real property or any portion thereof. Neither SANZ nor any of its Subsidiaries is a party to any contract, agreement or commitment the performance of which could reasonably be expected to have a Material Adverse Effect on SANZ or its Subsidiaries. (c) Holding’s and Sun’s counsel has been supplied with, or has been given access to, with a true and correct copy of all each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Disclosure Schedulesattached SANZ Contracts Schedule, together with all amendments, waivers or other changes thereto. Each such contract is in full force and effectTo the extent applicable, is valid, binding and enforceable in accordance with its terms, and embodies the complete understanding between the parties thereto with respect to the subject matter thereof. (c) Neither the Company nor any other Person is in default in any material respect under any contract listed contracts identified on the Disclosure Schedules. The Company has not received any written (or to attached SANZ Contracts Schedule are separately identified by the Company’s Knowledge, material oral) notice that any Person intends to cancel, modify or terminate any contract listed on the Disclosure Schedules, other than in the Ordinary Coursetype of contract. (d) Section 5.09 of the Disclosure Schedule identifies with an asterisk (“*”) each contract set forth therein that requires the consent of or notice to the other party thereto to avoid any breach, default or violation of such contract in connection with the transactions contemplated hereby.

Contracts and Commitments. (a) Except to as expressly contemplated by this Agreement or any Related Documents or as set forth on Item 4.16 of the extent Disclosure Schedule, as of the following representations relate to Indebtedness which date of this Agreement, neither Crown nor any of its Subsidiaries is paid off or terminated at the Closing the Company is not a party to any: any written or oral (all items set forth thereon are referred to as "Material Agreements"): (i) agreement relating pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any completed business acquisition other employee benefit plan or divestiture by the Company within the last two years; (ii) collective bargaining agreement arrangement, or any contract with any labor union; , or any severance agreements; (iiiii) written (or to the Company’s Knowledge, material oral) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 5.13 or the Disclosure Schedules relating thereto; (iv) stock purchase, stock option or similar plan; (v) written contract for the employment of any officer, individual employee or other person Person on a full time full-time, part-time, consulting or consulting basis; other basis providing annual compensation in excess of $100,000 or contract relating to loans to officers, directors, shareholders or Affiliates; (viiii) contract under which it has advanced or loaned any other Person amounts in the aggregate exceeding $100,000; (iv) agreement or indenture relating to the borrowing of money or to the mortgaging, pledging or otherwise placing a Lien an Encumbrance on any portion material asset or material group of the Company’s assets other than Permitted Liens; assets; (viiv) guaranty guarantee of any obligation for borrowed money obligation; (vi) lease, sublease, license or other material guaranty; (viii) lease or agreement under which it is lessee ofor sublessee or licensee of or holds, or holds uses, occupies or operates any personal property property, real or personal, owned by any other party, except for any such agreement relating to real or personal property under which the aggregate annual rental exceeds payments do not exceed $250,000; 100,000; (ixvii) contract that grants or confers any easement or mineral rights lease, sublease, license or other material encumbrances or liabilities upon, or otherwise with respect to, any real property owned or leased by it; (x) lease or agreement under which it is lessor of, or sublessor or licensor of or permits any third party to hold hold, use, occupy or operate any property, real or personal, owned or controlled by it in excess of $100,000; (viii) assignment, license or indemnification with respect to any intangible property; , (xiincluding, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential information); (ix) lease warranty agreement with respect to its services rendered or its products sold or leased; (x) agreement under which it is lessor ofhas granted any Person any registration rights or similar rights (including piggyback rights) or co-sale or similar rights in respect of any of its securities; (xi) sales, distribution or permits any third party to hold or operate any personal property, for which the annual rental exceeds $250,000; (xii) contract or group of related contracts with the same party for the purchase of products or services, under which the undelivered balance of such products and services has a selling price franchise agreements involving amounts in excess of $250,000 100,000; (other xii) agreement with a term of more than propane supply agreements delivered six months which is not terminable by it upon less than 30 days' notice without penalty involving amounts in the Ordinary Course); excess of $100,000; (xiii) contract or group agreement prohibiting it or materially restricting it from freely engaging in any business or competing anywhere in the world; (xiv) contract, agreement or other arrangement, including, without limitation, any stockholders or voting agreement, voting trust or similar arrangement with respect to any of related contracts its Interests with the same party for the sale any officer, director, employee, or holder of products Interests; (xv) joint venture, partnership or services under similar agreement involving a sharing of profits or expenses; (xvi) any other agreement which the undelivered balance of such products is material to its operations and business prospects or services has involves a sales price consideration in excess of $250,000 (other than sale orders received in the ordinary course of business); (xiv) contract which prohibits the Company from freely engaging in business anywhere in the United States; (xv) a partnership, joint venture or other similar contract; (xvi) a collective bargaining or other collective labor contract; (xvii) a written (or to the Company’s Knowledge, material oral) contract with any of its officers, directors, managers, partners, shareholders or members, or any of their respective affiliates; or (xviii) a contract not made in the Ordinary Course100,000 annually. (b) The Buyer either has been supplied with, or has been given access to, a true True and correct copy complete copies of all written contracts which are referred Material Agreements, and accurate and complete summaries of the material terms of all oral Material Agreements, have been made available to the Odyssey Investors or their respective counsel. Except as set forth on Item 4.16 of the Disclosure SchedulesSchedule, together with or where the failure would not have a Material Adverse Effect on Crown, all amendments, waivers or other changes thereto. Each of the Material Agreements set forth on such contract is Item 4.16 are in full force and effect, is effect and are valid, binding and enforceable against Crown and each of its Subsidiaries in accordance with its their respective terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and embodies the complete understanding between the parties thereto with respect other similar laws relating to the subject matter thereof. or affecting creditors' rights generally and (cii) Neither the Company general equitable principles (whether considered in a proceeding in equity or at law). Each of Crown and each of its Subsidiaries has performed all material obligations required to be performed by it under such Material Agreements and neither Crown nor any other Person of its Subsidiaries is in default under or in breach of, nor is any material respect of them in receipt of any claim of default or breach under, nor does any of them have knowledge of any event which, with the passing of time, the giving of notice, or both would constitute a breach or default under any contract listed such Material Agreement to which it is subject which would reasonably be expected to have a Material Adverse Effect on the Disclosure Schedules. The Company Crown; neither Crown nor any of its Subsidiaries has not received any written (knowledge of any breach or to the Company’s Knowledge, material oral) notice that any Person intends to cancel, modify or terminate any contract listed on the Disclosure Schedules, other than in the Ordinary Course. (d) Section 5.09 of the Disclosure Schedule identifies with an asterisk (“*”) each contract set forth therein that requires the consent of or notice to anticipated breach by the other parties to any Material Agreement to which it is a party thereto which would be reasonably expected to avoid any breach, default or violation of such contract in connection with the transactions contemplated herebyhave a Material Adverse Effect on Crown.

Contracts and Commitments. (i) Except as expressly contemplated by this Agreement or as set forth on the attached Contracts Schedule or the attached Employee Benefits Schedule, ------------------ -------------------------- neither the Company nor any Subsidiary is a party to or bound by any written or oral: (a) Except pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to the extent the following representations relate to Indebtedness which is paid off employees or terminated at the Closing the Company is not a party to any: (i) agreement relating to any completed business acquisition other employee benefit plan or divestiture by the Company within the last two years; (ii) arrangement, or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrange ments; (iiib) written (or to the Company’s Knowledge, material oral) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 5.13 or the Disclosure Schedules relating thereto; (iv) stock purchase, stock option or similar plan; (v) written contract for the employment of any officer, individual employee or other person Person on a full time full-time, part-time, consulting or consulting basis; other basis providing annual compensation in excess of $50,000 or contract relating to loans to officers, directors or Affiliates; (vic) contract under which the Company or Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $50,000; (d) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any portion material asset or material group of assets of the Company or its Subsidiaries; (e) guarantee of any obligation in excess of $50,000 (other than by the Company of a Wholly-Owned Subsidiary's debts or a guarantee by a Subsidiary of the Company’s assets other than Permitted Liens; 's debts or another Subsidiary's debts); (vii) guaranty of any obligation for borrowed money or other material guaranty; (viiif) lease or agreement under which it the Company or any Subsidiary is lessee of, of or holds or operates any personal property property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $250,000; 50,000; (ix) contract that grants or confers any easement or mineral rights or other material encumbrances or liabilities upon, or otherwise with respect to, any real property owned or leased by it; (x) lease or agreement under which it is lessor of, or permits any third party to hold or operate any real property; (xi) lease or agreement under which it is lessor of, or permits any third party to hold or operate any personal property, for which the annual rental exceeds $250,000; (xiig) contract or group of related contracts with the same party for or group of affiliated parties the purchase performance of products or services, under which the undelivered balance of such products and services has a selling price involves consideration in excess of $250,000 50,000 (other than propane supply agreements delivered in the Ordinary Course); (xiii) contract or group of related contracts with the same party for the sale of products or services under which the undelivered balance of such products or services has a sales price in excess of $250,000 (other than sale orders received lease arrangements entered into as lessor in the ordinary course of business); ; (xivh) assignment, license, indemnification or other agreement with respect to any intangible property (including, without limitation, any Intellectual Property); (i) warranty agreement with respect to its services rendered or its products sold or leased; (j) agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (k) sales, distribution or franchise agreement; (l) agreement with a term of more than six months which is not terminable by the Company or any Subsidiary upon less than 30 days notice without penalty; (m) contract which prohibits the Company or agreement prohibiting it from freely engaging in any business or competing anywhere in the United Statesworld; or (xvn) a partnership, joint venture any other agreement which is material to its operations and business prospects or other similar contract; (xvi) a collective bargaining or other collective labor contract; (xvii) a written (or to the Company’s Knowledge, material oral) contract with any involves annual consideration in excess of its officers, directors, managers, partners, shareholders or members, or any of their respective affiliates; or (xviii) a contract not made in the Ordinary Course$50,000. (bii) The Buyer either has been supplied withAll of the contracts, or has been given access to, a true agreements and correct copy of all written contracts which are referred to instruments set forth on the Disclosure Schedules, together with all amendments, waivers or other changes thereto. Each such contract is in full force and effect, is attached Contracts Schedule are valid, binding and enforceable in accordance ------------------ with its their respective terms. The Company and each Subsidiary have performed all material obligations required to be performed by them under the contracts, agreements and embodies instruments listed or required to be listed on the complete understanding between attached Contracts Schedule and are not in default under or in breach of nor in receipt ------------------ of any claim of default or breach under any material contract, agreement or instrument listed or required to be listed on the parties thereto attached Contracts Schedule; ------------------ no event has occurred which with respect the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or any Subsidiary under any material contract, agreement or instrument listed or required to be listed on the subject matter thereof. (c) Neither attached Contracts Schedule; neither the Company ------------------ nor any Subsidiary has any present expectation or intention of not fully performing all such obligations; neither the Company nor any Subsidiary has knowledge of any breach or anticipated breach by the other Person is in default in parties to any material respect under any contract contract, agreement, instrument or commitment listed or required to be listed on the Disclosure Schedules. The attached Contracts Schedule; and neither the Company has not received nor any written (or ------------------ Subsidiary is a party to the Company’s Knowledge, material oral) notice that any Person intends to cancel, modify or terminate any contract listed on requiring it to purchase or sell goods or services or lease property above or below (as the Disclosure Schedules, other than in the Ordinary Coursecase may be) prevailing market prices and rates. (diii) Section 5.09 A true and correct copy of each of the Disclosure written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Contracts --------- Schedule identifies with an asterisk (“*”) each contract set forth therein that requires the consent of or notice have been made available to the other party thereto to avoid any breach, default or violation of such contract in connection with the transactions contemplated hereby.Purchaser's special counsel. --------

Contracts and Commitments. (ai) Except to as set forth on Schedule 3(k) hereto and except for the extent the following representations relate to Indebtedness which is paid off or terminated at the Closing Transaction Documents, neither the Company nor any Subsidiary is not a party to any: or bound by any written or oral: (iA) agreement relating pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any completed business acquisition other employee benefit plan or divestiture by the Company within the last two years; (ii) arrangement, or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrangements; (iiiB) written (or to the Company’s Knowledge, material oral) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 5.13 or the Disclosure Schedules relating thereto; (iv) stock purchase, stock option or similar plan; (v) written contract for the employment of any officer, individual employee or other person Person on a full time full-time, part-time, consulting or consulting basisother basis (other than an at-will employment arrangement) providing annual compensation in excess of $75,000; (C) any contract relating to loans to officers, directors or Affiliates; or contract under which the Company or any Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $50,000, other than down payments and prepayments under the Company's or such Subsidiary's ordinary course operating agreements; (viD) agreement or indenture relating to the borrowing of borrowed money or to other indebtedness or the mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion assets of the Company’s assets other than Permitted Liens; Company or its Subsidiaries; (viiE) guaranty guarantee of any obligation for borrowed money or other material guaranty; obligation; (viiiF) lease or agreement under which it the Company, or any of its Subsidiaries is lessee of, of or holds or operates any personal property property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $250,000; 100,000; (ix) contract that grants or confers any easement or mineral rights or other material encumbrances or liabilities upon, or otherwise with respect to, any real property owned or leased by it; (xG) lease or agreement under which it the Company or any of its Subsidiaries is lessor of, of or permits any third party to hold or operate operate, any property, real property; (xi) lease or agreement personal, owned or controlled by the Company or any Subsidiary, except for leases of real or personal property under which it is lessor of, or permits any third party to hold or operate any personal property, for which the aggregate annual rental exceeds payments do not exceed $250,000; 100,000; (xiiH) contract or group of related contracts with the same party for or group of affiliated parties the purchase performance of products which involves the payment or services, under which the undelivered balance receipt of such products and services has a selling price consideration in any year in an amount in excess of $250,000 150,000; (I) assignment, license (other than propane supply licenses included as a standard provision in service agreements delivered in the Ordinary Course); (xiii) contract or group of related other contracts with customers of the same party for the sale of Company) or indemnification or agreement with respect to any material Intellectual Property; (J) warranty agreement with respect to its services rendered or its products sold or services under which the undelivered balance of such products or services has a sales price in excess of $250,000 (other than sale orders received leased, except any agreement entered into in the ordinary course of business; (K) agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); ; (xivL) any material sales, distribution or franchise agreement not entered into in the ordinary course of business; (M) contract which prohibits the Company or agreement prohibiting it from freely engaging in any business or competing anywhere in the United Statesworld; or (xvN) any other agreement which involves a partnershiptotal consideration in excess of $250,000 or is otherwise material to its operations and business prospects, joint venture except for any agreement which is terminable by the Company or other similar contract; any Subsidiary upon less than 60 days' notice without penalty. (xviii) a collective bargaining All of the contracts, agreements and instruments required to be set forth on Schedule 3(k) are valid and legally binding obligations of the Company or other collective labor contract; (xvii) a written (or its Subsidiaries, as the case may be, and, to the knowledge of the Company’s Knowledge, the other parties thereto, enforceable in accordance with their terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. Except as set forth on Schedule 3(k), the Company and each Subsidiary has performed in all material respects all obligations required to be performed by them under the contracts, agreements and instruments required to be set forth on Schedule 3(k) and are not in material default under or in material breach of any material contract, agreement or instrument required to be listed on Schedule 3(k) or in receipt of any claim of such default or breach; no event has occurred which with the passage of time or the giving of notice or both would result in a material default, material oral) contract with breach or event of material noncompliance by the Company or any of its officersSubsidiaries under any contract, directorsagreement or instrument required to be listed on Schedule 3(k); except as previously disclosed in writing to the Investor or its representatives, managersneither the Company nor any Subsidiary has any present expectation or intention of not fully performing all its material obligations under the contracts, partnersagreements and instruments required to be listed on Schedule 3(k); neither the Company nor any Subsidiary has knowledge of any material breach or anticipated material breach by the other parties to any contract, shareholders agreement or membersinstrument required to be listed on Schedule 3(k); neither the Company nor any Subsidiary has any written notice or other communication to the effect that any other party to any contract, agreement or any instrument required to be listed on Schedule 3(k) intends to terminate such contract, agreement or instrument prior to the expiration of their respective affiliates; the maximum stated term of such contract, agreement or (xviii) a contract not made in the Ordinary Courseinstrument. (biii) The Buyer either has been supplied with, or has been given access to, a A true and correct copy of all each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Disclosure SchedulesSchedule 3(k), together with all amendments, waivers or other changes thereto. Each such contract is in full force and effect, is valid, binding and enforceable in accordance with its terms, and embodies the complete understanding between the parties thereto with respect has been supplied or made available to the subject matter thereofInvestor. (c) Neither the Company nor any other Person is in default in any material respect under any contract listed on the Disclosure Schedules. The Company has not received any written (or to the Company’s Knowledge, material oral) notice that any Person intends to cancel, modify or terminate any contract listed on the Disclosure Schedules, other than in the Ordinary Course. (d) Section 5.09 of the Disclosure Schedule identifies with an asterisk (“*”) each contract set forth therein that requires the consent of or notice to the other party thereto to avoid any breach, default or violation of such contract in connection with the transactions contemplated hereby.

