Common use of Contracts; Debt Instruments Clause in Contracts

Contracts; Debt Instruments. Except as disclosed in Section 3.13 of the Company Disclosure Schedule, none of the Company or any Company Subsidiary is a party to or bound by any contract (A) any of the benefits to any party of which will be increased, or the vesting of the benefits to any party of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or the value of any of the benefits to any party of which will be calculated on the basis of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or (B) which, as of the date hereof, (1) is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (2) which involves aggregate expenditures in excess of $50,000, (3) which involves annual expenditures in excess of $50,000 and is not cancelable within one year, (4) which contains any non-compete or exclusivity provisions with respect to any line of business or geographic area with respect to the Company, any Company Subsidiary or any of the Company’s current or future affiliates, or which restricts the conduct of any line of business by the Company, any Company Subsidiary or any of the Company’s current or future affiliates or any geographic area in which the Company, any Company Subsidiary or any of the Company’s current or future affiliates may conduct business, in each case in any material respect, or (5) which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement or any Ancillary Agreement. Each contract of the type described in Section 3.13, whether or not set forth in Section 3.13 of the Company Disclosure Schedule, is referred to herein as a “Company Material Contract.” Each Company Material Contract is valid and binding on the Company and each Company Subsidiary party thereto and, to the Company’s knowledge, each other party thereto, and in full force and effect, and the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to the date hereof under each Company Material Contract and, to the Company’s knowledge, each other party to each Company Material Contract has in all material respects performed all obligations required to be performed by it under such Company Material Contract, except as would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. None of the Company or any Company Subsidiary knows of, or has received notice of, any violation or default under (or any condition which with the passage of time or the giving of notice would cause such a violation of or default under) any Company Material Contract or any other contract to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. Section 3.13 of the Company Disclosure Schedule provides the Company’s good faith estimate of the additional costs which will accrue to the Company under the contracts described in clause (A) of Section 3.13 as a result of the transactions contemplated by this Agreement or any Ancillary Agreement, and such estimate is, in the aggregate, accurate in all material respects.

Contracts; Debt Instruments. Except as disclosed in or filed as exhibits to the Company SEC Filings filed prior to the date hereof, or as disclosed in Section 3.13 3.11 of the Company Disclosure Schedule, none neither the Company nor any of the Company or any Company Subsidiary Subsidiaries is a party to or bound by any contract contract, arrangement, commitment or understanding (Awhether written or oral) (a) except as set forth in Sections 3.5(a) and 3.9(e) of the Company Disclosure Schedule, any of the benefits to any party of which will be increased, or the vesting of the benefits to any party of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or the value of any of the benefits to any party of which will be calculated on the basis of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or (Bb) which, as of the date hereof, (1A) which is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (2B) which involves aggregate expenditures in excess of $50,000, 40,000,000 or (3C) which involves annual expenditures in excess of $50,000 20,000,000 and is not cancelable within one year, (4c) which contains any non-compete or exclusivity provisions with respect to any material line of business or material geographic area with respect to the Company, any Company Subsidiary or any of the Company’s current or future affiliatesCompany Subsidiaries, or which restricts the conduct of any material line of business by the Company, any Company Subsidiary or any of the Company’s current or future affiliates Company Subsidiaries or any material geographic area in which the Company, any Company Subsidiary or any of the Company’s current or future affiliates Company Subsidiaries may conduct business, in each case in any material respect, or (5d) which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement Agreement. The Company has previously made available to Parent true and complete copies of all (1) material supply or similar agreements with the parties listed on Schedule 3.11 and any affiliates thereof to which the Company or any Ancillary Agreementof the Company Subsidiaries is a party and (2) employment and deferred compensation agreements with directors, executive officers and key employees, and material agreements with consultants, which are in writing and to which the Company or any of the Company Subsidiaries is a party. Each contract contract, arrangement, commitment or understanding of the type described in this Section 3.133.11, whether or not set forth in Section 3.13 3.11 of the Company Disclosure Schedule, is referred to herein as a “"Company Material Contract.” " Each Company Material Contract is valid and binding on the Company and each or a Company Subsidiary party thereto andSubsidiary, to the Company’s knowledge, each other party theretoas applicable, and in full force and effect, and the Company and each of the Company Subsidiary has Subsidiaries have in all material respects performed all obligations required to be performed by it them to the date hereof under each Company Material Contract and, to the Company’s knowledge, each other party to each Company Material Contract has in all material respects performed all obligations required to be performed by it under such Company Material Contract, except as would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in have a Company Material Adverse Effect. None of Neither the Company or nor any Company Subsidiary knows of, or has received notice of, any violation or default under (or any condition which with the passage of time or the giving of notice would cause such a violation of or default under) any Company Material Contract or any other contract loan or credit agreement, note, bond, mortgage, indenture or lease, or any other contract, agreement, arrangement or understanding to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. Section 3.13 of the Company Disclosure Schedule provides the Company’s good faith estimate of the additional costs which will accrue to the Company under the contracts described in clause (A) of Section 3.13 as a result of the transactions contemplated by this Agreement or any Ancillary Agreement, and such estimate is, in the aggregate, accurate in all material respects.

