Common use of Material Contracts Clause in Contracts

Material Contracts. (a) Except as set forth in Section 4.13(a) of the Disclosure Schedule or specifically approved by Purchaser under Section 6.1, no Seller (in connection with the Business) and no Purchased Entity is a party to or bound by any: (i) Contract that would be required to be filed by Honeywell as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the Securities and Exchange Commission (including Contracts relating to compensation of executive officers); (ii) Contract containing covenants not to compete in any line of business, industry or geographical area restricting the Business; (iii) Contract which creates a partnership or joint venture or similar arrangement between any Seller or Purchased Entity and another Person or any options, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or any other agreements or arrangements with respect to any equity securities of the Purchased Entities; (iv) indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness or any Encumbrance (other than a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000; (v) Contract for the sale of any material Purchased Assets or material assets of the Purchased Entities, including any real property, after the date hereof (other than inventory in the ordinary course of business consistent with past practice); (vi) collective bargaining agreement, employee association agreement or other agreement with any labor union, employee representative group, works council or similar collection of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 in any fiscal year; (viii) Contract between any Seller or Purchased Entity, on the one hand, and any of Honeywell or its Affiliates or Subsidiaries or any of its or their officers or directors or entities in which they have a controlling interest (other than Contracts solely between the Purchased Entities or between any Purchased Entity and its Subsidiaries), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ix) Contract under which any Seller or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices entered into in the ordinary course of business consistent with past practice); (x) Contract containing any material license of, or any option to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition of the business or stock (or, to the extent constituting a going-concern business, assets or other properties) of any other Person since December 31, 2007. Each such contract described in clauses (i)-(xiv) is referred to herein as a “Material Contract.”

Material Contracts. (a) Except as set forth in Section 4.13(a) the exhibit index of the Disclosure Schedule or specifically approved by Purchaser under Company’s Annual Report on Form 10-K for the fiscal year ended May 26, 2007 and as permitted pursuant to Section 6.1, no Seller (in connection with neither the Business) and no Purchased Entity Company nor any of its Subsidiaries is a party to or bound by any: (i) Contract any agreement relating to the incurring of Indebtedness by the Company or any of its Subsidiaries in an amount in excess of $1,000,000 in the aggregate, including any such agreement which contains provisions that would be required to be filed by Honeywell restrict, or may restrict, the conduct of business of the issuer thereof as a currently conducted (collectively, “Instruments of Indebtedness”); (ii) any “material contract pursuant to contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Securities and Exchange Commission (including Contracts relating to compensation of executive officersSEC); (ii) Contract containing covenants not to compete in any line of business, industry or geographical area restricting the Business; (iii) Contract which creates a partnership any non-competition or joint venture or similar arrangement between any Seller or Purchased Entity and another Person or any optionsexclusive dealing agreement, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or any other agreements agreement or arrangements with obligation which purports to limit or restrict in any respect to any equity securities (A) the ability of the Purchased EntitiesCompany or its Subsidiaries to solicit customers or (B) the manner in which, or the localities in which, all or any portion of the business of the Company and its Subsidiaries or, following consummation of the transactions contemplated by this Agreement, Parent and its Subsidiaries, is or would be conducted, or any non-competition or exclusive dealing agreement, or any other agreement or obligation of the type described in (A) or (B) of this clause (iii) which following the Closing would purport to apply to Parent or any of its Affiliates other than the Company and its Subsidiaries; (iv) indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or any agreement providing for Indebtedness or any Encumbrance (other than a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000; (v) Contract for the sale of any material Purchased Assets or material assets of the Purchased Entitiesindemnification, including any real property, after the date hereof (other than inventory in the ordinary course of business consistent with past practice); (vi) collective bargaining agreement, employee association agreement or other agreement with any labor union, employee representative group, works council or similar collection of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 2,000,000, by the Company or a Subsidiary of the Company of any Person other than standard form indemnity provisions in any fiscal year; (viii) Contract between any Seller or Purchased Entity, on agreements with customers of the one hand, and any of Honeywell or its Affiliates or Subsidiaries Company or any of its or their officers or directors or entities in which they have a controlling interest (other than Contracts solely between the Purchased Entities or between any Purchased Entity and its Subsidiaries), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ix) Contract under which any Seller or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices Subsidiaries entered into in the ordinary course of business consistent with past practice); (v) any joint venture or partnership agreement; (vi) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; (vii) any contract or agreement providing for any payments that are conditioned, in whole or in part, on a change of control of the Company or any of its Subsidiaries; (viii) any collective bargaining agreement; (ix) any agreement material to the Company and its Subsidiaries, taken as a whole, pertaining to the use of or granting any right to use or practice any rights under any Intellectual Property; (x) Contract containing any agreements pursuant to which the Company or any of its Subsidiaries leases any material license of, real property or any option to assign or purchase, leases any material Intellectual Property (excluding, however, licenses of commercially available Software)real property to third parties; (xi) Contract under which any Seller contract or Purchased Entity received payments in excess agreement material to the Company and its Subsidiaries, taken as a whole, providing for the outsourcing or provision of $250,000 in the last fiscal year servicing of customers, technology or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life product offerings of the Contract Company or its Subsidiaries; (xii) any contract relating to the supply of any material item used by the Company or a Subsidiary that is a sole source of supply; (xiii) any contract or other than sales orders or invoices agreement entered into since January 1, 1997 with respect to the acquisition or divestiture of all or any portion of a business; or (xiv) any other contract or other agreement not made in the ordinary course of business consistent with past practice); practice that (xiiA) Contract involving is not within any Key Customers of the other categories described in this Section 4.9(a) but is material to the Company and its Subsidiaries taken as a whole, (B) would reasonably be expected to result in revenues, receipts, liabilities or Key Suppliersexpenditures, other than purchase orders or otherwise involve an amount, in excess of $5,000,000 per year or (C) would reasonably be expected to materially delay or prevent the consummation of the Offer, the Merger or any of the transactions contemplated by this Agreement (the agreements, contracts and sales orders obligations set forth in the ordinary course exhibit index of business; the Company’s Annual Report on Form 10-K for the fiscal year ended May 26, 2007 and the agreements, contracts and obligations listed in clauses (xiiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or through (xiv) Contract involving the acquisition of the business or stock (or, to the extent constituting a going-concern business, assets or other properties) of any other Person since December 31, 2007. Each such contract described in clauses (i)-(xiv) is being referred to herein as “Company Material Contracts”). None of the Company Material Contracts contains a “most favored nation” clause or other term providing preferential pricing or treatment to a third party. Section 4.9(a) of the Company Disclosure Schedule sets forth as of the date hereof all of the Company Material ContractContracts. True, correct and complete copies of each Company Material Contract have been made available to Parent.”

Material Contracts. (a) Except as set forth in Section 4.13(a) of the Disclosure Schedule exhibit index for the Company’s Annual Report on Form 10-K for the year ended September 30, 2005 or specifically approved by Purchaser under as permitted pursuant to Section 6.1, no Seller (in connection with neither the Business) and no Purchased Entity Company nor any of its Subsidiaries is a party to or bound by any: (i) Contract any agreement relating to the incurring of Indebtedness by the Company or any of its Subsidiaries in an amount in excess of $2,000,000 in the aggregate, including any such agreement which contains provisions that would be required to be filed by Honeywell restrict, or may restrict, the conduct of business of the issuer thereof as a currently conducted (collectively, “Instruments of Indebtedness”), (ii) any “material contract pursuant to contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Securities and Exchange Commission (including Contracts relating to compensation of executive officersSEC); (ii) Contract containing covenants not to compete in any line of business, industry or geographical area restricting the Business; (iii) Contract any non-competition or exclusive dealing agreement, or any other agreement or obligation which creates purports to limit or restrict in any material respect (A) the ability of the Company or its Subsidiaries to solicit customers or (B) the manner in which, or the localities in which, all or any portion of the business of the Company and its Subsidiaries or, following consummation of the transactions contemplated by this Agreement, Parent and its Subsidiaries, is or would be conducted, or any non-competition or exclusive dealing agreement, or any other agreement or obligation of the type described in (A) or (B) of this clause (iii) which following the Closing would purport to apply to Parent or any of its Affiliates other than the Company and its Subsidiaries, (iv) any agreement providing for the indemnification, in excess of $1,000,000, by the Company or a partnership Subsidiary of the Company of any Person other than standard form indemnity provisions in agreements with customers of the Company or any of its Subsidiaries, (v) any joint venture or partnership agreement, (vi) any agreement that grants any right of first refusal or right of first offer or similar arrangement between any Seller right or Purchased Entity and another Person that limits or purports to limit the ability of the Company or any optionsof its Subsidiaries to own, rights operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (preemptive or otherwise), warrants, calls, convertible securities or commitments or vii) any other agreements or arrangements with respect to any equity securities of the Purchased Entities; (iv) indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness contract or agreement providing for Indebtedness any payments in excess of $1,000,000 that are conditioned, in whole or in part, on a change of control of the Company or any Encumbrance of its Subsidiaries, (other than viii) any collective bargaining agreement, (ix) any agreement material to the Company and its Subsidiaries, taken as a Permitted Encumbrancewhole, pertaining to the use of or granting any right to use or practice any rights under any Intellectual Property, (x) on any assets agreements pursuant to which the Company or any of its Subsidiaries leases any material real property or leases any material real property to third parties, (xi) any contract or agreement material to the Company and its Subsidiaries, taken as a whole, providing for the outsourcing or provision of servicing of customers, technology or product offerings of the Purchased Entities in an amount exceeding $100,000; Company or its Subsidiaries, (vxii) Contract for the sale any contract or other agreement to which Apogent Technologies Inc. (“Former Company Parent”) or any of its present or former Subsidiaries is a party or otherwise bound, and (xiii) any material Purchased Assets other contract or material assets of the Purchased Entities, including any real property, after the date hereof (other than inventory agreement not made in the ordinary course of business consistent with past practice); practice that (viA) collective bargaining agreement, employee association agreement is material to the Company and its Subsidiaries taken as a whole or other agreement with any labor union, employee representative group, works council (B) would reasonably be expected to materially delay or similar collection prevent the consummation of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 in any fiscal year; (viii) Contract between any Seller or Purchased Entity, on the one hand, and any of Honeywell or its Affiliates or Subsidiaries Merger or any of its or their officers or directors or entities the transactions contemplated by this Agreement (the agreements, contracts and obligations listed in which they have a controlling interest clauses (other than Contracts solely between the Purchased Entities or between any Purchased Entity and its Subsidiaries), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ixi) Contract under which any Seller or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices entered into in the ordinary course of business consistent with past practice); (x) Contract containing any material license of, or any option to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; through (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition of the business or stock (or, to the extent constituting a going-concern business, assets or other properties) of any other Person since December 31, 2007. Each such contract described in clauses (i)-(xiv) is being referred to herein as “Company Material Contracts”). None of the Company Material Contracts contains a “most favored nation” clause or other term providing preferential pricing or treatment to a third party. Section 4.9(a) of the Company Disclosure Schedule sets forth as of the date hereof all of the Company Material ContractContracts.”

Material Contracts. (a) Except as disclosed in the Specified Parent SEC Documents, to the extent that it is reasonably apparent that the disclosure in the Specified Parent SEC Documents is responsive to the matters set forth in this Section 4.13(a) 4.12(a), as of the Disclosure Schedule or specifically approved by Purchaser under Section 6.1date of this Agreement, no Seller (in connection with the Business) and no Purchased Entity neither Parent nor any of its Subsidiaries is a party to or bound by any: any contract, arrangement, commitment or understanding (whether written or oral), other than hedging or similar arrangements in the ordinary course of business consistent with past practice, (i) Contract that would be required to be filed by Honeywell as which is a material contract pursuant to (as defined in Item 601(b)(10) of Regulation S-K of the Securities and Exchange Commission (including Contracts relating SEC) to compensation be performed after the date of executive officers); this Agreement, (ii) Contract containing covenants not which materially restrains, limits or impedes Parent’s or any of its Subsidiaries’ ability to compete with or conduct any business or any line of business (including (A) geographic limitations on Parent’s or any of its Subsidiaries’ activities, (B) any confidentiality agreement, area of mutual interest or standstill agreement with any third party (or agent thereof) that contains any exclusivity or standstill provisions that are or will be binding on Parent, any of its Subsidiaries or, after the Effective Time, the Surviving Corporation); provided that Parent need not disclose in the Parent Disclosure Letter information related to those agreements which would otherwise be covered by this clause (ii) to the extent such agreements prohibit the Company from disclosing the existence or any terms of such agreements to third parties, except that if any such agreements contain any material restrictions, limits or impediments on the Parent’s or its Subsidiaries’ ability to compete with or conduct any business or any line of business, industry or geographical area restricting such restrictions, limits and impediments shall be disclosed without providing the Business; identity of the parties to the agreements on Parent’s Disclosure Letter, (iii) Contract which creates is a material take-or-pay agreement or other similar agreement that entitles purchasers of production to receive delivery of Hydrocarbons without paying therefor, (iv) which contains a put, call or other right of acquisition or disposition pursuant to which the Parent or any of its Subsidiaries could be required to purchase or sell, as applicable, any equity interests (including licensing or leasehold interests) of any Person or assets that have a market value or purchase price of more than $5,000,000, or, with respect to calls on production, that obligate the Parent or any of its Subsidiaries to sell Hydrocarbons at a price which is less than market value, (v) which is a partnership or joint venture relating to the formation, creation, operation, management or similar arrangement between control of any Seller partnership or Purchased Entity joint venture material to the Parent and another Person its Subsidiaries, taken as a whole, in which the Parent, directly or indirectly, owns more than 10% voting or economic interest, or any optionsinterest valued at more than $10,000,000 without regard to percentage voting or economic interest, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or any other agreements or arrangements with respect to any equity securities of the Purchased Entities; (iv) indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness or any Encumbrance (other than a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000; (v) Contract for the sale of any material Purchased Assets or material assets of the Purchased Entities, including any real property, after the date hereof (other than inventory in the ordinary course of business consistent with past practice); (vi) collective bargaining agreement, employee association agreement or other agreement with any labor union, employee representative group, works council or similar collection of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 in any fiscal year; (viii) Contract between any Seller or Purchased Entity, on the one hand, and any of Honeywell or its Affiliates or Subsidiaries or any of its or their officers or directors or entities in which they have a controlling interest (other than Contracts solely between the Purchased Entities or between any Purchased Entity is otherwise material to Parent and its SubsidiariesSubsidiaries taken as a whole. Each contract, arrangement, commitment or understanding of the type described in this Section 4.12(a)(i) through (iv), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ix) Contract under which any Seller whether or Purchased Entity has made payments in excess of $250,000 not disclosed in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices entered into in the ordinary course of business consistent with past practice); (x) Contract containing any material license ofSpecified Parent SEC Documents, or any option to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition of the business or stock (or, to the extent constituting a going-concern business, assets or other properties) of any other Person since December 31, 2007. Each such contract described in clauses (i)-(xiv) is referred to herein as a “Parent Material Contract” (for purposes of clarification, each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement, whether or not filed with the SEC or disclosed in the Specified Parent SEC Documents, is a Parent Material Contract). Parent has previously made available to the Company true, complete and correct copies of each Parent Material Contract other than those which Parent is entitled to omit from the Parent Disclosure Letter pursuant to the proviso to clause (ii) of the first sentence of this Section 4.12(a).”

Material Contracts. (a) Except as set forth in Section 4.13(a) on Schedule 3.9 hereto, none of the Disclosure Schedule Company or specifically approved by Purchaser under Section 6.1, no Seller (in connection with the Business) and no Purchased Entity any of its Subsidiaries is a party to any oral or bound by any: written contract, commitment or agreement (i) Contract that would be required that, other than with respect to be filed by Honeywell as a material contract pursuant Material Leases, obligates the Company or any Subsidiary to Item 601(b)(10) pay or entitles the Company or any Subsidiary to receive an amount, from and after the date hereof, of Regulation S-K of the Securities and Exchange Commission (including Contracts relating to compensation of executive officers)$250,000 or more annually; (ii) Contract containing covenants not restricting the Company's or any Subsidiary's ability to compete conduct the outdoor or mall advertising business generally in any line of business, industry geographic location (including applicable non-competes or geographical area restricting the Businesssimilar agreements); (iii) Contract which creates a partnership or joint venture or similar arrangement between any Seller or Purchased Entity and another Person or any options, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or any other agreements or arrangements with respect to any equity securities of the Purchased Entities; (iv) indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness or any Encumbrance (other than a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000; (v) Contract that provides for the sale of any material Purchased Assets or material assets of the Purchased Entities, including any real property, after the date hereof (other than inventory in the ordinary course of business consistent with past practice); (vi) collective bargaining agreement, employee association agreement or other agreement with any labor union, employee representative group, works council or similar collection of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 in any fiscal year; (viii) Contract between any Seller or Purchased Entity, on the one hand, and any of Honeywell or its Affiliates or Subsidiaries or any of its or their officers or directors or entities in which they have a controlling interest (other than Contracts solely between the Purchased Entities or between any Purchased Entity and its Subsidiaries), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ix) Contract under which any Seller or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices entered into in the ordinary course of business consistent with past practice); (x) Contract containing any material license of, or any option to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assetssimilar rights of possession or occupancy of real property (as tenant, occupier or possessor) used primarily for billboard sites, pursuant to which the current net annual rent payable by the Company or any Subsidiary currently exceeds $50,000 (the "MATERIAL LEASES"); or (xiviv) Contract involving the acquisition evidences indebtedness of the business Company or stock any Subsidiary for money borrowed (orwhether incurred, assumed, guaranteed or secured by any asset) and, with respect to all such contracts, commitments and agreements, except as set forth on Schedule 3.9 hereto, neither the Company nor any of its Subsidiaries, nor, to the extent constituting a going-concern businessknowledge of the Company, assets or other properties) of any other Person since December 31party to any such contract, 2007commitments and agreements is, in breach thereof or default thereunder and there does not exist under any provision thereof, to the knowledge of the Company, any event that, with the giving of notice or the lapse of time or both, would constitute such a breach or default, except for such breaches, defaults and events as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, have a Material Adverse Effect. Each Complete and correct copies of each contract, commitment and agreement set forth on Schedule 3.9 have been furnished or made available to Buyer, and, to the knowledge of the Company, all of such contract described contracts, commitments and agreements are valid, binding and in clauses (i)-(xiv) is referred full force and effect except for such failures to herein as be so valid, binding and in full force and effect which, individually or in the aggregate, would not a “Material ContractAdverse Effect.”

Material Contracts. (a) Except as disclosed in the Specified Company SEC Documents, to the extent that it is reasonably apparent that the disclosure in the Specified Company SEC Documents is responsive to the matters set forth in this Section 4.13(a) 3.12(a), as of the Disclosure Schedule or specifically approved by Purchaser under Section 6.1date of this Agreement, no Seller (in connection with neither the Business) and no Purchased Entity Company nor any of its Subsidiaries is a party to or bound by any: any contract, arrangement, commitment or understanding (whether written or oral), other than hedging or similar arrangements in the ordinary course of business consistent with past practice, (i) Contract that would be required to be filed by Honeywell as which is a material contract pursuant to (as defined in Item 601(b)(10) of Regulation S-K of the Securities and Exchange Commission (including Contracts relating SEC) to compensation be performed after the date of executive officers); this Agreement, (ii) Contract containing covenants not which materially restrains, limits or impedes the Company’s or any of its Subsidiaries’ ability to compete with or conduct any business or any line of business (including (A) geographic limitations on the Company’s or any of its Subsidiaries’ activities or (B) any confidentiality agreement, area of mutual interest or standstill agreement with any third party (or any agent thereof) that contains any exclusivity or standstill provisions that are or will be binding on the Company, any of its Subsidiaries or, after the Effective Time, Parent or any of its Subsidiaries); provided that (x) the Company need not disclose in the Company Disclosure Letter information related to those agreements which would otherwise be covered by this clause (ii) to the extent such agreements prohibit the Company from disclosing the existence or any terms of such agreements to third parties, except that if any such agreements contain any material restrictions, limits or impediments on the Company’s or its Subsidiaries’ ability to compete with or conduct any business or any line of business, industry such restrictions, limits and impediments shall be disclosed without providing the identity of the parties to the agreements on the Company’s Disclosure Letter, and (y) the Company need not disclose on its Disclosure Letter to this Agreement information related to those agreements which would otherwise be covered by this clause (ii) to the extent such agreements relate to a potential sale of all or geographical area restricting substantially all of the Business; assets or equity securities of the Company (whether by merger or otherwise), except that the Company shall disclose on the Company’s Disclosure Letter the date of each such agreement, (iii) Contract which creates is a material take-or-pay agreement or other similar agreement that entitles purchasers of production to receive delivery of Hydrocarbons without paying therefor, (iv) which contains a put, call or other right of acquisition or disposition pursuant to which the Company or any of its Subsidiaries could be required to purchase or sell, as applicable, any equity interests (including licensing or leasehold interests) of any Person or assets that have a market value or purchase price of more than $5,000,000, or, with respect to calls on production, that obligate the Company or any of its Subsidiaries to sell Hydrocarbons at a price which is less than market value, (v) which is a partnership or joint venture relating to the formation, creation, operation, management or similar arrangement between control of any Seller partnership or Purchased Entity joint venture material to the Company and another Person its Subsidiaries, taken as a whole, in which the Company, directly or indirectly, owns more than a 10% voting or economic interest, or any optionsinterest valued at more than $10,000,000 without regard to percentage voting or economic interest, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or any other agreements or arrangements with respect to any equity securities of the Purchased Entities; (iv) indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness or any Encumbrance (other than a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000; (v) Contract for the sale of any material Purchased Assets or material assets of the Purchased Entities, including any real property, after the date hereof (other than inventory in the ordinary course of business consistent with past practice); (vi) collective bargaining agreement, employee association agreement or other agreement with any labor union, employee representative group, works council or similar collection of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 in any fiscal year; (viii) Contract between any Seller or Purchased Entity, on which is otherwise material to the one hand, and any of Honeywell or its Affiliates or Subsidiaries or any of its or their officers or directors or entities in which they have a controlling interest (other than Contracts solely between the Purchased Entities or between any Purchased Entity Company and its SubsidiariesSubsidiaries taken as a whole. Each contract, arrangement, commitment or understanding of the type described in this Section 3.12(a) (i) through (vi), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ix) Contract under which any Seller whether or Purchased Entity has made payments in excess of $250,000 not disclosed in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices entered into in the ordinary course of business consistent with past practice); (x) Contract containing any material license ofSpecified Company SEC Documents, or any option to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition of the business or stock (or, to the extent constituting a going-concern business, assets or other properties) of any other Person since December 31, 2007. Each such contract described in clauses (i)-(xiv) is referred to herein as a “Company Material Contract” (for purposes of clarification, each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement, whether or not filed with the SEC or disclosed in the Specified Company SEC Documents, is a Company Material Contract). The Company has previously made available to Parent true, complete and correct copies of each Company Material Contract other than those which the Company is entitled to omit from the Company Disclosure Letter pursuant to the proviso to clause (ii) of the first sentence of this Section 3.12(a).”