Contracts and Commitments. (i) Except as expressly contemplated by this Agreement or as set forth on the attached Contracts Schedule or the attached Employee Benefits ------------------ ----------------- Schedule, neither the Company nor any Subsidiary is a party to or bound by any -------- written or oral: (a) Except pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to the extent the following representations relate to Indebtedness which is paid off employees or terminated at the Closing the Company is not a party to any: (i) agreement relating to any completed business acquisition other employee benefit plan or divestiture by the Company within the last two years; (ii) arrangement, or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrange ments; (iiib) written (or to the Company’s Knowledge, material oral) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 5.13 or the Disclosure Schedules relating thereto; (iv) stock purchase, stock option or similar plan; (v) written contract for the employment of any officer, individual employee or other person Person on a full time full-time, part-time, consulting or consulting basis; other basis providing annual compensation in excess of $50,000 or contract relating to loans to officers, directors or Affiliates; (vic) contract under which the Company or Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $50,000; (d) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any portion material asset or material group of assets of the Company or its Subsidiaries; (e) guarantee of any obligation in excess of $50,000 (other than by the Company of a Wholly-Owned Subsidiary's debts or a guarantee by a Subsidiary of the Company’s assets other than Permitted Liens; 's debts or another Subsidiary's debts); (vii) guaranty of any obligation for borrowed money or other material guaranty; (viiif) lease or agreement under which it the Company or any Subsidiary is lessee of, of or holds or operates any personal property property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $250,000; 50,000; (ix) contract that grants or confers any easement or mineral rights or other material encumbrances or liabilities upon, or otherwise with respect to, any real property owned or leased by it; (x) lease or agreement under which it is lessor of, or permits any third party to hold or operate any real property; (xi) lease or agreement under which it is lessor of, or permits any third party to hold or operate any personal property, for which the annual rental exceeds $250,000; (xiig) contract or group of related contracts with the same party for or group of affiliated parties the purchase performance of products or services, under which the undelivered balance of such products and services has a selling price involves consideration in excess of $250,000 50,000 (other than propane supply agreements delivered in the Ordinary Course); (xiii) contract or group of related contracts with the same party for the sale of products or services under which the undelivered balance of such products or services has a sales price in excess of $250,000 (other than sale orders received lease arrangements entered into as lessor in the ordinary course of business); ; (xivh) assignment, license, indemnification or other agreement with respect to any intangible property (including, without limitation, any Intellectual Property Rights); (i) warranty agreement with respect to its services rendered or its products sold or leased; (j) agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (k) sales, distribution or franchise agreement; (l) agreement with a term of more than six months which is not terminable by the Company or any Subsidiary upon less than 30 days notice without penalty; (m) contract which prohibits the Company or agreement prohibiting it from freely engaging in any business or competing anywhere in the United Statesworld; or (xvn) a partnership, joint venture any other agreement which is material to its operations and business prospects or other similar contract; (xvi) a collective bargaining or other collective labor contract; (xvii) a written (or to the Company’s Knowledge, material oral) contract with any involves annual consideration in excess of its officers, directors, managers, partners, shareholders or members, or any of their respective affiliates; or (xviii) a contract not made in the Ordinary Course$50,000. (bii) The Buyer either has been supplied withAll of the contracts, or has been given access to, a true agreements and correct copy of all written contracts which are referred to instruments set forth on the Disclosure Schedules, together with all amendments, waivers or other changes thereto. Each such contract is in full force and effect, is attached Contracts Schedule are valid, binding and enforceable in accordance with its their respective terms. The Company and each Subsidiary have performed all material obligations required to be performed by them under the contracts, agreements and embodies instruments listed or required to be listed on the complete understanding between attached Contracts Schedule and are not in default under or in breach of nor in receipt ------------------ of any claim of default or breach under any material contract, agreement or instrument listed or required to be listed on the parties thereto attached Contracts Schedule; ------------------ no event has occurred which with respect the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or any Subsidiary under any material contract, agreement or instrument listed or required to be listed on the subject matter thereof. (c) Neither attached Contracts Schedule; neither the Company ------------------ nor any Subsidiary has any present expectation or intention of not fully performing all such obligations; neither the Company nor any Subsidiary has knowledge of any breach or anticipated breach by the other Person is in default in parties to any material respect under any contract contract, agreement, instrument or commitment listed or required to be listed on the Disclosure Schedules. The attached Contracts Schedule; and neither the Company has not received nor any written (or ------------------ Subsidiary is a party to the Company’s Knowledge, material oral) notice that any Person intends to cancel, modify or terminate any contract listed on requiring it to purchase or sell goods or services or lease property above or below (as the Disclosure Schedules, other than in the Ordinary Coursecase may be) prevailing market prices and rates. (diii) Section 5.09 A true and correct copy of each of the Disclosure written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Contracts --------- Schedule identifies with an asterisk (“*”) each contract set forth therein that requires the consent of or notice have been made available to the other party thereto to avoid any breach, default or violation of such contract in connection with the transactions contemplated hereby.Purchaser's special counsel. --------

Contracts and Commitments. (a) Except to as set forth on Schedule 5.09(a), none of the extent Acquired Companies is, as of the following representations relate to Indebtedness which is paid off or terminated at the Closing the Company is not date hereof, a party to any: : (i) agreement relating to any completed business acquisition or divestiture by the Company within the last two years; collective bargaining agreement; (ii) collective bargaining agreement or contract with any labor union; (iii) written (or to the Company’s Knowledge, material oral) bonus, pension, profit sharing, sharing or retirement or other form of deferred compensation plan, other than as described any Multiemployer Plan or any Company Plan, whether or not set forth in Section 5.13 5.14 or the Disclosure Schedules relating thereto; ; (iviii) stock purchase, stock option or similar plan; (v) written contract Contract for the employment of any Company Employee (except, as it relates to any former employee, only to the extent of ongoing liability), officer, employee director or independent contractor providing for base salary in excess of $300,000 per annum, except for any such Contracts that are terminable upon notice of sixty (60) days or less by an Acquired Company without liability or financial obligation; (iv) agreement, indenture or other person on a full time or consulting basis; (vi) agreement or indenture evidence of Indebtedness relating to the borrowing of money by the Acquired Companies or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien set forth in clauses (i)-(vi) of the definition thereof) on any material portion of the Company’s assets other than Permitted Liens; of the Acquired Companies; (viiv) guaranty of any obligation for borrowed money or other material guaranty; ; (viiivi) any individual lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual aggregate rental exceeds payments exceed (or are expected to exceed) $250,000; 300,000 in any twelve (ix) contract that grants or confers any easement or mineral rights or other material encumbrances or liabilities upon, or otherwise with respect to, any real property owned or leased by it; 12)-month period; (xvii) lease or agreement under which it is lessor of, of or permits any third party to hold or operate any property, real property; (xi) lease or agreement under which it is lessor of, or permits any third party to hold or operate any personal propertypersonal, for which the annual aggregate rental exceeds $250,000; payments exceed (xiior are expected to exceed) contract or group of related contracts with the same party for the purchase of products or services, under which the undelivered balance of such products and services has a selling price in excess of $250,000 in a twelve (12)-month period; (viii) other than propane supply agreements delivered in the Ordinary Course); (xiii) contract or group of related contracts with the same party for the sale of products or services under which the undelivered balance of such products or services has a sales price in excess of $250,000 (other than sale purchase orders received entered into in the ordinary course of business, any Contracts with any customers or suppliers of the Acquired Companies, in each case involving consideration in excess of $750,000; (ix) Contracts pursuant to which any of the Acquired Companies (A) grants to a third-party any right, license, consent or covenant not to ▇▇▇ with respect to any Intellectual Property (other than non-exclusive licenses granted by or to customers or vendors in the ordinary course of business ancillary to a commercial arrangement); , or (B) is granted by any third party, any right, license, consent or covenant not to ▇▇▇ with respect to any Intellectual Property (excluding licenses of commercially available, off-the-shelf Software available on standard terms with an aggregate fee of less than $500,000 per annum or licenses which have an aggregate fee of less than $250,000 per annum); (x) Contracts that provide for (A) the creation, discovery, development or reduction to practice by any Acquired Company for any other Person, or for any Acquired Company by any other Person, of material Intellectual Property (including any joint development) or (B) the assignment or other transfer of any material Intellectual Property to or from any Acquired Company, in each case (A) and (B), other than the Personnel IP Contracts; (xi) Contracts prohibiting or materially restricting the ability of any Acquired Company to engage in any business, to operate in any geographical area or to compete with any Person; (xii) Contracts relating to the acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material assets or material line of business entered into during the past three (3) years or the future acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material assets or material line of business; (xiii) any joint venture Contract, partnership agreement, limited liability company agreement, strategic alliance agreement or other similar Contract with a third party (A) involving any sharing of profits, revenues, fee income, losses, costs or liabilities or otherwise based in whole or in part on financial performance measures of the Acquired Companies, other than royalties and other fees paid under licenses entered into in the ordinary course of business, or (B) pursuant to which the Acquired Companies have any ownership interest in any other Person (in each case, other than with respect to wholly owned Subsidiaries of the Company); (xiv) contract which prohibits Contracts providing for the Company from freely engaging in business anywhere in grant of an option or a first-refusal, first-offer or similar preferential right to purchase, lease or acquire any material asset of the United States; Acquired Companies; (xv) a partnershipContracts granting exclusivity, joint venture “most-favored nation”, “take or other pay” or similar contract; rights; (xvi) Contracts with any supplier (A) that is a collective bargaining sole source supplier to the Acquired Companies or other collective labor contract; (B) from which the Acquired Companies source substantially all of their supply of any material product or service, except in each case where the Acquired Companies would likely be able to replace such source of supply with a substitute supply at substantially the same volume and quality, on substantially comparable terms and without material delay; (xvii) Contracts under which any of the benefits thereunder, to any Person party thereto, shall be increased, or the vesting of benefits of which shall be accelerated, by the consummation of the Transactions or the value of any of the benefits of which shall be calculated on the basis of any of the Transactions; (xviii) Contracts to which any present or former director, officer, employee, stockholder or holder of derivative securities of the Acquired Companies, or any member of any such Person’s immediate family, or any entity owned or controlled by any such Person, is a written party, excluding any Company Plan; (xix) Contracts in respect of any settlement or coexistence agreement with respect to any pending or threatened Action (A) entered into within twelve (12) months prior to the Company’s Knowledgedate of this Agreement, material oralother than settlement agreements for cash only that does not exceed $200,000 as to such settlement; provided, that such cash settlement amount has been paid in full prior to the date hereof; or (B) contract with respect to which any unsatisfied amounts or ongoing obligations remain outstanding; (xx) Contracts with any of its officersthe twenty (20) largest diamond and jewelry product suppliers of the Acquired Companies, directorsdetermined on the basis of payments made to the applicable supplier by the Acquired Companies, managersfor the fiscal year ended January 2, partners2022; (xxi) any documents that may be required to be filed by the Company as an exhibit for a registration statement on Form S-1 pursuant to Items 601(b)(1), shareholders (2), (4), (9) or members(10) of Regulation S-K under the Securities Act as if the Company was the registrant; (xxii) Contracts with any Governmental Authority; and (xxiii) any written offer or proposal which, or if accepted, would constitute any of their respective affiliates; or (xviii) a contract not made in the Ordinary Courseforegoing. (b) The Buyer either has been supplied with, Each of the Contracts listed or has been given access torequired to be listed on Schedule 5.09(a) (each, a true and correct copy of all written contracts which are referred to on the Disclosure Schedules, together with all amendments, waivers or other changes thereto. Each such contract “Material Contract”) is in full force and effect, and is validthe legal, valid and binding and obligation of either the Company or a Subsidiary of the Company which is party thereto, and, to the Company’s knowledge, of the other parties thereto enforceable against each of them in accordance with its terms. Except as set forth on Schedule 5.09(b), no Acquired Company is in material default under any Material Contract, and, to the Company’s knowledge, none of the other party(ies) to any Material Contract is not in material default thereunder. Except as set forth on Schedule 5.09(b), no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or material default on the part of the Company, or any Subsidiary of the Company or, to the Company’s knowledge, any other party(ies) under any Material Contract. To the knowledge of the Company, (i) no party to any Material Contract has exercised any termination rights with respect thereto, and embodies the complete understanding between the parties thereto (ii) no party to any Material Contract has given written notice of any material dispute with respect to the subject matter thereof. (c) Neither the Company nor any other Person is in default in any material respect under any contract listed on the Disclosure SchedulesMaterial Contract. The Company has not received any written (or made available to the Company’s KnowledgeBuyer true and correct copies of each Material Contract, together with all material oral) notice that any Person intends to cancelamendments, modify modifications or terminate any contract listed on the Disclosure Schedules, other than in the Ordinary Coursesupplements thereto. (d) Section 5.09 of the Disclosure Schedule identifies with an asterisk (“*”) each contract set forth therein that requires the consent of or notice to the other party thereto to avoid any breach, default or violation of such contract in connection with the transactions contemplated hereby.

Contracts and Commitments. (i) Except as expressly contemplated by this Agreement or as set forth on the attached "Contracts Schedule" or the attached "Employee Benefits Schedule," neither the Company nor any Subsidiary is a party to or bound by any written or oral: (a) Except pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to the extent the following representations relate to Indebtedness which is paid off employees or terminated at the Closing the Company is not a party to any: (i) agreement relating to any completed business acquisition other employee benefit plan or divestiture by the Company within the last two years; (ii) arrangement, or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrangements; (iiib) written (or to the Company’s Knowledge, material oral) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 5.13 or the Disclosure Schedules relating thereto; (iv) stock purchase, stock option or similar plan; (v) written contract for the employment of any officer, individual employee or other person Person on a full time full-time, part-time, consulting or consulting basis; other basis providing annual compensation in excess of $50,000 or contract relating to loans to officers, directors or Affiliates; (vic) contract under which the Company or Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $50,000; (d) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any portion material asset or material group of assets of the Company’s assets other than Permitted Liens; Company and its Subsidiaries; (viie) guaranty guarantee of any obligation for borrowed money or other material guaranty; obligation; (viiif) lease or agreement under which it the Company or any Subsidiary is lessee of, of or holds or operates any personal property property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $250,000; 50,000; (ix) contract that grants or confers any easement or mineral rights or other material encumbrances or liabilities upon, or otherwise with respect to, any real property owned or leased by it; (xg) lease or agreement under which it the Company or any Subsidiary is lessor of, of or permits any third party to hold or operate any real property; (xi) lease or agreement under which it is lessor of, or permits any third party to hold or operate any personal property, for which real or personal, owned or controlled by the annual rental exceeds $250,000; Company or any Subsidiary; (xiih) contract or group of related contracts with the same party for or group of affiliated parties the purchase performance of products or services, under which the undelivered balance of such products and services has a selling price involves consideration in excess of $250,000 100,000; (other i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any Intellectual Property); (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (l) sales, distribution or franchise agreement; (m) material agreement with a term of more than propane supply agreements delivered in six months which is not terminable by the Ordinary Course); Company or any Subsidiary upon less than 30 days notice without penalty; (xiiin) contract or group of related contracts with the same party for the sale of products or services under which the undelivered balance of such products or services has a sales price in excess of $250,000 (other than sale orders received in the ordinary course of business); (xiv) contract which prohibits the Company agreement prohibiting it from freely engaging in any business or competing anywhere in the United Statesworld; or (xvo) a partnership, joint venture any other agreement which is material to its operations or other similar contract; (xvi) a collective bargaining or other collective labor contract; (xvii) a written (or relating to the Company’s Knowledge, material oral) contract with any acquisition of its officers, directors, managers, partners, shareholders or members, or any of their respective affiliates; or (xviii) a contract not made in the Ordinary Courseadditional properties. (bii) All of the contracts, agreements and instruments set forth on the Contracts Schedule are valid, binding and enforceable in accordance with their respective terms. The Company and each Subsidiary have performed all material obligations required to be performed by them on or prior to the date of this Agreement and are not in default under or in breach of nor in receipt of any claim of default or breach under any material contract, agreement or instrument to which the Company or any Subsidiary is subject; no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or any Subsidiary under any material contract, agreement or instrument to which the Company or any Subsidiary is subject; neither the Company nor any Subsidiary has any present expectation or intention of not fully performing all such material obligations; and neither the Company nor any Subsidiary has knowledge of any breach or anticipated breach by the other parties to any material contract, agreement, instrument or commitment to which it is a party. (iii) The Buyer either Company has been supplied with, delivered or has been given access to, made available to the Purchasers' special counsel a true and correct copy of all each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Disclosure SchedulesContracts Schedule, together with all amendments, waivers or other changes thereto. Each such contract is in full force and effect, is valid, binding and enforceable in accordance with its terms, and embodies the complete understanding between the parties thereto with respect to the subject matter thereof. (c) Neither the Company nor any other Person is in default in any material respect under any contract listed on the Disclosure Schedules. The Company has not received any written (or to the Company’s Knowledge, material oral) notice that any Person intends to cancel, modify or terminate any contract listed on the Disclosure Schedules, other than in the Ordinary Course. (d) Section 5.09 of the Disclosure Schedule identifies with an asterisk (“*”) each contract set forth therein that requires the consent of or notice to the other party thereto to avoid any breach, default or violation of such contract in connection with the transactions contemplated hereby.

