Common use of CONTRACTS, COMMITMENTS, ETC Clause in Contracts

CONTRACTS, COMMITMENTS, ETC. SCHEDULE 3.11 sets forth a complete list of each: (a) partnership, joint venture or cost-sharing agreement; (b) guaranty or suretyship, indemnification or contribution agreement or performance bond; (c) instrument, agreement or other obligation evidencing or relating to indebtedness of the Company or to money lent or to be lent to another Person; (d) agreement to purchase, sell or lease real or personal property; (e) agreement for the acquisition or disposition of services or property involving more than $20,000 in the aggregate; (f) agreement containing any noncompetition agreement or covenant; and (g) other agreement or commitment not made in the ordinary course of business to which the Company is a party or by which any of its assets or properties are bound and which presently remains executory in whole or in any part (the "MATERIAL AGREEMENTS"). True, correct and complete copies of all written documents with respect to Material Agreements, and true, correct and complete written descriptions of all oral agreements that are Material Agreements, have heretofore been delivered or made available to Buyer. There are no existing or asserted defaults, events of default or events, occurrences, acts or omissions that, with the giving of notice or lapse of time or both, would constitute defaults or events of default under any of the Material Agreements by the Company or, to the best knowledge of the Company, any other party thereto. No penalties have been incurred, nor are amendments pending, with respect to the Material Agreements. The Material Agreements are in full force and effect and are valid and enforceable obligations of the Company, and the other parties thereto in accordance with their respective terms, and no defenses, off-sets or counterclaims have been asserted or may be made by any party thereto (other than by the Company), nor has the Company, waived any rights thereunder.