Material Contracts. (a) Except as set forth in Section 4.13(a) The Company has made available to Parent a true and complete copy of each Contract to which the Disclosure Schedule Company or specifically approved by Purchaser under Section 6.1, no Seller (in connection with the Business) and no Purchased Entity any of its Subsidiaries is a party to as of the date of this Agreement or by which the Company, any of its Subsidiaries or any of its respective properties or assets is bound by anyas of the date of this Agreement, which: (i) Contract that would be required to be filed by Honeywell as is a “material contract pursuant to contract” within the meaning of Item 601(b)(10) of Regulation S-K of promulgated by the Securities and Exchange Commission (including Contracts relating to compensation of executive officers)SEC; (ii) Contract containing contains covenants of the Company or any of its Subsidiaries not to compete or engage in any line of business, industry business or geographical area restricting the Businesscompete with any Person in any geographic area; (iii) Contract requires referrals of business or requires the Company or any of its Subsidiaries to make available investment opportunities to any person on a priority, equal or exclusive basis; (iv) pursuant to which creates the Company or any of its Subsidiaries has entered into a partnership or joint venture or similar arrangement between any Seller or Purchased Entity and another Person or any options, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or with any other agreements or arrangements with respect to any equity securities of the Purchased Entities; (iv) indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness or any Encumbrance Person (other than a Permitted Encumbrancethe Company or any of its Subsidiaries) on any assets that is material to the business of the Purchased Entities in an amount exceeding $100,000Company and its Subsidiaries, taken as a whole; (v) Contract provides for the sale future payments that are conditioned on, in whole or in part, or that cause an event of any material Purchased Assets default as a result of, a change of control or material assets of the Purchased Entities, including any real property, after the date hereof (other than inventory in the ordinary course of business consistent with past practice)similar event; (vi) collective bargaining agreement, employee association agreement or other agreement with any labor union, employee representative group, works council or similar collection of employeesis a Company Reinsurance Agreement; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 in any fiscal yearis a Partner Agent Agreement; (viii) Contract between is a OneBeacon Arrangement; (ix) relates to or evidences indebtedness for borrowed money or any Seller or Purchased Entity, on guarantee of indebtedness for borrowed money by the one hand, and any of Honeywell or its Affiliates or Subsidiaries Company or any of its or their officers or directors or entities in which they have a controlling interest (other than Contracts solely between the Purchased Entities or between any Purchased Entity and its Subsidiaries), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ix) Contract under which any Seller or Purchased Entity has made payments Subsidiaries in excess of one hundred thousand dollars ($250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices entered into in the ordinary course of business consistent with past practice100,000); (x) Contract containing evidences any material license of, guarantee of obligations of any Person other than a wholly-owned Subsidiary of the Company; or any option to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which would prevent or materially delay the consummation or otherwise reduce the contemplated benefits of any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition transactions contemplated by this Agreement. Each instrument of the business or stock (or, to the extent constituting a going-concern business, assets or other properties) of any other Person since December 31, 2007. Each such contract type described in clauses (i)-(xivi) through (xi) of this Section 3.24 is referred to herein as a “Material Contract”.”

Material Contracts. (a) Except as set forth in Section 4.13(a) 4.16 of the Parent Disclosure Schedule or specifically approved by Purchaser under Section 6.1, no Seller (in connection with sets forth a list as of the Business) and no Purchased Entity is a party to or bound by any: date hereof of all (i) Contract that would be required to be filed by Honeywell as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the Securities and Exchange Commission (including Contracts relating to compensation of executive officers); contracts for borrowed money or guarantees thereof, (ii) Contract contracts involving any rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions), or any combination of these transactions (each a "Derivative" and collectively, "Derivatives"), (iii) contracts containing covenants not by Parent or any of its subsidiaries restricting its ability or the ability of any affiliates of Parent to compete engage in any line of business, industry or geographical area restricting the Business; (iii) Contract which creates a partnership or joint venture or similar arrangement between any Seller or Purchased Entity and another Person or any options, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or any other agreements or arrangements with respect to any equity securities of the Purchased Entities; (iv) indenturecontracts to purchase materials, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage supplies or other evidence of Indebtedness or agreement providing for Indebtedness or any Encumbrance (other than a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000; (v) Contract for the sale of any material Purchased Assets or material assets of the Purchased Entitiesassets, including any real property, after the date hereof (other than inventory in the ordinary course of business consistent with past practice); (vi) collective bargaining agreement, employee association agreement or other agreement with any labor union, employee representative group, works council or similar collection of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 in any fiscal year; (viii) Contract between any Seller or Purchased Entity, on the one hand, and any of Honeywell or its Affiliates or Subsidiaries or any of its or their officers or directors or entities in which they have a controlling interest (other than Contracts solely between the Purchased Entities or between any Purchased Entity and its Subsidiaries), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ix) Contract under which any Seller or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices entered into in the ordinary course of business consistent with the customary past practicepractice of Parent and other contracts involving obligations of less than $25,000 individually and $100,000 in the aggregate, (v) contracts with distributors, sub-distributors or sales agents for Parent or any of its subsidiaries or in which Parent or any of its subsidiaries acts as distributor or sales agent for others, (vi) contracts in which the surviving liability (including indemnities) of Parent or any of its subsidiaries could exceed $100,000 and involving the sale or other disposition by Parent or any of its subsidiaries of one or more business units, divisions or entities (including former subsidiaries); (xvii) Contract containing any contracts involving the sale, disposition or licensing of other material license of, assets of Parent or any option to assign or purchase, any material Intellectual Property of its subsidiaries (excluding, however, licenses of commercially available Softwareincluding intellectual property); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders the sale of inventory in the ordinary course of business; , (xiiivii) leasecontracts involving the investment, subleaseincluding by way of capital contribution, loan or advance, by Parent or any of its subsidiaries in any other person, firm or entity, other than cash and cash equivalents and other than investments no longer owned by Parent or any of its subsidiaries, and (ix) other contracts under which the unpaid liability of Parent or any of its subsidiaries is $100,000 or more or are otherwise material (all contracts described in each of the categories (i) through (ix) above, "Material Contracts"). All Material Contracts to which Parent or any of its subsidiaries is a party or by which any of its assets are bound are valid and binding, in full force and effect and enforceable against the parties thereto in accordance with their respective terms, except where the failure to be so valid and binding, in full force and effect or enforceable would not individually or in the aggregate have a Parent Material Adverse Effect. There is not under any such Material Contract, any existing default, or license event, which after notice or lapse of time, or both, would constitute a default, by Parent or any Leased Real Propertyof its subsidiaries, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition of the business or stock (or, to the extent constituting a going-concern businessknowledge of Parent, assets or other properties) of any other Person since December 31party, 2007. Each other than any such contract described defaults or events which, individually or in clauses (i)-(xiv) is referred to herein as the aggregate, would not have a “Parent Material ContractAdverse Effect.”

Material Contracts. (a) Except as set forth in Section 4.13(a3.12(a) of the Company Disclosure Schedule or specifically approved by Purchaser under Section 6.1, no Seller (in connection with the Business) and no Purchased Entity is a party to or bound by any: Letter sets forth (i) Contract that would be required to be filed by Honeywell any "material contracts" (as a material contract pursuant to such term is defined in Item 601(b)(10) of Regulation S-K of the Securities and Exchange Commission (including Contracts relating to compensation of executive officersK); (ii) Contract containing covenants not to compete in any line of businessmaterial joint ventures, industry partnerships, or geographical area restricting the Businesssimilar arrangements; (iii) Contract which creates a partnership or joint venture or similar arrangement between any Seller or Purchased Entity and another Person or any options, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or any other agreements or arrangements with respect that give rise to any equity securities a right of the Purchased Entitiesother parties thereto to terminate such material contract or to a right of first refusal or similar right thereunder as a result of the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby; (iv) indentureany material employment, letters consulting, severance or termination agreement with any director, officer, employee, agent or consultant of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness the Company or any Encumbrance (other than a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000its Subsidiaries; (v) Contract for the sale of any material Purchased Assets severance programs, policies, plans or material assets of arrangements to which the Purchased Entities, including any real property, after the date hereof (other than inventory in the ordinary course of business consistent with past practice); (vi) collective bargaining agreement, employee association agreement or other agreement with any labor union, employee representative group, works council or similar collection of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 in any fiscal year; (viii) Contract between any Seller or Purchased Entity, on the one hand, and any of Honeywell or its Affiliates or Subsidiaries Company or any of its Subsidiaries is obligated (except for any of such items that may be imposed by applicable Law); or (vi) any agreements, licenses or other arrangements that could, after the Closing, restrict the Purchasers, or any of their officers Affiliates, from engaging in or directors competing with any line of business or entities in any geographic area to which or by which either the Company or any of its Subsidiaries is a party or bound (collectively, the "Material Contracts"). All Material Contracts are valid and in full force and effect except to the extent they have a controlling interest (other than Contracts solely between the Purchased Entities or between any Purchased Entity previously expired in accordance with their terms and its Subsidiaries), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ix) Contract under which any Seller or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life upon consummation of the Contract (transactions contemplated by this Agreement and the Ancillary Agreements shall continue in full force and effect without penalty or other than purchase orders or invoices entered into in adverse consequence. Neither the ordinary course Company nor any of business consistent with past practice); (x) Contract containing its Subsidiaries has violated any material license provision of, or committed or failed to perform any option to assign act that, with or purchasewithout notice, lapse of time or both, would constitute a default under the provisions of, any material Intellectual Property (excludingMaterial Contract. Neither the Company nor any of its Subsidiaries has received any notice of termination, howevercancellation, licenses of commercially available Software); (xi) Contract breach or default under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key SuppliersMaterial Contract, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition of the business or stock (orand, to the extent constituting a going-concern businessknowledge of the Company, assets no other party to any Material Contract is in breach thereof or other properties) of any other Person since December 31, 2007. Each such contract described in clauses (i)-(xiv) is referred to herein as a “Material Contractdefault thereunder.”

Material Contracts. (a) Except as set forth The Company has delivered or otherwise made available to Newco true, correct and complete copies of all contracts and agreements in Section 4.13(a) of effect on the Disclosure Schedule or specifically approved by Purchaser under Section 6.1date hereof (and all amendments, no Seller (in connection with modifications and supplements thereto and all related letter agreements to which the Business) and no Purchased Entity Company is a party affecting the obligations of any party thereunder) to which the Company or any Company Subsidiaries is a party or by which any of its properties or assets are bound by anythat are material to the financial condition, results of operations, business, properties, prospects or assets of the Company and the Company Subsidiaries taken as whole (collectively, the "Company Material Contracts"). The Company Material Contracts shall be deemed to include all: (i) Contract that would be required employment, consulting, non-competition, severance, golden parachute or indemnification contracts (including, without limitation, any contract to be filed by Honeywell as which the Company is a material contract pursuant to Item 601(b)(10) of Regulation S-K party involving employees of the Securities and Exchange Commission (including Contracts relating to compensation of executive officersCompany); (ii) Contract containing covenants not to compete in any line of businesslicensing, industry merchandising or geographical area restricting the Businessdistribution agreements; (iii) Contract which creates contracts granting a right of first refusal or first negotiation; (iv) partnership or joint venture or similar arrangement between any Seller or Purchased Entity and another Person or any options, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or any other agreements or arrangements with respect to any equity securities of the Purchased Entities; (iv) indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness or any Encumbrance (other than a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000agreements; (v) Contract agreements for the acquisition, sale or lease of any material Purchased Assets properties or material assets of the Purchased EntitiesCompany (by merger, including any real propertypurchase or sale of assets or stock or otherwise) entered into since May 26, after the date hereof 1993 (other than inventory in the ordinary course acquisition of business consistent with past practicethe Brentwood, Tennessee property, which has been disposed of by the Company); (vi) collective bargaining agreement, employee association agreement contracts or other agreement agreements with any labor union, employee representative group, works council or similar collection of employeesGovernmental Entity; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement all material agreements relating to indebtedness of the Company or change-of-control agreement, in each case providing for payments in excess any Company Subsidiary or guarantees of $100,000 in indebtedness by the Company or any fiscal yearCompany Subsidiary; (viii) Contract between any Seller all noncompetition, exclusivity or Purchased Entity, on other agreements restricting the one hand, and any ability of Honeywell or its Affiliates or Subsidiaries the Company or any of Company Subsidiary to operate its business as now, or their officers or directors or entities in which they have a controlling interest (other than Contracts solely between the Purchased Entities or between any Purchased Entity and its Subsidiaries)contemplated to be, on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis)conducted; (ix) Contract under which agreements between the Company and any Seller or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess its officers, its directors, holders of $250,000 in the current fiscal year or of more than $500,000 over the life 5% of the Contract outstanding Shares or other affiliates of the Company or any Company Subsidiary (other than purchase orders or invoices entered into all of which agreements are also listed in Section 3.15(a)(ix) of the ordinary course of business consistent with past practiceCompany Disclosure Schedule); and (x) Contract containing all commitments and agreements to enter into any material license of, or any option to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition of the business or stock (or, to the extent constituting a going-concern business, assets or other properties) of any other Person since December 31, 2007. Each such contract described in clauses (i)-(xiv) is referred to herein as a “Material Contractforegoing.”

Material Contracts. (a) Except for this Agreement, the Company Benefit Plans or as set forth in Section 4.13(a) of the Disclosure Schedule or specifically approved by Purchaser under Section 6.1, no Seller (in connection filed with the Business) and no Purchased Entity SEC prior to the date hereof, neither the Company nor any of its Subsidiaries is a party to or bound by any: by, as of the date hereof, any Contract (whether written or oral) (i) Contract that would be required to be filed by Honeywell which is a “material contract” (as a material contract pursuant to such term is defined in Item 601(b)(10) of Regulation S-K of the Securities and Exchange Commission (including Contracts relating SEC) to compensation of executive officers)the Company; (ii) Contract containing covenants not which constitutes a contract or commitment relating to compete indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any line asset) in excess of business, industry or geographical area restricting the Business$5,000,000; (iii) Contract which creates a partnership contains any provision that prior to or joint venture following the Effective Time would by its terms restrict or similar arrangement between alter the conduct of business of, or purport to restrict or alter the conduct of business of, the Company, any Seller or Purchased Entity and another Person or of its Subsidiaries, Parent or, to the Company’s Knowledge, any options, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or any other agreements or arrangements with respect to any equity securities Affiliate of the Purchased EntitiesParent; and (iv) indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing which by its terms calls for Indebtedness or any Encumbrance (other than a Permitted Encumbrance) on any assets of aggregate payments by the Purchased Entities in an amount exceeding $100,000; (v) Contract for the sale of any material Purchased Assets or material assets of the Purchased Entities, including any real property, after the date hereof (other than inventory in the ordinary course of business consistent with past practice); (vi) collective bargaining agreement, employee association agreement or other agreement with any labor union, employee representative group, works council or similar collection of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 in any fiscal year; (viii) Contract between any Seller or Purchased Entity, on the one hand, and any of Honeywell or its Affiliates or Subsidiaries Company or any of its or their officers or directors or entities in which they have a controlling interest (other than Contracts solely between the Purchased Entities or between any Purchased Entity and its Subsidiaries), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ix) Contract under which any Seller or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or Subsidiaries of more than $500,000 5,000,000 over the life remaining term of such Contract, except for any such Contract that may be canceled, without any material penalty or other liability to the Company or any of its Subsidiaries, upon notice of 90 days or less (all contracts of the type described in this Section 3.21(a), whether or not set forth in the Company Disclosure Letter or the Company SEC Documents, being referred to herein as “Company Material Contracts”). Neither the Company nor any of its Subsidiaries is a party to any Contract (other than purchase orders any Contracts to which Parent or invoices entered into in the ordinary course any Affiliate of business consistent with past practice); (xParent is a party) Contract containing any material license ofthat purports to be binding on, or imputes any option to assign or purchaseobligations on, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition of the business or stock (Parent or, to the extent constituting a going-concern businessCompany’s Knowledge, assets any Affiliate of Parent other than (i) the Company or other propertiesits Subsidiaries or (ii) any employee, officer or director of the Company or any other Person since December 31, 2007. Each of its Subsidiaries (in such contract described in clauses (i)-(xiv) is referred to herein as a “Material Contractcapacity).”

Material Contracts. (a) Except as disclosed in the Specified Parent SEC Documents, to the extent that it is reasonably apparent that the disclosure in the Specified Parent SEC Documents is responsive to the matters set forth in this Section 4.13(a) 4.12(a), as of the Disclosure Schedule or specifically approved by Purchaser under Section 6.1date of this Agreement, no Seller (in connection with the Business) and no Purchased Entity neither Parent nor any of its Subsidiaries is a party to or bound by any: any contract, arrangement, commitment or understanding (whether written or oral), other than hedging or similar arrangements in the ordinary course of business consistent with past practice, (i) Contract that would be required to be filed by Honeywell as which is a material contract pursuant to (as defined in Item 601(b)(10) of Regulation S-K of the Securities and Exchange Commission (including Contracts relating SEC) to compensation be performed after the date of executive officers); this Agreement, (ii) Contract containing covenants not which materially restrains, limits or impedes Parent’s or any of its Subsidiaries’ ability to compete with or conduct any business or any line of business (including (A) geographic limitations on Parent’s or any of its Subsidiaries’ activities, (B) any confidentiality agreement, area of mutual interest or standstill agreement with any third party (or agent thereof) that contains any exclusivity or standstill provisions that are or will be binding on Parent, any of its Subsidiaries or, after the Effective Time, the Surviving Company); provided that Parent need not disclose in the Parent Disclosure Letter information related to those agreements which would otherwise be covered by this clause (ii) to the extent such agreements prohibit the Company from disclosing the existence or any terms of such agreements to third parties, except that if any such agreements contain any material restrictions, limits or impediments on Parent’s or its Subsidiaries’ ability to compete with or conduct any business or any line of business, industry or geographical area restricting such restrictions, limits and impediments shall be disclosed without providing the Business; identity of the parties to the agreements on the Parent Disclosure Letter, (iii) Contract which creates is a material take-or-pay agreement or other similar agreement that entitles purchasers of production to receive delivery of Hydrocarbons without paying therefor, (iv) which contains a put, call or other right of acquisition or disposition pursuant to which Parent or any of its Subsidiaries could be required to purchase or sell, as applicable, any equity interests (including licensing or leasehold interests) of any Person or assets that have a market value or purchase price of more than $15,000,000, or, with respect to calls on production, that obligate Parent or any of its Subsidiaries to sell Hydrocarbons at a price which is less than market value, (v) which is a partnership or joint venture relating to the formation, creation, operation, management or similar arrangement between any Seller or Purchased Entity and another Person or any options, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or any other agreements or arrangements with respect to any equity securities of the Purchased Entities; (iv) indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness or any Encumbrance (other than a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000; (v) Contract for the sale control of any partnership or joint venture material Purchased Assets to Parent and its Subsidiaries, taken as a whole, or material assets of the Purchased Entities, including any real property, after the date hereof (other than inventory in the ordinary course of business consistent with past practice); (vi) collective bargaining agreement, employee association agreement or other agreement with any labor union, employee representative group, works council or similar collection of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 in any fiscal year; (viii) Contract between any Seller or Purchased Entity, on the one hand, and any of Honeywell or its Affiliates or Subsidiaries or any of its or their officers or directors or entities in which they have a controlling interest (other than Contracts solely between the Purchased Entities or between any Purchased Entity is otherwise material to Parent and its SubsidiariesSubsidiaries taken as a whole. Each contract, arrangement, commitment or understanding of the type described in this Section 4.12(a)(i) through (iv), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ix) Contract under which any Seller whether or Purchased Entity has made payments in excess of $250,000 not disclosed in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices entered into in the ordinary course of business consistent with past practice); (x) Contract containing any material license ofSpecified Parent SEC Documents, or any option to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition of the business or stock (or, to the extent constituting a going-concern business, assets or other properties) of any other Person since December 31, 2007. Each such contract described in clauses (i)-(xiv) is referred to herein as a “Parent Material Contract” (for purposes of clarification, each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement, whether or not filed with the SEC or disclosed in the Specified Parent SEC Documents, is a Parent Material Contract). Parent has previously made available to the Company true, complete and correct copies of each Parent Material Contract other than those which Parent is entitled to omit from the Parent Disclosure Letter pursuant to the proviso to clause (ii) of the first sentence of this Section 4.12(a).”

Material Contracts. (a) Except as set forth in Section 4.13(a3.9(a) of the Company Disclosure Schedule or specifically approved by Purchaser under Section 6.1Letter, no Seller (in connection with as of the Business) and no Purchased Entity date hereof, neither of the Company nor any of its Subsidiaries is a party to or bound by any: (i) Contract contract (other than this Agreement or a Company Plan) that would be required to be filed by Honeywell the Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the Securities and Exchange Commission (including Contracts relating to compensation of executive officers)SEC; (ii) Contract containing covenants not to compete in any line of business, industry or geographical area restricting the Business; (iii) Contract which creates a partnership or joint venture or similar arrangement between any Seller or Purchased Entity and another Person or any options, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or any other agreements or arrangements with respect to any equity securities of the Purchased Entities; (iv) indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness or any Encumbrance in excess of $10,000,000; (iii) written contract (other than a Permitted Encumbrancethis Agreement) on any assets of the Purchased Entities in an amount exceeding $100,000; (v) Contract for the sale of any material Purchased Assets or material of its assets of the Purchased Entities, including any real property, after the date hereof (other than inventory in the ordinary course sales of business consistent with past practice); (vi) collective bargaining agreement, employee association agreement or other agreement with any labor union, employee representative group, works council or similar collection of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 in any fiscal year; (viii) Contract between any Seller or Purchased Entity, on the one hand, and any of Honeywell or its Affiliates or Subsidiaries or any of its or their officers or directors or entities in which they have a controlling interest (other than Contracts solely between the Purchased Entities or between any Purchased Entity and its Subsidiaries), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ix) Contract under which any Seller or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices entered into in the ordinary course of business consistent with past practice); (x) Contract containing any material license of, or any option to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders product in the ordinary course of business); (xiiiiv) leasecollective bargaining agreement; (v) written contract that contains a put, subleasecall, right of first refusal or license similar right pursuant to which the Company or any of its Subsidiaries would be required to purchase or sell, as applicable, any equity interests of any Leased Real Property, material personal property Person; (vi) settlement agreement or other material tangible assetssimilar agreement with a Governmental Entity or Order to which the Company or any of its Subsidiaries is a party involving future performance by the Company or any of its Subsidiaries which is material; (vii) contract providing for indemnification (including any obligations to advance funds for expenses) of the current or former directors or officers of the Company or any of its Subsidiaries; or (xivviii) Contract involving other contract (other than this Agreement, purchase orders for the acquisition purchase of inventory or agreements between the Company and any of its wholly owned Subsidiaries or between any of the business Company’s wholly owned Subsidiaries) under which the Company and its Subsidiaries are obligated to make or stock (or, to receive payments in the extent constituting a going-concern business, assets future in excess of $10,000,000 per annum or other properties) $20,000,000 during the life of any other Person since December 31, 2007the contract. Each such contract described in clauses (i)-(xivi)-(viii) is referred to herein as a “Material Contract.”