Contracts and Commitments. (a) Except to for this Agreement and the extent the following representations relate to Indebtedness which is paid off Ancillary Agreements or terminated at the Closing as set forth on Schedule 4.13, neither the Company nor any Subsidiary is not a party to any: or bound by any written or oral: (i) agreement relating pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any completed business acquisition other employee benefit plan or divestiture by the Company within the last two years; (ii) arrangement, or any collective bargaining agreement or any other contract with any labor union; , or any severance agreement, program, policy or arrangement; (iiiii) written (or to the Company’s Knowledge, material oral) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 5.13 or the Disclosure Schedules relating thereto; (iv) stock purchase, stock option or similar plan; (v) written contract for the employment of any officer, individual employee or other person Person on a full time time, part time, consulting or other basis providing annual compensation in excess of $250,000 or contract relating to loans to officers, directors or Affiliates; (iii) retainer or consulting basis; contracts for which the aggregate amounts required to be paid under each such contract does not exceed $500,000; (iv) contract under which the Company or any Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $1,000,000. (v) contracts with respect to any Investment in any other Person, other than acquisitions of affiliated physician practices in the ordinary course of business; (vi) agreement or indenture relating to Indebtedness or the borrowing of money or to mortgaging, pledging or otherwise placing a Lien on any portion material asset or material group of assets of the Company’s assets other than Permitted Liens; Company or any Subsidiary; (vii) guaranty guarantee of any obligation of another Person for borrowed money an amount individually or other material guaranty; in the aggregate in excess of $1,000,000; (viii) lease or agreement under which it the Company or any Subsidiary is lessee of, of or holds or operates any personal property property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $250,000; 1,000,000; (ix) contract that grants or confers any easement or mineral rights or other material encumbrances or liabilities upon, or otherwise with respect to, any real property owned or leased by it; (x) lease or agreement under which it the Company or any Subsidiary is lessor of, of or permits any third party to hold or operate any real property; (xi) lease or agreement under which it is lessor of, or permits any third party to hold or operate any personal property, for which real or personal, owned or controlled by the annual rental exceeds $250,000; Company or such Subsidiary; (xiix) contract or group of related contracts with the same party for or group of affiliated parties the purchase performance of products or services, under which the undelivered balance of such products and services has a selling price involves future consideration in excess of $250,000 (other than propane supply agreements delivered in the Ordinary Course); (xiii) contract or group 1,000,000, provided that purchases of related contracts with the same party for the sale of products or services under which the undelivered balance of such products or services has a sales price in excess of $250,000 (other than sale orders received inventory in the ordinary course of businessbusiness consistent with past practices and sales invoices are not required to be listed; (xi) assignment, license, indemnification or agreement with respect to any intangible property material to the operation of the Company’s or any Subsidiary’s business (including, without limitation, any Intellectual Property Right, but excluding any Commercially Available Licenses); ; (xii) agreement with any federal, state or local government or subdivision, agency or authority thereof; (xiii) agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiv) contract sales, distribution or franchise agreement, or other agreements material to the operation of the Company’s or any Subsidiary’s business with a term of more than six months which prohibits is not terminable by the Company from freely engaging in business anywhere in the United States; or such Subsidiary upon less than 90 days notice without penalty; (xv) a partnershipcontract or agreement with respect to any merger, joint venture consolidation with, or entrance into any business combination with any Person, or sale of all or substantially all of its assets to any other similar contract; Person; (xvi) a collective bargaining material contract or other collective labor contract; (xvii) a written (or to the Company’s Knowledge, material oral) contract agreement with any of its officers, directors, managers, partners, shareholders or members, Affiliates (other than WCAS and its Affiliates) or any contract or agreement with WCAS and its Affiliates; (xvii) non-competition, non-disclosure or other contract or agreement restricting the conduct of their respective affiliatesbusiness of (A) the Company in any material respect or (B) any shareholders of the Company; or or (xviii) a contract not made in any other agreement which is material to its operations and business prospects and is required to be filed by the Ordinary CourseCompany with the Securities and Exchange Commission. (b) The Buyer either has been supplied withAll of the contracts, agreements and instruments set forth or has been given access torequired to be set forth on Schedule 4.13 (collectively, a true and correct copy of all written contracts which the “Material Contracts”) are referred to on the Disclosure Schedules, together with all amendments, waivers or other changes thereto. Each such contract is in full force and effect, is valid, binding and enforceable in accordance with its their respective terms. Except as, individually or in the aggregate, would not reasonably be expect to have a Material Adverse Effect, the Company and each Subsidiary has performed all obligations required to be performed by it, is not in default under or in breach of nor in receipt of any claim of default or breach under any Material Contract, and embodies no event has occurred which with the complete understanding between passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or any Subsidiary under any Material Contract. Neither the Company nor any Subsidiary has present expectation or intention of not fully performing all material obligations under the Material Contracts; and the Company has no knowledge of any breach or anticipated breach by the other parties thereto with respect to the subject matter thereofany Material Contract in any material respect. (c) Neither Prior to the date of this Agreement, the Company nor any other Person is in default in any material respect under any contract listed on the Disclosure Schedules. The Company has not received any written (or furnished to the Company’s Knowledge, material oral) notice that any Person intends to cancel, modify or terminate any contract listed on the Disclosure Schedules, other than in the Ordinary CoursePurchaser correct and complete copies of all Material Contracts. (d) Section 5.09 of the Disclosure Schedule identifies with an asterisk (“*”) each contract set forth therein that requires the consent of or notice to the other party thereto to avoid any breach, default or violation of such contract in connection with the transactions contemplated hereby.

Contracts and Commitments. (a) Except as filed as an exhibit to Seller's SEC Reports, and except as contemplated by this Agreement, neither Seller, nor the extent Seller Subsidiaries, nor the following representations relate to Indebtedness which entities listed on Schedule 3.1(b) is paid off or terminated at the Closing the Company is not a party to any: or bound by any oral or written contract, obligation or commitment of any type in any of the following categories: (i) agreement relating agreements or arrangements that contain severance pay, understandings with respect to any completed business acquisition tax arrangements, understandings with respect to expatriate benefits, or divestiture by the Company within the last two years; post-employment liabilities or obligations; (ii) collective bargaining agreement agreements or contract with plans under which benefits will be increased or accelerated by the occurrence of any labor union; of the transactions contemplated by this Agreement, or under which the value of the benefits will be calculated on the basis of any of the transactions contemplated by this Agreement; (iii) written (agreements, contracts or to the Company’s Knowledge, material oral) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described commitments currently in Section 5.13 or the Disclosure Schedules relating thereto; (iv) stock purchase, stock option or similar plan; (v) written contract for the employment of any officer, employee or other person on a full time or consulting basis; (vi) agreement or indenture force relating to the borrowing disposition or acquisition of money or to mortgaging, pledging or otherwise placing a Lien on any portion of the Company’s assets other than Permitted Liens; (vii) guaranty of any obligation for borrowed money or other material guaranty; (viii) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $250,000; (ix) contract that grants or confers any easement or mineral rights or other material encumbrances or liabilities upon, or otherwise with respect to, any real property owned or leased by it; (x) lease or agreement under which it is lessor of, or permits any third party to hold or operate any real property; (xi) lease or agreement under which it is lessor of, or permits any third party to hold or operate any personal property, for which the annual rental exceeds $250,000; (xii) contract or group of related contracts with the same party for the purchase of products or services, under which the undelivered balance of such products and services has a selling price in excess of $250,000 (other than propane supply agreements delivered in the Ordinary Course); (xiii) contract or group of related contracts with the same party for the sale of products or services under which the undelivered balance of such products or services has a sales price in excess of $250,000 (other than sale orders received in the ordinary course of business); (xiv) contract which prohibits the Company from freely engaging , or relating to an ownership interest in business anywhere in the United States; (xv) a any corporation, partnership, joint venture or other similar contract; business enterprise; (xviiv) a collective bargaining agreements, contracts or commitments for the purchase of materials, supplies or equipment, under which the aggregate payments for the past 12 months exceeded $100,000, which are with sole or single source suppliers; (v) guarantees or other collective labor contract; (xvii) a written (agreements, contracts or to the Company’s Knowledge, material oral) contract with any of its officers, directors, managers, partners, shareholders or members, commitments under which Seller or any of their respective affiliates; the Seller Subsidiaries is absolutely or contingently liable for (A) the performance of any other person, firm or corporation (other than Seller or the Seller Subsidiaries), or (xviiiB) the whole or any part of the indebtedness or liabilities of any other person, firm or corporation (other than Seller or the Seller Subsidiaries); (vi) powers of attorney authorizing the incurrence of a contract not made material obligation on the part of Seller or the Seller Subsidiaries; (vii) agreements, contracts or commitments which limit or restrict (A) where Seller or any of the Seller Subsidiaries may conduct business, (B) the type or lines of business (current or future) in which they may engage, or (C) any acquisition of assets or stock (tangible or intangible) by Seller or any of the Seller Subsidiaries; (viii) agreements, contracts or commitments, under which the aggregate payments or receipts for the past 12 months exceeded $100,000, containing any agreement with respect to a change of control of Seller or any of the Seller Subsidiaries; (ix) agreements, contracts or commitments for the borrowing or lending of money, or the availability of credit (except credit extended by Seller or any of the Seller Subsidiaries to customers in the Ordinary Courseordinary course of business and consistent with past practice); (x) any hedging, option, derivative or other similar transaction and any foreign exchange position or contract for the exchange of currency; or (xi) any agreement, contract or commitment otherwise required to be filed as an exhibit to a periodic report under the Exchange Act, as provided by Rule 601 of Regulation S-K promulgated under the Exchange Act. Each contract, agreement or commitment of the type described in this Section 3.15 is referred to herein as a "SELLER CONTRACT." (b) The Buyer either Neither Seller nor any of the Seller Subsidiaries, nor to the knowledge of Seller any other party to a Seller Contract, has been supplied withbreached, violated or defaulted under, or received notice that it has been given access tobreached, violated or defaulted under, (nor does there exist any condition under which, with the passage of time or the giving of notice or both, could reasonably be expected to cause such a breach, violation or default under), any Seller Contract, other than any breaches, violations or defaults which have not had, or could not reasonably be expected to have, individually or in the aggregate, a true and correct copy of all written contracts which are referred to on the Disclosure Schedules, together with all amendments, waivers or other changes thereto. Seller Material Adverse Effect. (c) Each such contract Seller Contract is in full force and effect, is a valid, binding and enforceable obligation of Seller and to the knowledge of Seller, of the other party or parties thereto, in accordance with its terms, and embodies in full force and effect, except where the complete understanding between failure to be valid, binding, enforceable and in full force and effect has not had, or could not reasonably be expected to have, individually or in the parties thereto with respect aggregate, a Seller Material Adverse Effect and to the subject matter thereof. (c) Neither extent enforcement may be limited by applicable bankruptcy, insolvency, moratorium or other laws affecting the Company nor any other Person is in default in any material respect under any contract listed on the Disclosure Schedules. The Company has not received any written (enforcement of creditors' rights governing or to the Company’s Knowledge, material oral) notice that any Person intends to cancel, modify or terminate any contract listed on the Disclosure Schedules, other than in the Ordinary Courseby general principles of equity. (d) Section 5.09 An accurate and complete copy of the Disclosure Schedule identifies with an asterisk each Seller Contract has been made available (“*”including via ▇▇▇▇▇) each contract set forth therein that requires the consent of or notice to the other party thereto to avoid any breach, default or violation of such contract in connection with the transactions contemplated herebyBuyer.

Contracts and Commitments. 4.12.1. Except as expressly contemplated by this Agreement or as set forth on the attached "Contracts Schedule" or the attached "Employee Benefits Schedule," neither the Company nor any Subsidiary is a party to or bound by any written or oral: (a) Except pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to the extent the following representations relate to Indebtedness which is paid off employees or terminated at the Closing the Company is not a party to any: (i) agreement relating to any completed business acquisition other employee benefit plan or divestiture by the Company within the last two years; (ii) arrangement, or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrangements; (iiib) written (or to the Company’s Knowledge, material oral) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 5.13 or the Disclosure Schedules relating thereto; (iv) stock purchase, stock option or similar plan; (v) written contract for the employment of any officer, individual employee or other person Person on a full time full-time, part-time, consulting or consulting basis; other basis providing annual compensation in excess of $75,000 or contract relating to loans to officers, directors or Affiliates; (vic) contract under which the Company or Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $100,000; (d) agreement or indenture relating to the borrowing of borrowed money or to other Debt or the mortgaging, pledging or otherwise placing a Lien on any portion material asset or material group of assets of the Company and its Subsidiaries; (e) guarantee of any obligation in excess of $100,000 (other than by the Company of a Wholly-Owned Subsidiary's debts or a guarantee by a Subsidiary of the Company’s assets other than Permitted Liens; 's debts or another Subsidiary's debts); (vii) guaranty of any obligation for borrowed money or other material guaranty; (viiif) lease or agreement under which it the Company or any Subsidiary is lessee of, of or holds or operates any personal property property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $250,000; 100,000; (ix) contract that grants or confers any easement or mineral rights or other material encumbrances or liabilities upon, or otherwise with respect to, any real property owned or leased by it; (xg) lease or agreement under which it the Company or any Subsidiary is lessor of, of or permits any third party to hold or operate any property, real property; or personal, owned or controlled by the Company or any Subsidiary; (xih) lease assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any Intellectual Property); (i) warranty agreement with respect to its services rendered or its products sold or leased; (j) agreement under which it is lessor ofhas granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (k) sales, distribution or franchise agreement; (l) contract, agreement or other arrangement with any officer, director, stockholder, employee or Affiliate, or permits any third party to hold Affiliate of any officer, director, stockholder or operate employee; (m) contract or agreement prohibiting it from freely engaging in any personal property, for which business or competing anywhere in the annual rental exceeds $250,000; world; (xiin) contract or group of related contracts with the same party for or group of affiliated parties the purchase performance of products or services, under which the undelivered balance of such products and services has a selling price involves consideration in excess of $250,000 (other 200,000; or agreement with a term of more than propane supply agreements delivered in the Ordinary Course); (xiii) contract or group of related contracts with the same party for the sale of products or services under six months which the undelivered balance of such products or services has a sales price in excess of $250,000 (other than sale orders received in the ordinary course of business); (xiv) contract which prohibits is not terminable by the Company from freely engaging in business anywhere in the United States; (xv) a partnership, joint venture or other similar contract; (xvi) a collective bargaining or other collective labor contract; (xvii) a written (or to the Company’s Knowledge, material oral) contract with any of its officers, directors, managers, partners, shareholders or members, or any of their respective affiliates; or (xviii) a contract not made in the Ordinary CourseSubsidiary upon less than 30 days notice without penalty. (b) The Buyer either has been supplied with4.12.2. All of the contracts, or has been given access to, a true agreements and correct copy of all written contracts which are referred to instruments set forth on the Disclosure Schedules, together with all amendments, waivers or other changes thereto. Each such contract is in full force and effect, is Contracts Schedule are valid, binding and enforceable in accordance with its termstheir respective terms in all material respects. The Company and each Subsidiary have performed all material obligations required to be performed by them and are not in default under or in breach of nor in receipt of any claim of default or breach under any material contract, and embodies agreement or instrument to which the complete understanding between Company or any Subsidiary is subject; no event has occurred which with the parties thereto with respect passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or any Subsidiary under any material contract, agreement or instrument to which the subject matter thereof. (c) Neither Company or any Subsidiary is subject; neither the Company nor any Subsidiary has any present expectation or intention of not fully performing all such obligations; and neither the Company nor any Subsidiary has knowledge of any breach or anticipated breach by the other Person is in default in parties to any material respect under any contract listed on the Disclosure Schedules. The Company has not received any written (contract, agreement, instrument or commitment to the Company’s Knowledge, material oral) notice that any Person intends to cancel, modify or terminate any contract listed on the Disclosure Schedules, other than in the Ordinary Coursewhich it is a party. (d) Section 5.09 of the Disclosure Schedule identifies with an asterisk (“*”) each contract set forth therein that requires the consent of or notice to the other party thereto to avoid any breach, default or violation of such contract in connection with the transactions contemplated hereby.