Contracts; Debt Instruments. Except as disclosed in Section 3.13 of filed as exhibits to the Company Disclosure ScheduleSEC Filings filed prior to the date of this Agreement, none of the Company or any Company Subsidiary is a party to or bound by any contract (A) any of the benefits to any party of which will be increased, or the vesting of the benefits to any party of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or the value of any of the benefits to any party of which will be calculated on the basis of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or (B) which, as of the date hereof, (1) is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (2) which involves aggregate expenditures after the date of this Agreement in excess of $50,00025,000 (other than purchase orders for supplies and materials issued in the ordinary course of business consistent with past practice), (3) which involves annual expenditures after the date of this Agreement in excess of $50,000 25,000 and is not cancelable within one year90 days without fee or penalty, (4) which contains any non-compete or exclusivity provisions with respect to any line of business or geographic area with respect to the Company, any Company Subsidiary or any of the Company’s 's current or future affiliates, which grants most favored customer status or otherwise guarantees any third party the right to receive the best terms the Company or any Company Subsidiary may offer, or which restricts the conduct of any line of business by the Company, any Company Subsidiary or any of the Company’s 's current or future affiliates or any geographic area in which the Company, any Company Subsidiary or any of the Company’s 's current or future affiliates may conduct business, in each case in any material respect, respect or (5) which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement or any Ancillary Agreement. Each contract of the type described in Section 3.133.12, whether or not set forth in this Section 3.13 3.12 of the Company Disclosure Schedule, is referred to herein as a “"Company Material Contract.” " Each Company Material Contract is valid and binding on the Company and each Company Subsidiary party thereto and, to the Company’s 's knowledge, each other party thereto, and is in full force and effect, and the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to the date hereof under each Company Material Contract and, to the Company’s 's knowledge, each other party to each Company Material Contract has in all material respects performed all obligations required to be performed by it under such Company Material Contract, except as would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. None of the Company or any Company Subsidiary knows of, or has received notice of, any violation or default under (or any condition which with the passage of time or the giving of notice would cause such a violation of or default under) any Company Material Contract or any other contract to which it is a party or by which it or any of its properties or assets is boundContract, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. Section 3.13 of the Company Disclosure Schedule provides the Company’s good faith estimate of the additional costs which will accrue to the Company under the contracts described in clause (A) of Section 3.13 as a result of the transactions contemplated by this Agreement or any Ancillary Agreement, and such estimate is, in the aggregate, accurate in all material respects.