Material Contracts. (a) Except as set forth otherwise disclosed in Section 4.13(a) the Company SEC Reports, to the knowledge of the Company, Section 5.16 of the Company Disclosure Schedule contains a list of each contract to which the Company or specifically approved by Purchaser under Section 6.1, no Seller (in connection with the Business) and no Purchased Entity a Company Subsidiary is a party to or bound by any: that (i) Contract that would purports to limit, curtail or restrict the right of the Company or any Company Subsidiary (A) to engage or compete in any line of business in any geographic area or with any Person, or which requires exclusive referrals of business or requires the Company or any Company Subsidiary to offer specified products or services to their customers on a priority or exclusive basis or (B) to compete with any person or operate in any location, (ii) is a standstill or similar agreement restricting the Company from acquiring the securities of, soliciting proxies respecting, or affecting the control, of any Person, (iii) by its terms, purports to bind or otherwise limit, in any material respect, any Affiliate of the Company (other than any individual or any Company Subsidiary) following the consummation of the Transactions, (iv) pursuant to which material indebtedness for borrowed money may be required incurred or is guaranteed by the Company or any Company Subsidiary, (v)(A) requires the Company or any Company Subsidiary to be filed by Honeywell as indemnify any other Person in any material respect or (B) obligates the Company or any Company Subsidiary to make any earn-out payments of a material contract pursuant amount based on future performance of an acquired business or assets, (vi) contains a “most favored nation” right or provision (or any similar right or provision) in favor of any Person (other than the Company or any of the Company Subsidiaries) or (vii) except as described in the preceding clauses (i) through (vi), is material to the Company’s business (such contracts and agreements, together with the “material contracts” (as such term is defined in Item 601(b)(10) of Regulation S-K of promulgated under the Securities and Exchange Commission (including Contracts relating to compensation of executive officers); (iiAct) Contract containing covenants not to compete in any line of business, industry or geographical area restricting the Business; (iii) Contract which creates a partnership or joint venture or similar arrangement between any Seller or Purchased Entity and another Person or any options, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or any other agreements or arrangements with respect to any equity securities of the Purchased Entities; (iv) indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness or any Encumbrance (other than a Permitted Encumbrance) on any assets of the Purchased Entities in filed as an amount exceeding $100,000; (v) Contract for the sale of any material Purchased Assets or material assets of the Purchased Entities, including any real property, after the date hereof (other than inventory in the ordinary course of business consistent with past practice); (vi) collective bargaining agreement, employee association agreement or other agreement with any labor union, employee representative group, works council or similar collection of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 in any fiscal year; (viii) Contract between any Seller or Purchased Entity, on the one hand, and any of Honeywell or its Affiliates or Subsidiaries or any of its or their officers or directors or entities in which they have a controlling interest (other than Contracts solely between the Purchased Entities or between any Purchased Entity and its Subsidiaries), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ix) Contract under which any Seller or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices entered into in the ordinary course of business consistent with past practice); (x) Contract containing any material license of, or any option to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition of the business or stock (or, exhibit to the extent constituting a going-concern businessCompany SEC Reports, assets or other properties) of any other Person since December 31, 2007. Each such contract described in clauses (i)-(xiv) is being collectively referred to herein as a the “Company Material ContractContracts”).”

Material Contracts. (a) Except as set forth in Section 4.13(a) For purposes of this Agreement, a “Material Contract” means each of the Disclosure Schedule or specifically approved by Purchaser under Section 6.1, no Seller (in connection with the Business) and no Purchased Entity is a party to or bound by anyfollowing: (i) Contract that would be required to be filed by Honeywell any “material contract” (as a material contract pursuant to such term is defined in Item 601(b)(10) of Regulation S-K of under the Securities and Exchange Commission (including Contracts relating to compensation of executive officersAct); (ii) any Contract with any employee, individual consultant or independent contractor that provides for annual compensation in excess of $150,000 and is not immediately terminable by the Company or any of its Subsidiaries without cost or liabilities, including any Contract requiring the Company to make a payment to any employee on account of the transactions contemplated by this Agreement (including the Merger) or any Contract that is entered into in connection with this Agreement; (iii) any collective bargaining agreement or other Contract with a labor organization; (iv) any material Contract providing for indemnification or any guaranty (in each case, under which the Company has continuing obligations as of the date hereof); (v) any material Contract containing covenants not any covenant, commitment or other obligation (A) limiting the right of the Company or any of its Subsidiaries to compete engage in any line of business, industry to make use of any Registered Company Owned Intellectual Property or geographical area restricting the Business; to compete with any Person in any line of business, (iiiB) Contract which creates granting any exclusive rights, (C) containing a partnership or joint venture “most favored nation” or similar arrangement between any Seller or Purchased Entity and another Person provision, (D) prohibiting the Company or any options, rights of its Subsidiaries (preemptive or otherwise), warrants, calls, convertible securities or commitments or any other agreements or arrangements with respect to any equity securities of the Purchased Entities; (iv) indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness or any Encumbrance (other than a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000; (v) Contract for the sale of any material Purchased Assets or material assets of the Purchased Entities, including any real propertyor, after the date hereof Effective Time, Parent) from engaging in business with any Person or levying a fine, charge or other payment for doing so or (E) otherwise prohibiting or limiting the right of the Company or its Subsidiaries to develop, sell, distribute or manufacture any products or services, other than inventory such Contracts that may be cancelled without continuing material obligations, restrictions or liabilities to the Company upon notice of thirty (30) days or less; (vi) any Contract (A) relating to the license, disposition or acquisition by the Company or any of its Subsidiaries of a material amount of assets other than in the ordinary course of business consistent with past practice); or (viB) collective bargaining agreement, employee association agreement pursuant to which the Company or any of its Subsidiaries will acquire any material ownership interest in any other Person or other agreement with any labor union, employee representative group, works council or similar collection of employeesbusiness enterprise other than the Company’s Subsidiaries; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement any Contract for the acquisition or change-of-control agreement, in each case providing for payments in excess disposition of $100,000 in any fiscal yearbusiness; (viii) any material dealer, distributor, sales agency, joint marketing agreement, to jointly market any product, technology or service; (ix) any material Contract between any Seller or Purchased Entity, on pursuant to which the one hand, and any of Honeywell or its Affiliates or Subsidiaries Company or any of its Subsidiaries have continuing obligations to jointly develop any Intellectual Property Rights that will not be owned solely by the Company or their officers or directors or entities in which they have a controlling interest (other than Contracts solely between the Purchased Entities or between any Purchased Entity and one of its Subsidiaries); (x) any joint venture agreements, on the other hand material development agreements, or material outsourcing arrangements (other than ordinary course trade payables including material Contracts to assemble, manufacture and trade receivables negotiated on an arms’ length basispackage any Company Product); (ixxi) Contract under which any Seller mortgages, indentures, guarantees, material loans or Purchased Entity has made payments in excess credit agreements, security agreements or other Contracts relating to the borrowing of $250,000 in the last fiscal year money or anticipates making payments in excess material extension of $250,000 in the current fiscal year credit, other than trade receivables and payables; (xii) any settlement Contract, other than (a) releases entered into with former employees or of more than $500,000 over the life independent contractors of the Contract (other than purchase orders or invoices entered into Company in the ordinary course of business consistent with past practice); or (xb) Contract containing any material license of, or any option to assign or purchase, any material Intellectual Property settlement Contracts only involving the payment of cash (excluding, however, licenses of commercially available Software); (xiwhich has been paid) Contract under which any Seller or Purchased Entity received payments in excess of amounts that do not exceed $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of businessindividual case; (xiii) leaseany Contract with the federal government, subleaseany foreign government, any state or license of local government or any Leased Real Propertydivision, material personal property subdivision, department, agency or other material tangible assetsinstrumentality thereof; or (xiv) any Lease of, or purchase or sale Contract involving the acquisition with respect to, any real property; (xv) any Contract with any healthcare provider (e.g., doctors and contract research organizations) of the business Company or stock any of its Subsidiaries that may not be cancelled without material liability to the Company upon notice of thirty (30) days or less; (xvi) any Contract that provides for payment obligations by the Company or any of its Subsidiaries of $100,000 or more in any individual case and is not disclosed pursuant to clauses (i) through (xv) above; and (xvii) any Contract, the termination or breach of which would be reasonably expected to have a Company Material Adverse Effect and is not disclosed pursuant to clauses (i) through (xv) above. Other than Material Contracts filed as an exhibit to the Company Reports, Section 5.1(t) of the Company Disclosure Letter contains a complete and accurate list of all Material Contracts to which the Company or any of its Subsidiaries is a party or which bind or affect their respective properties or assets, and identifies each subsection of Section 5.1(t) that describes such Material Contract. The Company has delivered or made available to Parent complete and correct copies of each such Material Contract. To the knowledge of the Company, each Material Contract is valid and binding on the Company (and/or each such Subsidiary of the Company, as the case may be) and is in full force and effect, and neither the Company nor any of its Subsidiaries party thereto, nor, to the knowledge of the Company, any other party thereto, is in breach of, or default under, in any material respect, any such Material Contract, and to the knowledge of the Company no event has occurred that with notice or lapse of time or both would constitute such a breach or default thereunder in any material respect by the Company or any of its Subsidiaries, or, to the extent constituting a going-concern businessknowledge of the Company, assets any other party thereto. Neither the Company nor any of its Subsidiaries has received any written notice or other properties) communication regarding any actual or alleged violation or breach of or default under, or intention to cancel or modify, any other Person since December 31, 2007. Each such contract described in clauses (i)-(xiv) is referred to herein as a “Material Contract. Neither the Company nor any of its Subsidiaries has entered into any standstill agreement with any third party (or other agreement containing a standstill provision) that does not automatically terminate upon the execution of this Agreement.”

Material Contracts. Baytex has disclosed in writing to Raging River on or prior to the Agreement Date, under the heading "Material Contracts" in Baytex's annual information form dated March 9, 2018 and in the Baytex Public Record after March 9, 2018 and on or prior to the Agreement Date, a list of all of the following Contracts, correct, current and complete copies (a) Except as set forth other than with respect to the Contracts referred to in Section 4.13(aclause (iv)) of which have been made available to Raging River (the Disclosure Schedule or specifically approved by Purchaser under Section 6.1, no Seller (in connection with the Business) and no Purchased Entity is a party to or bound by any: "Material Contracts"): (i) Contract that would be required all Contracts containing any rights on the part of any Person, including joint venture partners or entities, to be filed by Honeywell as a material contract pursuant to Item 601(b)(10) of Regulation S-K acquire oil and gas or other property rights from any member of the Securities and Exchange Commission (including Contracts relating to compensation of executive officers)Baytex Group; (ii) Contract all Contracts containing covenants not any rights on the part of any member of the Baytex Group to compete in acquire oil and gas or other property rights from any line of business, industry or geographical area restricting the BusinessPerson; (iii) any Contract in respect of which creates a partnership the applicable transaction has not yet been consummated for the acquisition or joint venture disposition of assets or similar arrangement between any Seller or Purchased Entity and another Person or any options, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or any other agreements or arrangements with respect to any equity securities interests of the Purchased Entitiesanother Person; (iv) indenture, letters any standstill or similar Contract currently restricting the ability of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage Baytex to offer to purchase or other evidence purchase the assets or equity securities of Indebtedness or agreement providing for Indebtedness or any Encumbrance (other than a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000another Person; (v) Contract for all Contracts which entitle a party to rights of termination, the sale terms or conditions of which may or will be altered, or which entitle a party to any material Purchased Assets fee, payment, penalty or material assets increased consideration, in each case as a result of the Purchased Entitiesexecution of this Agreement, the consummation of the transactions contemplated hereby or a "change in control" of Baytex including without limitation any real propertyseismic license or similar agreements; and (vi) all Contracts pursuant to which Baytex will, after or may reasonably be expected to, result in a requirement of Baytex to expend more than an aggregate of $5,000,000 or receive or be entitled to receive revenue of more than an aggregate of $5,000,000 in either case in the date hereof (other than inventory in next 12 months, or is out of the ordinary course of business consistent with past practice); (vi) collective bargaining agreement, employee association of Baytex. Each of such Material Contracts constitutes a legally valid and binding agreement or other agreement with any labor union, employee representative group, works council or similar collection of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 in any fiscal year; (viii) Contract between any Seller or Purchased Entity, on the one hand, and any of Honeywell Baytex or its Affiliates or Subsidiaries or any of its or subsidiaries, enforceable in accordance with their officers or directors or entities in which they have a controlling interest (other than Contracts solely between the Purchased Entities or between any Purchased Entity and its Subsidiaries), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ix) Contract under which any Seller or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices entered into in the ordinary course of business consistent with past practice); (x) Contract containing any material license of, or any option to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition of the business or stock (orrespective terms and, to the extent constituting a going-concern businessknowledge of Baytex, assets no party thereto is in default in the observance or other properties) performance of any other Person since December 31, 2007. Each term or obligation to be performed by it under any such contract described in clauses Contract or agreement which is material to the business of Baytex (i)-(xiv) is referred to herein taken as a “Material Contractwhole) and no event has occurred which with notice or lapse of time or both would directly or indirectly constitute such a default, in any such case which default or event would reasonably be expected to have a material adverse effect on the Baytex Group (taken as a whole).”

Material Contracts. Each (a) Except “material contract” (as set forth such term is defined in Section 4.13(a) of the Disclosure Schedule or specifically approved by Purchaser under Section 6.1, no Seller (in connection with the Business) and no Purchased Entity is a party to or bound by any: (i) Contract that would be required to be filed by Honeywell as a material contract pursuant to Item 601(b)(10) of Regulation S-K promulgated by the SEC) to which the Company or any of its Subsidiaries is a party or by which they are bound as of the Securities and Exchange Commission date of this Agreement, (including Contracts relating b) each Contract with a Significant Customer or Significant Supplier, (c) any Contract with respect to compensation the formation, creation, operation, management or control of executive officers); a joint venture, partnership, limited liability or other similar agreement or arrangement, (iid) any Contract containing covenants not to compete in any line of businessinvolving the acquisition or disposition, industry directly or geographical area restricting the Business; indirectly (iii) Contract which creates a partnership or joint venture or similar arrangement between any Seller or Purchased Entity and another Person or any options, rights (preemptive by merger or otherwise), warrants, calls, convertible securities of assets or commitments or any other agreements or arrangements with respect to any equity securities of the Purchased Entities; (iv) indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage capital stock or other evidence equity interests for aggregate consideration (in one or a series of Indebtedness transactions) under such Contract of $500,000 or agreement providing for Indebtedness or any Encumbrance more (other than a Permitted Encumbrance) on any assets acquisitions or dispositions of the Purchased Entities in an amount exceeding $100,000; (v) Contract for the sale of any material Purchased Assets or material assets of the Purchased Entities, including any real property, after the date hereof (other than inventory in the ordinary course of business consistent with past practice); , (vie) collective bargaining agreement, employee association agreement or other agreement with any labor union, employee representative group, works council or similar collection Contract that limits the ability of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 in any fiscal year; (viii) Contract between any Seller or Purchased Entity, on the one hand, and any of Honeywell or its Affiliates or Subsidiaries Company or any of its Subsidiaries to compete in any line of business or their officers with any Person or directors in any geographic area, or entities in which they have a controlling interest (other than Contracts solely between that restricts the Purchased Entities or between any Purchased Entity right of the Company and its Subsidiaries)Subsidiaries to sell to or purchase from any Person or to hire any Person, on or that grants the other hand party or any third Person “most favored nation” status and (other than ordinary course trade payables f) any Contract that by its terms calls for aggregate payment or receipt by the Company and trade receivables negotiated on an arms’ length basis); (ix) its Subsidiaries under such Contract under which any Seller or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life remaining term of the such Contract (other than purchase orders with customers and suppliers entered into in the ordinary course of business consistent with past practice) (each such Contract described in clauses (a) through (f), a “Company Material Contract”) is set forth on Section 4.14 of the Company Disclosure Schedule and is valid and binding on the Company or invoices one of its Subsidiaries, as applicable, and to the knowledge of the Company, each other party thereto and in full force and effect and enforceable in accordance with its terms (except those which are cancelled, rescinded or terminated after the date of this Agreement in accordance with their terms and subject to applicable bankruptcy, insolvency, fraudulent transfers, reorganization, moratorium and other laws, affecting creditors’ rights generally and general principles of equity ), except where the failure to be valid, binding and in full force and effect has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, and no written notice to terminate, in whole or part, any of the same has been served. The Company and each of its Subsidiaries, and, to the knowledge of the Company, each other party thereto, has performed all obligations required to be performed by it under each Company Material Contract, except where failure to perform such obligations have not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. There is no default under any Company Material Contract by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto, except for such defaults that have not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. No event or condition has occurred that constitutes, or, after notice or lapse of time or both, would constitute, a breach or default on the part of the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto under any such Company Material Contract, nor has the Company or any of its Subsidiaries received any written, or, to the knowledge of the Company, oral notice of any such breach, default, event or condition, except for such breaches or defaults that have not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. To the knowledge of the Company, the Company has made available to Parent true and complete copies of all Company Material Contracts, including any amendments thereto (other than purchase orders with customers and suppliers entered into in the ordinary course of business consistent with past practice); (x) Contract containing any material license of, or any option to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition of the business or stock (or, to the extent constituting a going-concern business, assets or other properties) of any other Person since December 31, 2007. Each such contract described in clauses (i)-(xiv) is referred to herein as a “Material Contract.”

Material Contracts. (a) Except for such agreements or arrangements that are included as exhibits to the Parent SEC Documents filed and publicly available prior to the date of this Agreement and except as set forth in Section 4.13(a) of the Parent Disclosure Schedule or specifically approved by Purchaser under Section 6.1Letter, no Seller (in connection with and except for this Agreement, as of the Business) and no Purchased Entity date of this Agreement, neither the Parent nor any of its Subsidiaries is a party to or bound by any: any material contract, arrangement, commitment or understanding (whether written or oral) (i) Contract that would be required which is an employment agreement between the Parent, on the one hand, and its officers and key employees, on the other hand, (ii) which, upon the consummation of the Mergers or any other transaction contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any material payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right to be filed by Honeywell as any material payment or benefits, from Parent, Merger Sub, the Company or the Surviving Entity or any of their respective Subsidiaries to any officer, director, consultant or employee of any of the foregoing, (iii) which is a material contract pursuant to (as defined in Item 601(b)(10601(b)(10)(i) or 601(b)(10)(ii) of Regulation S-K of the Securities and Exchange Commission (including Contracts relating SEC) to compensation be performed after the date of executive officers); (ii) Contract containing covenants not to compete in any line of businessthis Agreement, industry or geographical area restricting the Business; (iii) Contract which creates a partnership or joint venture or similar arrangement between any Seller or Purchased Entity and another Person or any options, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or any other agreements or arrangements with respect to any equity securities of the Purchased Entities; (iv) indenture, letters which expressly limits the ability of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness the Parent or any Encumbrance (other than a Permitted Encumbrance) on any assets Subsidiary of the Purchased Entities in an amount exceeding $100,000; (v) Contract for Parent, or would limit the sale of any material Purchased Assets or material assets ability of the Purchased Entities, including any real property, after the date hereof Surviving Entity (other than inventory in the ordinary course of business consistent with past practice); (vi) collective bargaining agreement, employee association agreement or other agreement with any labor union, employee representative group, works council or similar collection of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 in any fiscal year; (viii) Contract between any Seller or Purchased Entity, on the one hand, and any of Honeywell or its Affiliates or Subsidiaries or any of its affiliates) after the Merger I Effective Time, to compete in or their officers conduct any line of business or directors compete with any Person or entities in which they have any geographic area or during any period of time, in each case, if such limitation is or is reasonably likely to be material to the Parent and its Subsidiaries, taken as a controlling interest (other than Contracts solely between whole, or, following the Purchased Entities or between any Purchased Merger I Effective Time, to the Surviving Entity and its Subsidiariesaffiliates, taken as a whole, (v) which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (vi) the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) or (vii) which is a shareholder rights agreement or which otherwise provides for the issuance of any securities in respect of this Agreement or the Mergers. Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a), on the other hand (other than ordinary course trade payables and trade receivables negotiated on whether or not included as an arms’ length basis); (ix) Contract under which any Seller or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices entered into in the ordinary course of business consistent with past practice); (x) Contract containing any material license ofexhibit to Parent SEC Documents, or any option to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition of the business or stock (or, to the extent constituting a going-concern business, assets or other properties) of any other Person since December 31, 2007. Each such contract described in clauses (i)-(xiv) is referred to herein as a “Parent Material Contract,” and for purposes of Section 5.1(r) and the bringdown of Section 4.14(b) pursuant to Section 6.2(a), “Parent Material Contract” shall include as of date entered into any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreement. Parent has previously made available to the Company true, complete and correct copies of each Parent Material Contract that is not included as an exhibit to Parent SEC Documents. For the avoidance of doubt, the Parent’s charter constitutes a Parent Material Contract.”