Contracts and Commitments. (i) Except as expressly contemplated by this Agreement or as set forth on the attached "Contracts Schedule" or the attached "Employee Benefits Schedule," neither the Company nor any Subsidiary is a party to or bound by any written or oral: (a) Except pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to the extent the following representations relate to Indebtedness which is paid off employees or terminated at the Closing the Company is not a party to any: (i) agreement relating to any completed business acquisition other employee benefit plan or divestiture by the Company within the last two years; (ii) arrangement, or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrangements; (iiib) written (or to the Company’s Knowledge, material oral) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 5.13 or the Disclosure Schedules relating thereto; (iv) stock purchase, stock option or similar plan; (v) written contract for the employment of any officer, individual employee or other person Person on a full time full-time, part-time, consulting or consulting basis; other basis providing annual compensation in excess of $75,000 or contract relating to loans to officers, directors or Affiliates; (vic) contract under which the Company or Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $100,000; (d) agreement or indenture relating to the borrowing of borrowed money or to other Debt or the mortgaging, pledging or otherwise placing a Lien on any portion material asset or material group of assets of the Company and its Subsidiaries; (e) guarantee of any obligation in excess of $100,000 (other than by the Company of a Wholly-Owned Subsidiary's debts or a guarantee by a Subsidiary of the Company’s assets other than Permitted Liens; 's debts or another Subsidiary's debts); (vii) guaranty of any obligation for borrowed money or other material guaranty; (viiif) lease or agreement under which it the Company or any Subsidiary is lessee of, of or holds or operates any personal property property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $250,000; 100,000; (ix) contract that grants or confers any easement or mineral rights or other material encumbrances or liabilities upon, or otherwise with respect to, any real property owned or leased by it; (xg) lease or agreement under which it the Company or any Subsidiary is lessor of, of or permits any third party to hold or operate any property, real property; or personal, owned or controlled by the Company or any Subsidiary; (xih) lease assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any Intellectual Property); (i) warranty agreement with respect to its services rendered or its products sold or leased; (j) agreement under which it is lessor ofhas granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (k) sales, distribution or franchise agreement; (l) contract, agreement or other arrangement with any officer, director, stockholder, employee or Affiliate, or permits any third party to hold Affiliate of any officer, director, stockholder or operate employee; (m) contract or agreement prohibiting it from freely engaging in any personal property, for which business or competing anywhere in the annual rental exceeds $250,000world; or (xiin) contract or group of related contracts with the same party for or group of affiliated parties the purchase performance of products or services, under which the undelivered balance of such products and services has a selling price involves consideration in excess of $250,000 (other 200,000; or agreement with a term of more than propane supply agreements delivered in the Ordinary Course); (xiii) contract or group of related contracts with the same party for the sale of products or services under six months which the undelivered balance of such products or services has a sales price in excess of $250,000 (other than sale orders received in the ordinary course of business); (xiv) contract which prohibits is not terminable by the Company from freely engaging in business anywhere in the United States; (xv) a partnership, joint venture or other similar contract; (xvi) a collective bargaining or other collective labor contract; (xvii) a written (or to the Company’s Knowledge, material oral) contract with any of its officers, directors, managers, partners, shareholders or members, or any of their respective affiliates; or (xviii) a contract not made in the Ordinary CourseSubsidiary upon less than 30 days notice without penalty. (bii) All of the contracts, agreements and instruments set forth on the Contracts Schedule are valid, binding and enforceable in accordance with their respective terms in all material respects. The Company and each Subsidiary have performed all material obligations required to be performed by them and are not in default under or in breach of nor in receipt of any claim of default or breach under any material contract, agreement or instrument to which the Company or any Subsidiary is subject; no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or any Subsidiary under any material contract, agreement or instrument to which the Company or any Subsidiary is subject and; neither the Company nor any Subsidiary has any present expectation or intention of not fully performing all such obligations; neither the Company nor any Subsidiary has knowledge of any breach or anticipated breach by the other parties to any material contract, agreement, instrument or commitment to which it is a party. (iii) The Buyer either Purchaser's special counsel has been supplied with, or has been given access to, with a true and correct copy of all each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Disclosure SchedulesContracts Schedule, together with all amendments, waivers or other changes thereto. Each such contract is in full force and effect, is valid, binding and enforceable in accordance with its terms, and embodies the complete understanding between the parties thereto with respect to the subject matter thereof. (c) Neither the Company nor any other Person is in default in any material respect under any contract listed on the Disclosure Schedules. The Company has not received any written (or to the Company’s Knowledge, material oral) notice that any Person intends to cancel, modify or terminate any contract listed on the Disclosure Schedules, other than in the Ordinary Course. (d) Section 5.09 of the Disclosure Schedule identifies with an asterisk (“*”) each contract set forth therein that requires the consent of or notice to the other party thereto to avoid any breach, default or violation of such contract in connection with the transactions contemplated hereby.

Contracts and Commitments. (a) Except to the extent the following representations relate to Indebtedness which is paid off or terminated at the Closing as set forth on Schedule 3.09(a), neither the Company nor any of its Subsidiaries is not a party to anyor bound by any written: (i) agreement relating to any completed business acquisition or divestiture by the Company within the last two years; (iiA) collective bargaining agreement or contract with any labor union, (B) Contract with any current employee providing for severance, change in control, retention, or stay-pay payments, or (C) Contract with any current or former employee, director or independent contractor providing for future severance, change in control, retention, stay-pay or similar payments; (iiiii) written (or to the Company’s Knowledge, material oral) bonus, pension, profit sharing, stock option, employee stock purchase, retirement or other form of deferred compensation plan, other than as described in Section 5.13 3.13(a) or the Disclosure Schedules relating thereto; (iviii) (A) stock purchase, stock option or similar plan; (v) written contract Contract for the employment of any officer, individual employee or other person on a full full-time, part-time or consulting basisother basis providing for fixed compensation in excess of $150,000 per annum (other than standard offer letters for at-will employment) or relating to loans to officers, directors or Affiliates pursuant to which it has any material obligation or (B) Contract with any independent contractor or consultant providing for fixed compensation in excess of $150,000 per annum; (viiv) (A) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien on any material portion of their assets, or (B) Contract under which it has advanced or loaned any other Person, that is not an Affiliate of the Company’s assets other than Permitted Liens, amounts exceeding, in the aggregate, $100,000; (viiv) guaranty of any obligation for borrowed money or other material guaranty; (viiivi) lease or agreement under which it is lessee or lessor of, or holds or operates any material personal property owned by any other party, or permits any Third Party to hold or operate any material personal property owned or controlled by it, in each case for which the annual rental exceeds $250,000150,000; (ixvii) contract that grants agreements relating to any completed material business acquisition by the Company or confers any easement of its Subsidiaries within the last six (6) years; (viii) Contract pursuant to which (A) the Company or mineral rights any of its Subsidiaries are licensed or otherwise permitted by a Third Party to use any material Intellectual Property owned by such Third Party (other than non-exclusive licenses to the Company or any of its Subsidiaries of commercially available, “off the shelf” Software where the aggregate fee, royalty or other material encumbrances or liabilities upon, or otherwise with respect to, consideration (including maintenance fees) for any real property owned or leased by it; (x) lease or agreement under which it is lessor of, or permits any third party to hold or operate any real property; (xi) lease or agreement under which it is lessor of, or permits any third party to hold or operate any personal property, for which the annual rental exceeds $250,000; (xii) contract such Software or group of related contracts with Software licenses is no more than $100,000, or (B) any Third Party is licensed or otherwise permitted to use any Intellectual Property owned or held exclusively by the same party for the purchase Company or any of products or services, under which the undelivered balance of such products and services has a selling price in excess of $250,000 its Subsidiaries (other than propane supply agreements delivered in non-exclusive licenses granted by the Ordinary Course); (xiii) contract Company or group any of related contracts with the same party for the sale of products or services under which the undelivered balance of such products or services has a sales price in excess of $250,000 (other than sale orders received its Subsidiaries in the ordinary course of businessbusiness according to the Company’s standard form license agreement); (xivix) contract Contract which limits or prohibits the Company or any of its Subsidiaries from competing or freely engaging in business anywhere in the United Statesworld; (xvx) (A) a partnershipjoint venture, joint venture partnership or other similar contract; (xvi) a collective bargaining or other collective labor contract; (xvii) a written (or agreement related to the Company’s Knowledge, material oral) contract with creation or development of Intellectual Property by or for the Company or any of its officersSubsidiaries, directorsor (B) Contract providing for the assignment, managersownership, partners, shareholders creation or members, development of any Intellectual Property that are material to the operation of the Business; (xi) (A) Contract that limits the freedom or right of the Company or any of their respective affiliatesits Subsidiaries to use Intellectual Property or to distribute or provide Company Services, (B) any settlement contract, consent-to-use or settlement agreement relating to Intellectual Property, or (C) any Contract granting any exclusive rights to any Third Party with respect to the Company Services or Intellectual Property owned by the Company; (xii) Contract with a term of more than six (6) months which is not terminable by it upon less than sixty (60) days’ notice without penalty or additional liability and involves payments in excess of $200,000 annually; or (xviiixiii) any other Contract which involves a contract not made consideration in the Ordinary Courseexcess of $750,000 annually. (b) The Buyer either Company has been supplied with, delivered or has been given access to, a made available to the Purchaser true and correct copy copies of all written contracts which Contracts and plans and an accurate description of all oral arrangements or Contracts that are referred required to be set forth on the Disclosure SchedulesSchedule 3.09(a), together with all material amendments, waivers or other changes thereto. Each such contract is in full force and effect, is valid, binding and enforceable in accordance with its terms, and embodies the complete understanding between the parties thereto with respect to the subject matter thereof. (c) Neither Except as set forth on Schedule 3.09(c) and to the Company’s knowledge, (i) each of the Company and its Subsidiaries has performed in all material respects all material obligations required to be performed by it and is not in material default under, in material breach of, nor in receipt of any other Person is written Claim of material default or material breach under, any Material Contract; (ii) no event has occurred which, with the passage of time or the giving of notice or both, would result in a material default in or material breach by the Company or any material respect of its Subsidiaries under any contract listed on Material Contract; and (iii) as of the Disclosure Schedules. The date hereof, to the knowledge of the Company has not received any written there is no material breach or threatened material breach by (or non-ordinary course notice of non-renewal or termination from (other than any automatic non-renewals or terminations in accordance with such Material Contract’s terms)) the other parties to any Material Contract. Except for those that have terminated or expired in accordance with their terms, all of the Contracts and plans set forth on Schedule 3.09(a) or required to be set forth on Schedule 3.09(a) (collectively, the “Material Contracts”) are valid and in full force and effect and constitute legal, valid and binding obligations of the Company or such Subsidiary, and are enforceable against the Company or such Subsidiary in accordance with their respective terms, and, to the Company’s Knowledge, material oral) notice that any Person intends to cancelconstitute legal, modify or terminate any contract listed on the Disclosure Schedules, other than in the Ordinary Course. (d) Section 5.09 valid and binding obligations of the Disclosure Schedule identifies with an asterisk (“*”) each contract set forth therein that requires the consent of or notice to the other party thereto to avoid any breachor parties thereto, default enforceable against such party or violation parties in accordance with their respective terms, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights and general principles of such contract in connection with equity affecting the transactions contemplated herebyavailability of specific performance and other equitable remedies.

Contracts and Commitments. (i) Except as expressly contemplated by this Agreement or as set forth on the attached "Contracts Schedule" or the attached "Employee Benefits Schedule," neither the Company nor any Subsidiary is a party to or bound by any written or oral: (a) Except pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to the extent the following representations relate to Indebtedness which is paid off employees or terminated at the Closing the Company is not a party to any: (i) agreement relating to any completed business acquisition other employee benefit plan or divestiture by the Company within the last two years; (ii) arrangement, or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrangements; (iiib) written (or to the Company’s Knowledge, material oral) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 5.13 or the Disclosure Schedules relating thereto; (iv) stock purchase, stock option or similar plan; (v) written contract for the employment of any officer, individual employee or other person Person on a full time full-time, part-time, consulting or consulting basis; other basis providing annual compensation in excess of $250,000 or contract relating to loans to officers, directors or Affiliates; (vic) contract under which the Company or Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $250,000; (d) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any portion material asset or material group of assets of the Company’s assets other than Permitted Liens; Company and its Subsidiaries; (viie) guaranty guarantee of any obligation for borrowed money or other material guaranty; in excess of $100,000; (viiif) lease or agreement under which it the Company or any Subsidiary is lessee of, of or holds or operates any personal property property, real or personal, owned by any other party, except for any lease of personal property under which the aggregate annual rental exceeds payments do not exceed $250,000; 100,000; (ix) contract that grants or confers any easement or mineral rights or other material encumbrances or liabilities upon, or otherwise with respect to, any real property owned or leased by it; (xg) lease or agreement under which it the Company or any Subsidiary is lessor of, of or permits any third party to hold or operate any real property; (xi) lease or agreement under which it is lessor of, or permits any third party to hold or operate any personal material property, for which real or personal, owned or controlled by the annual rental exceeds $250,000; Company or any Subsidiary; (xiih) contract or group of related contracts with the same party for or group of affiliated parties the purchase performance of which involves consideration in excess of $5,000,000; (i) assignment, license, indemnification or agreement with respect to any material intangible property (including, without limitation, any Intellectual Property); (j) warranty agreement with respect to its services rendered or its products sold or servicesleased pursuant to which it has incurred during either of the last two calendar years, or expects to incur in any future calendar year, expenses in excess of $100,000; (k) agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (l) sales, distribution or franchise agreement; (m) agreement with a term of more than six months which is not terminable by the undelivered balance Company or any Subsidiary upon less than 30 days notice without a penalty in excess of such products $200,000, except as otherwise disclosed on the Contract Schedule; (n) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or (o) any other agreement which is material to its operations and services has business prospects or involves a selling price consideration in excess of $250,000 (other than propane supply agreements delivered in the Ordinary Course); (xiii) contract or group of related contracts with the same party for the sale of products or services under which the undelivered balance of such products or services has a sales price in excess of $250,000 (other than sale orders received in the ordinary course of business); (xiv) contract which prohibits the Company from freely engaging in business anywhere in the United States; (xv) a partnership, joint venture or other similar contract; (xvi) a collective bargaining or other collective labor contract; (xvii) a written (or to the Company’s Knowledge, material oral) contract with any of its officers, directors, managers, partners, shareholders or members, or any of their respective affiliates; or (xviii) a contract not made in the Ordinary Courseannually. (bii) The Buyer either has been supplied withAll of the contracts, or has been given access to, a true agreements and correct copy of all written contracts which are referred to instruments set forth on the Disclosure Schedules, together with all amendments, waivers or other changes thereto. Each such contract is in full force and effect, is Contracts Schedule are valid, binding and enforceable in accordance with its their respective terms. The Company and each Subsidiary have performed all material obligations required to be performed by them and are not in default under or in breach of nor in receipt of any claim of default or breach under any material contract, and embodies agreement or instrument to which the complete understanding between Company or any Subsidiary is subject; no event has occurred which with the parties thereto with respect passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or any Subsidiary under any material contract, agreement or instrument to which the subject matter thereof. (c) Neither Company or any Subsidiary is subject; neither the Company nor any Subsidiary has any present expectation or intention of not fully performing all such obligations; neither the Company nor any Subsidiary has knowledge of any breach or anticipated breach by the other Person is in default in parties to any material respect under contract, agreement, instrument or commitment to which it is a party; and neither the Company nor any Subsidiary is a party to any materially adverse contract listed on the Disclosure Schedules. The Company has not received any written (or to the Company’s Knowledge, material oral) notice that any Person intends to cancel, modify or terminate any contract listed on the Disclosure Schedules, other than in the Ordinary Coursecommitment. (d) Section 5.09 of the Disclosure Schedule identifies with an asterisk (“*”) each contract set forth therein that requires the consent of or notice to the other party thereto to avoid any breach, default or violation of such contract in connection with the transactions contemplated hereby.