Contracts; Debt Instruments. Except as disclosed in or attached as exhibits to the Xxxxxx Xxxxxxx SEC Filings or as disclosed in Section 3.13 4.09(a) of the Company Xxxxxx Xxxxxxx Disclosure Schedule, none neither Xxxxxx Xxxxxxx nor any of the Company or any Company Subsidiary Xxxxxx Xxxxxxx Subsidiaries is a party to or bound by any contract (Ai) except as set forth in Section 4.08(e) of the Xxxxxx Xxxxxxx Disclosure Schedule, any of the benefits to any party of which will be increased, or the vesting of the benefits to any party of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or the value of any of the benefits to any party of which will be calculated on the basis of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or (Bii) which, as of the date hereof, (1) any vessel or customer contract that is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (2) which involves aggregate that requires expenditures in excess of $50,000, (3) which involves 10 million or that requires annual expenditures in excess of $50,000 10 million and is not cancelable within one year, that has not been filed or incorporated by reference in the Xxxxxx Xxxxxxx SEC Filings, (4iii) which that contains any material non-compete or exclusivity provisions with respect to any line of business or geographic area in which business is conducted with respect to the Company, any Company Subsidiary Xxxxxx Xxxxxxx or any of the Company’s current Xxxxxx Xxxxxxx Subsidiaries or future affiliates, or which that restricts the conduct of any line of business by the Company, any Company Subsidiary Xxxxxx Xxxxxxx or any of the Company’s current or future affiliates Xxxxxx Xxxxxxx Subsidiaries or any geographic area in which the Company, any Company Subsidiary Xxxxxx Xxxxxxx or any of the Company’s current or future affiliates Xxxxxx Xxxxxxx Subsidiaries may conduct business, in each case in any material respect, or (5iv) which that would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement Agreement, (v) that obligates Xxxxxx Xxxxxxx or any Ancillary Agreementof the Xxxxxx Xxxxxxx Subsidiaries to make any compensation payments or issue or pay anything of value to any director, executive officer, key employee or consultant, or (vi) that is a loan, credit or similar contract. Each contract contract, arrangement, commitment or understanding of the type described in this Section 3.134.09, whether or not set forth in Section 3.13 4.09 of the Company Disclosure Schedule, is referred to herein as a “Company "Xxxxxx Xxxxxxx Material Contract.” " Each Company Xxxxxx Xxxxxxx Material Contract is valid and binding on Xxxxxx Xxxxxxx or any of the Company and each Company Subsidiary party thereto andXxxxxx Xxxxxxx Subsidiaries, to the Company’s knowledge, each other party theretoas applicable, and in full force and effect, and the Company Xxxxxx Xxxxxxx and each Company Subsidiary has of the Xxxxxx Xxxxxxx Subsidiaries have in all material respects performed all obligations required to be performed by it them to the date hereof under each Company Material Contract and, to the Company’s knowledge, each other party to each Company Material Contract has in all material respects performed all obligations required to be performed by it under such Company Xxxxxx Xxxxxxx Material Contract, except as would notwhere such noncompliance, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in would not have a Company Xxxxxx Xxxxxxx Material Adverse Effect. None of the Company or Neither Xxxxxx Xxxxxxx nor any Company Xxxxxx Xxxxxxx Subsidiary knows of, or has received notice of, any violation or default under (or nor does there exist any condition which with the passage of time or the giving of notice would cause such a violation of or default under) any Company Xxxxxx Xxxxxxx Material Contract or any other contract loan or credit agreement, note, bond, mortgage, indenture or lease, or any other contract, agreement, arrangement or understanding to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in a Company Xxxxxx Xxxxxxx Material Adverse Effect. Set forth in Section 3.13 4.09(c) of the Company Xxxxxx Xxxxxxx Disclosure Schedule provides is a description of any material changes to the Company’s good faith estimate amount and terms of the additional costs which will accrue indebtedness of Xxxxxx Xxxxxxx and the Xxxxxx Xxxxxxx Subsidiaries from that described in the notes to the Company under financial statements incorporated in Xxxxxx Xxxxxxx'x Form 10-K for the contracts described in clause (A) of Section 3.13 as a result of the transactions contemplated by this Agreement or any Ancillary Agreementyear ended December 31, and such estimate is, in the aggregate, accurate in all material respects1998.