Material Contracts. (a) Except for those agreements and other documents filed as set forth exhibits or incorporated by reference to Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 or filed or incorporated in Section 4.13(a) any of its other Company SEC Reports filed since January 1, 2010 and prior to the Disclosure Schedule date hereof or specifically approved by Purchaser under Section 6.1as Previously Disclosed, no Seller (in connection with the Business) and no Purchased Entity neither Company nor any of its Subsidiaries is a party to or to, bound by any: or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (each, whether or not filed with the SEC, a “Material Contract”): (i) Contract that would be required to be filed by Honeywell as is a “material contract pursuant to contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K of the Securities and Exchange Commission (including Contracts relating to compensation of executive officers)K; (ii) Contract containing covenants not to that contains a non-compete in or client or customer non-solicit requirement or any other provisions that materially restricts the conduct of, or the manner of conducting, any line of businessbusiness of Company or any of its affiliates (or, industry upon consummation of the Merger, of Purchaser or geographical area restricting the Businessany of its affiliates); (iii) Contract which creates a partnership or joint venture or similar arrangement between any Seller or Purchased Entity and another Person that obligates Company or any optionsof its affiliates (or, rights (preemptive or otherwise)upon consummation of the Merger, warrants, calls, convertible securities or commitments Purchaser or any other agreements of its affiliates) to conduct business with any third party on an exclusive or arrangements with respect to any equity securities of the Purchased Entitiespreferential basis; (iv) indenture, letters that requires referrals of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage business or other evidence of Indebtedness or agreement providing for Indebtedness requires Company or any Encumbrance (other than of its affiliates to make available investment opportunities to any person on a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000priority or exclusive basis; (v) Contract for that relates to the sale incurrence of indebtedness by Company or any material Purchased Assets or material assets of the Purchased Entities, including any real property, after the date hereof its Subsidiaries (other than inventory deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice)) including any sale and leaseback transactions, capitalized leases and other similar financing transactions; (vi) collective bargaining agreementthat grants any right of first refusal, employee association agreement or other agreement with any labor union, employee representative group, works council right of first offer or similar collection right with respect to any material assets, rights or properties of employeesCompany or any of its Subsidiaries; (vii) consulting agreementthat limits the payment of dividends by Company or any of its Subsidiaries; (viii) that relates to a material joint venture, partnership, limited liability company agreement or other similar agreement or arrangement with any third party, or to the formation, creation or operation, management agreementor control of any material partnership or joint venture with any third parties, advisory agreementexcept in each case that relate to merchant banking investments by the Company or its Subsidiaries in the ordinary course of business; (ix) that relates to an acquisition, employment agreementdivestiture, severance agreementmerger or similar transaction and which contains representations, retention covenants, indemnities or other obligations (including indemnification, “earn-out” or other contingent obligations) that are still in effect; (x) that provides for payments to be made by Company or any of its Subsidiaries upon a change in control thereof; (xi) that is a consulting agreement or changedata processing, software programming or licensing contract involving the payment of more than $200,000 per annum (other than any such contracts which are terminable by Company or any of its Subsidiaries on 60 days or less notice without any required payment or other conditions, other than the condition of notice); (xii) that grants to a person any right in Company Owned Intellectual Property or grants to Company or any of its Subsidiaries a license to Company Licensed Intellectual Property (excluding licenses to shrink-ofwrap or click-control agreementwrap software), in each case providing for payments in excess that involves the payment or more than $200,000 per annum or is material to the conduct of $100,000 in any fiscal yearthe businesses of the Company; (viiixiii) Contract between to which any Seller affiliate, officer, director, employee or Purchased Entity, on the one hand, and any consultant of Honeywell or its Affiliates or Subsidiaries such party or any of its Subsidiaries is a party or their beneficiary (except with respect to loans to, or deposit or asset management accounts of, directors, officers or directors or entities in which they have a controlling interest (other than Contracts solely between the Purchased Entities or between any Purchased Entity and its Subsidiaries), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ix) Contract under which any Seller or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices employees entered into in the ordinary course of business consistent and in accordance with past practiceall applicable regulatory requirements with respect to it); (x) Contract containing any material license of, or any option to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving that is otherwise material to the acquisition Company or any Subsidiary of the business Company or stock (or, their financial condition or results of operations. Company has Previously Disclosed or made available to Purchaser prior to the extent constituting a going-concern businessdate hereof true, assets or other properties) correct and complete copies of any other Person since December 31, 2007. Each such contract described in clauses (i)-(xiv) is referred to herein as a “each Material Contract.”

Material Contracts. (a) Except as set forth in Section 4.13(a) All contracts, licences, leases, agreements, commitments, entitlements or engagements to which the Corporation or any of the Disclosure Schedule or specifically approved by Purchaser under Section 6.1, no Seller (in connection with the Business) and no Purchased Entity its subsidiaries is a party to or by which any of them is bound by any: (whether written or oral): (i) Contract that would be required which involve aggregate future payments by or to be filed by Honeywell as any of them in excess of $1,000,000 in any 12-month period or which extend for a material contract pursuant to Item 601(b)(10) period of Regulation S-K more than two years and are not terminable without penalty of the Securities and Exchange Commission (including Contracts relating to compensation of executive officers)less than $1,000,000; (ii) Contract containing covenants not to compete in any line which are leases of business, industry or geographical area restricting the Businessreal property; (iii) Contract which creates a partnership or joint venture or similar arrangement between with any Seller or Purchased Governmental Entity and another Person or any options, rights (preemptive or otherwiseincluding licences), warrants, calls, convertible securities or commitments or any other agreements or arrangements with respect to any equity securities of the Purchased Entities; (iv) indenturewhich, letters if terminated without the consent of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness the Corporation or any Encumbrance (other than a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000subsidiaries, would have, or reasonably be expected to have, a Material Adverse Effect; (v) Contract for the sale of any material Purchased Assets securities or material assets of the Purchased Entities, including any real property, after the date hereof (other than inventory in the ordinary course of business consistent with past practice); (vi) collective bargaining agreement, employee association agreement or other agreement with any labor union, employee representative group, works council or similar collection of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 in any fiscal year; (viii) Contract between any Seller or Purchased Entity, on the one hand, and any of Honeywell or its Affiliates or Subsidiaries Corporation or any of its subsidiaries, or their officers for the acquisition of securities, assets or directors businesses of others (by merger, amalgamation, reorganization, arrangement or entities in which they have a controlling interest otherwise) and related agreements (other than Contracts solely between the Purchased Entities or between any Purchased Entity and its Subsidiaries), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ix) Contract under which any Seller or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices contracts entered into in the ordinary and regular course of business) or for the grant to any Person of any preferential rights to purchase any of its assets; (vi) licences to or from any third parties of any Intellectual Property that is material to the businesses of the Corporation and its subsidiaries; (vii) which relate to management service, distribution, or relationships material to the business consistent with past practice)of the Corporation or any of its subsidiaries taken as a whole; (viii) which are indentures, credit agreements, security agreements, mortgages, hypothecs, guarantees, promissory notes and other contracts relating to the borrowing of money; (ix) which constitute or relate to related party transactions; (x) Contract containing any which are with material license of, suppliers of products or services to the Corporation or any option to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software)its subsidiaries; and (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in are otherwise material and outside the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary regular course of business; (xiiicollectively, “Material Contracts”) leaseare, subleaseif required by applicable Securities Laws, properly disclosed in the Corporation Public Disclosure Record. Each of the Material Contracts is in full force and effect, is valid, binding and enforceable against the parties thereto, and has not been modified by any agreement (written or oral), has not been assigned, transferred or hypothecated, nor has any notice of termination been given thereunder. Neither the Corporation nor any of its subsidiaries is in breach or default under any Material Contract or is aware of any condition that with the passage of time or the giving of notice or both would result in such a breach or default, except in each case where any such breaches or defaults would not, individually or in the aggregate, constitute a material default thereunder. Neither the Corporation nor any subsidiary of the Corporation knows of, or license of has received written notice of, any Leased Real Property, material personal property breach or other material tangible assets; or default under (xiv) Contract involving the acquisition of the business or stock (ornor, to the extent constituting knowledge of the Corporation, does there exist any condition which with the passage of time or the giving of notice or both would result in such a going-concern business, assets breach or other propertiesdefault under) of any Material Contract by any other Person since December 31party thereto, 2007. Each except where any such contract described violation or default would not, individually or in clauses (i)-(xiv) is referred to herein as the aggregate, constitute a “Material Contractmaterial default thereunder.”

Material Contracts. (a) Except Schedule 3.17 sets forth a list of all Material Contracts as set forth in Section 4.13(a) of the Disclosure Schedule date of this Agreement. The Company has heretofore made available to the Investors true, correct and complete copies of all written or specifically approved by Purchaser under Section 6.1, no Seller oral (in connection with the Businesscase of oral agreements or understandings, the Company has provided written summaries thereof to the Investors) contracts and no Purchased Entity agreements (and all amendments, modifications and supplements thereto and all side letters affecting the obligations of any party thereunder) to which the Company or any of its Subsidiaries is a party or by which any of its properties or assets are bound that are material to the business, properties or bound by any: assets of the Company and its Subsidiaries, including, without limitation, (i) Contract Contracts or arrangements that purport to limit, curtail or restrict the ability of the Company or any of its Subsidiaries to compete in any geographic area or line of business, (ii) Contracts or arrangements, including charters or similar agreements with respect to Vessels (as hereinafter defined), under which the Company or any of its Subsidiaries has potential revenues, benefits liabilities or obligations in excess of $250,000, other than Gulf Offshore Contracts, (iii) Contracts or arrangements that are not terminable by the Company or such Subsidiary without penalty on less than sixty (60) days' notice, (iv) Contracts or arrangements that would be required to be filed by Honeywell as an exhibit to a material contract pursuant to Item 601(b)(10) of Regulation SForm 10-K filed by the Company with the Commission on the date hereof, (v) any employment, severance, product design or development, personal services, consulting, non-competition or indemnification Contracts, (vi) Contracts or arrangements granting a right of the Securities and Exchange Commission first refusal or first negotiation, (including Contracts relating to compensation of executive officers); (iivii) Contract containing covenants not to compete in any line of business, industry or geographical area restricting the Business; (iii) Contract which creates a partnership or joint venture Contracts, (viii) Gulf Offshore Contracts that have a term in excess of one-year, (ix) Contracts or similar arrangement between arrangements with any Seller Governmental Authority, (x) loan or Purchased Entity and another Person credit agreements, mortgages, indentures or any options, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or any other agreements or arrangements with respect instruments evidencing indebtedness for borrowed money by the Company or any of its Subsidiaries or any such Contract pursuant to which indebtedness for borrowed money may be incurred, or any equity securities of the Purchased Entities; guaranty or suretyship Contract or Contracts pursuant to which a Lien is granted, (ivxi) indentureContracts granting registration rights, letters of credit(xii) any lease, credit agreement, loan agreement, security agreement, guarantee, note, mortgage sublease or other evidence of Indebtedness or agreement providing for Indebtedness Contract, pursuant to which the Company or any Encumbrance (other than a Permitted Encumbrance) on any assets of its Subsidiaries uses or occupies or has the Purchased Entities right to use or occupy, now or in an amount exceeding $100,000; (v) Contract for the sale of any material Purchased Assets or material assets of the Purchased Entitiesfuture, including any real property, after property and pursuant to which the date hereof (other than inventory in the ordinary course of business consistent with past practice); (vi) collective bargaining agreement, employee association agreement Company or other agreement with any labor union, employee representative group, works council Subsidiary has potential liabilities or similar collection of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments obligations in excess of $100,000 in any fiscal year; (viii) Contract between any Seller or Purchased Entity, on the one hand250,000, and (xiii) commitments and Contracts to enter into any of Honeywell the foregoing (collectively, together with any such Contracts entered into in compliance with Section 5.01 hereof, the "Material Contracts"). Each of the Material Contracts constitutes the valid and legally binding obligation of the Company or its Affiliates Subsidiaries and, to the Company's Knowledge, the other parties thereto, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or Subsidiaries affecting creditors' rights or by general equity principles), and is in full force and effect. To the Company's Knowledge, there is no material default under any Material Contract either by the Company or any of its Subsidiaries or their officers by any other party thereto, and no event has occurred that with the lapse of time or directors the giving of notice or entities in which they have both would constitute a controlling interest (material default thereunder by the Company or any of its Subsidiaries or any other than Contracts solely between party. Except as set forth on Schedule 3.17, no party to any Material Contract has given written notice to the Purchased Entities Company or between any Purchased Entity and of its Subsidiaries), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ix) Contract under which any Seller or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices entered into in the ordinary course of business consistent with past practice); (x) Contract containing any material license Subsidiaries of, or made a written claim against the Company or any option to assign or purchaseof its Subsidiaries with respect to, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller breach or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition of the business or stock (or, to the extent constituting a going-concern business, assets or other properties) of any other Person since December 31, 2007. Each such contract described in clauses (i)-(xiv) is referred to herein as a “Material Contractdefault thereunder.”

Material Contracts. (a) Except as set forth in Section 4.13(a) 3.16 of the Company Disclosure Schedule sets forth a list of all Company Material Contracts (as hereinafter defined). The Company has heretofore made available to Parent correct and complete copies of all material written contracts and agreements (and all amendments, modifications and supplements thereto and all side letters to which the Company or specifically approved by Purchaser under Section 6.1, no Seller (in connection with the Business) and no Purchased Entity any of its subsidiaries is a party affecting the obligations of any party thereunder) to which the Company or bound any of its subsidiaries is a party or by anywhich any of its properties or assets are bound, including all: (i) Contract that would be required to be filed by Honeywell as a material contract pursuant to Item 601(b)(10(A) of Regulation Semployment, severance, change in control, termination, labor, collective bargaining or consulting agreements (but excluding personal service contracts), (B) non-K competition contracts, and (C) indemnification contracts with officers and directors of the Securities and Exchange Commission (including Contracts relating to compensation Company or any of executive officers)its subsidiaries; (ii) Contract containing covenants not to compete in any line of business, industry partnership or geographical area restricting the Businessjoint venture agreements; (iii) Contract which creates a partnership or joint venture or similar arrangement between any Seller or Purchased Entity and another Person or any optionsagreements for the pending sale, rights (preemptive or otherwise)option to sell, warrantsright of first refusal, calls, convertible securities or commitments right of first offer or any other agreements contractual right to sell, dispose of, or arrangements with respect to any equity securities lease (in excess of 10,000 square feet), by merger, purchase or sale of assets or stock or otherwise, (A) the Purchased Entities; (iv) indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness Company Properties or any Encumbrance other real property or (other than a Permitted EncumbranceB) on any assets of the Purchased Entities in an amount exceeding $100,000; (v) Contract for the sale of any material Purchased Assets or material assets of the Purchased Entities, including any real property, after the date hereof (other than inventory except as in the usual, regular and ordinary course of business consistent with past practice), any personal property; (viiv) collective bargaining agreementloan or credit agreements, employee association agreement letters of credit, bonds, mortgages, indentures, guarantees, or other agreement with any labor union, employee representative group, works council agreements or similar collection of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing instruments evidencing indebtedness for payments in excess of $100,000 in any fiscal year; (viii) Contract between any Seller or Purchased Entity, on borrowed money by the one hand, and any of Honeywell or its Affiliates or Subsidiaries Company or any of its subsidiaries or their officers any such agreement pursuant to which indebtedness for borrowed money may be incurred, or directors evidencing security for any of the foregoing; (v) agreements that purport to limit, curtail or entities restrict the ability of the Company or any of its subsidiaries to compete in which they have a controlling interest (any geographic area or line of business, other than Contracts solely between exclusive lease provisions, non-compete provisions and other similar leasing restrictions entered into by the Purchased Entities or between any Purchased Entity and its Subsidiaries), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ix) Contract under which any Seller or Purchased Entity has made payments in excess of $250,000 Company in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices entered into in the usual, regular and ordinary course of business consistent with past practice)practice contained in the Company Space Leases and in other recorded documents by which real property was conveyed by the Company to any user or to hire or solicit the hire for employment of any individual or group; (xvi) Contract containing any material license of, contracts or any option agreements that would be required to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition of the business or stock (or, be filed as an exhibit to the extent constituting a goingForm 10-concern business, assets K or other properties) of any other Person Forms 10-Q filed by the Company with the SEC since December 31, 2007. Each such contract described in clauses (i)-(xiv) is referred to herein as a “Material Contract.”January 1,

Material Contracts. (a) Except for those agreements and other documents filed as set forth exhibits or incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 or filed or incorporated in Section 4.13(a) any of its other Company SEC Reports filed since January 1, 2012 and prior to the Disclosure Schedule or specifically approved by Purchaser under Section 6.1date hereof, no Seller (in connection with neither the Business) and no Purchased Entity Company nor any of its Subsidiaries is a party to or to, bound by any: or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (each, whether or not filed with the SEC, a “Material Contract”): (i) Contract that would be required to be filed by Honeywell as is a “material contract pursuant to contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K of the Securities and Exchange Commission (including Contracts relating to compensation of executive officers)K; (ii) Contract containing covenants not to that contains a non-compete in or client or customer non-solicit requirement or any other provisions that materially restricts the conduct of, or the manner of conducting, any line of businessbusiness of the Company or any of its affiliates (or, industry upon consummation of the Merger, of Parent or geographical area restricting the Businessany of its affiliates); (iii) Contract which creates a partnership or joint venture or similar arrangement between any Seller or Purchased Entity and another Person that obligates the Company or any optionsof its affiliates (or, rights (preemptive or otherwise)upon consummation of the Merger, warrants, calls, convertible securities or commitments Parent or any other agreements of its affiliates) to conduct business with any third party on an exclusive or arrangements with respect to any equity securities of the Purchased Entitiespreferential basis; (iv) indenture, letters that requires referrals of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage business or other evidence of Indebtedness or agreement providing for Indebtedness requires the Company or any Encumbrance (other than of its affiliates to make available investment opportunities to any Person on a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000priority or exclusive basis; (v) Contract for that relates to the sale incurrence of indebtedness by the Company or any material Purchased Assets or material assets of the Purchased Entities, including any real property, after the date hereof its Subsidiaries (other than inventory deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice)) including any sale and leaseback transactions, capitalized leases and other similar financing transactions; (vi) collective bargaining agreementthat grants any right of first refusal, employee association agreement or other agreement with any labor union, employee representative group, works council right of first offer or similar collection right with respect to any assets, rights or properties of employeesthe Company or any of its Subsidiaries; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement that limits the payment of dividends by the Company or change-of-control agreement, in each case providing for payments in excess any of $100,000 in any fiscal yearits Subsidiaries; (viii) Contract between that relates to a joint venture, partnership, limited liability company agreement or other similar agreement or arrangement with any Seller third party, or Purchased Entityto the formation, on creation or operation, management or control of any partnership or joint venture with any third parties, except in each case that relate to merchant banking investments by the one hand, and any of Honeywell Company or its Affiliates Subsidiaries in the ordinary course of business; (ix) that relates to an acquisition, divestiture, merger or Subsidiaries similar transaction and which contains representations, covenants, indemnities or other obligations (including indemnification, “earn-out” or other contingent obligations) that are still in effect; (x) that provides for payments to be made by the Company or any of its or their officers or directors or entities Subsidiaries upon a change in which they have a controlling interest control thereof; (other than Contracts solely between the Purchased Entities or between any Purchased Entity xi) that was not negotiated and its Subsidiaries), on the other hand (other than ordinary course trade payables and trade receivables negotiated entered into on an arms’ arm’s-length basis); (ixxii) Contract under which that provides for indemnification by the Company or any Seller or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess its Subsidiaries of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices any Person, except for contracts entered into in the ordinary course of business consistent with past practice)providing for customary and immaterial indemnification; (xxiii) Contract containing any material license ofthat is a consulting agreement or data processing, software programming or any option to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in licensing contract involving the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or payment of more than $500,000 over the life of the Contract 75,000 per annum (other than sales orders any such contracts which are terminable by the Company or invoices any of its Subsidiaries on 60 days or less notice without any required payment or other conditions, other than the condition of notice); (xiv) that grants to a Person any right in Company Owned Intellectual Property or grants to the Company or any of its Subsidiaries a license to Company Licensed Intellectual Property (excluding licenses to shrink-wrap or click-wrap software), in each case that involves the payment or more than $75,000 per annum or is material to the conduct of the businesses of the Company; (xv) to which any affiliate, officer, director, employee or consultant of such party or any of its Subsidiaries is a party or beneficiary (except with respect to loans to, or deposit or asset management accounts of, directors, officers and employees entered into in the ordinary course of business consistent and in accordance with past practiceall applicable regulatory requirements with respect to it); (xiixvi) Contract involving that would prevent, materially delay or materially impede the Company’s ability to consummate the Merger or the other transactions contemplated hereby; (xvii) that contains a put, call or similar right pursuant to which the Company or any Key Customers of its Subsidiaries could be required to purchase or Key Supplierssell, other than purchase orders and sales orders as applicable, any equity interests of any Person or assets; or (xviii) that is otherwise not entered into in the ordinary course of business; (xiii) lease, sublease, business or license of that is material to the Company or any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition Subsidiary of the business Company or stock (or, their financial condition or results of operations. The Company has Previously Disclosed or made available to Parent prior to the extent constituting a going-concern businessdate hereof true, assets or other properties) correct and complete copies of any other Person since December 31, 2007. Each such contract described in clauses (i)-(xiv) is referred to herein as a “each Material Contract.”

Material Contracts. (a) Except as set forth in Section 4.13(a) 3.14 of the Company Disclosure Schedule (together with Section 3.12 of the Company Disclosure Schedule) lists all material contracts and agreements (and all material amendments, modifications and supplements thereto and all side letters to which the Company or specifically approved by Purchaser under Section 6.1, no Seller (in connection with the Business) and no Purchased Entity any of its subsidiaries is a party materially affecting the obligations of any party thereunder) to which the Company or any of its subsidiaries is a party or by which any of its properties or assets are bound by anyincluding, without limitation, all: (i) Contract that would be employment, severance, product design or development, personal services or consulting agreements (other than contracts with affiliates or as identified in clause (iii) of this Section 3.14) pursuant to which the Company or its subsidiaries are required to be filed pay more than $250,000 annually, or by Honeywell as a material contract pursuant to Item 601(b)(10) of Regulation S-K of which the Securities and Exchange Commission (including Contracts relating to compensation of executive officers)Company or its subsidiaries receive more than $1,000,000 annually; (ii) Contract containing covenants not except for contracts relating to compete in any line of business, industry or geographical area restricting the Business; (iii) Contract which creates a partnership or joint venture or similar arrangement between any Seller or Purchased Entity and another Person or any options, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or any other agreements or arrangements with respect to any equity securities normal business operations of the Purchased Entities; (iv) indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness or any Encumbrance (other than a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000; (v) Contract for the sale of any material Purchased Assets or material assets of the Purchased Entities, including any real property, after the date hereof (other than inventory in the ordinary course of business consistent with past practice); (vi) collective bargaining agreement, employee association agreement or other agreement with any labor union, employee representative group, works council or similar collection of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 in any fiscal year; (viii) Contract between any Seller or Purchased Entity, on the one hand, and any of Honeywell or its Affiliates or Subsidiaries or any of its or their officers or directors or entities in which they have a controlling interest (other than Contracts solely between the Purchased Entities or between any Purchased Entity Company and its Subsidiaries), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ix) Contract under which any Seller or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices subsidiaries entered into in the ordinary course of business consistent with past practice), contracts pursuant to which the Company is obligated to indemnify any other individual or entity; (xiii) Contract containing contracts and agreements for the sale of advertising or advertising services or with advertising agencies or representatives, that contain exclusivity or "most favored nation" provisions and account, individually or in the aggregate for a series of related contracts for a single advertising client, for revenues or expenses per annum, as the case may be, in excess of $1,000,000; (iv) contracts and agreements providing for a right of first refusal, first negotiation, "tag along" or "drag along" rights applicable to any capital stock or material license of, assets of the Company or any option to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software)its subsidiaries; (xiv) Contract under partnership, joint venture or cooperative development agreements pursuant to which any Seller the Company could be required to contribute or Purchased Entity received make payments in excess of $250,000 in the last fiscal year or anticipates receiving 1,000,000; (vi) contracts and agreements with any Governmental Entity requiring payments by either party in excess of $250,000 500,000; (vii) material promotion or marketing arrangements; (viii) other than with respect to intercompany indebtedness or as set forth in the current fiscal year or of more than $500,000 over the life consolidated financial statements of the Contract (Company or the notes thereto, loan or credit agreements, mortgages, indentures, or other than sales orders agreements on instruments evidencing indebtedness for borrowed money by the Company or invoices entered into in the ordinary course any of business consistent with past practice)its subsidiaries or any such agreement or instrument pursuant to which indebtedness for borrowed money may be incurred, including guaranties; (xiiix) Contract involving contracts and agreements providing for the provision of any Key Customers services, products or Key Supplierspayments to or from any officer, director, employee or other than purchase orders affiliate of the Company or such officer, director or employee; (x) contracts and sales orders agreements that purport to limit, curtail or restrict the ability of the Company or any of its subsidiaries, or would restrict the ability of Parent or any of its subsidiaries, to compete in the ordinary course any geographic area or line of business; (xiiixi) lease, sublease, contracts or license of agreements that would be required to be filed as an exhibit to a Form 10-K filed by the Company if such Form 10-K were required to be filed on the date hereof; and (xii) all commitments and agreements to enter into any Leased Real Property, material personal property contracts or other material tangible assets; or (xiv) Contract involving the acquisition agreements relating to any of the business foregoing (collectively, together with any such contracts entered into in accordance with Section 5.1 hereof, the "Company Material Contracts"). The Company has heretofore delivered or stock (ormade available to Parent true, to the extent constituting a going-concern business, assets or other properties) correct and complete copies of any other Person since December 31, 2007. Each such contract described in clauses (i)-(xiv) is referred to herein as a “all Company Material ContractContracts.”