Contracts and Commitments. (a) Except to the extent the following representations relate to Indebtedness for contracts with clients, physicians and health care service providers which is paid off or terminated at the Closing the involve individually less than $250,000 annually, no Acquired Company is not a party to any: or bound by any written or oral: (i) agreement relating to any completed business acquisition or divestiture by the Company within the last two years; (ii) collective bargaining agreement or contract with any labor union; (iii) written (or to the Company’s Knowledge, material oral) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 5.13 or the Disclosure Schedules relating thereto; (iv) stock purchase, stock option or similar plan; (v) written contract for the employment of any officer, individual employee or other person Person on a full time full-time, part-time, consulting or consulting basis; other basis providing annual compensation in excess of $150,000 or contract relating to loans to officers, directors or Affiliates of such Acquired Company; (viii) contract under which the Acquired Companies have advanced or loaned any other Person amounts in the aggregate exceeding $25,000, other than trade credit and advances of independent contractor payments extended in the Ordinary Course of Business; (iii) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness in excess of $1,000,000 or the mortgaging, pledging or otherwise placing a Lien on any portion material asset or group of assets of the Company’s assets other than Permitted Liens; Acquired Companies; (viiiv) guaranty of any obligation for borrowed money or other material guaranty; in excess of $1,000,000; (viiiv) lease or agreement under which it any Acquired Company is the lessee of, of or holds or operates any personal property owned by any other party, except for any lease or agreement for personal property under which the aggregate annual rental exceeds payments do not exceed $250,000; 100,000; (ix) contract that grants or confers any easement or mineral rights or other material encumbrances or liabilities upon, or otherwise with respect to, any real property owned or leased by it; (xvi) lease or agreement under which it any Acquired Company is the lessor of, of or permits any third party to hold or operate any real property; (xi) lease or agreement under which it is lessor of, or permits any third party to hold or operate any personal property, for which the annual rental exceeds $250,000; real or personal, owned or controlled by any Acquired Company; (xiivii) contract or group of related contracts (excluding purchase orders issued or received in the Ordinary Course of Business) with the same party for or group of affiliated parties the purchase performance of products which involves consideration in excess of $250,000; (viii) assignment, license, indemnification or servicesagreement with respect to any intangible property (including, under without limitation, any Proprietary Rights); (ix) distribution or franchise agreement; (x) agreement with a term of more than six months, which is not terminable by the undelivered balance Acquired Companies upon less than 90 days notice without penalty or which involves more than $250,000 annually; (xi) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or (xii) any other agreement, entered into other than in the Ordinary Course of such products Business, which is material to its operations and services has business prospects or involves a selling price consideration in excess of $250,000 (other than propane supply agreements delivered in the Ordinary Course); (xiii) contract or group of related contracts with the same party for the sale of products or services under which the undelivered balance of such products or services has a sales price in excess of $250,000 (other than sale orders received in the ordinary course of business); (xiv) contract which prohibits the Company from freely engaging in business anywhere in the United States; (xv) a partnership, joint venture or other similar contract; (xvi) a collective bargaining or other collective labor contract; (xvii) a written (or to the Company’s Knowledge, material oral) contract with any of its officers, directors, managers, partners, shareholders or members, or any of their respective affiliates; or (xviii) a contract not made in the Ordinary Courseannually. (b) All of the contracts, agreements and instruments set forth on the Contracts Schedule included in the Disclosure Letter, and all contracts with clients, physicians and health care service providers of the Acquired Companies, are valid, binding and enforceable in accordance with their respective 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. Each Acquired Company has performed all material obligations required to be performed by it and is not in default under or in breach of nor in receipt of any claim of default or breach under any such contract, agreement or instrument other than defaults which would not result in a Material Adverse Effect. No event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or, to the Parent's knowledge, any other party under any such contract, agreement or instrument other than such defaults, breaches and events of noncompliance as would not result in a Material Adverse Effect. No Acquired Company has received written notice of the intention of any Party to cancel or terminate any contract, agreement or instrument required to be set forth on the Contracts Schedule included in the Disclosure Letter and, to the Parent's knowledge, there has not been any breach or anticipated breach by the other parties to any such contract, agreement or instrument. (c) The Buyer either Existing Stockholder has been supplied provided the Purchaser with, or has been given provided the Purchaser with access to, a true and correct copy of all written contracts which are referred required to be disclosed on the Contracts Schedule included in the Disclosure SchedulesLetter, in each case together with all amendments, waivers waivers, or other changes thereto. Each such contract is in full force and effect, is valid, binding and enforceable in accordance with its terms, and embodies the complete understanding between the parties thereto with respect to the subject matter thereof. (c) Neither the Company nor any other Person is in default in any material respect under any contract listed all of which are disclosed on the Contracts Schedule included in the Disclosure SchedulesLetter). The Company has not received any Contracts Schedule included in the Disclosure Letter contains an accurate and complete description of all material terms of all oral contracts referred to therein (unless the oral agreement is to extend a terminated or expired written (or to the Company’s Knowledge, material oral) notice that any Person intends to cancel, modify or terminate any contract listed substantially on the Disclosure Schedules, other than in the Ordinary Course. (d) Section 5.09 of the Disclosure Schedule identifies with an asterisk (“*”) each contract set forth therein that requires the consent of or notice to the other party thereto to avoid any breach, default or violation same terms of such contract in connection with the transactions contemplated herebycontract).

Contracts and Commitments. (i) Except as expressly contemplated by this Agreement or as set forth on the attached "Contracts Schedule" or the attached "Employee Benefits Schedule," neither the Company nor any Subsidiary is a party to or bound by any written or oral: (a) Except pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to the extent the following representations relate to Indebtedness which is paid off employees or terminated at the Closing the Company is not a party to any: (i) agreement relating to any completed business acquisition other employee benefit plan or divestiture by the Company within the last two years; (ii) arrangement, or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrangements; (iiib) written (or to the Company’s Knowledge, material oral) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 5.13 or the Disclosure Schedules relating thereto; (iv) stock purchase, stock option or similar plan; (v) written contract for the employment of any officer, individual employee or other person Person on a full time full-time, part-time, consulting or consulting basis; other basis providing annual compensation in excess of $75,000 or contract relating to loans to officers, directors or Affiliates; (vic) contract under which the Company or Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $100,000; (d) agreement or indenture relating to the borrowing of borrowed money or to other Debt or the mortgaging, pledging or otherwise placing a Lien on any portion material asset or material group of assets of the Company and its Subsidiaries; (e) guarantee of any obligation in excess of $100,000 (other than by the Company of a Wholly-Owned Subsidiary's debts or a guarantee by a Subsidiary of the Company’s assets other than Permitted Liens; 's debts or another Subsidiary's debts); (vii) guaranty of any obligation for borrowed money or other material guaranty; (viiif) lease or agreement under which it the Company or any Subsidiary is lessee of, of or holds or operates any personal property property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $250,000; 100,000; (ix) contract that grants or confers any easement or mineral rights or other material encumbrances or liabilities upon, or otherwise with respect to, any real property owned or leased by it; (xg) lease or agreement under which it the Company or any Subsidiary is lessor of, of or permits any third party to hold or operate any property, real property; or personal, owned or controlled by the Company or any Subsidiary; (xih) lease assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any Intellectual Property); (i) warranty agreement with respect to its services rendered or its products sold or leased; (j) agreement under which it is lessor ofhas granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (k) sales, distribution or franchise agreement; (l) contract, agreement or other arrangement with any officer, director, stockholder, employee or Affiliate, or permits any third party to hold Affiliate of any officer, director, stockholder or operate employee; (m) contract or agreement prohibiting it from freely engaging in any personal property, for which business or competing anywhere in the annual rental exceeds $250,000world; or (xiin) contract or group of related contracts with the same party for or group of affiliated parties the purchase performance of products or services, under which the undelivered balance of such products and services has a selling price involves consideration in excess of $250,000 (other 200,000; or agreement with a term of more than propane supply agreements delivered in the Ordinary Course); (xiii) contract or group of related contracts with the same party for the sale of products or services under six months which the undelivered balance of such products or services has a sales price in excess of $250,000 (other than sale orders received in the ordinary course of business); (xiv) contract which prohibits is not terminable by the Company from freely engaging in business anywhere in the United States; (xv) a partnership, joint venture or other similar contract; (xvi) a collective bargaining or other collective labor contract; (xvii) a written (or to the Company’s Knowledge, material oral) contract with any of its officers, directors, managers, partners, shareholders or members, or any of their respective affiliates; or (xviii) a contract not made in the Ordinary CourseSubsidiary upon less than 30 days notice without penalty. (bii) The Buyer either has been supplied withAll of the contracts, or has been given access to, a true agreements and correct copy of all written contracts which are referred to instruments set forth on the Disclosure Schedules, together with all amendments, waivers or other changes thereto. Each such contract is in full force and effect, is Contracts Schedule are valid, binding and enforceable in accordance with its termstheir respective terms in all material respects. The Company and each Subsidiary have performed all material obligations required to be performed by them and are not in default under or in breach of nor in receipt of any claim of default or breach under any material contract, and embodies agreement or instrument to which the complete understanding between Company or any Subsidiary is subject; no event has occurred which with the parties thereto with respect passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or any Subsidiary under any material contract, agreement or instrument to which the Company or any Subsidiary is subject matter thereof. (c) Neither and; neither the Company nor any Subsidiary has any present expectation or intention of not fully performing all such obligations; neither the Company nor any Subsidiary has knowledge of any breach or anticipated breach by the other Person is in default in parties to any material respect under any contract listed on the Disclosure Schedules. The Company has not received any written (contract, agreement, instrument or commitment to the Company’s Knowledge, material oral) notice that any Person intends to cancel, modify or terminate any contract listed on the Disclosure Schedules, other than in the Ordinary Coursewhich it is a party. (d) Section 5.09 of the Disclosure Schedule identifies with an asterisk (“*”) each contract set forth therein that requires the consent of or notice to the other party thereto to avoid any breach, default or violation of such contract in connection with the transactions contemplated hereby.

Contracts and Commitments. (a) Except The Seller has previously delivered to the extent Purchaser true, correct and complete copies of any and all of the following representations relate contracts or commitments to Indebtedness which is paid off or terminated at the Closing the Company is not a party to any: party: (i) agreement relating to any completed business acquisition current contract with, or divestiture by the Company within the last two years; proposal to, customers involving an amount exceeding FFr230,000 (excluding VAT); (ii) any subcontracting, sales agency, or distribution agreement involving an amount exceeding Ffr230,000 (excluding VAT); (iii) any partnership, cooperation, interest grouping, or joint venture agreement; (iv) any mortgage or other security agreement; (v) any guaranty or suretyship, indemnification or contribution agreement or performance bond; (vi) the applicable collective bargaining agreement or contract with any labor union; (iii) written (or to the Company’s Knowledge, material oral) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 5.13 or the Disclosure Schedules relating thereto; (iv) stock purchase, stock option or similar plan; (v) written contract for the employment of any officer, employee or other person on a full time or consulting basis; (vi) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien on any portion and internal rules of the Company’s assets other than Permitted Liens; ; (vii) guaranty of any debt instrument, loan agreement or other obligation relating to indebtedness for borrowed money or other material guaranty; money borrowed from or lent or to be lent to another involving an amount exceeding FFr230,000 (excluding VAT); (viii) any real estate lease (bail) or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $250,000; business lease (location gerance); (ix) contract that grants or confers any easement or mineral rights or other material encumbrances or liabilities upon, or otherwise with respect to, agreement between the Company and any real property owned or leased by it; "Interested Person" (as defined in Section 2.24); (x) lease any agreement involving the Company in which any "Interested Person" (as defined in Section 2.24), though not a party, has a direct or agreement under which it is lessor of, or permits any third party to hold or operate any real property; indirect interest (xi) lease any agreement for the acquisition of services, supplies, equipment or agreement under which it is lessor of, or permits any third party to hold or operate any personal property, for which other tangible assets and involving more than FFr230,000 (excluding VAT) in the annual rental exceeds $250,000; aggregate; (xii) any license, royalty agreement, or other agreement relating to Intellectual Property; (xiii) any other contract or group of related contracts with the same party for the purchase of products arrangement that either involves an unpaid amount or services, under which the undelivered balance of such products and services has a selling price unperformed service in excess of $250,000 Ffr230,000 (excluding VAT) or terminates more than one year after the Closing Date; (xiv) any insurance policy; (xv) any agreement limiting or restricting in any way the Company's ability to engage or pursue any part of its business or any other than propane supply agreements delivered in commercial activity, or prohibiting the Ordinary Course); Company from competing with any other person; (xiiixvi) contract any other agreement or group of related contracts with the same party for the sale of products or services under which the undelivered balance of such products or services has a sales price in excess of $250,000 (other than sale orders received commitment not made in the ordinary course of business); (xiv) contract which prohibits the Company from freely engaging in business anywhere in the United States; (xv) a partnership, joint venture or other similar contract; (xvi) a collective bargaining or other collective labor contract; (xvii) a written (or and/or that is material to the Company’s Knowledge, material oral) contract with any of its officers, directors, managers, partners, shareholders Companys business or members, or any of their respective affiliates; or (xviii) a contract not made in the Ordinary Coursefinancial condition. (b) The 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 Disclosure Schedules, together with all amendments, waivers or other changes thereto. Each such contract is in full force and effect, is valid, binding and enforceable in accordance with its terms, and embodies the complete understanding between the parties thereto with respect to the subject matter thereof. (c) Neither the Company nor any other Person is in default in any material respect under any contract listed on the Disclosure Schedules. The Company has not received any written (or to the Company’s Knowledge, material oral) notice that any Person intends to cancel, modify or terminate any contract listed on the Disclosure Schedules, other than in the Ordinary Course. (d) Section 5.09 of the Disclosure Schedule identifies with an asterisk (“*”) each contract set forth therein that requires the consent of or notice to the other party thereto to avoid any breach, default or violation of such contract in connection with the transactions contemplated hereby.