Contracts; Debt Instruments. Except as disclosed in or attached as exhibits to the Parent SEC Filings or as disclosed in Section 3.13 4.11 of the Company Parent Disclosure Schedule, none neither Parent nor any of the Company or any Company Subsidiary Parent Subsidiaries is a party to or bound by any contract contract, arrangement, commitment or understanding (Awhether written or oral) (i) except as set forth in Section 4.09(e) of the Parent Disclosure Schedule, any of the benefits to any party of which will be increased, or the vesting of the benefits to any party of which will be accelerated, by 30 the occurrence of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or the value of any of the benefits to any party of which will be calculated on the basis of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or (Bii) which, as of the date hereof, (1) which is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (2) which involves aggregate requires expenditures in excess of $50,000, (3) 25 million or which involves requires annual expenditures in excess of $50,000 10 million and is not cancelable within one year, that has not been filed or incorporated by reference in the Parent SEC Filings, (4iii) which contains any non-material non- compete or exclusivity provisions with respect to any line of business or geographic area in which business is conducted with respect to the Company, any Company Subsidiary Parent or any of the Company’s current or future affiliates, Parent Subsidiaries or which restricts the conduct of any line of business by the Company, any Company Subsidiary Parent or any of the Company’s current or future affiliates Parent Subsidiaries or any geographic area in which the Company, any Company Subsidiary Parent or any of the Company’s current or future affiliates Parent Subsidiaries may conduct business, in each case in any material respect, or (5iv) which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement Agreement. Parent has previously made available to the Company true and correct copies of all employment and deferred compensation agreements with directors, executive officers and key employees, and material agreements with consultants, which are in writing and to which Parent or any Ancillary Agreementof the Parent Subsidiaries is a party. Each contract contract, arrangement, commitment or understanding of the type described in this Section 3.134.11, whether or not set forth in Section 3.13 4.11 of the Company Disclosure Schedule, is referred to herein as a “Company "Parent Material Contract.” " Each Company Parent Material Contract is valid and binding on Parent or any of the Company and each Company Subsidiary party thereto andParent Subsidiaries, to the Company’s knowledge, each other party theretoas applicable, and in full force and effect, and the Company Parent and each Company Subsidiary has of the Parent Subsidiaries have in all material respects performed all obligations required to be performed by it them to the date hereof under each Company Material Contract and, to the Company’s knowledge, each other party to each Company Material Contract has in all material respects performed all obligations required to be performed by it under such Company Parent Material Contract, except as would notwhere such noncompliance, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in would not have a Company Parent Material Adverse Effect. None of the Company or Neither Parent nor any Company Parent Subsidiary knows of, or has received notice of, any violation or default under (or nor does there exist any condition which with the passage of time or the giving of notice would cause such a violation of or default under) any Company Parent Material Contract or any other contract loan or credit agreement, note, bond, mortgage, indenture or lease, or any other contract, agreement, arrangement or understanding to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in a Company Parent Material Adverse Effect. Set forth in Section 3.13 4.11 of the Company Parent Disclosure Schedule provides is a description of any material changes to the Company’s good faith estimate amount and terms of the additional costs which will accrue indebtedness of Parent and the Parent Subsidiaries from that described in the notes to the Company under financial statements incorporated in Parent's Form 10-K for the contracts described in clause (A) of Section 3.13 as a result of the transactions contemplated by this Agreement or any Ancillary Agreementyear ended December 29, and such estimate is, in the aggregate, accurate in all material respects1996.

