Common use of Contracts; Indebtedness Clause in Contracts

Contracts; Indebtedness. (a) Except as set forth in Section 4.16(a) of the Kroll Disclosure Schedule or listed as an exhibit to the Kroll SEC Documents filed and publicly available prior to the date hereof (together, the "Material Contracts"), neither Kroll nor any of its subsidiaries is a party to, and none of their respective properties or assets are bound by, any "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the Commission). Each such Material Contract is a valid, binding and enforceable obligation of Kroll or its subsidiaries and, to Kroll's knowledge, of the other party or parties thereto, in accordan▇▇ ▇▇▇▇ its terms, and in full force and effect, except (i) where the failure to be valid, binding, enforceable and in full force and effect would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on Kroll and (ii) to the extent as may be limited by applicable bankruptcy, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally or by general principles of equity. Kroll has not received any written notice from any other party to any such Material Contract, and otherwise has no knowledge that such third party intends to terminate, or not renew, any such Material Contract. As of the date hereof, all Material Contracts are either publicly filed with the Commission or Kroll has made, or will make promptly after the date hereof, true and correct copies of such contracts available to MMC. Neither Kroll nor any of its subsidiaries, and, to the knowledge of Kroll, no other party thereto, is in violation of or in default under any Material Contract (nor does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default thereunder by Kroll or, to Kroll's knowledge, by any third party), except for violations or defa▇▇▇▇ ▇▇at would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on Kroll. (b) Except as disclosed in the Kroll SEC Documents filed and publicly available prior to the date hereof, or as set forth in Section 4.16(b) of the Kroll Disclosure Schedule, neither Kroll nor any of its subsidiaries is a party to or otherwise bound by (i) any agreement containing covenants purporting to limit in a manner that is material to Kroll and its subsidiaries taken as a whole the freedom of Kroll or any of its subsidiaries to compete in any line of business or sell, supply or distribute any service or product, in each case, in any geographic area or to hire any individual or group of individuals, (ii) any agreement that, after the Effective Time, would have the effect of limiting in any material respect the freedom of MMC or any of its subsidiaries (other than Kroll and its subsidiaries) to compete in any line of business or sell, supply or distribute any product or service, in each case, in any geographic area or to hire any individual or group of individuals, or (iii) any acquisition agreement containing "earn-out" or other contingent payment obligations that could result in payments by Kroll or any of its subsidiaries after the date hereof in aggregate amounts, with respect to a particular agreement, in excess of $2.5 million. (c) Section 4.16(c) of the Kroll Disclosure Schedule sets forth (i) a list, as of the date hereof, of each agreement, instrument and other obligation pursuant to which any indebtedness for borrowed money of Kroll or any of its subsidiaries in an aggregate principal amount in excess of $5 million is outstanding and (ii) as of March 31, 2004, the respective principal amounts outstanding thereunder, which principal amount outstanding shall, other than with respect to any revolving credit facilities or lines of credit, be equal to or less than such amount as of the date of this Agreement.

Contracts; Indebtedness. (a) Except as set forth in Section 4.16(a) of the Kroll Disclosure Schedule or listed as an exhibit to the Kroll SEC Documents filed and publicly available prior to the date hereof (together, the "Material Contracts"), neither Kroll nor any of its subsidiaries is a party to, and none of their respective properties or assets are bound by, any "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the Commission). Each such Material Contract is a valid, binding and enforceable obligation of Kroll or its subsidiaries and, to Kroll's knowledge, of the other party or parties thereto, in accordan▇accordanc▇ ▇▇▇▇ its terms, and in full force and effect, except (i) where the failure to be valid, binding, enforceable and in full force and effect would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on Kroll and (ii) to the extent as may be limited by applicable bankruptcy, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally or by general principles of equity. Kroll has not received any written notice from any other party to any such Material Contract, and otherwise has no knowledge that such third party intends to terminate, or not renew, any such Material Contract. As of the date hereof, all Material Contracts are either publicly filed with the Commission or Kroll has made, or will make promptly after the date hereof, true and correct copies of such contracts available to MMC. Neither Kroll nor any of its subsidiaries, and, to the knowledge of Kroll, no other party thereto, is in violation of or in default under any Material Contract (nor does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default thereunder by Kroll or, to Kroll's knowledge, by any third party), except for violations or defa▇defau▇▇▇ ▇▇at ▇t would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on Kroll. (b) Except as disclosed in the Kroll SEC Documents filed and publicly available prior to the date hereof, or as set forth in Section 4.16(b) of the Kroll Disclosure Schedule, neither Kroll nor any of its subsidiaries is a party to or otherwise bound by (i) any agreement containing covenants purporting to limit in a manner that is material to Kroll and its subsidiaries taken as a whole the freedom of Kroll or any of its subsidiaries to compete in any line of business or sell, supply or distribute any service or product, in each case, in any geographic area or to hire any individual or group of individuals, (ii) any agreement that, after the Effective Time, would have the effect of limiting in any material respect the freedom of MMC or any of its subsidiaries (other than Kroll and its subsidiaries) to compete in any line of business or sell, supply or distribute any product or service, in each case, in any geographic area or to hire any individual or group of individuals, or (iii) any acquisition agreement containing "earn-out" or other contingent payment obligations that could result in payments by Kroll or any of its subsidiaries after the date hereof in aggregate amounts, with respect to a particular agreement, in excess of $2.5 million. (c) Section 4.16(c) of the Kroll Disclosure Schedule sets forth (i) a list, as of the date hereof, of each agreement, instrument and other obligation pursuant to which any indebtedness for borrowed money of Kroll or any of its subsidiaries in an aggregate principal amount in excess of $5 million is outstanding and (ii) as of March 31, 2004, the respective principal amounts outstanding thereunder, which principal amount outstanding shall, other than with respect to any revolving credit facilities or lines of credit, be equal to or less than such amount as of the date of this Agreement.