Contracts and Commitments. (a) Except to as expressly contemplated by this Agreement or any Related Documents or as set forth on Item 4.16 of the extent Disclosure Schedule, as of the following representations relate to Indebtedness which date of this Agreement, neither Crown nor any of its Subsidiaries is paid off or terminated at the Closing the Company is not a party to any: any written or oral agreement (all items set forth thereon are referred to as "Material Agreements"): (i) agreement relating pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any completed business acquisition other employee benefit plan or divestiture by the Company within the last two years; (ii) collective bargaining agreement arrangement, or any contract with any labor union; , or any severance agreements; (iiiii) written (or to the Company’s Knowledge, material oral) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 5.13 or the Disclosure Schedules relating thereto; (iv) stock purchase, stock option or similar plan; (v) written contract for the employment of any officer, individual employee or other person Person on a full time full-time, part-time, consulting or consulting basis; other basis providing annual compensation in excess of $100,000 or contract relating to loans to officers, directors, shareholders or Affiliates; (viiii) contract under which it has advanced or loaned any other Person amounts in the aggregate exceeding $100,000; (iv) agreement or indenture relating to the borrowing of money or to the mortgaging, pledging or otherwise placing a Lien an Encumbrance on any portion material asset or material group of the Company’s assets other than Permitted Liens; assets; (viiv) guaranty guarantee of any obligation for borrowed money obligation; (vi) lease, sublease, license or other material guaranty; (viii) lease or agreement under which it is lessee ofor sublessee or licensee of or holds, or holds uses, occupies or operates any personal property property, real or personal, owned by any other party, except for any such agreement relating to real or personal property under which the aggregate annual rental exceeds payments do not exceed $250,000; 100,000; (ixvii) contract that grants or confers any easement or mineral rights lease, sublease, license or other material encumbrances or liabilities upon, or otherwise with respect to, any real property owned or leased by it; (x) lease or agreement under which it is lessor of, or sublessor or licensor of or permits any third party to hold hold, use, occupy or operate any property, real property; or personal, owned or controlled by it in excess of $100,000; (xiviii) lease assignment, license or indemnification with respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential information); (ix) warranty agreement with respect to its services rendered or its products sold or leased; (x) agreement under which it is lessor ofhas granted any Person any registration rights or similar rights (including piggyback rights) or co-sale or similar rights in respect of any of its securities; (xi) sales, distribution or permits any third party to hold or operate any personal property, for which the annual rental exceeds $250,000; (xii) contract or group of related contracts with the same party for the purchase of products or services, under which the undelivered balance of such products and services has a selling price franchise agreements involving amounts in excess of $250,000 100,000; (other xii) agreement with a term of more than propane supply agreements delivered six months which is not terminable by it upon less than 30 days' notice without penalty involving amounts in the Ordinary Course); excess of $100,000; (xiii) contract or group agreement prohibiting it or materially restricting it from freely engaging in any business or competing anywhere in the world; (xiv) contract, agreement or other arrangement, including, without limitation, any stockholders or voting agreement, voting trust or similar arrangement with respect to any of related contracts its Interests with the same party for the sale any officer, director, employee, or holder of products Interests; (xv) joint venture, partnership or services under similar agreement involving a sharing of profits or expenses; or (xvi) any other agreement which the undelivered balance of such products is material to its operations and business prospects or services has involves a sales price consideration in excess of $250,000 (other than sale orders received in the ordinary course of business); (xiv) contract which prohibits the Company from freely engaging in business anywhere in the United States; (xv) a partnership, joint venture or other similar contract; (xvi) a collective bargaining or other collective labor contract; (xvii) a written (or to the Company’s Knowledge, material oral) contract with any of its officers, directors, managers, partners, shareholders or members, or any of their respective affiliates; or (xviii) a contract not made in the Ordinary Course100,000 annually. (b) The Buyer either has been supplied with, or has been given access to, a true True and correct copy complete copies of all written contracts which are referred Material Agreements, and accurate and complete summaries of the material terms of all oral Material Agreements, have been made available to ▇▇▇▇▇▇ or its counsel. Except as set forth on Item 4.16 of the Disclosure SchedulesSchedule, together with or where the failure would not have a Material Adverse Effect on Crown, all amendments, waivers or other changes thereto. Each of the Material Agreements set forth on such contract is Item 4.16 are in full force and effect, is effect and are valid, binding and enforceable against Crown and each of its Subsidiaries in accordance with its their respective terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and embodies the complete understanding between the parties thereto with respect other similar laws relating to the subject matter thereof. or affecting creditors' rights generally and (cii) Neither the Company general equitable principles (whether considered in a proceeding in equity or at law). Each of Crown and each of its Subsidiaries has performed all material obligations required to be performed by it under such Material Agreements and neither Crown nor any other Person of its Subsidiaries is in default under or in breach of, nor is any material respect of them in receipt of any claim of default or breach under, nor does any of them have knowledge of any event which, with the passing of time, the giving of notice, or both would constitute a breach or default under any contract listed such Material Agreement to which it is subject which would reasonably be expected to have a Material Adverse Effect on the Disclosure Schedules. The Company Crown; neither Crown nor any of its Subsidiaries has not received any written (knowledge of any breach or to the Company’s Knowledge, material oral) notice that any Person intends to cancel, modify or terminate any contract listed on the Disclosure Schedules, other than in the Ordinary Course. (d) Section 5.09 of the Disclosure Schedule identifies with an asterisk (“*”) each contract set forth therein that requires the consent of or notice to anticipated breach by the other parties to any Material Agreement to which it is a party thereto which would be reasonably expected to avoid any breach, default or violation of such contract in connection with the transactions contemplated herebyhave a Material Adverse Effect on Crown.

Contracts and Commitments. (a) Except to for the extent contracts or other agreements listed on the following representations relate to Indebtedness which attached Schedule 3.12, none of the Companies nor any of their Subsidiaries is paid off or terminated at the Closing the Company is not a party to any: or bound by any written or oral: (i) agreement relating pension, profit sharing, stock option, 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 completed business acquisition other employee benefit plan or divestiture by the Company within the last two years; (ii) arrangement, or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrangements; (iiiii) written (or to the Company’s Knowledge, material oral) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 5.13 or the Disclosure Schedules relating thereto; (iv) stock purchase, stock option or similar plan; (v) written contract for the employment of any officer, individual employee or other person Person on a full time full-time, part-time, consulting or consulting basis; other basis or relating to loans to officers, directors or Affiliates; (viiii) contract under which either Company or any of their respective Subsidiaries has advanced or loaned any other Person amounts in the aggregate exceeding $10,000; (iv) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any portion material asset or group of the Company’s assets other than Permitted Liens; of either Company or any of their Subsidiaries; (viiv) guaranty of any obligation for borrowed money or other material guaranty; Guaranty; (viiivi) lease or agreement under which it either Company or any of their Subsidiaries is lessee of, of or holds or operates any personal property property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $250,000; 25,000; (ix) contract that grants or confers any easement or mineral rights or other material encumbrances or liabilities upon, or otherwise with respect to, any real property owned or leased by it; (xvii) lease or agreement under which it either Company or any of their Subsidiaries is lessor of, of or permits any third party to hold or operate any real property; (xi) lease or agreement under which it is lessor of, or permits any third party to hold or operate any personal property, for which the annual rental exceeds $250,000; real or personal, owned or controlled either Company or any of their Subsidiaries; (xiiviii) contract or group of related contracts with the same party for or group of affiliated parties, the purchase performance of products or services, under which involves consideration in the undelivered balance of such products and services has a selling price aggregate in excess of $250,000 (100,000 annually, other than propane supply agreements delivered in the Ordinary Course); (xiii) contract or group of related contracts with the same party for the sale of products or services under which the undelivered balance of such products or services has a purchase and sales price in excess of $250,000 (other than sale orders received incurred in the ordinary course of business); ; (xivix) contract which prohibits the assignment, license, indemnification or agreement with respect to any intangible property (including any Intellectual Property Rights) granted or made to either Company from freely engaging in business anywhere in the United States; (xv) a partnership, joint venture or other similar contract; (xvi) a collective bargaining or other collective labor contract; (xvii) a written (or to the Company’s Knowledge, material oral) contract with any of its officers, directors, managers, partners, shareholders or members, or any of their respective affiliates; Subsidiaries, or granted or made by either Company or any of their respective Subsidiaries to third parties, except licenses to the Companies or any of their Subsidiaries of commercially available, unmodified, “off the shelf” software used solely for the Companies’ and their Subsidiaries’ own internal use for an aggregate fee, royalty or other consideration for any such software or group of related software licenses of no more than $10,000; (xviiix) warranty agreement with respect to its services rendered or its products sold or leased; (xi) sales, distribution, manufacturing, supply or franchise agreement; (xii) agreement with a term of more than six months which is not terminable by the Companies or any of their Subsidiaries upon less than 30 days’ notice without penalty and involves a consideration in excess of $100,000 annually or $10,000 per month; (xiii) contract not made regarding voting, transfer or other arrangements related to either of the Companies’ or any Subsidiary’s Equity Interests or warrants, options or other rights to acquire any Equity Interests of either of the Companies or any of their Subsidiaries; (xiv) contract or agreement regarding any material indemnification provided to or by either of the Companies or any of their respective Subsidiaries, including any contract regarding any indemnification provided with respect to Environmental and Safety Requirements; (xv) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the Ordinary Courseworld; or (xvi) any other agreement which is material to its operations and business prospects or involves a consideration in excess of $100,000 annually. (b) The All of the contracts, leases, agreements and instruments set forth or required to be set forth on Schedule 3.12 are valid, binding and enforceable in accordance with their respective terms, and shall be in full force and effect without penalty in accordance with their terms upon consummation of the transactions contemplated hereby. Except as set forth on Schedule 3.12, (i) each of the Companies and each of their respective Subsidiaries has performed all obligations required to be performed by it and is not in default under or in breach of nor in receipt of any claim of default or breach under any contract, lease, agreement or instrument to which either of the Companies or any of their Subsidiaries is subject; (ii) to the Knowledge of the Companies, 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 either Company or any of their Subsidiaries under any contract, lease, agreement or instrument to which either Company or any of their Subsidiaries is subject; (iii) neither the Companies nor any of their Subsidiaries has any present expectation or intention of not fully performing all such obligations; and (iv) the Companies do not have Knowledge of any breach or anticipated breach by the other parties to any contract, lease, agreement, instrument or commitment to which either of them or any of their Subsidiaries are parties. There are no renegotiations of, attempts or requests to renegotiate or outstanding rights to renegotiate, any terms of any of the agreements and instruments set forth or required to be set forth on Schedule 3.12. (c) Buyer either has been supplied with, or has been given access to, with a true and correct copy of all each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Disclosure Schedulesattached Schedule 3.12, together with all amendments, waivers or other changes thereto. Each such contract is in full force and effect, is valid, binding and enforceable in accordance with its terms, and embodies the complete understanding between the parties thereto with respect to the subject matter thereof. (c) Neither the Company nor any other Person is in default in any material respect under any contract listed on the Disclosure Schedules. The Company has not received any written (or to the Company’s Knowledge, material oral) notice that any Person intends to cancel, modify or terminate any contract listed on the Disclosure Schedules, other than in the Ordinary Course. (d) Section 5.09 of the Disclosure Schedule identifies with an asterisk (“*”) each contract set forth therein that requires the consent of or notice to the other party thereto to avoid any breach, default or violation of such contract in connection with the transactions contemplated hereby.

Contracts and Commitments. (i) Except as expressly contemplated by this Agreement or as set forth on the attached "Contracts Schedule" or the attached "Employee Benefits Schedule," neither the Company nor any Subsidiary is a party to or bound by any written or oral: (a) Except pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to the extent the following representations relate to Indebtedness which is paid off employees or terminated at the Closing the Company is not a party to any: (i) agreement relating to any completed business acquisition other employee benefit plan or divestiture by the Company within the last two years; (ii) arrangement, or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrange ments; (iiib) written (or to the Company’s Knowledge, material oral) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 5.13 or the Disclosure Schedules relating thereto; (iv) stock purchase, stock option or similar plan; (v) written contract for the employment of any officer, individual employee or other person Person on a full time full-time, part-time, consulting or consulting basis; other basis providing annual compensation in excess of $50,000 or contract relating to loans to officers, directors or Affiliates; (vic) contract under which the Company or Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $50,000; (d) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any portion material asset or material group of assets of the Company’s assets other than Permitted Liens; Company and its Subsidiaries; (viie) guaranty guarantee of any obligation for borrowed money or other material guaranty; obligation; (viiif) lease or agreement under which it the Company or any Subsidiary is lessee of, of or holds or operates any personal property property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $250,000; 50,000; (ix) contract that grants or confers any easement or mineral rights or other material encumbrances or liabilities upon, or otherwise with respect to, any real property owned or leased by it; (xg) lease or agreement under which it the Company or any Subsidiary is lessor of, of or permits any third party to hold or operate any real property; (xi) lease or agreement under which it is lessor of, or permits any third party to hold or operate any personal property, for which real or personal, owned or controlled by the annual rental exceeds $250,000; Company or any Subsidiary; (xiih) contract or group of related contracts with the same party for or group of affiliated parties the purchase performance of products or services, under which the undelivered balance of such products and services has a selling price involves consideration in excess of $250,000 100,000; (other i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any Intellectual Property); (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (l) sales, distribution or franchise agreement; (m) material agreement with a term of more than propane supply agreements delivered in six months which is not terminable by the Ordinary Course); Company or any Subsidiary upon less than 30 days notice without penalty; (xiiin) contract or group of related contracts with the same party for the sale of products or services under which the undelivered balance of such products or services has a sales price in excess of $250,000 (other than sale orders received in the ordinary course of business); (xiv) contract which prohibits the Company agreement prohibiting it from freely engaging in any business or competing anywhere in the United Statesworld; or (xvo) a partnership, joint venture any other agreement which is material to its operations or other similar contract; (xvi) a collective bargaining or other collective labor contract; (xvii) a written (or relating to the Company’s Knowledge, material oral) contract with any acquisition of its officers, directors, managers, partners, shareholders or members, or any of their respective affiliates; or (xviii) a contract not made in the Ordinary Courseadditional properties. (bii) All of the contracts, agreements and instruments set forth on the Contracts Schedule are valid, binding and enforceable in accordance with their respective terms. The Company and each Subsidiary have performed all material obligations required to be performed by them on or prior to the date of this Agreement and are not in default under or in breach of nor in receipt of any claim of default or breach under any material contract, agreement or instrument to which the Company or any Subsidiary is subject; no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or any Subsidiary under any material contract, agreement or instrument to which the Company or any Subsidiary is subject; neither the Company nor any Subsidiary has any present expectation or intention of not fully performing all such material obligations; and neither the Company nor any Subsidiary has knowledge of any breach or anticipated breach by the other parties to any material contract, agreement, instrument or commitment to which it is a party. (iii) The Buyer either Company has been supplied with, delivered or has been given access to, made available to the Purchasers' special counsel a true and correct copy of all each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Disclosure SchedulesContracts Schedule, together with all amendments, waivers or other changes thereto. Each such contract is in full force and effect, is valid, binding and enforceable in accordance with its terms, and embodies the complete understanding between the parties thereto with respect to the subject matter thereof. (c) Neither the Company nor any other Person is in default in any material respect under any contract listed on the Disclosure Schedules. The Company has not received any written (or to the Company’s Knowledge, material oral) notice that any Person intends to cancel, modify or terminate any contract listed on the Disclosure Schedules, other than in the Ordinary Course. (d) Section 5.09 of the Disclosure Schedule identifies with an asterisk (“*”) each contract set forth therein that requires the consent of or notice to the other party thereto to avoid any breach, default or violation of such contract in connection with the transactions contemplated hereby.

Contracts and Commitments. 4.12.1. Except as expressly contemplated by this Agreement or as set forth on the attached "Contracts Schedule" or the attached "Employee Benefits Schedule," neither the Company nor any Subsidiary is a party to or bound by any written or oral: (a) Except pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to the extent the following representations relate to Indebtedness which is paid off employees or terminated at the Closing the Company is not a party to any: (i) agreement relating to any completed business acquisition other employee benefit plan or divestiture by the Company within the last two years; (ii) arrangement, or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrangements; (iiib) written (or to the Company’s Knowledge, material oral) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 5.13 or the Disclosure Schedules relating thereto; (iv) stock purchase, stock option or similar plan; (v) written contract for the employment of any officer, individual employee or other person Person on a full time full-time, part-time, consulting or consulting basis; other basis providing annual compensation in excess of $75,000 or contract relating to loans to officers, directors or Affiliates; (vic) contract under which the Company or Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $100,000; (d) agreement or indenture relating to the borrowing of borrowed money or to other Debt or the mortgaging, pledging or otherwise placing a Lien on any portion material asset or material group of assets of the Company and its Subsidiaries; (e) guarantee of any obligation in excess of $100,000 (other than by the Company of a Wholly-Owned Subsidiary's debts or a guarantee by a Subsidiary of the Company’s assets other than Permitted Liens; 's debts or another Subsidiary's debts); (vii) guaranty of any obligation for borrowed money or other material guaranty; (viiif) lease or agreement under which it the Company or any Subsidiary is lessee of, of or holds or operates any personal property property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $250,000; 100,000; (ix) contract that grants or confers any easement or mineral rights or other material encumbrances or liabilities upon, or otherwise with respect to, any real property owned or leased by it; (xg) lease or agreement under which it the Company or any Subsidiary is lessor of, of or permits any third party to hold or operate any property, real property; or personal, owned or controlled by the Company or any Subsidiary; (xih) lease assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any Intellectual Property); (i) warranty agreement with respect to its services rendered or its products sold or leased; (j) agreement under which it is lessor ofhas granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (k) sales, distribution or franchise agreement; (l) contract, agreement or other arrangement with any officer, director, stockholder, employee or Affiliate, or permits any third party to hold Affiliate of any officer, director, stockholder or operate employee; (m) contract or agreement prohibiting it from freely engaging in any personal property, for which business or competing anywhere in the annual rental exceeds $250,000; world; (xiin) contract or group of related contracts with the same party for or group of affiliated parties the purchase performance of products or services, under which the undelivered balance of such products and services has a selling price involves consideration in excess of $250,000 (other 200,000; or agreement with a term of more than propane supply six months which is not terminable by the Company or any Subsidiary upon less than 30 days notice without penalty. 4.12.2. All of the contracts, agreements delivered and instruments set forth on the Contracts Schedule are valid, binding and enforceable in accordance with their respective terms in all material respects. The Company and each Subsidiary have performed all material obligations required to be performed by them and are not in default under or in breach of nor in receipt of any claim of default or breach under any material contract, agreement or instrument to which the Ordinary Course)Company or any Subsidiary is subject; (xiii) contract or group of related contracts no event has occurred which with the same party for passage of time or the sale giving of products notice or services both would result in a default, breach or event of noncompliance by the Company or any Subsidiary under any material contract, agreement or instrument to which the undelivered balance of such products Company or services has a sales price in excess of $250,000 (other than sale orders received in the ordinary course of business)any Subsidiary is subject; (xiv) contract which prohibits neither the Company from freely engaging in business anywhere in nor any Subsidiary has any present expectation or intention of not fully performing all such obligations; and neither the United States; (xv) Company nor any Subsidiary has knowledge of any breach or anticipated breach by the other parties to any material contract, agreement, instrument or commitment to which it is a partnership, joint venture or other similar contract; (xvi) a collective bargaining or other collective labor contract; (xvii) a written (or to the Company’s Knowledge, material oral) contract with any of its officers, directors, managers, partners, shareholders or members, or any of their respective affiliates; or (xviii) a contract not made in the Ordinary Courseparty. (b) 4.12.3. The Buyer either Lender's special counsel has been supplied with, or has been given access to, with a true and correct copy of all each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Disclosure SchedulesContracts Schedule, together with all amendments, waivers or other changes thereto. Each such contract is in full force and effect, is valid, binding and enforceable in accordance with its terms, and embodies the complete understanding between the parties thereto with respect to the subject matter thereof. (c) Neither the Company nor any other Person is in default in any material respect under any contract listed on the Disclosure Schedules. The Company has not received any written (or to the Company’s Knowledge, material oral) notice that any Person intends to cancel, modify or terminate any contract listed on the Disclosure Schedules, other than in the Ordinary Course. (d) Section 5.09 of the Disclosure Schedule identifies with an asterisk (“*”) each contract set forth therein that requires the consent of or notice to the other party thereto to avoid any breach, default or violation of such contract in connection with the transactions contemplated hereby.