Material Contracts. (a) Except as set forth in Section 4.13(a) 4.15 of the Company Disclosure Schedule sets forth all of the following Contracts to which the Company, the Purchased Companies or specifically approved by Purchaser under Section 6.1, no Seller (in connection with the Business) and no Purchased Entity any of their Subsidiaries is a party to or by which it is bound under which there are continuing obligations (other than confidentiality restrictions) and other than the Company Plans and Contracts made after the date hereof as permitted by any: or in compliance with Section 6.2 (collectively, the "Material Contracts"): (i) Contract that would be required to be filed by Honeywell as a material contract pursuant to Item 601(b)(10) of Regulation S-K Contracts with any current officer or director of the Securities and Exchange Commission (including Contracts relating to compensation Company, the Purchased Companies or any of executive officers)their Subsidiaries; (ii) Contract Contracts with any labor union or association representing any employee of the Company, the Purchased Companies or any of their Subsidiaries; (iii) Contracts pursuant to which any party is required to purchase or sell a stated portion of its requirements or output from or to another party; (iv) Contracts for the sale of any of the assets of the Company, the Purchased Companies or any of their Subsidiaries other than in the Ordinary Course of Business or for the grant to any person of any preferential rights to purchase any of its assets; (v) joint venture agreements; (vi) Contracts containing covenants of the Company, the Purchased Companies or any of their Subsidiaries not to compete in any line of business, industry business or with any person in any geographical area restricting or covenants of any other person not to compete with the Business; (iii) Contract which creates a partnership or joint venture or similar arrangement between any Seller or Company, the Purchased Entity and another Person Companies or any options, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or of their Subsidiaries in any other agreements or arrangements with respect to any equity securities of the Purchased Entities; (iv) indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness or any Encumbrance (other than a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000; (v) Contract for the sale of any material Purchased Assets or material assets of the Purchased Entities, including any real property, after the date hereof (other than inventory in the ordinary course line of business consistent with past practice); (vi) collective bargaining agreement, employee association agreement or other agreement with in any labor union, employee representative group, works council or similar collection of employeesgeographical area; (vii) consulting agreementContracts relating to the acquisition by the Company, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement the Purchased Companies or change-of-control agreement, in each case providing for payments in excess any of $100,000 in their Subsidiaries of any fiscal yearoperating business or the capital stock of any other person; (viii) Contract between any Seller or Purchased Entity, on Contracts relating to the one hand, and any borrowing of Honeywell or its Affiliates or Subsidiaries or any of its or their officers or directors or entities in which they have a controlling interest (other than Contracts solely between the Purchased Entities or between any Purchased Entity and its Subsidiaries), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis)money; (ix) Contract under which any Seller or Purchased Entity has made payments in excess of $250,000 distributor, supplier (as such term is used in the last fiscal year Company SEC Documents), advertising, agency or anticipates making payments in excess manufacturer's representative Contract; (x) agreement of $250,000 in guarantee, support, assumption or endorsement of, or any similar commitment with respect to the current fiscal year Liability or Indebtedness of any other Person; (xi) trust indenture, mortgage, promissory note, loan agreement or (xii) other Contracts, other than Real Property Leases, which involve the expenditure by the Company, the Purchased Companies or any of their Subsidiaries of more than $500,000 over 150,000 in the life aggregate or $25,000 annually or require performance by any party more than one year from the date hereof or are otherwise material to the Company, the Purchased Companies and any of their Subsidiaries taken as a whole. The Company, the Purchased Companies and their Subsidiaries have provided or made available to the Purchaser true and complete copies of all of the Contract written Material Contracts and written summaries of the material terms of all of the oral Material Contracts. All of the Material Contracts and other agreements are in full force and effect and are the legal, valid and binding obligation of the Company, the Purchased Companies and/or any of their Subsidiaries, enforceable against them in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (other than purchase orders regardless of whether enforcement is sought in a proceeding at law or invoices entered into in equity). None of the ordinary course Company, the Purchased Companies or any of business consistent with past practice); (x) Contract containing their Subsidiaries is in default in any material license ofrespect under any Material Contract, or any option to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition of the business or stock (ornor, to the extent constituting a going-concern businessKnowledge of the Company, assets the Purchased Companies or other properties) any of their Subsidiaries, is any other Person since December 31, 2007. Each such contract described party to any Material Contract in clauses (i)-(xiv) is referred to herein as a “Material Contractdefault thereunder in any material respect.”

Material Contracts. There have been made available to Sub or ------------------ its designees complete and correct copies of all of the following contracts to which the Company or any of its Subsidiaries is a party or by which any of them is bound (acollectively, the "Material Contracts"): (i) Except contracts with any current officer, director, "affiliate" or "associate" (as set forth such terms are defined in Section 4.13(aRule 12b-2 under the Exchange Act) of the Disclosure Schedule Company or specifically approved by Purchaser under Section 6.1, no Seller (in connection with the Business) and no Purchased Entity is a party to or bound by any: (i) Contract that would be required to be filed by Honeywell as a material contract pursuant to Item 601(b)(10) any of Regulation S-K of the Securities and Exchange Commission (including Contracts relating to compensation of executive officers)its Subsidiaries; (ii) Contract contracts for the sale of any of the assets of the Company or any of its Subsidiaries other than in the ordinary course of business or for the grant to any person of any preferential rights to purchase any of its assets; (iii) contracts containing covenants of the Company or any of its Subsidiaries not to compete in any line of business, industry business or with any person in any geographical area restricting or, other than forms of contracts with independent contractors in connection with the Business; (iii) Contract which creates a partnership or joint venture or similar arrangement between Affiliate Program, covenants of any Seller or Purchased Entity and another Person other person not to compete with the Company or any options, rights (preemptive of its Subsidiaries in any line of business or otherwise), warrants, calls, convertible securities or commitments or in any other agreements or arrangements with respect to any equity securities of the Purchased Entitiesgeographical area; (iv) indenture, letters of creditindentures, credit agreementagreements, loan agreementmortgages, security agreementpromissory notes, guaranteeand other contracts relating to the borrowing of money which are in excess of $1,000,000 in the aggregate, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness or any Encumbrance (other than a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000; (v) Contract for the sale of any material Purchased Assets contracts or material assets of the Purchased Entitiesobligations with all employees, including any real property, after the date hereof (other than inventory in the ordinary course of business consistent with past practice); (vi) collective bargaining agreement, employee association agreement or other agreement with any labor union, employee representative group, works council or similar collection of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case consultants and agents providing for annual payments in excess of $100,000 150,000, (vi) contracts which contain change of control provisions or whose severance provisions will be accelerated upon consummation of the transactions contemplated hereby; (vii) forms of contracts with independent contractors in any fiscal yearconnection with the Affiliate Program which are substantially the same as all such contracts; and (viii) Contract between any Seller all other agreements contracts or Purchased Entityinstruments which are material to the Company. All of the Material Contracts are in full force and effect and are the legal, on valid and binding obligation of the one hand, and any of Honeywell Company or its Affiliates or Subsidiaries or Subsidiaries, enforceable against them in accordance with their respective terms. Neither the Company nor any of its or their officers or directors or entities Subsidiary is in which they have a controlling interest (other than Contracts solely between the Purchased Entities or between default under any Purchased Entity and its Subsidiaries), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ix) Material Contract under which any Seller or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices entered into in the ordinary course of business consistent with past practice); (x) Contract containing any material license of, or any option to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition of the business or stock (ornor, to the extent constituting a going-concern businessbest knowledge of the Company, assets or other properties) of is any other Person since December 31, 2007. Each such contract described party to any Material Contract in clauses (i)-(xiv) is referred to herein as a “Material Contractdefault thereunder.”

Material Contracts. (a) Except as set forth in Section 4.13(a) 4.15 of the Company Disclosure Schedule sets forth all of the following Contracts to which the Company, the Purchased Companies or specifically approved by Purchaser under Section 6.1, no Seller (in connection with the Business) and no Purchased Entity any of their Subsidiaries is a party to or by which it is bound under which there are continuing obligations (other than confidentiality restrictions) and other than the Company Plans and Contracts made after the date hereof as permitted by any: or in compliance with Section 6.2 (collectively, the “Material Contracts”): (i) Contract that would be required to be filed by Honeywell as a material contract pursuant to Item 601(b)(10) of Regulation S-K Contracts with any current officer or director of the Securities and Exchange Commission (including Contracts relating to compensation Company, the Purchased Companies or any of executive officers)their Subsidiaries; (ii) Contract Contracts with any labor union or association representing any employee of the Company, the Purchased Companies or any of their Subsidiaries; (iii) Contracts pursuant to which any party is required to purchase or sell a stated portion of its requirements or output from or to another party; (iv) Contracts for the sale of any of the assets of the Company, the Purchased Companies or any of their Subsidiaries other than in the Ordinary Course of Business or for the grant to any person of any preferential rights to purchase any of its assets; (v) joint venture agreements; (vi) Contracts containing covenants of the Company, the Purchased Companies or any of their Subsidiaries not to compete in any line of business, industry business or with any person in any geographical area restricting or covenants of any other person not to compete with the Business; (iii) Contract which creates a partnership or joint venture or similar arrangement between any Seller or Company, the Purchased Entity and another Person Companies or any options, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or of their Subsidiaries in any other agreements or arrangements with respect to any equity securities of the Purchased Entities; (iv) indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness or any Encumbrance (other than a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000; (v) Contract for the sale of any material Purchased Assets or material assets of the Purchased Entities, including any real property, after the date hereof (other than inventory in the ordinary course line of business consistent with past practice); (vi) collective bargaining agreement, employee association agreement or other agreement with in any labor union, employee representative group, works council or similar collection of employeesgeographical area; (vii) consulting agreementContracts relating to the acquisition by the Company, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement the Purchased Companies or change-of-control agreement, in each case providing for payments in excess any of $100,000 in their Subsidiaries of any fiscal yearoperating business or the capital stock of any other person; (viii) Contract between any Seller or Purchased Entity, on Contracts relating to the one hand, and any borrowing of Honeywell or its Affiliates or Subsidiaries or any of its or their officers or directors or entities in which they have a controlling interest (other than Contracts solely between the Purchased Entities or between any Purchased Entity and its Subsidiaries), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis)money; (ix) Contract under which any Seller or Purchased Entity has made payments in excess of $250,000 distributor, supplier (as such term is used in the last fiscal year Company SEC Documents), advertising, agency or anticipates making payments in excess manufacturer’s representative Contract; (x) agreement of $250,000 in guarantee, support, assumption or endorsement of, or any similar commitment with respect to the current fiscal year Liability or Indebtedness of any other Person; (xi) trust indenture, mortgage, promissory note, loan agreement or (xii) other Contracts, other than Real Property Leases, which involve the expenditure by the Company, the Purchased Companies or any of their Subsidiaries of more than $500,000 over 150,000 in the life aggregate or $25,000 annually or require performance by any party more than one year from the date hereof or are otherwise material to the Company, the Purchased Companies and any of their Subsidiaries taken as a whole. The Company, the Purchased Companies and their Subsidiaries have provided or made available to the Purchaser true and complete copies of all of the Contract written Material Contracts and written summaries of the material terms of all of the oral Material Contracts. All of the Material Contracts and other agreements are in full force and effect and are the legal, valid and binding obligation of the Company, the Purchased Companies and/or any of their Subsidiaries, enforceable against them in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (other than purchase orders regardless of whether enforcement is sought in a proceeding at law or invoices entered into in equity). None of the ordinary course Company, the Purchased Companies or any of business consistent with past practice); (x) Contract containing their Subsidiaries is in default in any material license ofrespect under any Material Contract, or any option to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition of the business or stock (ornor, to the extent constituting a going-concern businessKnowledge of the Company, assets the Purchased Companies or other properties) any of their Subsidiaries, is any other Person since December 31, 2007. Each such contract described party to any Material Contract in clauses (i)-(xiv) is referred to herein as a “Material Contractdefault thereunder in any material respect.”

Material Contracts. (a) Except as set forth in Section 4.13(a) There have been made available to Parent and its representatives true, correct and complete copies of all of the Disclosure Schedule following contracts to which Company or specifically approved by Purchaser under Section 6.1, no Seller (in connection with the Business) and no Purchased Entity any of its Subsidiaries is a party to or by which any of them is bound by any: (collectively, the "Material Contracts"): (i) Contract that would be required to be filed by Honeywell as a material contract pursuant to Item 601(b)(10) contracts with any current officer or director of Regulation S-K Company or any of the Securities and Exchange Commission (including Contracts relating to compensation of executive officers)its Subsidiaries; (ii) Contract containing covenants not to compete in any line of business, industry or geographical area restricting the Business; contracts (iiiA) Contract which creates a partnership or joint venture or similar arrangement between any Seller or Purchased Entity and another Person or any options, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or any other agreements or arrangements with respect to any equity securities of the Purchased Entities; (iv) indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness or any Encumbrance (other than a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000; (v) Contract for the sale of any material Purchased Assets or material of the assets of the Purchased Entities, including any real property, after the date hereof (other than inventory in the ordinary course of business consistent with past practice); (vi) collective bargaining agreement, employee association agreement or other agreement with any labor union, employee representative group, works council or similar collection of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 in any fiscal year; (viii) Contract between any Seller or Purchased Entity, on the one hand, and any of Honeywell or its Affiliates or Subsidiaries Company or any of its or their officers or directors or entities in which they have a controlling interest (Subsidiaries, other than Contracts solely between the Purchased Entities or between any Purchased Entity and its Subsidiaries), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ix) Contract under which any Seller or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices contracts entered into in the ordinary course of business consistent with past practice)or (B) for the grant to any person of any preferential rights to purchase any of its assets; (xiii) Contract containing contracts which restrict Company or any of its Subsidiaries from competing in any line of business or with any person in any geographical area or which restrict any other person from competing with Company or any of its Subsidiaries in any line of business or in any geographical area; (iv) indentures, credit agreements, security agreements, mortgages, guarantees, promissory notes and other contracts relating to the borrowing of money; and (v) all other agreements, contracts or instruments that are material to Company and its Subsidiaries taken as a whole. Except as specified in Section 4.1(l) of the Disclosure Schedule, all of the Material Contracts are in full force and effect and are the legal, valid and binding obligation of Company and/or its Subsidiaries, enforceable against them in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), except where the failure of such Material Contracts to be in full force and effect or to be legal, valid, binding or enforceable against Company and/or its Subsidiaries has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Company. Except as specified in Section 4.1(l) of the Disclosure Schedule, neither Company nor any of its Subsidiaries is in breach or default in any material license of, or respect under any option to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Material Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition of the business or stock (ornor, to the extent constituting a going-concern businessknowledge of Company, assets or other properties) of is any other Person since December 31party to any Material Contract in breach or default thereunder in any material respect, 2007. Each except where such contract described in clauses (i)-(xiv) is referred breaches or defaults have not had and would not reasonably be expected to herein as have a “Material ContractAdverse Effect on Company.”

Material Contracts. (a) Except as set forth in Section 4.13(a) The Company has made available to Parent a true and complete copy of each material contract, agreement, license, consent, arrangement or understanding to which the Disclosure Schedule Company or specifically approved by Purchaser under Section 6.1, no Seller (in connection with the Business) and no Purchased Entity any of its Subsidiaries is a party (each, a “Material Contract”). Except for breaches, violations or defaults which would not reasonably be expected to have, individually or bound in the aggregate, a Company Material Adverse Effect or a material adverse effect on the Company’s ability to consummate the transactions contemplated by any: this Agreement, (i) Contract that would be required to be filed by Honeywell as a material contract each of the Material Contracts is valid and in full force and effect or has expired pursuant to Item 601(b)(10) of Regulation S-K of the Securities its terms and Exchange Commission (including Contracts relating to compensation of executive officers); (ii) Contract neither the Company nor any of its Subsidiaries, nor to the Company’s Knowledge any other party to a Material Contract, has violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default under the provisions of such Material Contract, and neither the Company nor any of its Subsidiaries has received notice that it has breached, violated or defaulted under any Material Contract. Neither the Company nor any of its Subsidiaries is party to any contract, agreement, license, consent, arrangement or understanding containing covenants not any provision or covenant limiting in any material respect the ability of the Company or any of its Subsidiaries (or, after the consummation of the Merger, Parent, the Surviving Corporation or any of their respective Subsidiaries) to compete (i) sell any products or services of or to any other Person or in any field of distribution, whether defined by geography, distribution channel, legal jurisdiction, demographic attributes of such Persons, or other means, (ii) engage in any line of business, industry business or geographical area restricting the Business; (iii) Contract which creates a partnership compete with or joint venture to obtain products or similar arrangement between services from any Seller or Purchased Entity and another Person or any options, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or any other agreements or arrangements with respect to any equity securities of limiting the Purchased Entities; (iv) indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness or any Encumbrance (other than a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000; (v) Contract for the sale ability of any material Purchased Assets Person to provide products or material assets of services to the Purchased Entities, including any real property, after the date hereof (other than inventory in the ordinary course of business consistent with past practice); (vi) collective bargaining agreement, employee association agreement or other agreement with any labor union, employee representative group, works council or similar collection of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 in any fiscal year; (viii) Contract between any Seller or Purchased Entity, on the one hand, and any of Honeywell or its Affiliates or Subsidiaries Company or any of its Subsidiaries (or, after the consummation of the Merger, Parent, the Surviving Corporation or any of their officers or directors or entities in which they have a controlling interest (other than Contracts solely between the Purchased Entities or between any Purchased Entity and its respective Subsidiaries), on the other hand (other than ordinary course trade payables standard non-competition agreements between the Company and trade receivables negotiated on an arms’ length basis); (ix) Contract under which any Seller or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices entered into in the ordinary course of business consistent with past practice); (x) Contract containing any material license of, or any option to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition of the business or stock (or, to the extent constituting a going-concern business, assets or other properties) of any other Person since December 31, 2007. Each such contract described in clauses (i)-(xiv) is referred to herein as a “Material Contractits employees.”

Material Contracts. (a) Except as set forth in Section 4.13(a3.15(a) of the Disclosure Schedule sets forth a complete and accurate list of each Contract to which the Company or specifically approved by Purchaser under Section 6.1, no Seller (in connection with the Business) and no Purchased Entity any of its Affiliates is a party to or is bound by anyand which is a: (i) Contract that would be required to be filed by Honeywell as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the Securities and Exchange Commission (including Contracts relating to compensation of executive officers); (ii) Contract containing covenants not to compete in any line of business, industry or geographical area restricting the Business; (iii) Contract which creates a partnership or joint venture or similar arrangement between any Seller or Purchased Entity and another Person or any options, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or any other agreements or arrangements with respect to any equity securities of the Purchased Entities; (iv) indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness or any Encumbrance (other than a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000; (v) Contract for the purchase or sale of any material Purchased Assets or material assets of by the Purchased Entities, including any real property, after the date hereof (other than inventory in the ordinary course of business consistent with past practice); (vi) collective bargaining agreement, employee association agreement or other agreement with any labor union, employee representative group, works council or similar collection of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 in any fiscal year; (viii) Contract between any Seller or Purchased Entity, on the one hand, and any of Honeywell or its Affiliates or Subsidiaries Company or any of its or their officers or directors or entities in which they have a controlling interest (Subsidiaries other than Contracts solely between the Purchased Entities or between any Purchased Entity and its Subsidiaries), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ix) Contract under which any Seller or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices those entered into in the ordinary course of business consistent with past practice); (x) Contract containing any material license of, or any option to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; (xiiiii) leaseContract that contains any (A) exclusive dealing obligation, sublease(B) “clawback” or similar undertaking requiring the reimbursement or refund of any fees, (C) “most favored nation” or similar provision, (D) provision that grants any right of first refusal or right of first offer or similar right or (E) that limits or purports to limit the ability of the Company or its Subsidiaries to own, sell, transfer, pledge (other than pledges entered into in the ordinary course of business) or otherwise dispose of any assets or business; (iii) Contract materially limiting the ability of the Company or its Subsidiaries to engage in any lines of business or to compete with any other Person or prohibiting the Company or its Subsidiaries from soliciting customers, clients or employees, in each case whether in any specified geographic region or business or generally; (iv) lease or other Contract (whether real, personal or mixed, tangible or intangible) pursuant to which the annualized rent is in excess of $100,000; (v) Contract in respect of any partnership, limited liability company, joint venture or similar arrangement involving a sharing of profits or losses; (vi) Contract or instrument for the borrowing of money or the guaranty of any obligation, where the Company or its Subsidiaries is a lender, borrower or guarantor; (vii) Contract with any Governmental Entity; (viii) Contract with any Affiliate; (ix) Contract (other than a Company Employee Plan) under which the Company or its Subsidiaries will have an obligation with respect to an “earn-out,” contingent purchase price or similar contingent payment obligation; (x) Contract that provides for an increased payment or benefit, or license acceleration of rights, upon the execution of this Agreement or in connection with the completion of the transactions contemplated hereby; (xi) Contract with any Leased Real Propertyof the largest ten (10) vendors to the Company and its Subsidiaries by expenditure by the Company and its Subsidiaries, material personal property or other material tangible assetstaken as a whole, during the fiscal year ended December 31, 2013; or (xivxii) Contract involving by which the acquisition Company or any of its Subsidiaries could reasonably be expected to be required to indemnify any current or former director, officer or employee of the business Company or stock (or, to the extent constituting a going-concern business, assets or other properties) any of any other Person since December 31, 2007its Affiliates. Each such contract Contract, arrangement or commitment of the types described in clauses (i)-(xiv) this Section 3.15(a), whether or not set forth in the Disclosure Schedule, is referred to herein as a “Company Material Contract.”