Contracts; Debt Instruments. (i) Except as otherwise disclosed in Section 3.13 4.1(p)(i)(A)-(F) of the Company Disclosure Schedule, none neither the Company nor any of its subsidiaries is a party to or subject to: (A) any union contract, or any employment, consulting, severance, termination, or indemnification agreement, contract or arrangement providing for future payments, written or oral, with any current or former officer, consultant, director or employee which (1) exceeds $200,000 per annum or (2) requires aggregate annual payments or total payments over the life of such agreement, contract or arrangement to such current or former officer, consultant, director or employee in excess of $100,000 or $250,000, respectively, and is not terminable by it or its subsidiary on 30 days' notice or less without penalty or obligation to make payments related to such termination; (B) any joint venture contract or arrangement or any other agreement which has involved or is expected to involve a sharing of revenues of $1,000,000 per annum or more with other persons; (C) any lease for real or personal property in which the amount of payments which the Company is required to make on an annual basis exceeds $1,000,000; (D) to the Company's knowledge, any material agreement, contract, policy, license, Permit, document, instrument, arrangement or commitment which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired or adversely affected by reason of the execution of this Agreement, the closing of the Offer or the Merger, or the consummation of the other transactions contemplated hereby; (E) any agreement, contract, policy, license, Permit, document, instrument, arrangement or commitment that limits in any material respect the freedom of the Company or any subsidiary of the Company Subsidiary is a party to compete in any line of business or bound by with any contract person or in any geographic area or which would so limit in any material respect the freedom of the Company or any subsidiary of the Company after the Effective Time; or (AF) any other agreement, contract, policy, license, Permit, document, instrument, arrangement or commitment not made in the ordinary course of business which is material to the Company and its subsidiaries taken as a whole. (ii) Neither the Company nor any subsidiary of the benefits Company is in default in any material respect under the terms of any exclusive license or distribution agreement or arrangement that, by its terms, provides for payments to the Company or any party of which will be increased, its subsidiaries of $500,000 or more per annum. To the vesting knowledge of the benefits to any party of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or the value of any of the benefits to any party of which will be calculated on the basis of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or (B) whichCompany, as of the date hereof, (1) is a “material contract” (as such term is defined none of the parties to any of the contracts identified in Item 601(b)(10Section 4.1(p)(i)(A)-(F) of Regulation S-K of the SEC)Disclosure Schedule or otherwise 15 disclosed in the Company Filed SEC Documents has terminated, (2) which involves aggregate expenditures or in excess of $50,000any way expressed an intent to materially reduce or terminate the amount of, (3) which involves annual expenditures in excess of $50,000 and is not cancelable within one year, (4) which contains any non-compete or exclusivity provisions its business with respect to any line of business or geographic area with respect to the Company, any Company Subsidiary or any of its subsidiaries in the Company’s current or future affiliates, or which restricts the conduct of any line of business by the Company, any Company Subsidiary or any of the Company’s current or future affiliates or any geographic area in which the Company, any Company Subsidiary or any of the Company’s current or future affiliates may conduct business, in each case in any material respect, or future. (5iii) which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement or any Ancillary Agreement. Each contract of the type described in Section 3.13, whether or not set Set forth in Section 3.13 4.1(p)(iii) of the Company Disclosure ScheduleSchedule is (A) a list of all loan or credit agreements, is referred notes, bonds, mortgages, indentures and other agreements and instruments pursuant to herein as a “Company Material Contract.” Each Company Material Contract is valid and binding on the Company and each Company Subsidiary party thereto and, to the Company’s knowledge, each other party thereto, and in full force and effect, and the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to the date hereof under each Company Material Contract and, to the Company’s knowledge, each other party to each Company Material Contract has in all material respects performed all obligations required to be performed by it under such Company Material Contract, except as would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of which any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. None indebtedness of the Company or any Company Subsidiary knows of, or has received notice of, any violation or default under (or any condition which with the passage of time or the giving of notice would cause such a violation of or default under) any Company Material Contract or any other contract to which it is a party or by which it or any of its properties subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or assets is bound, except for violations or defaults that would not, individually or in may be incurred and (B) the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. Section 3.13 of the Company Disclosure Schedule provides the Company’s good faith estimate of the additional costs which will accrue to the Company under the contracts described in clause (A) of Section 3.13 as a result of the transactions contemplated by this Agreement or any Ancillary Agreement, and such estimate is, in the aggregate, accurate in all material respects.respective principal amounts currently