Contracts and Commitments. (a) Except to as expressly contemplated by this Agreement or as set forth on the extent the following representations relate to Indebtedness which is paid off or terminated at the Closing attached CONTRACTS SCHEDULE, neither the Company nor any of its Subsidiaries is not a party to any: or bound by any written or oral: (i) agreement relating pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees, former employees or consultants, or any completed business acquisition other employee benefit plan or divestiture by the Company within the last two years; (ii) arrangement, or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrangements; (iiiii) written (or to the Company’s Knowledge, material oral) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 5.13 or the Disclosure Schedules relating thereto; (iv) stock purchase, stock option or similar plan; (v) written contract for the employment of any officer, individual employee or other person Person on a full time full-time, part-time, consulting or consulting basis; other basis or relating to loans to officers, directors or Affiliates; (viiii) contract under which the Company or any of its Subsidiaries has advanced or loaned any other Person amounts in the aggregate exceeding $10,000; (iv) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any portion material asset or material group of assets of the Company’s assets other than Permitted Liens; Company or any of its Subsidiaries; (viiv) guaranty of any obligation for borrowed money Guaranty, performance bond or other material guaranty; similar agreement; (viiivi) lease or agreement under which it the Company or any of its Subsidiaries is lessee of, of or holds or operates any personal property property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $250,000; 10,000; (ix) contract that grants or confers any easement or mineral rights or other material encumbrances or liabilities upon, or otherwise with respect to, any real property owned or leased by it; (xvii) lease or agreement under which it the Company or any of its Subsidiaries is lessor of, of or permits any third party to hold or operate any real property; (xi) lease or agreement under which it is lessor of, or permits any third party to hold or operate any personal property, for which real or personal, owned or controlled by the annual rental exceeds $250,000; Company or any of its Subsidiaries; (xiiviii) contract or group of related contracts with the same party for or group of affiliated parties the purchase performance of products or services, under which involves consideration in the undelivered balance of such products and services has a selling price aggregate in excess of $250,000 (10,000, other than propane supply agreements delivered in the Ordinary Course); (xiii) contract or group of related contracts with the same party for the sale of products or services under which the undelivered balance of such products or services has a purchase and sales price in excess of $250,000 (other than sale orders received incurred in the ordinary course of business; (ix) assignment, license, indemnification or agreement with respect to any intangible property (including any Intellectual Property Rights); ; (x) warranty agreement with respect to its services rendered or its products sold or leased; (xi) agreement under which it has granted any Person any registration rights (including demand or piggyback registration rights); (xii) sales, distribution, supply or franchise agreement; (xiii) agreement with a term of more than six months which is not terminable by the Company or any of its Subsidiaries upon less than 30 days' notice without penalty and involves a consideration in excess of $10,000 annually; (xiv) contract which prohibits regarding voting, transfer or other arrangements related to the Company Company's capital stock or warrants, options or other rights to acquire any of the Company's capital stock; (xv) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the United Statesworld; (xv) a partnership, joint venture or other similar contract; or (xvi) any other agreement which is material to its operations and business prospects or involves a collective bargaining or other collective labor contract; (xvii) a written (or to the Company’s Knowledge, material oral) contract with any consideration in excess of its officers, directors, managers, partners, shareholders or members, or any of their respective affiliates; or (xviii) a contract not made in the Ordinary Course$25,000 annually. (b) The All of the contracts, leases, agreements and instruments set forth or required to be set forth on the CONTRACTS SCHEDULE are valid, binding and enforceable in accordance with their respective terms and shall be in full force and effect without penalty in accordance with their terms upon consummation of the transactions contemplated hereby. Except as set forth on the CONTRACTS SCHEDULE, (i) each of the Company and its Subsidiaries has performed all obligations required to be performed by it and is not in default under or in breach of nor in receipt of any claim of default or breach under any contract, lease, agreement or instrument to which the Company or any of its Subsidiaries is subject, including but not limited to, any provisions in any contract, agreement or instrument concerning the Company's or its Subsidiaries' status as a Minority Owned Business Enterprise; (ii) no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or any of its Subsidiaries under any contract, lease, agreement or instrument to which the Company or any of its Subsidiaries is subject; (iii) neither the Company nor any of its Subsidiaries has any 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 material modification by the other party thereto or is subject to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery; and (v) neither the Company nor any Seller has knowledge of any breach or anticipated breach by the other parties to any contract, lease, agreement, instrument or commitment to which they are parties. Neither the Company nor any of its Subsidiaries is a party to any contract, agreement or commitment the performance of which could reasonably be expected to have a Material Adverse Effect. (c) Buyer either or Buyer's counsel has been supplied with, or has been given access to, with a true and correct copy of all each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Disclosure Schedulesattached CONTRACTS SCHEDULE, together with all amendments, waivers or other changes thereto. Each such contract is in full force and effect, is valid, binding and enforceable in accordance with its terms, and embodies the complete understanding between the parties thereto with respect to the subject matter thereof. (c) Neither the Company nor any other Person is in default in any material respect under any contract listed on the Disclosure Schedules. The Company has not received any written (or to the Company’s Knowledge, material oral) notice that any Person intends to cancel, modify or terminate any contract listed on the Disclosure Schedules, other than in the Ordinary Course. (d) Section 5.09 of the Disclosure Schedule identifies with an asterisk (“*”) each contract set forth therein that requires the consent of or notice to the other party thereto to avoid any breach, default or violation of such contract in connection with the transactions contemplated hereby.

Contracts and Commitments. (a) Except to as expressly contemplated by this Agreement or any Related Documents or as set forth on Item 4.16 of the extent Disclosure Schedule, as of the following representations relate to Indebtedness which date of this Agreement, neither Crown nor any of its Subsidiaries is paid off or terminated at the Closing the Company is not a party to any: any written or oral agreement (all items set forth thereon are referred to as "Material Agreements"): (i) agreement relating pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any completed business acquisition other employee benefit plan or divestiture by the Company within the last two years; (ii) collective bargaining agreement arrangement, or any contract with any labor union; , or any severance agreements; (iiiii) written (or to the Company’s Knowledge, material oral) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 5.13 or the Disclosure Schedules relating thereto; (iv) stock purchase, stock option or similar plan; (v) written contract for the employment of any officer, individual employee or other person Person on a full time full-time, part-time, consulting or consulting basis; other basis providing annual compensation in excess of $100,000 or contract relating to loans to officers, directors, shareholders or Affiliates; (viiii) contract under which it has advanced or loaned any other Person amounts in the aggregate exceeding $100,000; (iv) agreement or indenture relating to the borrowing of money or to the mortgaging, pledging or otherwise placing a Lien an Encumbrance on any portion material asset or material group of the Company’s assets other than Permitted Liens; assets; (viiv) guaranty guarantee of any obligation for borrowed money obligation; (vi) lease, sublease, license or other material guaranty; (viii) lease or agreement under which it is lessee ofor sublessee or licensee of or holds, or holds uses, occupies or operates any personal property property, real or personal, owned by any other party, except for any such agreement relating to real or personal property under which the aggregate annual rental exceeds payments do not exceed $250,000; 100,000; (ixvii) contract that grants or confers any easement or mineral rights lease, sublease, license or other material encumbrances or liabilities upon, or otherwise with respect to, any real property owned or leased by it; (x) lease or agreement under which it is lessor of, or sublessor or licensor of or permits any third party to hold hold, use, occupy or operate any property, real property; or personal, owned or controlled by it in excess of $100,000; (xiviii) lease assignment, license or indemnification with respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential information); (ix) warranty agreement with respect to its services rendered or its products sold or leased; (x) agreement under which it is lessor ofhas granted any Person any registration rights or similar rights (including piggyback rights) or co-sale or similar rights in respect of any of its securities; (xi) sales, distribution or permits any third party to hold or operate any personal property, for which the annual rental exceeds $250,000; (xii) contract or group of related contracts with the same party for the purchase of products or services, under which the undelivered balance of such products and services has a selling price franchise agreements involving amounts in excess of $250,000 100,000; (other xii) agreement with a term of more than propane supply agreements delivered six months which is not terminable by it upon less than 30 days' notice without penalty involving amounts in the Ordinary Course); excess of $100,000; (xiii) contract or group agreement prohibiting it or materially restricting it from freely engaging in any business or competing anywhere in the world; (xiv) contract, agreement or other arrangement, including, without limitation, any stockholders or voting agreement, voting trust or similar arrangement with respect to any of related contracts its Interests with the same party for the sale any officer, director, employee, or holder of products Interests; (xv) joint venture, partnership or services under similar agreement involving a sharing of profits or expenses; or (xvi) any other agreement which the undelivered balance of such products is material to its operations and business prospects or services has involves a sales price consideration in excess of $250,000 (other than sale orders received in the ordinary course of business); (xiv) contract which prohibits the Company from freely engaging in business anywhere in the United States; (xv) a partnership, joint venture or other similar contract; (xvi) a collective bargaining or other collective labor contract; (xvii) a written (or to the Company’s Knowledge, material oral) contract with any of its officers, directors, managers, partners, shareholders or members, or any of their respective affiliates; or (xviii) a contract not made in the Ordinary Course100,000 annually. (b) The Buyer either has been supplied with, or has been given access to, a true True and correct copy complete copies of all written contracts which are referred Material Agreements, and accurate and complete summaries of the material terms of all oral Material Agreements, have been made available to Hens▇▇ ▇▇ its counsel. Except as set forth on Item 4.16 of the Disclosure SchedulesSchedule, together with or where the failure would not have a Material Adverse Effect on Crown, all amendments, waivers or other changes thereto. Each of the Material Agreements set forth on such contract is Item 4.16 are in full force and effect, is effect and are valid, binding and enforceable against Crown and each of its Subsidiaries in accordance with its their respective terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and embodies the complete understanding between the parties thereto with respect other similar laws relating to the subject matter thereof. or affecting creditors' rights generally and (cii) Neither the Company general equitable principles (whether considered in a proceeding in equity or at law). Each of Crown and each of its Subsidiaries has performed all material obligations required to be performed by it under such Material Agreements and neither Crown nor any other Person of its Subsidiaries is in default under or in breach of, nor is any material respect of them in receipt of any claim of default or breach under, nor does any of them have knowledge of any event which, with the passing of time, the giving of notice, or both would constitute a breach or default under any contract listed such Material Agreement to which it is subject which would reasonably be expected to have a Material Adverse Effect on the Disclosure Schedules. The Company Crown; neither Crown nor any of its Subsidiaries has not received any written (knowledge of any breach or to the Company’s Knowledge, material oral) notice that any Person intends to cancel, modify or terminate any contract listed on the Disclosure Schedules, other than in the Ordinary Course. (d) Section 5.09 of the Disclosure Schedule identifies with an asterisk (“*”) each contract set forth therein that requires the consent of or notice to anticipated breach by the other parties to any Material Agreement to which it is a party thereto which would be reasonably expected to avoid any breach, default or violation of such contract in connection with the transactions contemplated herebyhave a Material Adverse Effect on Crown.

Contracts and Commitments. (i) Except as expressly contemplated by this Agreement or as set forth on the attached "Contracts Schedule" or the attached "Employee Benefits Schedule," neither the Company nor any Subsidiary is a party to or bound by any written or oral: (a) Except pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to the extent the following representations relate to Indebtedness which is paid off employees or terminated at the Closing the Company is not a party to any: (i) agreement relating to any completed business acquisition other employee benefit plan or divestiture by the Company within the last two years; (ii) arrangement, or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrangements; (iiib) written (or to the Company’s Knowledge, material oral) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 5.13 or the Disclosure Schedules relating thereto; (iv) stock purchase, stock option or similar plan; (v) written contract for the employment of any officer, individual employee or other person Person on a full time full-time, part-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; (vic) contract under which the Company or any Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $50,000; (d) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any portion material asset or material group of assets of the Company and its Subsidiaries; (e) guarantee of any obligation in excess of $50,000 (other than by the Company of a Wholly-Owned Subsidiary's debts or a guarantee by a Subsidiary of the Company’s assets other than Permitted Liens; 's debts or another Subsidiary's debts); (vii) guaranty of any obligation for borrowed money or other material guaranty; (viiif) lease or agreement under which it the Company or any Subsidiary is lessee of, of or holds or operates any personal property property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $250,000; 50,000; (ix) contract that grants or confers any easement or mineral rights or other material encumbrances or liabilities upon, or otherwise with respect to, any real property owned or leased by it; (xg) lease or agreement under which it the Company or any Subsidiary is lessor of, of or permits any third party to hold or operate any real property; (xi) lease or agreement under which it is lessor of, or permits any third party to hold or operate any personal property, for which real or personal, owned or controlled by the annual rental exceeds $250,000; Company or any Subsidiary; (xiih) contract or group of related contracts with the same party for or group of affiliated parties the purchase performance of products or services, under which the undelivered balance of such products and services has a selling price involves consideration in excess of $250,000 100,000; (other than propane supply agreements delivered in the Ordinary Course); (xiiii) contract or group of related contracts with the same party for the sale of products or services any agreement under which the undelivered balance Company or any Subsidiary could have liabilities in the future relating to the acquisition or disposition of such products assets or services has properties having a sales price fair market value in excess of $250,000 100,000 by way of merger, consolidation, purchase, sale or otherwise, or granting to any Person a right at such Person's option to purchase or acquire any material asset or property, of the Company or any Subsidiary or any interest therein (other than sale orders received not including dispositions of inventory in the ordinary course of business); (j) any agreement for the construction, acquisition or modification of any land, building, structure, improvement, fixture or other fixed asset, or for the incurrence of any other capital expenditure involving amounts in excess of $50,000 in the aggregate; (k) assignment, license, indemnification or agreement with respect to any material intangible property (including without limitation any Intellectual Property); (l) warranty agreement with respect to its services rendered or its products sold or leased; (m) agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (n) sales, distribution or franchise agreement; or (xivo) contract which prohibits the Company or agreement prohibiting it from freely engaging in any business or competing anywhere in the United States; world. (xvii) a partnershipAll of the contracts, joint venture or other similar contract; (xvi) a collective bargaining or other collective labor contract; (xvii) a written (or agreements and instruments set forth on the Contracts Schedule are, with respect to the Company’s Knowledge, material oral) contract with any of its officers, directors, managers, partners, shareholders or members, or any of their respective affiliates; or (xviii) a contract not made in the Ordinary Course. (b) The 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 Disclosure Schedules, together with all amendments, waivers or other changes thereto. Each such contract is in full force and effect, is valid, binding and enforceable in accordance with its their respective terms. The Company and each Subsidiary have performed all material obligations required to be performed by them under the contracts, agreements and embodies the complete understanding between the parties thereto with respect to the subject matter thereof. (c) Neither the Company nor any other Person is in default in any material respect under any contract instruments listed on the Disclosure Schedules. The Company has Contracts Schedule to which they are parties and are not received in material default under or in material breach of nor in receipt of any written (claim of default or breach under any material contract, agreement or instrument to which the Company’s Knowledge, material oral) notice that Company or any Person intends to cancel, modify or terminate any contract Subsidiary is a party listed on the Disclosure Schedules, other than in the Ordinary Course. (d) Section 5.09 of the Disclosure Schedule identifies with an asterisk (“*”) each contract set forth therein that requires the consent of or notice to the other party thereto to avoid any breach, default or violation of such contract in connection Contracts Schedule; and no event has occurred which with the transactions contemplated herebypassage of time or the giving of notice or both would result in a material default, breach or event of noncompliance by the Company or any Subsidiary under any material contract, agreement or instrument to which the Company or any Subsidiary is a party listed on the Contracts Schedule.