Material Contracts. (a) Except as set forth in Section 4.13(a) There have been made available to Parent, its affiliates and their representatives true and complete copies of all of the Disclosure Schedule following contracts to which Company or specifically approved by Purchaser under Section 6.1, no Seller (in connection with the Business) and no Purchased Entity any of its Subsidiaries is a party to or by which any of them is bound by any: (collectively, the "Material Contracts"): (i) Contract that would be required to be filed by Honeywell as a material contract pursuant to Item 601(b)(10) contracts with any current officer or director of Regulation S-K Company or any of the Securities and Exchange Commission (including Contracts relating to compensation of executive officers)its Subsidiaries; (ii) Contract containing covenants not to compete in any line of business, industry or geographical area restricting the Business; (iii) Contract which creates a partnership or joint venture or similar arrangement between any Seller or Purchased Entity and another Person or any options, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or any other agreements or arrangements with respect to any equity securities of the Purchased Entities; (iv) indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness or any Encumbrance (other than a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000; (v) Contract contracts for the sale of any material Purchased Assets or material of the assets of Company or any of its Subsidiaries other than contracts relating to non-operating property or entered into in the Purchased Entities, including ordinary course of business or for the grant to any real property, after the date hereof (person of any preferential rights to purchase any of its assets other than inventory in the ordinary course of business consistent with past practice)business; (viiii) collective bargaining agreement, employee association agreement or other agreement with any labor union, employee representative group, works council or similar collection contracts containing covenants of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 in any fiscal year; (viii) Contract between any Seller or Purchased Entity, on the one hand, and any of Honeywell or its Affiliates or Subsidiaries Company or any of its Subsidiaries not to compete in any line of business or their officers with any person in any geographical area or directors covenants of any other person not to compete with Company or entities any of its Subsidiaries in which they have a controlling interest (other than Contracts solely between the Purchased Entities any line of business or between in any Purchased Entity and its Subsidiaries), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis)geographical area; (ixiv) Contract under which any Seller material indentures, credit agreements, mortgages, promissory notes, and all contracts relating to the borrowing of money; and (v) all other agreements, contracts or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices instruments entered into in outside of the ordinary course of business consistent and which, in the reasonable opinion of Company, are material to Company. The Company has discussed with past practiceParent the Company's purchase orders for raw materials (including cotton and polyester); , supplies, expense items, and equipment, and the purchase orders from the Company's customers as well as the Company's acknowledgments of those orders, but the Company has not provided copies of all of these documents to Parent. Except as set forth on Schedule 4.1(p), all of the Material Contracts are in full force and effect and are the legal, valid and binding obligation of Company and/or its Subsidiaries, enforceable against them in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (xregardless of whether enforcement is sought in a proceeding at law or in equity). Except as set forth on Section 4.1(p) Contract containing of the Disclosure Schedule, neither Company nor any Subsidiary is in default in any material license of, or respect under any option to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Material Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition of the business or stock (ornor, to the extent constituting a going-concern businessknowledge of Company, assets or other properties) of is any other Person since December 31, 2007. Each such contract described party to any Material Contract in clauses (i)-(xiv) is referred to herein as a “Material Contractdefault thereunder in any material respect.”

Material Contracts. Except as otherwise reflected in the Beneficial Financial Statements and the Beneficial SEC Reports, none of the Beneficial Entities, nor any of their respective Assets, businesses, or operations, is a party to, is bound by or subject to any Contract, (a) Except as set forth in Section 4.13(a) of the Disclosure Schedule or specifically approved by Purchaser under Section 6.1, no Seller (in connection with the Business) and no Purchased Entity that is a party to or bound by any: “material contract” (i) Contract that would be required to be filed by Honeywell as a material contract pursuant to such term is defined in Item 601(b)(10) of Regulation S-K of the Securities SEC) and Exchange Commission that has not been filed as an exhibit to one of the Beneficial SEC Reports, (including Contracts relating to compensation b) which prohibits or materially restricts any Beneficial Entity (or, following consummation of executive officers); (iithe transactions contemplated by this Agreement, WSFS) Contract containing covenants not to compete from engaging in any business activities in any geographic area, line of businessbusiness or otherwise in competition with any other Person, industry (c) which limits the payment of dividends by any Beneficial Entity, (d) pursuant to which any Beneficial Entity has agreed with any third party to a change of control transaction such as an acquisition, divestiture or geographical area restricting the Business; (iii) Contract which creates merger or contains a partnership or joint venture put, call or similar arrangement between any Seller right involving the purchase or Purchased Entity and another Person or any options, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or any other agreements or arrangements with respect to any equity securities of the Purchased Entities; (iv) indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness or any Encumbrance (other than a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000; (v) Contract for the sale of any material Purchased equity interests or Assets or material assets of the Purchased Entitiesany Person and which contains representations, including any real propertycovenants, after the date hereof (other than inventory in the ordinary course of business consistent with past practice); (vi) collective bargaining agreement, employee association agreement indemnities or other agreement with any labor unionobligations (including indemnification, employee representative group“earn-out” or other contingent obligations) that are still in effect, works council or similar collection of employees; (viie) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 in any fiscal year; (viii) Contract between any Seller or Purchased Beneficial Entity, on the one hand, and (i) any officer or director of Honeywell any Beneficial Entity, or its Affiliates (ii) to the Knowledge of Beneficial, any (x) record or Subsidiaries beneficial owner of five percent or more of the voting securities of Beneficial, (y) Affiliate or family member of any such officer, director or record or beneficial owner or (z) any other Affiliate of its or their officers or directors or entities in which they have a controlling interest (other than Contracts solely between the Purchased Entities or between any Purchased Entity and its Subsidiaries)Beneficial, on the other hand hand, except those of a type available to employees of Beneficial generally, (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ixf) Contract under which that provides for indemnification by any Seller or Purchased Beneficial Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices any Person, except for non-material Contracts entered into in the ordinary course Ordinary Course, (g) with or to a labor union or guild (including any collective bargaining agreement), (h) that grants any “most favored nation” right, right of business consistent first refusal, right of first offer or similar right with past practice); (x) Contract containing respect to any material license ofAssets, or rights of any option Beneficial Entity, taken as a whole, or (i) any other Contract or amendment thereto that is material to assign any Beneficial Entity or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller their respective business or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices Assets and not otherwise entered into in the ordinary course of business consistent with past practice); (xii) Ordinary Course. Each Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition of the business or stock (or, to the extent constituting a going-concern business, assets or other properties) of any other Person since December 31, 2007. Each such contract type described in clauses (i)-(xiv) is this Section 4.18, whether or not set forth in Beneficial’s Disclosure Memorandum together with all Contracts referred to in Sections 4.12 and 4.17(a), are referred to herein as the “Beneficial Contracts.” With respect to each Beneficial Contract: (i) the Contract is legal, valid and binding on a “Material ContractBeneficial Entity and is in full force and effect and is enforceable in accordance with its terms, (ii) no Beneficial Entity is in Default thereunder, (iii) no Beneficial Entity has repudiated or waived any material provision of any such Contract and (iv) no other party to any such Contract is, to the Knowledge of Beneficial, in Default or has repudiated or waived any material provision thereunder. All of the Beneficial Contracts have been Previously Disclosed. All of the indebtedness of any Beneficial Entity for money borrowed is prepayable at any time by such Beneficial Entity without penalty or premium.”

Material Contracts. (a) Except as set forth in Section 4.13(a) Neither the Company nor any of the Disclosure Schedule or specifically approved by Purchaser under Section 6.1, no Seller (in connection with the Business) and no Purchased Entity its Subsidiaries is a party to or bound by any: any contract, arrangement, lease, commitment or understanding (whether written or oral) (i) Contract that would be required to be filed by Honeywell is a “material contract” (as a material contract pursuant to such term is defined in Item 601(b)(10) of Regulation S-K of the Securities and Exchange Commission (including Contracts relating SEC) to compensation be performed after the date of executive officers); this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof, (ii) Contract containing covenants not that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to compete limit or restrict in any line respect the ability of the Company, the Surviving Corporation or any of their Subsidiaries or their businesses or, following consummation of the Transaction and the other transactions contemplated hereby, Parent or its Affiliates, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries or, following consummation of the transactions contemplated by this Agreement, Parent or its Affiliates, is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Affiliates, to own or operate any assets or business, industry or geographical area restricting the Business; (iii) Contract which creates containing a partnership “most favored nation” clause or joint venture other similar term providing preferential pricing or similar arrangement between any Seller treatment to a party (other than the Company or Purchased Entity and another Person its Subsidiaries) that is material to the Company or any optionsits Subsidiaries, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or any other agreements or arrangements with respect to any equity securities of the Purchased Entities; (iv) indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness between the Company or any Encumbrance (other than a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000; (v) Contract for the sale of any material Purchased Assets or material assets of the Purchased Entities, including any real property, after the date hereof (other than inventory in the ordinary course of business consistent with past practice); (vi) collective bargaining agreement, employee association agreement or other agreement with any labor union, employee representative group, works council or similar collection of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 in any fiscal year; (viii) Contract between any Seller or Purchased Entityits Subsidiaries, on the one hand, and any of Honeywell Affiliate, director or its Affiliates or Subsidiaries or officer (or, to the Company’s Knowledge, any of its or their officers or directors or entities in which they have a controlling interest (other than Contracts solely between the Purchased Entities or between any Purchased Entity and its Subsidiariesrespective Affiliates), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ix) Contract under which any Seller or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices entered into in the ordinary course of business consistent with past practice); (x) Contract containing any material license of, or any option to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliershand, other than purchase orders (A) contracts between the Company and sales orders any of its Subsidiaries, (B) contracts among Subsidiaries of the Company and (C) contracts with Parent or its Affiliates or (v) that, upon the execution, delivery or performance by the Company of this Agreement or the consummation of any of the transactions contemplated hereby, requires any consent or other action by any Person under, constitutes a default, or an event that, with or without notice or lapse of time or both, would constitute a default, under, or causes or permits the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Company or any of its Subsidiaries is entitled and that is material to the business of the Company and its Subsidiaries, taken as a whole. Each contract, arrangement, commitment or understanding of the type described in this Section, whether or not set forth in the ordinary course of business; (xiii) leaseCompany Disclosure Schedule, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition of the business or stock (or, to the extent constituting a going-concern business, assets or other properties) of any other Person since December 31, 2007. Each such contract described in clauses (i)-(xiv) is referred to herein as a “Material Contract”.”

Material Contracts. (ai) Except for the Company Benefit Plans and the Contracts filed as set forth exhibits or incorporated by reference in Section 4.13(a) the 2008 10-K or to the SEC Reports (including the matters reflected on, reserved against, or disclosed in the notes to, the Company’s financial statements included therein), neither the Company nor any of the Disclosure Schedule or specifically approved by Purchaser under Section 6.1, no Seller (in connection with the Business) and no Purchased Entity its Subsidiaries is a party to or bound by anyany Contract that: (iA) Contract that would be required to be filed by Honeywell is a “material contract” (as a material contract pursuant to such term is defined in Item 601(b)(10) of Regulation S-K of promulgated under the Securities and Exchange Commission (including Contracts relating Act) to compensation be performed in full or in part after the date of executive officers)this Agreement; (iiB) Contract containing covenants not to compete in creates any line of businessmaterial partnership, industry or geographical area restricting the Business; (iii) Contract which creates a partnership or limited liability company agreement, joint venture or similar arrangement between agreement entered into with any Seller third party; (C) is a voting agreement or Purchased Entity registration rights agreement; (D) relates to Indebtedness (whether incurred, assumed, guaranteed or secured by any asset), other than agreements among direct and another Person indirect wholly-owned Subsidiaries of the Company; (E) relates to the acquisition or disposition of any business, a material amount of stock or assets, or any options, rights (preemptive material assets or otherwise), warrants, calls, convertible securities or commitments or any other agreements or arrangements with respect to any equity securities of the Purchased Entities; (iv) indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness or any Encumbrance (material real property other than a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000; (v) Contract for the sale of any material Purchased Assets or material assets of the Purchased Entities, including any real property, after the date hereof (other than inventory in the ordinary course of business consistent with past practice); (vi) collective bargaining agreement, employee association agreement where such contract contains continuing material obligations or other agreement with any labor union, employee representative group, works council or similar collection contains continuing indemnity obligations of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 in any fiscal year; (viii) Contract between any Seller or Purchased Entity, on the one hand, and any of Honeywell or its Affiliates or Subsidiaries Company or any of its Subsidiaries; (F) materially limits the freedom of the Company or their officers any of its Subsidiaries, or directors would limit the freedom of the Investor or entities in which they have a controlling interest its Affiliates (other than Contracts solely between the Purchased Entities Company or between any Purchased Entity of its Subsidiaries) after the Closing or materially limit the Company or any of its Subsidiaries after the Closing, to compete in any line of business or with any Person or in any area; (G) contains exclusivity obligations or restrictions (x) binding on the Company or any of its Subsidiaries, (y) that would be binding on the Company or any of its Subsidiaries after the Closing or (z) that would be binding on the Investor or any of its Affiliates (other than the Company and its Subsidiaries)) after the Closing, on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ix) Contract under which any Seller or Purchased Entity has made payments in excess of $250,000 and, in the last fiscal year or anticipates making payments in excess case of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices entered into in the ordinary course of business consistent with past practice); subclauses (x) Contract containing any material license ofand (y) of this clause (G), that materially affect or limit the Business or the operations of the Company or any option of its Subsidiaries or (H) is a commitment or agreement to assign or purchase, enter into any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition of the business or stock (or, to the extent constituting a going-concern business, assets or other properties) of any other Person since December 31, 2007. Each such contract described in clauses (i)-(xiv) is referred to herein as a “Material Contractforegoing.”

Material Contracts. (a) Except as set forth in Section 4.13(a) For purposes of this Agreement, a “Material Contract” shall mean any Contract, other than the Disclosure Schedule Related Agreements, by which the Company or specifically approved by Purchaser under Section 6.1, no Seller (in connection with the Business) and no Purchased Entity any of its Subsidiaries is a party to or is bound by any: as of the date hereof which (i) Contract that would be is required to be filed by Honeywell as a material contract disclosed in the Company SEC Reports pursuant to Item 601(b)(10) of Regulation S-K of promulgated by the Securities and Exchange Commission (including Contracts relating to compensation of executive officers); SEC, (ii) Contract containing covenants not restricts the ability of the Company or any of its Subsidiaries to compete in any line of businesspay dividends or make distributions, industry or geographical area restricting the Business; (iii) Contract which creates a partnership (A) restricts in any material respect the Company’s or joint venture any of its Subsidiaries’ ability to engage in any business or compete with other entities in any geographic area in favor of any Person other than the Company or any of its Subsidiaries, (B) contains any covenant granting “most favored nation” or similar arrangement between status to any Seller Person that, following consummation of the Merger, would restrict actions in any material respect taken by Parent, the Surviving Entity or Purchased their respective Subsidiaries or Affiliates or (C) following the consummation of the Merger, would obligate Parent, the Surviving Entity or their respective Subsidiaries or Affiliates to conduct business on an exclusive or preferential basis with any Person, (iv) obligates the Company or any of its Subsidiaries to make non-contingent, aggregate annual expenditures (other than principal and/or interest payments or the deposit of other reserves with respect to debt obligations) in excess of $200,000 (but specifically excluding any leases of real property), which Contract is not cancelable within ninety (90) days without material penalty to the Company or any of its Subsidiaries, (v) contains (A) an option, right of first offer, right of first refusal or otherwise requires the Company or its Subsidiaries to dispose of or acquire any individual asset (or assets) with a value in excess of $100,000 or (B) any takedown or profit participation agreements (vi) requires material commission payments or royalty payments (including with respect to mineral and another water rights) other than brokerage fees in the ordinary course of business consistent with past practice, (vii) contains put, call or similar rights pursuant to which the Company or any of its Subsidiaries could be required to purchase or sell equity interests of any Person or any optionsassets that have a fair market value or purchase price in excess of $200,000, rights (preemptive viii) contains a license or otherwise), warrants, calls, convertible securities other right granted by or commitments to the Company or any other agreements or arrangements of its Subsidiaries with respect to any equity securities Intellectual Property that is material to the conduct of their business (excluding license of commercially available, non-customized software granted to the Purchased Entities; Company or any of its Subsidiaries and used for internal purposes only), (ivix) constitutes a joint venture, partnership, limited liability company agreement or other similar Contract between the Company or any of its Subsidiaries, on the one hand, and any third party, on the other hand, (x) is an indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness bond or any Encumbrance other Contract related to Indebtedness for borrowed money of the Company or any of its Subsidiaries, in each case having an outstanding principal amount in excess of $250,000, individually, other than any such Contract between or among the Company and any of its Subsidiaries, (xi) constitutes a loan to any Person by the Company or its Subsidiaries (other than to a Permitted Encumbrance) on any assets wholly-owned Subsidiary of the Purchased Entities in an amount exceeding $100,000; (vCompany) Contract for the sale of any material Purchased Assets or material assets of the Purchased Entities, including any real property, after the date hereof (other than inventory in the ordinary course of business consistent with past practice); , (vixii) collective bargaining agreement, employee association agreement is a Contract between the Company or other agreement any of its Subsidiaries with any labor union, employee representative groupworks council, works council or labor-related organization (a “Collective Bargaining Agreement”), (xiii) is a Contract that is a settlement, conciliation or similar collection agreement with any Governmental Entity or pursuant to which the Company or a Subsidiary will have any material outstanding obligation after the date of employees; this Agreement, (viixiv) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention constitutes a regulatory agreement or changesimilar Contract that requires that any portion of any Owned Real Property be leased or sold to any Persons set forth in such agreement or on specified terms and conditions, (xv) is a Contract that is for the employment or engagement of any Person on a full-oftime or part-control agreementtime basis, in each case providing for payments including directors, employees, and independent contractors at annual compensation in excess of $100,000 in (other than offer letters for at-will employment that can be terminated by the Company at any fiscal year; time with no liability), (viiixvi) Contract between any Seller or Purchased Entity, on obligates the one hand, and any of Honeywell or its Affiliates or Subsidiaries Company or any of its Subsidiaries to indemnify any past or their officers or directors or entities in which they have a controlling interest (other than Contracts solely between the Purchased Entities or between any Purchased Entity present directors, officers, trustees, employees and its Subsidiaries), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ix) Contract under which any Seller or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life agents of the Contract (other than purchase orders or invoices entered into in the ordinary course of business consistent with past practice); (x) Contract containing any material license of, Company or any option to assign or purchaseof its Subsidiaries or, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders except in the ordinary course of business; , any other Person, (xiiixvii) leasecontains a standstill or similar provision pursuant to which the Company or any of its Subsidiaries has agreed not to acquire assets or securities of the other Person or any of its Affiliates, sublease(xviii) is a Material Real Property Lease or (xix) relates to (A) the acquisition, directly or license indirectly, of any Leased Real Property, material personal property assets or capital stock or other material tangible assets; securities (by merger, capital contribution or (xiv) Contract involving the acquisition of the business or stock (or, to the extent constituting a going-concern business, assets or other propertiesotherwise) of any other Person or (B) the disposition, directly or indirectly, of assets of the Company or its Subsidiaries, in each case with a total consideration in excess of $250,000 since December 31January 1, 2007. Each such contract described in clauses (i)-(xiv) is referred to herein as a “Material Contract2014.”

Material Contracts. (a) Except for those agreements and other documents filed as set forth exhibits or incorporated by reference to Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 or filed or incorporated in Section 4.13(a) any of its other Company SEC Reports filed since March 16, 2012 and prior to the Disclosure Schedule date hereof or specifically approved by Purchaser under Section 6.1as Previously Disclosed, no Seller (in connection with the Business) and no Purchased Entity neither Company nor any of its Subsidiaries is a party to or to, bound by any: or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (each, whether or not filed with the SEC, a “Material Contract”): (i) Contract that would be required to be filed by Honeywell as is a “material contract pursuant to contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K of the Securities and Exchange Commission (including Contracts relating to compensation of executive officers)K; (ii) Contract containing covenants not to that contains a non-compete in or client or customer non-solicit requirement or any other provisions that restricts the conduct of, or the manner of conducting, any line of businessbusiness of Company or any of its affiliates (or, industry upon consummation of the Merger, of Purchaser or geographical area restricting the Businessany of its affiliates); (iii) Contract which creates a partnership or joint venture or similar arrangement between any Seller or Purchased Entity and another Person that obligates Company or any optionsof its affiliates (or, rights (preemptive or otherwise)upon consummation of the Merger, warrants, calls, convertible securities or commitments Purchaser or any other agreements of its affiliates) to conduct business with any third party on an exclusive or arrangements with respect to any equity securities of the Purchased Entitiespreferential basis; (iv) indenture, letters that requires referrals of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage business or other evidence of Indebtedness or agreement providing for Indebtedness requires Company or any Encumbrance (other than of its affiliates to make available investment opportunities to any person on a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000priority or exclusive basis; (v) Contract for that relates to the sale incurrence of indebtedness by Company or any material Purchased Assets or material assets of the Purchased Entities, including any real property, after the date hereof its Subsidiaries (other than inventory deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice)) including any sale and leaseback transactions, capitalized leases and other similar financing transactions; (vi) collective bargaining agreementthat grants any right of first refusal, employee association agreement or other agreement with any labor union, employee representative group, works council right of first offer or similar collection right with respect to any material assets, rights or properties of employeesCompany or any of its Subsidiaries; (vii) consulting agreementthat limits the payment of dividends by Company or any of its Subsidiaries; (viii) that relates to a material joint venture, partnership, limited liability company agreement or other similar agreement or arrangement with any third party, or to the formation, creation or operation, management agreementor control of any material partnership or joint venture with any third parties, advisory agreementexcept in each case that relate to merchant banking investments by the Company or its Subsidiaries in the ordinary course of business; (ix) that relates to an acquisition, employment agreementdivestiture, severance agreementmerger or similar transaction and which contains representations, retention covenants, indemnities or other obligations (including indemnification, “earn-out” or other contingent obligations) that are still in effect; (x) that provides for payments to be made by Company or any of its Subsidiaries upon a change in control thereof; (xi) that is a consulting agreement or changedata processing, software programming or licensing contract involving the payment of more than $200,000 per annum (other than any such contracts which are terminable by Company or any of its Subsidiaries on 60 days or less notice without any required payment or other conditions, other than the condition of notice); (xii) that grants to a person any right in Company Owned Intellectual Property or grants to Company or any of its Subsidiaries a license to Company Licensed Intellectual Property (excluding licenses to shrink-ofwrap or click-control agreementwrap software), in each case providing for payments in excess that involves the payment or more than $200,000 per annum or is material to the conduct of $100,000 in any fiscal yearthe businesses of the Company; (viiixiii) Contract between to which any Seller affiliate, officer, director, employee or Purchased Entity, on the one hand, and any consultant of Honeywell or its Affiliates or Subsidiaries such party or any of its Subsidiaries is a party or their beneficiary (except with respect to loans to, or deposit or asset management accounts of, directors, officers or directors or entities in which they have a controlling interest (other than Contracts solely between the Purchased Entities or between any Purchased Entity and its Subsidiaries), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ix) Contract under which any Seller or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices employees entered into in the ordinary course of business consistent and in accordance with past practiceall applicable regulatory requirements with respect to it); (x) Contract containing any material license of, or any option to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving that is otherwise material to the acquisition Company or any Significant Subsidiary of the business Company or stock (or, their financial condition or results of operations. Company has Previously Disclosed or made available to Purchaser prior to the extent constituting a going-concern businessdate hereof true, assets or other properties) correct and complete copies of any other Person since December 31, 2007. Each such contract described in clauses (i)-(xiv) is referred to herein as a “each Material Contract.”