Contracts; Debt Instruments. Except as disclosed in or attached as exhibits to the Parent SEC Filings or as disclosed in Section 3.13 4.11 of the Company Parent Disclosure Schedule, none neither Parent nor any of the Company or any Company Subsidiary Parent Subsidiaries is a party to or bound by any contract contract, arrangement, commitment or understanding (Awhether written or oral) (i) except as set forth in Section 4.09(e) of the Parent Disclosure Schedule, any of the benefits to any party of which will be increased, or the vesting of the benefits to any party of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or the value of any of the benefits to any party of which will be calculated on the basis of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or (Bii) which, as of the date hereof, (1) which is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (2) which involves aggregate requires expenditures in excess of $50,000, (3) 25 million or which involves requires annual expenditures in excess of $50,000 10 million and is not cancelable within one year, that has not been filed or incorporated by reference in the Parent SEC Filings, (4iii) which contains any material non-compete or exclusivity provisions with respect to any line of business or geographic area in which business is conducted with respect to the Company, any Company Subsidiary Parent or any of the Company’s current or future affiliates, Parent Subsidiaries or which restricts the conduct of any line of business by the Company, any Company Subsidiary Parent or any of the Company’s current or future affiliates Parent Subsidiaries or any geographic area in which the Company, any Company Subsidiary Parent or any of the Company’s current or future affiliates Parent Subsidiaries may conduct business, in each case in any material respect, or (5iv) which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement Agreement. Parent has previously made available to the Company true and correct copies of all employment and deferred compensation agreements with directors, executive officers and key employees, and material agreements with consultants, which are in writing and to which Parent or any Ancillary Agreementof the Parent Subsidiaries is a party. Each contract contract, arrangement, commitment or understanding of the type described in this Section 3.134.11, whether or not set forth in Section 3.13 4.11 of the Company Disclosure Schedule, is referred to herein as a “Company "Parent Material Contract.” " Each Company Parent Material Contract is valid and binding on Parent or any of the Company and each Company Subsidiary party thereto andParent Subsidiaries, to the Company’s knowledge, each other party theretoas applicable, and in full force and effect, and the Company Parent and each Company Subsidiary has of the Parent Subsidiaries have in all material respects performed all obligations required to be performed by it them to the date hereof under each Company Material Contract and, to the Company’s knowledge, each other party to each Company Material Contract has in all material respects performed all obligations required to be performed by it under such Company Parent Material Contract, except as would notwhere such noncompliance, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in would not have a Company Parent Material Adverse Effect. None of the Company or Neither Parent nor any Company Parent Subsidiary knows of, or has received notice of, any violation or default under (or nor does there exist any condition which with the passage of time or the giving of notice would cause such a violation of or default under) any Company Parent Material Contract or any other contract loan or credit agreement, note, bond, mortgage, indenture or lease, or any other contract, agreement, arrangement or understanding to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in a Company Parent Material Adverse Effect. Set forth in Section 3.13 4.11 of the Company Parent Disclosure Schedule provides is a description of any material changes to the Company’s good faith estimate amount and terms of the additional costs which will accrue indebtedness of Parent and the Parent Subsidiaries from that described in the notes to the Company under financial statements incorporated in Parent's Form 10- K for the contracts described in clause (A) of Section 3.13 as a result of the transactions contemplated by this Agreement or any Ancillary Agreementyear ended December 29, and such estimate is, in the aggregate, accurate in all material respects1996.

Contracts; Debt Instruments. Except as disclosed in or attached as exhibits to the Company SEC Filings or as disclosed in Section 3.13 3.11 of the Company Disclosure Schedule, none neither the Company nor any of the Company or any Company Subsidiary Subsidiaries is a party to or bound by any contract contract, arrangement, commitment or understanding (Awhether written or oral) (i) except as set forth in Section 3.09(e) of the Company Disclosure Schedule, any of the benefits to any party of which will be increased, or the vesting of the benefits to any party of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or the value of any of the benefits to any party of which will be calculated on the basis of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or (Bii) which, as of the date hereof, (1) which is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (2) which involves aggregate requires expenditures in excess of $50,000, (3) 25 million or which involves requires annual expenditures in excess of $50,000 10 million and is not cancelable within one year, that has not been filed or incorporated by reference in the Company SEC Filings, (4iii) which contains any material non-compete or exclusivity provisions with respect to any line of business or geographic area in which business is conducted with respect to the Company, any Company Subsidiary or any of the Company’s current or future affiliates, Company Subsidiaries or which restricts the conduct of any line of business by the Company, any Company Subsidiary or any of the Company’s current or future affiliates Company Subsidiaries or any geographic area in which the Company, any Company Subsidiary or any of the Company’s current or future affiliates Company Subsidiaries may conduct business, in each case in any material respect, or (5iv) which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement Agreement. The Company has previously made available to Parent true and correct copies of all employment and deferred compensation agreements with directors, executive officers and key employees, and material agreements with consultants, which are in writing and to which the Company or any Ancillary Agreementof the Company Subsidiaries is a party. Each contract contract, arrangement, commitment or understanding of the type described in this Section 3.133.11, whether or not set forth in Section 3.13 3.11 of