Contracts and Commitments. (aExcept as set forth on Schedule 3(n) Except to the extent the following representations relate to Indebtedness which is paid off or terminated at the Closing attached hereto, no member of the Company Group is not a party to or bound by (or has offered to any Person or otherwise resolved to become a party to or bound by) any: : (i) agreement or offer letter, as applicable, to any current or former employee, director, officer, independent contractor, consultant, independent director, or other service provider for (A) the employment or engagement of any Person on a full-time, part-time, independent contractor or consulting basis with an annual base salary or consulting fee and incentive compensation opportunity that exceeds $100,000, (B) providing severance benefits or change in control benefits, or (C) relating to any completed business acquisition or divestiture by loans, other than advances in the Company within the last two years; ordinary course of business; (ii) collective bargaining agreement bonus, equity-based, phantom equity, severance, retention, transaction or contract with any labor union; (iii) written (or to the Company’s Knowledge, material oral) change of control bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 5.13 plan or the Disclosure Schedules relating thereto; arrangement; (iii) guarantee of any Liability or obligation; (iv) stock purchase, stock option or similar plan; (v) written contract for the employment of any officer, employee or other person on a full time or consulting basis; (vi) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien on any portion of the Company’s assets other than Permitted Liens; (vii) guaranty of any obligation for borrowed money or other material guaranty; (viii) lease or agreement under which it is lessee of, of or holds or operates any personal property owned by any other party, except for any lease of personal property under which the aggregate annual rental exceeds payments do not exceed $250,000; 150,000; (ixv) contract that grants agreement under which it is a licensee of or confers is otherwise granted by a third party any easement rights to use any Intellectual Property (other than non-exclusive end user licenses of commercially available Software used solely for the Company Group’s internal use or mineral rights or other material encumbrances or liabilities upon, with a total replacement cost of less than $100,000 for its internal business purposes); (vi) agreement under which it is a licensor or otherwise with respect togrants to a third party any rights to use any Intellectual Property (other than Intellectual Property licensed to customers on a non-exclusive basis in the ordinary course of business); (vii) joint development agreement, any real property owned joint venture agreement, collaboration agreement, partnership agreement, strategic alliance agreement or leased by it; similar agreement; (xviii) lease or agreement under which it is lessor of, of or permits any third party to hold or operate any real property; material personal property owned or controlled by it; (ix) settlement, conciliation or similar agreement with any Governmental Authority or pursuant to which any member of the Company Group will have any material outstanding monetary or other obligation after the date hereof; (x) agreement pursuant to which the Company Group is granted a lease in, a sublease in, or the right to use or occupy any land or building; (xi) lease or agreement under which it is lessor of, or permits any third party to hold or operate any personal property, for which the annual rental exceeds $250,000; (xii) contract or group of related contracts agreements with the same party for that (A) is not a service contract or subcontract between any member of the purchase Company Group and a service customer of products or services, under which the undelivered balance of such products Company Group and services has a selling price (B) involves consideration in excess of $250,000 100,000; (other than propane supply agreements delivered xii) agreement relating to the acquisition or disposition of assets (including Intellectual Property) or any interests in any business enterprise outside of the Ordinary Course); (xiii) contract or group Company Group’s ordinary course of related contracts with the same party for the sale of products or services under which the undelivered balance of such products or services has a sales price business and in an amount in excess of $250,000 100,000; (xiii) agreement relating to the sharing or allocation of Intellectual Property by and between the Company, on the one hand, and any Stockholder, on the other than sale orders received hand; (xiv) agreement concerning confidentiality or non-competition or prohibiting any member of the Company Group or the Business from freely engaging in business or otherwise including provisions on joint price-fixing, market or customer sharing, “most-favored nations,” exclusivity or market classification; (xv) agreement not executed in the ordinary course of business); (xiv) contract which prohibits the Company from freely engaging in business anywhere in the United States; (xv) a partnership, joint venture not consistent with Laws or other similar contract; otherwise not made on arm’s length terms and conditions; (xvi) a collective bargaining or other collective labor contract; agreement for the development of Intellectual Property for the benefit of the Company Group; (xvii) a written agreement relating to the provision of co-location or software, data or infrastructure hosting services to the Company Group; (xviii) agreement constituting or relating to any Government Contract or Government Bid; (xix) all agreements with the customers listed on Schedule 3(t)(i)(A); or (xx) other agreement (or group of related agreements) material to the Company Group. Except as specifically disclosed on Schedule 3(n), each member of the Company Group has performed in all material respects all obligations required to be performed by it and is not in default under or in breach of nor in receipt of any claim of default or breach under any agreement required to be listed on Schedule 3(n), and, to the Knowledge of the Company, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a default, breach or event of noncompliance under any agreement. To the Company’s Knowledge, the other party to each such agreement has performed in all material oralrespects all obligations required to be performed by it under such agreement as of the date of this Agreement. Each agreement required to be listed on Schedule 3(n) contract with any of its officers, directors, managers, partners, shareholders or members, or any of their respective affiliates; or (xviiiA) a contract not made was awarded to and is held in the Ordinary Course. name of the applicable member of the Company Group and is legal, valid, binding and enforceable against such member of the Company Group and, to the Knowledge of the Company, against any other party to such contract, agreement or arrangement, and (bB) The Buyer either will continue to be legal, valid and enforceable on identical terms following the consummation of the transactions contemplated by this Agreement. To the extent the Company continues to provide services pursuant to any expired agreements, the Company has valid, binding and enforceable rights, and the other party to each such agreement has valid, binding and enforceable obligations, in accordance with the terms of such expired agreement notwithstanding its expiration. Parent has been supplied with, or has been given access to, with a true correct and correct complete copy of all written each of the contracts which are referred to on the Disclosure SchedulesSchedule 3(n), together with all amendments, waivers or other changes thereto. Each such contract is in full force and effect, is valid, binding and enforceable in accordance with its terms, and embodies the complete understanding between the parties thereto with respect to the subject matter thereof. (c) Neither the Company nor any other Person is in default in any material respect under any contract listed on the Disclosure Schedules. The Company has not received any written (or to the Company’s Knowledge, material oral) notice that any Person intends to cancel, modify or terminate any contract listed on the Disclosure Schedules, other than in the Ordinary Course. (d) Section 5.09 of the Disclosure Schedule identifies with an asterisk (“*”) each contract set forth therein that requires the consent of or notice to the other party thereto to avoid any breach, default or violation of such contract in connection with the transactions contemplated hereby.

Contracts and Commitments. (i) Except as expressly contemplated by this Agreement or as set forth on the attached "Contracts Schedule" or the attached "Employee Benefits Schedule," neither the Company nor any Subsidiary is a party to or bound by any written or oral: (a) Except pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to the extent the following representations relate to Indebtedness which is paid off employees or terminated at the Closing the Company is not a party to any: (i) agreement relating to any completed business acquisition other employee benefit plan or divestiture by the Company within the last two years; (ii) arrangement, or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrangements; (iiib) written (or to the Company’s Knowledge, material oral) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 5.13 or the Disclosure Schedules relating thereto; (iv) stock purchase, stock option or similar plan; (v) written contract for the employment of any officer, individual employee or other person Person on a full time full-time, part-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; (vic) contract under which the Company or Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $50,000; (d) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any portion material asset or material group of assets of the Company and its Subsidiaries; (e) guarantee of any obligation in excess of $50,000 (other than by the Company of a Wholly Owned Subsidiary's debts or a guarantee by a Subsidiary of the Company’s assets other than Permitted Liens; 's debts or another Subsidiary's debts); (vii) guaranty of any obligation for borrowed money or other material guaranty; (viiif) lease or agreement under which it the Company or any Subsidiary is lessee of, of or holds or operates any personal property property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $250,000; 50,000; (ix) contract that grants or confers any easement or mineral rights or other material encumbrances or liabilities upon, or otherwise with respect to, any real property owned or leased by it; (xg) lease or agreement under which it the Company or any Subsidiary is lessor of, of or permits any third party to hold or operate any property, real property; or personal, owned or controlled by the Company or any Subsidiary; (xih) lease or agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (i) agreement with a term of more than six months which is lessor of, not terminable by the Company or permits any third party Subsidiary upon less than 30 days notice without penalty; (j) any other agreement which is material to hold its operations and business prospects or operate any personal property, for which the annual rental exceeds $250,000; (xii) contract or group of related contracts with the same party for the purchase of products or services, under which the undelivered balance of such products and services has involves a selling price consideration in excess of $250,000 75,000 annually. (other than propane supply ii) All of the contracts, agreements delivered in and instruments set forth on the Ordinary Course); (xiii) contract or group of related contracts with the same party for the sale of products or services under which the undelivered balance of such products or services has a sales price in excess of $250,000 (other than sale orders received in the ordinary course of business); (xiv) contract which prohibits Contracts Schedule are valid, binding and enforceable against the Company from freely engaging in business anywhere in the United States; (xv) a partnershipand, joint venture or other similar contract; (xvi) a collective bargaining or other collective labor contract; (xvii) a written (or to the Company’s Knowledge's knowledge, material oral) contract against the other party thereto), in accordance with their respective terms. Except as set forth on the Contracts Schedule, the Company and each Subsidiary have performed all obligations required to be performed by them under the contracts, agreements and instruments listed on the Contracts Schedule and are not in default under or in breach of nor in receipt of any claim of its officersdefault or breach under any contract, directorsagreement or instrument listed on the Contracts Schedule; no event has occurred which with the passage of time or the giving of notice or both would result in a default, managers, partners, shareholders breach or members, event of noncompliance by the Company or any Subsidiary under any material contract, agreement or instrument listed on the Contracts Schedule; neither the Company nor any Subsidiary has any present expectation or intention of their respective affiliatesnot fully performing all such obligations; neither the Company nor any Subsidiary has knowledge of any breach or (xviii) anticipated breach by the other parties to any material contract, agreement, instrument or commitment listed on the Contracts Schedule; and neither the Company nor any Subsidiary is a party to any materially adverse contract not made in the Ordinary Courseor commitment. (biii) The Buyer either Purchasers' special counsel has been supplied with, or has been given access to, with a true and correct copy of all each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Disclosure SchedulesContracts Schedule, together with all amendments, waivers or other changes thereto. Each such contract is in full force and effect, is valid, binding and enforceable in accordance with its terms, and embodies the complete understanding between the parties thereto with respect to the subject matter thereof. (c) Neither the Company nor any other Person is in default in any material respect under any contract listed on the Disclosure Schedules. The Company has not received any written (or to the Company’s Knowledge, material oral) notice that any Person intends to cancel, modify or terminate any contract listed on the Disclosure Schedules, other than in the Ordinary Course. (d) Section 5.09 of the Disclosure Schedule identifies with an asterisk (“*”) each contract set forth therein that requires the consent of or notice to the other party thereto to avoid any breach, default or violation of such contract in connection with the transactions contemplated hereby.

Contracts and Commitments. (aExcept as set forth in Section 5.09(a) Except to of the extent the following representations relate to Indebtedness which is paid off or terminated at the Closing Contracts Schedule and except for agreements entered into by the Company or its Subsidiaries after the date hereof in accordance with Section 7.01, neither the Company nor its Subsidiaries is not a party to anyor bound by any of the following, whether in the form of a contract, agreement, deed, mortgage, lease, sublease, license, indenture, note, bond or any other document or instrument: (i) agreement relating to any completed business acquisition or divestiture by the Company within the last two years; (ii) collective bargaining agreement or contract with any labor union; (iiiii) written (or to the Company’s Knowledge, material oral) bonus, pension, employee profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 5.13 or the Disclosure Schedules relating thereto; (iii) equity purchase, option, warrant or similar plan or agreement; (iv) stock purchase, stock option or similar plan; (v) written contract for the employment of any officer, employee individual employee, consultant, independent contractor or other person or entity on a full full‑time, part-time or consulting basis; (viv) agreement or indenture relating to the borrowing of money Indebtedness or to mortgaging, pledging or otherwise placing a Lien Lien, except for Permitted Liens, on any material portion of the Company’s assets other than Permitted Liensof the Company and its Subsidiaries; (viivi) guaranty of any obligation for borrowed money Indebtedness or other material guarantyguaranty of any indebtedness or other liability or obligation of any Person; (viiivii) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $250,00025,000; (ix) contract that grants or confers any easement or mineral rights or other material encumbrances or liabilities upon, or otherwise with respect to, any real property owned or leased by it; (xviii) lease or agreement under which it is lessor of, of or permits any third party to hold or operate any property, real property; (xi) lease or agreement under which it is lessor of, or permits any third party to hold or operate any personal propertypersonal, for which the annual rental exceeds $250,000; (xiiix) contract or group of related contracts with the same party for the purchase or sale of products assets, inventory, raw materials, commodities, supplies, goods, products, equipment or services, under other personal property or the furnishing or receipt of services which provided for payments by or to the undelivered balance of such products and services has a selling price Company or its Subsidiaries in excess of $250,000 during the trailing twelve‑month period ending on the date of the Latest Balance Sheet or, following the Closing, are reasonably expected to require payments by or to the Company or its Subsidiaries in excess of $250,000 on an annual basis; (x) agreements relating to any pending or completed material business acquisition by the Company or its Subsidiaries within the last two (2) years; (xi) agreement under which the Company or any of its Subsidiaries are or may become obligated to pay any material amount in respect of deferred or conditional purchase price, indemnification obligations, purchase price adjustment or otherwise in connection with any acquisition or disposition of assets or securities of any Person or any merger, consolidation or other business combination; (xii) material license or royalty agreement relating to the use of any third party Intellectual Property (other than propane supply agreements delivered in off the Ordinary Courseshelf or shrink wrapped software); (xiii) contract license or group royalty agreement relating to the use by a third party of related contracts with Intellectual Property owned by the same party for the sale of products or services under which the undelivered balance of such products or services has a sales price in excess of $250,000 (other than sale orders received in the ordinary course of business)Company; (xiv) contract which prohibits agreements that limit or restrict the Company or any of its Subsidiaries from freely engaging competing in any business anywhere in the United Statesor any geographic area; (xv) agreement concerning or consisting of a partnership, limited liability company, joint venture or other similar contractagreement; (xvi) a collective bargaining any outstanding powers of attorney executed by or other collective labor contracton behalf of the Company or any of its Subsidiaries; or (xvii) agreement granting to any Person an option or a written (first refusal, first-offer or similar preferential right to purchase or acquire any property or asset of the Company’s Knowledge, material oral) contract with Company or any of its officers, directors, managers, partners, shareholders or members, or any of their respective affiliates; or (xviii) a contract not made in the Ordinary CourseSubsidiaries. (b) The 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 Disclosure Schedules, together with all amendments, waivers or other changes thereto. Each such contract is in full force and effect, is valid, binding and enforceable in accordance with its terms, and embodies the complete understanding between the parties thereto with respect to the subject matter thereof. (c) Neither the Company nor any other Person is in default in any material respect under any contract listed on the Disclosure Schedules. The Company has not received any written (or to the Company’s Knowledge, material oral) notice that any Person intends to cancel, modify or terminate any contract listed on the Disclosure Schedules, other than in the Ordinary Course. (d) Section 5.09 of the Disclosure Schedule identifies with an asterisk (“*”) each contract set forth therein that requires the consent of or notice to the other party thereto to avoid any breach, default or violation of such contract in connection with the transactions contemplated hereby.