Material Contracts. (a) Except as set Schedule 3.14 sets forth in Section 4.13(a) all of the Disclosure Schedule following contracts, agreements, commitments ("Contracts") to which the Company or specifically approved by Purchaser under Section 6.1, no Seller (in connection with the Business) and no Purchased Entity any of its Subsidiaries is a party to or by which it is bound by any: (collectively, the "Material Contracts"): (i) Contract that would be required to be filed by Honeywell as a material contract pursuant to Item 601(b)(10) of Regulation S-K Contracts with any current officer or director of the Securities and Exchange Commission (including Contracts relating to compensation Company or any of executive officers)its Subsidiaries; (ii) Contract Contracts with any labor union or association representing any employee of the Company or any of its Subsidiaries; (iii) Contracts pursuant to which any party is required to purchase or sell a stated portion of its requirements or output from or to another party; (iv) Contracts for the sale of any of the assets of the Company or any of its Subsidiaries other than in the ordinary course of business or for the grant to any person of any preferential rights to purchase any of its assets; (v) joint venture agreements; (vi) material Contracts containing covenants of the Company or any of its Subsidiaries not to compete in any line of business, industry business or with any person in any geographical area restricting or covenants of any other person not to compete with the Business; (iii) Contract which creates a partnership or joint venture or similar arrangement between any Seller or Purchased Entity and another Person Company or any options, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or of its Subsidiaries in any other agreements or arrangements with respect to any equity securities of the Purchased Entities; (iv) indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness or any Encumbrance (other than a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000; (v) Contract for the sale of any material Purchased Assets or material assets of the Purchased Entities, including any real property, after the date hereof (other than inventory in the ordinary course line of business consistent with past practice); (vi) collective bargaining agreement, employee association agreement or other agreement with in any labor union, employee representative group, works council or similar collection of employeesgeographical area; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement Contracts relating to the acquisition by the Company or change-of-control agreement, in each case providing for payments in excess any of $100,000 in its Subsidiaries of any fiscal yearoperating business or the capital stock of any other person; (viii) Contract between any Seller Contracts relating to the borrowing of money; or Purchased Entity, on the one hand, and any of Honeywell or its Affiliates or Subsidiaries or any of its or their officers or directors or entities in which they have a controlling interest (other than Contracts solely between the Purchased Entities or between any Purchased Entity and its Subsidiaries), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ix) Contract under any other Contracts, other than Real Property Leases, which any Seller or Purchased Entity has made payments in excess of $250,000 in involve the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or expenditure of more than $500,000 over 50,000 in the life aggregate or $25,000 annually or require performance by any party more than one year from the date hereof. There have been made available to the Purchaser, its affiliates and their representatives true and complete copies of all of the Contract Material Contracts. Except as set forth on Schedule 3.14, all of the Material Contracts and other agreements are in full force and effect and are the legal, valid and binding obligation of the Company and/or its Subsidiaries, enforceable against them in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (other than purchase orders regardless of whether enforcement is sought in a proceeding at law or invoices entered into in equity). Except as set forth on Schedule 3.14, neither the ordinary course of business consistent with past practice); (x) Contract containing Company nor any Subsidiary is in default in any material license ofrespect under any Material Contracts, or any option to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition of the business or stock (ornor, to the extent constituting a going-concern businessknowledge of the Company, assets or other properties) of is any other Person since December 31, 2007. Each such contract described party to any Material Contract in clauses (i)-(xiv) is referred to herein as a “Material Contractdefault thereunder in any material respect.”

Material Contracts. All agreements, contracts, leases, licenses, instruments, commitments (oral or written), indebtedness, liabilities and other obligations to which a Group Company is a party or by which it is bound that (a) Except are material to the conduct and operations of its business and properties, or (b) obligate such Group Company to share, license or develop any product or technology outside the ordinary course of business are hereinafter referred to as set forth in Section 4.13(a“Material Contracts”. For purposes of clause (a) of the Disclosure Schedule this Section, “material” means any agreement, contract, indebtedness, liability, arrangement or specifically approved by Purchaser under Section 6.1, no Seller (in connection with the Business) and no Purchased Entity is a party to or bound by any: other obligation (i) Contract that would be required to be filed by Honeywell as a material contract pursuant to Item 601(b)(10) having an aggregate value, cost, liability or amount in excess of Regulation S-K of the Securities and Exchange Commission (including Contracts relating to compensation of executive officers); RMB5,000,000, (ii) Contract with the term thereof extending for more than one (1) year beyond the date of this Agreement, (iii) containing covenants exclusivity, non-competition, or similar clauses that impair, restrict or impose conditions on any of the Group Companies’ right to offer or sell products or services in specified areas, during specified periods, or otherwise, (iv) not to compete in any line the ordinary course of business, industry (v) transferring or geographical area restricting the Business; (iii) Contract which creates a partnership licensing any Intellectual Property to or joint venture or similar arrangement between from any Seller or Purchased Entity and another Person or any options, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or any other agreements or arrangements with respect to any equity securities of the Purchased Entities; (iv) indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness or any Encumbrance Group Companies (other than licenses granted under the medical devices sales agreements executed by the Group Company in the ordinary course of business), (vi) involving any provision providing for exclusivity, “change in control”, “most favored nations”, rights of first refusal or first negotiation or similar rights, or granting a Permitted Encumbrancepower of attorney, agency or similar authority, (vii) on involving the ownership or lease of, title to, use of, or any assets of the Purchased Entities in an amount exceeding $100,000; (v) Contract for the sale of any material Purchased Assets leasehold or material assets of the Purchased Entitiesother interest in, including any real property, after the date hereof or personal property with an annual rental exceeding US$200,000 (other than inventory except for movable property leases in the ordinary course of business consistent with past practiceand involving payments of less than US$100,000); (vi) collective bargaining agreement, employee association agreement or other agreement with any labor union, employee representative group, works council or similar collection of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 in any fiscal year; (viii) Contract between involving a loan (other than accounts receivable from trade debtors in the ordinary course of business) or advance to, or investment in, any Seller or Purchased EntityPerson that is not a Group Company, (ix) providing for the incurrence of indebtedness of any Group Company with a financial institute, (x) involving any provision providing for the guarantee of any indebtedness, (xi) being between, on the one hand, and any of Honeywell or its Affiliates or Subsidiaries or any of its or their officers or directors or entities in which they have a controlling interest (other than Contracts solely between the Purchased Entities or between any Purchased Entity and its Subsidiaries)Group Company and, on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ix) Contract under which any Seller or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices entered into in the ordinary course of business consistent with past practice); hand, (x) Contract containing the Founder or his/her Affiliates or (y) any material license ofRelated Party of any Group Company, or any option to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, subleasebeing with a Governmental Authority, or license sole-source supplier of any Leased Real Property, material personal property product or other material tangible assets; or (xiv) service. Each Material Contract involving the acquisition is a valid and binding agreement of the business parties thereto, the performance of which does not and will not violate any applicable Laws in any material respects, and is in full force and effect against the parties thereto. Each Group Company has duly performed all of its obligations under each Contract in material respects to the extent that such obligations to perform have accrued, and no breach or stock (default, to the Knowledge of any of the Warrantors, alleged breach or alleged default, or event which would constitute a breach or default thereunder by such Group Company or any other party or obligor with respect thereto, has occurred. No Group Company has given notice that it intends to terminate a Material Contract or, to the extent constituting a going-concern business, assets or other properties) Knowledge of any of the Warrantors, that any other Person since December 31party thereto has breached, 2007. Each violated or defaulted under any Material Contract, and no Group Company has received any notice that it has breached, violated or defaulted under any Material Contract or, to the Knowledge of any of the Warrantors, that any other party thereto intends to terminate such contract described in clauses (i)-(xiv) is referred to herein as a “Material Contract.”

Material Contracts. (a) Except as set forth in Section 4.13(a3.9(a) of the Company Disclosure Schedule Letter sets forth a list (detailed by reference to the roman numerals of this Section) of each of the following Contracts to which the Company or specifically approved by Purchaser under Section 6.1, no Seller (in connection with the Business) and no Purchased Entity any of its Subsidiaries is a party or to which the Company or bound by anyany of its Subsidiaries’ assets or properties is bound: (i) any Contract (other than this Agreement) that would be required by the rules and regulations of the SEC to be described in the Company SEC Documents or to be filed by Honeywell the Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the Securities and Exchange Commission (including Contracts relating to compensation of executive officers)an exhibit thereto; (ii) any Contract containing covenants of the Company or any of its Subsidiaries not to compete in any line of business, industry or geographical area in any manner or restricting the BusinessCompany or any of its Subsidiaries from freely setting prices for its products (including “most favored customer” pricing provisions); (iii) any Contract which creates a partnership or joint venture or similar arrangement between any Seller or Purchased Entity and another Person or any options, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or any other agreements or arrangements with respect to any equity securities of the Purchased Entitiesarrangement; (iv) any indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage mortgage, trust deed or other evidence Contract for or with respect to the borrowing of Indebtedness money, a line of credit, any currency exchange, commodities or agreement providing for Indebtedness other hedging arrangement, or any Encumbrance (other than a Permitted Encumbrance) on any assets leasing transaction of the Purchased Entities a type required to be capitalized in an amount exceeding $100,000accordance with GAAP; (v) any Contract of guarantee, support, or assumption with respect to the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any other Person; (vi) any collective bargaining agreement or other labor union Contract, (vii) any Contract for the sale of any of its material Purchased Assets or material assets of the Purchased Entitiesassets, including any real property, other than for inventory after the date hereof (other than inventory in the ordinary course of business consistent with past practice); (vi) collective bargaining agreement, employee association agreement or other agreement with any labor union, employee representative group, works council or similar collection of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 in any fiscal year; (viii) any Contract between any Seller that contains a put, call, collar, right of first refusal or Purchased Entity, on similar right pursuant to which the one hand, and any of Honeywell or its Affiliates or Subsidiaries Company or any of its Subsidiaries would be required to purchase or their officers or directors or entities in which they have a controlling interest (other than Contracts solely between sell, as applicable, any equity interests of any Person, but excluding any agreement related to any of the Purchased Entities or between any Purchased Entity and its Subsidiaries), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis)Options; (ix) any material settlement agreement or similar Contract under and any settlement agreement or similar Contract with a Governmental Entity, in each case, to which the Company or any Seller or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices entered into in the ordinary course of business consistent with past practice)its Subsidiaries is a party; (x) any Contract containing which contains a “change in control” clause or other similar provision which imposes any material license of, or any option to assign or purchaseobligation on the Company, any material Intellectual Property (excluding, however, licenses Subsidiary or another party to such Contract upon or in connection with the execution of commercially available Software)this Agreement or consummation of any of the Transactions; (xi) any Contract under which for consulting, and any Seller Contract for or Purchased Entity received payments in excess relating to the employment by it of $250,000 in the last fiscal year any director, employee or anticipates receiving payments in excess officer or other type of $250,000 in the current fiscal year Contract with any of its directors, employees or of more than $500,000 over the life officers that is not terminable by it without cost or other liability, including any Contract requiring it to make a payment to any director, employee or officer as a result of the Merger, any Transaction or any Contract (other than sales orders or invoices that is entered into in the ordinary course of business consistent connection with past practice)this Agreement; (xii) any Contract involving that grants exclusive rights, rights of refusal, rights of first negotiation or similar rights to any Key Customers Person or Key Suppliersthat limits or purports to limit in any material respect the ability of the Company or any of its Affiliates to own, other than purchase orders and sales orders in the ordinary course operate, sell, transfer, pledge or otherwise dispose of any material asset or business; (xiii) leaseany Contract relating to the sale, subleaseissuance, grant, exercise, award, purchase, repurchase or license redemption of any Leased Real Property, material personal property shares of its capital stock or other material tangible assetssecurities or any options, warrants or other rights to purchase or otherwise acquire any such shares of capital stock, other securities or options, warrants or other rights therefor, except for those Contracts in substantially the form of the standard agreements evidencing Options or Company Restricted Shares under the applicable Company Stock Plan provided or made available to Parent; or (xiv) any other Contract involving in which its officers, directors, employees or stockholders or any members of their immediate families is directly or indirectly interested (whether as a party or otherwise); (xv) any Contract which reasonably could be expected to prohibit, impede or materially delay the acquisition consummation of the business Merger or stock any of the other Transactions; (orxvi) any License Agreement; (xvii) any Lease, to the extent constituting a going-concern business, assets or other propertiesand (xviii) of any other Person since December 31Contract (other than this Agreement, 2007purchase orders for the purchase of inventory in the ordinary course consistent with past practice, or agreements between the Company and any of its Subsidiaries or between any of the Subsidiaries) under which the Company and its Subsidiaries are obligated to make payments (whether fixed, contingent or otherwise) in excess of $50,000 during the life of the Contract. Each such contract Contract described in clauses (i)-(xivi)-(xviii) is referred to herein as a “Material Contract.”

Material Contracts. (a) Except as set forth in Section 4.13(a) As of the Disclosure Schedule or specifically approved by Purchaser under Section 6.1date hereof, there are no Seller (in connection with material Contracts to which the Business) and no Purchased Entity is a party to or bound by any: (i) Contract that would be required to be filed by Honeywell as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the Securities and Exchange Commission (including Contracts relating to compensation of executive officers); (ii) Contract containing covenants not to compete in any line of business, industry or geographical area restricting the Business; (iii) Contract which creates a partnership or joint venture or similar arrangement between any Seller or Purchased Entity and another Person or any options, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or any other agreements or arrangements with respect to any equity securities of the Purchased Entities; (iv) indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness or any Encumbrance (other than a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000; (v) Contract for the sale of any material Purchased Assets or material assets of the Purchased Entities, including any real property, after the date hereof (other than inventory in the ordinary course of business consistent with past practice); (vi) collective bargaining agreement, employee association agreement or other agreement with any labor union, employee representative group, works council or similar collection of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 in any fiscal year; (viii) Contract between any Seller or Purchased Entity, on the one hand, and any of Honeywell or its Affiliates or Subsidiaries Company or any of its or their officers or directors or entities in which they have Subsidiaries is a controlling interest party (other than Contracts solely between Reinsurance Contracts, Real Property Leases and Benefit Plans) (i) that are required to be described in, or filed as an exhibit to, any Company SEC Reports that are not so described or filed as required by the Purchased Entities Securities Act or between the Exchange Act, (ii) that contain any Purchased Entity provisions restricting the ability of the Company or any of its Subsidiaries, or which, following the consummation of the Merger, would restrict the ability of Parent or any of its controlled Affiliates, including the Surviving Company and its Subsidiaries), on to compete or transact in any business or with any Person or in any geographic area or grants a right of exclusivity to any Person, (iii) pursuant to which any indebtedness of the Company or any of its Subsidiaries is outstanding or may be incurred or pursuant to which the Company or any of its Subsidiaries guarantees any indebtedness of any other hand Person (other than ordinary course the Company or any of its Subsidiaries) (except for trade payables and trade receivables negotiated on an arms’ length basis); (ix) Contract under which any Seller or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices entered into in the ordinary course of business consistent with past practice); (x) Contract containing any material license of, or any option to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders arising in the ordinary course of business; ), (xiiiiv) leasewith respect to a partnership, sublease, or license of any Leased Real Property, material personal property joint venture or other material tangible assets; or (xiv) Contract involving the acquisition of the business or stock (or, to the extent constituting a going-concern business, assets or other properties) of similar arrangement with any other Person (other than the Company or any of its Subsidiaries), relate to the formation, creation, operation, management or control of any such partnership or joint venture; (v) that involves or could reasonably be expected to involve aggregate payments by or to the Company and/or its Subsidiaries in excess of $2,000,000 in any twelve-month period, other than Contracts that can be terminated by the Company or any of its Subsidiaries on less than 90 days’ notice without payment by the Company or any Subsidiary of the Company of any material penalty; (vi) that have been entered into since December 31January 1, 2007. Each 2012 or otherwise provide for material ongoing obligations of the Company or any of its Subsidiaries and involve the acquisition from another Person or disposition to another Person of capital stock or other equity interests of another Person or of a business (excluding, for the avoidance of doubt, acquisitions or dispositions of Investment Assets, supplies, products, office equipment, furnishings, fixtures, properties or other tangible assets in the ordinary course of business, or of supplies, products, office equipment, furnishings, fixtures, properties or other tangible assets that are obsolete, warn out, surplus or no longer used or useful in the conduct of business of the Company or any of its Subsidiaries), (vii) pursuant to which (A) the Company or any of its Subsidiaries is granted or obtains any right to use any material Intellectual Property owned by any third party (other than standard form contracts granting rights to use commercially available software) or (B) any third party is granted or obtains the right to use or register any material Intellectual Property owned by the Company or any of its Subsidiaries, including, in each case, any license agreements, coexistence agreements, or covenants not to xxx, (viii) that prohibits or restricts the payment of dividends or distributions in respect of the shares or capital stock of the Company or any of its Subsidiaries, prohibits the pledging of the shares or capital stock of the Company or any Subsidiary of the Company or prohibits or restricts the issuance of any guarantee by the Company or any Subsidiary of the Company, or (ix) that is a Contract with an investment manager or Investment advisor providing services to the Company or any of its Subsidiaries or otherwise relating to the management of the Investment Assets (each such contract Contract described in clauses (i)-(xiv) is referred to herein as i)-(ix), other than any Reinsurance Contract, Real Property Lease or Benefit Plan, a “Material Contract”).”

Material Contracts. (a) Except as disclosed in the Specified Company SEC Documents, to the extent that it is reasonably apparent that the disclosure in the Specified Company SEC Documents is responsive to the matters set forth in this Section 4.13(a) 3.12(a), as of the Disclosure Schedule or specifically approved by Purchaser under Section 6.1date of this Agreement, no Seller (in connection with neither the Business) and no Purchased Entity Company nor any of its Subsidiaries is a party to or bound by any: any contract, arrangement, commitment or understanding (whether written or oral), other than hedging or similar arrangements in the ordinary course of business consistent with past practice, (i) Contract that would be required to be filed by Honeywell as which is a material contract pursuant to (as defined in Item 601(b)(10) of Regulation S-K of the Securities and Exchange Commission (including Contracts relating SEC) to compensation be performed after the date of executive officers); this Agreement, (ii) Contract containing covenants not which materially restrains, limits or impedes the Company’s or any of its Subsidiaries’ ability to compete with or conduct any business or any line of business (including (A) geographic limitations on the Company’s or any of its Subsidiaries’ activities or (B) any confidentiality agreement, area of mutual interest or standstill agreement with any third party (or any agent thereof) that contains any exclusivity or standstill provisions that are or will be binding on the Company, any of its Subsidiaries or, after the Effective Time, Parent or any of its Subsidiaries); provided that the Company need not disclose in the Company Disclosure Letter information related to those agreements which would otherwise be covered by this clause (ii) to the extent such agreements prohibit the Company from disclosing the existence or any terms of such agreements to third parties, except that if any such agreements contain any material restrictions, limits or impediments on the Company’s or its Subsidiaries’ ability to compete with or conduct any business or any line of business, industry or geographical area restricting such restrictions, limits and impediments shall be disclosed without providing the Business; identity of the parties to the agreements on the Company’s Disclosure Letter, (iii) Contract which creates is a material take-or-pay agreement or other similar agreement that entitles purchasers of production to receive delivery of Hydrocarbons without paying therefor, (iv) which contains a put, call or other right of acquisition or disposition pursuant to which the Company or any of its Subsidiaries could be required to purchase or sell, as applicable, any equity interests (including licensing or leasehold interests) of any Person or assets that have a market value or purchase price of more than $5,000,000, or, with respect to calls on production, that obligate the Company or any of its Subsidiaries to sell Hydrocarbons at a price which is less than market value, (v) which is a partnership or joint venture relating to the formation, creation, operation, management or similar arrangement between any Seller or Purchased Entity and another Person or any options, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or any other agreements or arrangements with respect to any equity securities of the Purchased Entities; (iv) indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness or any Encumbrance (other than a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000; (v) Contract for the sale control of any partnership or joint venture material Purchased Assets to the Company and its Subsidiaries, taken as a whole, or material assets of the Purchased Entities, including any real property, after the date hereof (other than inventory in the ordinary course of business consistent with past practice); (vi) collective bargaining agreement, employee association agreement or other agreement with any labor union, employee representative group, works council or similar collection of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 in any fiscal year; (viii) Contract between any Seller or Purchased Entity, on which is otherwise material to the one hand, and any of Honeywell or its Affiliates or Subsidiaries or any of its or their officers or directors or entities in which they have a controlling interest (other than Contracts solely between the Purchased Entities or between any Purchased Entity Company and its SubsidiariesSubsidiaries taken as a whole. Each contract, arrangement, commitment or understanding of the type described in this Section 3.12(a) (i) through (vi), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ix) Contract under which any Seller whether or Purchased Entity has made payments in excess of $250,000 not disclosed in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices entered into in the ordinary course of business consistent with past practice); (x) Contract containing any material license ofSpecified Company SEC Documents, or any option to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition of the business or stock (or, to the extent constituting a going-concern business, assets or other properties) of any other Person since December 31, 2007. Each such contract described in clauses (i)-(xiv) is referred to herein as a “Company Material Contract” (for purposes of clarification, each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement, whether or not filed with the SEC or disclosed in the Specified Company SEC Documents, is a Company Material Contract). The Company has previously made available to Parent true, complete and correct copies of each Company Material Contract other than those which the Company is entitled to omit from the Company Disclosure Letter pursuant to the proviso to clause (ii) of the first sentence of this Section 3.12(a).”