the Company Disclosure 18 Schedule, is referred to herein as a “"Company Material Contract.” " Each Company Material Contract is valid and binding on the Company and each or any of the Company Subsidiary party thereto andSubsidiaries, to the Company’s knowledge, each other party theretoas applicable, and in full force and effect, and the Company and each of the Company Subsidiary has Subsidiaries have in all material respects performed all obligations required to be performed by it them to the date hereof under each Company Material Contract and, to the Company’s knowledge, each other party to each Company Material Contract has in all material respects performed all obligations required to be performed by it under such Company Material Contract, except as would notwhere such noncompliance, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in would not have a Company Material Adverse Effect. None of Neither the Company or nor any Company Subsidiary knows of, or has received notice of, any violation or default under (or nor does there exist any condition which with the passage of time or the giving of notice would cause such a violation of or default under) any Company Material Contract or any other contract loan or credit agreement, note, bond, mortgage, indenture or lease, or any other contract, agreement, arrangement or understanding to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. Set forth in Section 3.13 3.11 of the Company Disclosure Schedule provides is a description of any material changes to the amount and terms of the indebtedness of the Company and the Company Subsidiaries from that described in the notes to the financial statements incorporated in the Company’s good faith estimate of 's Form 10-K for the additional costs which will accrue to the Company under the contracts described in clause (A) of Section 3.13 as a result of the transactions contemplated by this Agreement or any Ancillary Agreementyear ended December 31, and such estimate is, in the aggregate, accurate in all material respects1996.

Contracts; Debt Instruments. Except as disclosed in Section 3.13 set forth on Schedule 2.15 of the Company Biosearch Disclosure Schedule, none neither Biosearch nor any of the Company or any Company Subsidiary its subsidiaries is a party to or bound by (i) any "material contract" (meaning by that, any contract that requires payments or repayments by Biosearch exceeding Fifty Thousand United States Dollars (A$50,000) in the aggregate), (ii) any of non-competition agreement or any other agreement or obligation which purports to limit in any material respect the benefits to any party of which will be increasedmanner in which, or the vesting localities in which, all or any material portion of the business of Biosearch and its subsidiaries, taken as a whole, is conducted, (iii) any contract the benefits to any party of which will be acceleratedare contingent, by or the terms of which are materially altered, upon the occurrence of any of the transactions contemplated by this Agreement Agreement; (iv) any exclusive supply or purchase contracts or any Ancillary Agreement, or the value of any of the benefits to any party of which will be calculated on the basis of any of the transactions contemplated by this Agreement or any Ancillary Agreementexclusive requirements contracts, or (Bv) which, as of the date hereof, (1) is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (2) which involves aggregate expenditures in excess of $50,000, (3) which involves annual expenditures in excess of $50,000 and is not cancelable within one year, (4) which contains any non-compete contract or exclusivity provisions with respect to any line of business or geographic area with respect to the Company, any Company Subsidiary or any of the Company’s current or future affiliates, or which restricts the conduct of any line of business by the Company, any Company Subsidiary or any of the Company’s current or future affiliates or any geographic area in which the Company, any Company Subsidiary or any of the Company’s current or future affiliates may conduct business, in each case in any material respect, or (5) other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement or any Ancillary Agreement. Each contract (all contracts of the type types described in Section 3.13clauses (i), whether or not set forth in Section 3.13 of the Company Disclosure Schedule(ii), is (iii), (iv) and (v) above being referred to herein as a “Company "Biosearch Material Contract.” Contracts"). Biosearch has delivered to Versicor prior to the date of this Agreement, true, correct and complete copies of all Biosearch Material Contracts. Each Company Biosearch Material Contract is valid and binding on the Company and each Company Subsidiary party thereto andBiosearch (or, to the Company’s knowledgeextent a Biosearch subsidiary is a party, each other party thereto, such subsidiary) and is in full force and effect, and the Company Biosearch and each Company Subsidiary has Biosearch subsidiary have in all material respects performed all obligations required to be performed by it them to the date hereof under each Company Material Contract and, to the Company’s knowledge, each other party to each Company Material Contract has in all material respects performed all obligations required to be performed by it under such Company Biosearch Material Contract, except as would notwhere such non-compliance, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of would not have a material adverse effect on Biosearch. Neither Biosearch nor any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. None of the Company or any Company Subsidiary Biosearch subsidiary knows of, or has received notice ofof (x) any termination, cancellation or revocation with respect to, or (y) any violation or default under (or nor, to the knowledge of Biosearch, does there exist any condition which with the passage of time or the giving of notice or both would cause result in such a violation of or default under) any Company Biosearch Material Contract or any other contract to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. Section 3.13 of the Company Disclosure Schedule provides the Company’s good faith estimate of the additional costs which will accrue to the Company under the contracts described in clause (A) of Section 3.13 as a result of the transactions contemplated by this Agreement or any Ancillary Agreement, and such estimate is, in the aggregate, accurate in all material respectsContract.