Contracts; Indebtedness. (a) Except as set forth in Section 4.16(a) 4.16 of the Kroll Navigant Disclosure Schedule or listed as an exhibit to Navigant’s Annual Report on Form 10-K for the Kroll SEC Documents filed and publicly available prior to year ended December 25, 2005 (together with the date hereof (togethercontracts listed on Section 4.16 of the Navigant Disclosure Schedule, the "“Material Contracts"”), neither Kroll Navigant nor any of its subsidiaries is a party to, and none of their respective properties or assets are bound by, any "“material contract" ” (as such term is defined in Item 601(b)(10) of Regulation S-S K of the Commission). Each such Material Contract is a valid, binding and enforceable obligation of Kroll Navigant or its subsidiaries and, to Kroll's Navigant’s knowledge, of the other party or parties thereto, in accordan▇▇ ▇▇▇▇ accordance with its terms, and in full force and effect, and, upon consummation of the transactions contemplated by this Agreement shall be in full force and effect without penalty or other adverse consequence, except (i) where the failure to be valid, binding, enforceable and in full force and effect would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on Kroll Navigant and (ii) to the extent as may be limited by applicable bankruptcy, insolvency, moratorium or other laws affecting the enforcement of creditors' ’ rights generally or by general principles of equity. Kroll As of the date hereof and, except as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on Navigant, as of the Closing Date, neither Navigant nor any subsidiary of Navigant has not received any written notice from any other party to any such Material Contract, and otherwise has no knowledge that such third party intends to terminate, or not renew, renew any such Material Contract, or is seeking the renegotiation thereof in any material respect or substitute performance thereunder in any material respect. As of the date hereof, all Material Contracts are either publicly filed with the Commission and available via ▇▇▇▇▇ or Kroll Navigant has made, or will make promptly after the date hereof, made available to CWT true and correct copies of all such contracts available to MMCcontracts. Neither Kroll Navigant nor any of its subsidiaries, and, to the knowledge of KrollNavigant, no other party thereto, is in violation of or in default under any Material Contract (nor does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default thereunder by Kroll Navigant or any of its subsidiaries or, to Kroll's Navigant’s knowledge, by any third party), except for violations or defa▇▇▇▇ ▇▇at defaults that would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on KrollNavigant. (b) Except as disclosed in the Kroll SEC Documents filed and publicly available prior to the date hereof, or as set forth in Section 4.16(b) of the Kroll Navigant Disclosure Schedule, neither Kroll Navigant nor any of its subsidiaries is a party to or otherwise bound by (i) any agreement containing covenants purporting to limit in a manner that is any material to Kroll and its subsidiaries taken as a whole respect the freedom of Kroll Navigant or any of its subsidiaries or employees to compete in any line of business or sell, supply or distribute any service or product, in each case, in any geographic area or to hire any individual or group of individualsindividuals or any similar obligation or limitation (with such obligation or limitation described in Section 4.16(b) of the Navigant Disclosure Schedule), (ii) any agreement that, after the Effective Time, would have the effect of limiting in any material respect the freedom of MMC CWT or any of its subsidiaries (other than Kroll and its subsidiaries) or employees to compete in any line of business or sell, supply or distribute any product or service, in each case, in any geographic area or to hire any individual or group of individualsindividuals or any similar obligation or limitation (with such obligation or limitation described in Section 4.16(b) of the Navigant Disclosure Schedule), or (iii) any acquisition agreement containing "“earn-out" ” or other contingent payment obligations that could result in payments by Kroll or any of its subsidiaries after the date hereof in aggregate amounts, with respect to a particular agreement, in excess of $2.5 millionobligations. (c) Section 4.16(c) of the Kroll Navigant Disclosure Schedule sets forth (i) a listlist of all agreements, as of the date hereof, of each agreement, instrument instruments and other obligation obligations pursuant to which any indebtedness for borrowed money of Kroll Navigant or any of its subsidiaries in an aggregate principal amount in excess of $5 million 2,500,000 is outstanding and or may be incurred, (ii) as of March 31, 2004, the respective principal amounts outstanding thereunder, which principal amount outstanding shall, other than with respect to any revolving credit facilities or lines of credit, be equal to or less than such amount thereunder as of the date of this Agreement, and (iii) a list of all agreements that relate to guaranties by Navigant or any of its subsidiaries of the indebtedness of any other Person. (d) Section 4.16(d) of the Navigant Disclosure Schedule sets forth a list of all material oral or written contracts and agreements which (i) involve the provision or procurement