Contracts; Debt Instruments. Except as disclosed in or attached as exhibits to the Company SEC Filings or as disclosed in Section 3.13 3.11 of the Company Disclosure Schedule, none neither the Company nor any of the Company or any Company Subsidiary Subsidiaries is a party to or bound by any contract contract, arrangement, commitment or understanding (Awhether written or oral) (i) except as set forth in Section 3.09(e) of the Company Disclosure Schedule, any of the benefits to any party of which will be increased, or the vesting of the benefits to any party of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or the value of any of the benefits to any party of which will be calculated on the basis of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or (Bii) which, as of the date hereof, (1) which is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (2) which involves aggregate requires expenditures in excess of $50,000, (3) 25 million or which involves requires annual expenditures in excess of $50,000 10 million and is not cancelable within one year, that has not been filed or incorporated by reference in the Company SEC Filings, (4iii) which contains any material non-compete or exclusivity provisions with respect to any line of business or geographic area in which business is conducted with respect to the Company, any Company Subsidiary or any of the Company’s current or future affiliates, Company Subsidiaries or which restricts the conduct of any line of business by the Company, any Company Subsidiary or any of the Company’s current or future affiliates Company Subsidiaries or any geographic area in which the Company, any Company Subsidiary or any of the Company’s current or future affiliates Company Subsidiaries may conduct business, in each case in any material respect, or (5iv) which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement Agreement. The Company has previously made available to Parent true and correct copies of all employment and deferred compensation agreements with directors, executive officers and key employees, and material agreements with consultants, which are in writing and to which the Company or any Ancillary Agreementof the Company Subsidiaries is a party. Each contract contract, arrangement, commitment or understanding of the type described in this Section 3.133.11, whether or not set forth in Section 3.13 3.11 of the Company Disclosure Schedule, is referred to herein as a “"Company Material Contract.” " Each Company Material Contract is valid and binding on the Company and each or any of the Company Subsidiary party thereto andSubsidiaries, to the Company’s knowledge, each other party theretoas applicable, and in full force and effect, and the Company and each of the Company Subsidiary has Subsidiaries have in all material respects performed all obligations required to be performed by it them to the date hereof under each Company Material Contract and, to the Company’s knowledge, each other party to each Company Material Contract has in all material respects performed all obligations required to be performed by it under such Company Material Contract, except as would notwhere such noncompliance, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in would not have a Company Material Adverse Effect. None of Neither the Company or nor any Company Subsidiary knows of, or has received notice of, any violation or default under (or nor does there exist any condition which with the passage of time or the giving of notice would cause such a violation of or default under) any Company Material Contract or any other contract loan or credit agreement, note, bond, mortgage, indenture or lease, or any other contract, agreement, arrangement or understanding to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. Set forth in Section 3.13 3.11 of the Company Disclosure Schedule provides is a description of any material changes to the amount and terms of the indebtedness of the Company and the Company Subsidiaries from that described in the notes to the financial statements incorporated in the Company’s good faith estimate of 's Form 10-K for the additional costs which will accrue to the Company under the contracts described in clause (A) of Section 3.13 as a result of the transactions contemplated by this Agreement or any Ancillary Agreementyear ended December 31, and such estimate is, in the aggregate, accurate in all material respects1996.