Material Contracts. (a) Except as set Set forth in Section 4.13(aon Schedule 3.16(a) is a correct and complete list of each of the Disclosure Schedule or specifically approved by Purchaser under Section 6.1following contracts and agreements (and all amendments, no Seller (in connection with modifications and supplements thereto and all related letters to which the Business) and no Purchased Entity Company is a party affecting the obligations of any party thereunder) to or bound by any: (i) Contract that would be required to be filed by Honeywell as a material contract pursuant to Item 601(b)(10) of Regulation S-K of which the Securities and Exchange Commission (including Contracts relating to compensation of executive officers); (ii) Contract containing covenants not to compete in any line of business, industry or geographical area restricting the Business; (iii) Contract which creates a partnership or joint venture or similar arrangement between any Seller or Purchased Entity and another Person Company or any options, rights (preemptive Company Subsidiaries is a party or otherwise), warrants, calls, convertible securities or commitments or any other agreements or arrangements with respect to any equity securities of the Purchased Entities; (iv) indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness or any Encumbrance (other than a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000; (v) Contract for the sale of any material Purchased Assets or material assets of the Purchased Entities, including any real property, after the date hereof (other than inventory in the ordinary course of business consistent with past practice); (vi) collective bargaining agreement, employee association agreement or other agreement with any labor union, employee representative group, works council or similar collection of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 in any fiscal year; (viii) Contract between any Seller or Purchased Entity, on the one hand, and any of Honeywell or its Affiliates or Subsidiaries or by which any of its or their officers properties or directors assets are bound, true and correct copies of which have been delivered or entities otherwise made available to Playboy: (i) each employment, consulting, non-competition, severance, golden parachute or indemnification contract (including, without limitation, any contract to which the Company is a party involving employees of the Company) which contemplates payments equal to or in excess of $50,000; (ii) each licensing (including each license, sublicense or other agreement under which the Company or any of the Company Subsidiaries is either licensor or licensee of any Marks or Patents), production, output, merchandising, distribution, affiliation or service agreement, except for licensing agreements (x) no one of which contemplates payments of more than $2,000 and (y) for which payments do not, in the aggregate, exceed $100,000; (iii) contracts granting a right of first refusal or first negotiation; (iv) each partnership or joint venture agreement; (v) each agreement for the acquisition, sale or lease of properties or assets of the Company (by merger, purchase or sale of assets or stock or otherwise) in which they the aggregate amount to be paid or received by the Company and the Company Subsidiaries is equal to or in excess of $50,000; (vi) each material contract or agreement with any Governmental Entity; (vii) each agreement relating to indebtedness of the Company or any Company Subsidiary or guarantees of indebtedness by the Company or any Company Subsidiary in excess of $50,000; (viii) each noncompetition, exclusivity or other agreement restricting the ability of the Company or any Company Subsidiary to operate its business as now, or contemplated to be, conducted, except for any such agreement which could not reasonably be expected to have a controlling interest (other than Contracts solely between the Purchased Entities or between any Purchased Entity and its Subsidiaries), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis)Company Material Adverse Effect; (ix) Contract under which each material agreement between the Company and any Seller or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess its officers, its directors, holders of $250,000 in the current fiscal year or of more than $500,000 over the life 5% of the Contract (outstanding Company Common Stock or other than purchase orders Affiliates of the Company or invoices entered into in the ordinary course of business consistent with past practice)any Company Subsidiary; and (x) Contract containing all commitments and agreements to enter into any material license of, or any option to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliersforegoing, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition of the business or stock (or, with respect to affiliation agreements, all material commitments and agreements to enter into any affiliation agreements (collectively, the extent constituting a going-concern business, assets or other properties) of any other Person since December 31, 2007. Each such contract described in clauses (i)-(xiv) is referred to herein as a “"Company Material ContractContracts").”

Material Contracts. (a) Except As of the date of this Agreement, except for this Agreement, the Company Benefit Plans, Contracts filed with the SEC prior to the date hereof or as set forth in on Section 4.13(a3.22(a) of the Company Disclosure Schedule or specifically approved by Purchaser under Section 6.1Schedule, no Seller (in connection with neither the Business) and no Purchased Entity Company nor any of its Subsidiaries is a party to or bound by any: by, as of the date hereof, any Contract (whether written or oral) which is (i) Contract that would be required to be filed by Honeywell a “material contract” (as a material contract pursuant to such term is defined in Item 601(b)(10) of Regulation S-K of the Securities and Exchange Commission (including Contracts relating to compensation of executive officersSEC); , (ii) Contract containing covenants not a loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, contract, lease, license or other binding commitment (other than those between the Company and its Subsidiaries) relating to indebtedness or other obligation to make payment in an amount in excess of $5 million individually, (iii) a contract, which to the Knowledge of the Company purports to materially limit the right of the Company or any of its Affiliates to engage or compete in any line of businessbusiness in which the Company or its Subsidiaries is engaged or to compete with any person or operate in any location, industry or geographical area restricting the Business; (iiiiv) Contract which a contract that creates a partnership or joint venture or similar arrangement between any Seller or Purchased Entity and another Person or any options, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or any other agreements or arrangements with respect to any equity securities significant portion of the Purchased Entities; (iv) indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness or any Encumbrance (other than a Permitted Encumbrance) on any assets business of the Purchased Entities in an amount exceeding $100,000; Company or its Subsidiaries taken as a whole, (v) Contract for the sale of any material Purchased Assets settlement or material assets of the Purchased Entities, including any real property, after the date hereof (other than inventory in the ordinary course of business consistent with past practice); (vi) collective bargaining agreement, employee association agreement or other similar agreement with any labor union, employee representative group, works council governmental entity or similar collection order or consent of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 in any fiscal year; (viii) Contract between any Seller or Purchased Entity, on a governmental entity to which the one hand, and any of Honeywell or its Affiliates or Subsidiaries Company or any of its Subsidiaries is subject involving future performance by the Company or their officers or directors or entities any of its Subsidiaries which is material to the Company and any of its Subsidiaries taken as a whole (all contracts of the type described in which they have a controlling interest (other than Contracts solely between the Purchased Entities or between any Purchased Entity and its Subsidiariesthis Section 3.22(a), on together with Contracts with the other hand (other than ordinary course trade payables top 24 transportation suppliers and trade receivables negotiated on an arms’ length basis); (ix) Contract under which any Seller or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life top 22 customers of the Contract Company (other than purchase orders as measured by annual spend or invoices entered into revenues, respectively, which supplier and customer Contracts are set forth in the ordinary course of business consistent with past practice); (x) Contract containing any material license of, or any option to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life Section 3.22 of the Contract Company Disclosure Schedule (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice“Material Customer/Supplier Contracts”); (xii) Contract involving any Key Customers or Key Suppliers), other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition of the business or stock (or, to the extent constituting a going-concern business, assets or other properties) of any other Person since December 31, 2007. Each such contract described in clauses (i)-(xiv) is being referred to herein as a “Company Material ContractContracts”).”

Material Contracts. (a) Except as set forth in Section 4.13(a) 3.8 of the Disclosure Schedule or specifically approved by Purchaser under Section 6.1sets forth a true and complete list (including a summary of material terms for any oral Contract), no Seller (in connection with the Business) and no Purchased Entity is a party to or bound by any: (i) Contract that would be required to be filed by Honeywell as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the Securities and Exchange Commission (including Contracts relating to compensation date of executive officers); (ii) this Agreement, of each Contract containing covenants not to compete in any line of business, industry or geographical area restricting the Business; (iii) Contract which creates a partnership or joint venture or similar arrangement between any Seller or Purchased Entity and another Person or any options, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or any other agreements or arrangements with respect to any equity securities of the Purchased Entities; (iv) indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness or any Encumbrance (other than a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000; (v) Contract for the sale of any material Purchased Assets or material assets of the Purchased Entities, including any real property, after the date hereof (other than inventory purchase orders and standard sales contracts in the ordinary course of business consistent with past practice); ) of the Company and its Subsidiaries currently in effect which by its terms (i) is not terminable at will within 12 months and requires future expenditures or receipts or other performance with respect to goods or services having an annual value in excess of $1,000,000, (ii) relates to any Funded Indebtedness, (iii) limits or purports to limit the ability of the Company or any of its Subsidiaries to compete in any line of business or in any geographic area, (iv) requires any capital commitment or capital expenditure, individually or in the aggregate, by the Company or its Subsidiaries of greater than $1,000,000, (v) relates to the acquisition or disposition of any business or assets or under which the Company or any of its Subsidiaries has any future liability greater than $1,000,000 with respect to an “earn-out”, contingent purchase price, deferred purchase price or similar contingent payment obligation, or any indemnification obligation, (vi) collective bargaining agreementreflects any partnership, employee association joint venture, limited liability company or similar agreement or other agreement with any labor unionarrangement, employee representative group, works council or similar collection of employees; (vii) consulting agreementprovides for change in control payments, management agreement(viii) relates to material Intellectual Property (other than licenses with annual license fees of less than $1,000,000), advisory agreementor (ix) is material to the business, employment agreementassets, severance agreementcondition (financial or otherwise), retention agreement financial position, or change-of-control agreementresults of operations of the Company and its Subsidiaries, taken as a whole (the types of Contracts described in clauses (i) through (ix), “Material Contracts”). True and complete copies of all Material Contracts have previously been made available to Buyer, together with all material amendments, waivers or other changes thereto prior to the date hereof. Each Material Contract is in full force and effect, except where the failure to be in full force and effect would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and is valid, binding and enforceable against the Company or its applicable Subsidiary and, to the knowledge of the Company, each other party thereto and is enforceable against the Company or its applicable Subsidiary and, to the knowledge of the Company, each other party thereto in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights generally and by the application of general principles of equity. Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any other party to such Material Contracts is in breach of or default under any obligation thereunder or has given notice of default to any other party thereunder, in each case providing for payments which breach or default would, individually or in excess of $100,000 in any fiscal year; (viii) Contract between any Seller or Purchased Entitythe aggregate, on the one hand, and any of Honeywell or its Affiliates or Subsidiaries or any of its or their officers or directors or entities in which they reasonably be expected to have a controlling interest (other than Contracts solely between the Purchased Entities or between any Purchased Entity and its Subsidiaries), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ix) Contract under which any Seller or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices entered into in the ordinary course of business consistent with past practice); (x) Contract containing any material license of, or any option to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition of the business or stock (orCompany Material Adverse Effect and, to the extent constituting knowledge of the Company, no condition exists that with notice or lapse of time or both would constitute a going-concern business, assets or other properties) of any other Person since December 31, 2007. Each such contract described in clauses (i)-(xiv) is referred to herein as a “Material Contractmaterial default thereunder.”

Material Contracts. (a) Except as set forth in Section 4.13(a3.10(a) of the Company Disclosure Schedule Letter or specifically approved by Purchaser under Section 6.1listed in any “Exhibit Index” of any Company SEC Document, no Seller (in connection with as of the Business) and no Purchased Entity date of this Agreement, neither of the Company nor any of its Subsidiaries is a party to or expressly bound by (and none of their respective assets are bound by) any: (i) Contract (other than this Agreement) that would be required to be filed by Honeywell the Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K of promulgated by the Securities and Exchange Commission (including Contracts relating to compensation of executive officers)SEC; (ii) Contract containing covenants not to compete in any line of business, industry or geographical area restricting the Business; (iii) Contract which creates a partnership or joint venture or similar arrangement between any Seller or Purchased Entity and another Person or any options, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or any other agreements or arrangements with respect to any equity securities of the Purchased Entities; (iv) indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness indebtedness for borrowed money (or agreement providing for Indebtedness guarantee thereof) of any Person other than the Company or any Encumbrance of its Subsidiaries in excess of $30,000,000; (iii) Contract (other than a Permitted Encumbrancethis Agreement) on any assets of the Purchased Entities in an amount exceeding $100,000; (v) Contract for the sale of any material Purchased Assets or material of its assets of the Purchased Entities, including any real property, after the date hereof of this Agreement (other than sales of assets and inventory in the ordinary course of business); (iv) Contract (other than a Company Stock Plan or award agreement thereunder) that contains a put, call, right of first refusal, right of first negotiation, right of first offer or redemption, repurchase or similar right pursuant to which the Company or any of its Subsidiaries would be required to, or have the option or right to, purchase or sell, as applicable, any equity interests, businesses, lines of business, divisions, joint ventures, partnerships or other assets of any Person with a book value of or for a purchase price in excess of $10,000,000 or which is otherwise material to the Company; (v) settlement agreement or similar Contract with a Governmental Entity or Order or other administrative confirmatory action letter to which the Company or any of its Subsidiaries is a party involving future performance by the Company or any of its Subsidiaries in any such case; (vi) Contract providing for indemnification (including any obligations to advance funds for expenses) of the current or former directors or officers of the Company or any of its Subsidiaries (other than commercial agreements entered into in the ordinary course of business); (vii) any collective bargaining agreement, or any other Contract with any labor union, labor organization or works council; (viii) any Contract for capital expenditures or the acquisition or construction of fixed assets which requires aggregate future payments in excess of $40,000,000; (ix) any Contract (other than customer Contracts entered into in the ordinary course of business and parent guarantees thereunder) containing covenants of the Company or any of its Subsidiaries to indemnify or hold harmless another Person, unless such indemnification or hold harmless obligation to such Person contained in such Contract would not reasonably be expected to exceed a maximum of $40,000,000; (x) any Contract that limits or purports to limit, in any material respect, the ability of the Company or any Subsidiary or Affiliate of the Company (including, following the Merger, Acquiror or any of its Affiliates) to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of time; (xi) any license, assignment, joint ownership Contract, royalty Contract or other Contract with respect to Intellectual Property Rights (other than non-exclusive license agreements with respect to specific projects entered into in the ordinary course of business and generally commercially available, “off-the-shelf” software programs) which Contract, or which Intellectual Property, is material to the Company and its Subsidiaries, taken as a whole; (xii) (A) any Contract pursuant to which the Company or any of its Subsidiaries has entered into a partnership or joint venture with any other Person, or (B) any collaboration, participation, off-set or similar Contract which, in the case of this clause (B), is material to the Company and its Subsidiaries, taken as a whole; (xiii) any Contract that (A) grants to any third Person any material exclusive license or supply or distribution agreement or other similar material exclusive rights, (B) grants to any third Person any guaranteed availability of supply or services for a period greater than 12 months following the date of this Agreement, and, in each case, requires aggregate future payments to the Company or any of its Subsidiaries in excess of $40,000,000 per annum, (C) grants to any third Person any “most favored nation” rights and requires aggregate future payments to the Company or any of its Subsidiaries in excess of $40,000,000 per annum or (D) grants to any third Person price guarantees for a period greater than 12 months following the date of this Agreement and requires aggregate future payments to the Company or any of its Subsidiaries in excess of $40,000,000 per annum; (xiv) any Contract, other than a Company Plan, which requires future payments by or to the Company or any of its Subsidiaries in excess of $25,000,000 per annum containing “change of control” or similar provisions; (xv) any material sole source supply Contracts; (xvi) any interest rate, currency or commodity swap, exchange, commodity option or hedging Contract with a remaining term in excess of ninety (90) days or pursuant to which a termination payment in excess of $1,000,000 would be payable by or to the Company or any of its Subsidiaries were such hedge to be liquidated on the date of this Agreement; or (xvii) any other Contract (other than this Agreement, purchase orders for the purchase of inventory in the ordinary course of business consistent with past practice); (vi) collective bargaining agreement, employee association agreement or other agreement with any labor union, employee representative group, works council or similar collection of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 in any fiscal year; (viii) Contract between any Seller or Purchased Entity, on the one hand, and any of Honeywell or its Affiliates or Subsidiaries or any of its or their officers or directors or entities in which they have a controlling interest (other than Contracts solely between the Purchased Entities or between any Purchased Entity and its Subsidiaries), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ix) Contract under which any Seller or Purchased Entity has made payments in excess of $250,000 purchase orders entered into in the last fiscal year or anticipates making payments in excess performance of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices entered into customer Contracts in the ordinary course of business consistent with past practice); (x, Company Plans or Contracts between the Company and any of its wholly owned Subsidiaries or between any of the Company’s wholly owned Subsidiaries) Contract containing any material license of, or any option to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller the Company and its Subsidiaries are obligated to make or Purchased Entity received receive payments in the future in excess of $250,000 in the last fiscal year 25,000,000 per annum or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over 100,000,000 during the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition of the business or stock (or, to the extent constituting a going-concern business, assets or other properties) of any other Person since December 31, 2007Contract. Each such contract Contract described in clauses (i)-(xivi)-(xvii), whether or not set forth in Section 3.10(a) of the Company Disclosure Letter or listed in any “Exhibit Index” of any Company SEC Document, is referred to herein as a “Material Contract.”” The Company has made available to Acquiror a true, correct and complete copy of all Material Contracts, together with all amendments, modifications, waivers and other changes thereto, other than those which are immaterial.

Material Contracts. (a) Except as set forth in Section 4.13(a) On or prior to the date hereof, the Company has delivered to the Purchaser a true, complete and correct list of all of the Disclosure Schedule or specifically approved by Purchaser under Section 6.1, no Seller (in connection with following Contracts to which the Business) and no Purchased Entity Company is a party to or by which any of its property or assets are bound by any: (collectively, the “Material Contracts”): (i) Contract that would be required to be filed by Honeywell as a material contract pursuant to Item 601(b)(10) of Regulation S-K Contracts with the Sellers, any Affiliate or any current or former officer or director of the Securities and Exchange Commission (including Contracts relating to compensation of executive officers)Sellers or the Company which the Sellers or the Company, as the case may be, have any continuing liabilities or obligations; (ii) Contract Contracts pursuant to which any party is required to purchase or sell a stated portion of its requirements or output from or to another party; (iii) Contracts for the sale of any assets of the Company other than in the Ordinary Course of Business; (iv) Contracts containing covenants of the Company not to compete in any line of business, industry business or geographical area restricting the Business; (iii) Contract which creates a partnership or joint venture or similar arrangement between any Seller or Purchased Entity and another Person or any options, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or with any other agreements or arrangements with respect to Person in any equity securities of the Purchased Entities; (iv) indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness or any Encumbrance (other than a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000geographical area; (v) Contract for Contracts relating to the sale borrowing of any material Purchased Assets or material assets of the Purchased Entitiesmoney, including any real property, after the date hereof (other than inventory in the ordinary course of business consistent with past practice)indebtedness under capital leases; (vi) collective bargaining agreementany other Contracts that: (A) involve, employee association agreement individually, the expenditure by the Company of more than $50,000 annually, (B) are not cancelable upon 30 or other agreement with fewer days’ notice without any labor union, employee representative group, works council Liability or similar collection of employees(C) require performance by any party more than one year from the date hereof; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing Contracts that provide for payments in excess the receipt of payment by the Company of $100,000 in any fiscal year50,000 or more annually; (viii) Contract between Contracts requiring the Company to pay, perform, discharge or otherwise guarantee any Seller debt or Purchased Entity, on the one hand, and obligation of any of Honeywell or its Affiliates or Subsidiaries or any of its or their officers or directors or entities in which they have a controlling interest (other than Contracts solely between the Purchased Entities or between any Purchased Entity and its Subsidiaries), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis)Person; (ix) Contract under which Contracts relating to ownership of equity interests in any Seller or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices entered into in the ordinary course of business consistent with past practice)Person; (x) Contract Contracts containing any material license of, provisions that are contingent upon the occurrence of or prohibit any option to assign or purchase, any material Intellectual Property (excluding, however, licenses change in ownership of commercially available Software)the Company; and (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract Contracts (other than sales orders or invoices those disclosed in clauses (i) through (x) above) that: (A) are material to the Business and either (B) were entered into other than in the ordinary course Ordinary Course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assetsBusiness; or (xivC) Contract involving are to be performed other than in the acquisition Ordinary Course of Business. All of the business Material Contracts to which the Company is a party: (i) are the legal, valid and binding obligation of the Company enforceable against the Company in accordance with their respective terms, subject to applicable Law, bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to rules of law governing specific performance, to injunctive relief, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or stock in equity) and (orii) are in full force and effect. The Company is not in default in any respect under any Material Contract and, to the extent constituting a going-concern businessknowledge of the Company and the Management Sellers, assets or no other properties) party is in default under the terms of any other Person since December 31, 2007. Each such contract described in clauses (i)-(xiv) is referred to herein as a “Material Contract. Prior to the date hereof, true, correct and complete copies of all Material Contracts have been provided to the Purchaser.”

Material Contracts. (a) Except as set Set forth in Section 4.13(a3.18(a) of the Company Disclosure Schedule Letter or specifically approved by Purchaser under Section 6.1listed as an exhibit to Company’s Annual Report on Form 10-K for the year ended December 31, no Seller (in connection with 2006 or to any other Company SEC Document filed and publicly available between December 31, 2006 and the Business) and no Purchased Entity date of this Agreement is a party list of each contract, lease, indenture, agreement, arrangement or understanding to which Company or bound by any: any of the Company Subsidiaries is subject that is currently in effect and (i) Contract is of a type that would be required to be included as an exhibit to a Form S-1 Registration Statement pursuant to the rules and regulations of the SEC if such a registration statement were filed by Honeywell as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the Securities and Exchange Commission (including Contracts relating to compensation of executive officers); Company, (ii) Contract containing covenants not which expressly limits the ability of the Company or any of the Company Subsidiaries or would limit the ability of Parent or any of the Parent Subsidiaries (as defined in Section 4.1(a)) after the Effective Time, to compete in or conduct any line of businessbusiness or compete with any Person or in any geographic area or during any period of time, industry in each case, if such limitation is or geographical area restricting is reasonably likely to be material to the Business; Company and the Company Subsidiaries, taken as a whole, or, following the Effective Time, to Parent and any Parent Subsidiaries, taken as a whole, (iii) Contract which creates a partnership or joint venture or similar arrangement between requires them to deal exclusively in any Seller or Purchased Entity and another material respect with any Person or any optionsgroup of related Persons, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or any other agreements or arrangements with respect to any equity securities of the Purchased Entities; (iv) which is a shareholder rights agreement or which otherwise provides for the issuance of any securities in respect of this Agreement or the Merger. Each contract, lease, indenture, letters of credit, credit agreement, loan agreementarrangement, security agreement, guarantee, note, mortgage commitment or other evidence of Indebtedness or agreement providing for Indebtedness or any Encumbrance (other than a Permitted Encumbrance) on any assets understanding of the Purchased Entities type described in an amount exceeding $100,000; (v) Contract for the sale of any material Purchased Assets or material assets of the Purchased Entities, including any real property, after the date hereof (other than inventory in the ordinary course of business consistent with past practice); (vi) collective bargaining agreement, employee association agreement or other agreement with any labor union, employee representative group, works council or similar collection of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 in any fiscal year; (viii) Contract between any Seller or Purchased Entity, on the one hand, and any of Honeywell or its Affiliates or Subsidiaries or any of its or their officers or directors or entities in which they have a controlling interest (other than Contracts solely between the Purchased Entities or between any Purchased Entity and its Subsidiariesthis Section 3.18(a), on the other hand (other than ordinary course trade payables and trade receivables negotiated on whether or not included as an arms’ length basis); (ix) Contract under which any Seller or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices entered into in the ordinary course of business consistent with past practice); (x) Contract containing any material license of, or any option to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition of the business or stock (or, exhibit to the extent constituting a going-concern businessCompany SEC Documents, assets or other properties) of any other Person since December 31, 2007. Each such contract described in clauses (i)-(xiv) is referred to herein as a “Company Material Contract,” and for purposes of Section 5.3(xix) and the bringdown of Section 3.18(b) pursuant to Section 6.3(a), “Company Material Contract” shall include as of the date entered into any such contract, lease, indenture, agreement, arrangement, commitment or understanding that is entered into after the date of this Agreement. The Company has previously made available to Parent true, complete and correct copies of each Company Material Contract that is not included as an exhibit to the Company SEC Documents.”

Material Contracts. (a) Except as set forth in As of the date hereof, Section 4.13(a3.20(a) of the Disclosure Schedule COMPANY DISCLOSURE SCHEDULE lists all loans, guarantees of indebtedness, credit agreements, notes, bonds, mortgages, indentures, leases, agreements, contracts, instruments, permits, concessions, franchises, rights or specifically approved by Purchaser under Section 6.1, no Seller licenses binding upon the Company or any of its Subsidiaries (in connection with the Business"MATERIAL CONTRACTS") and no Purchased Entity is a party to or bound by anythat are: (i) Contract that would be required to be filed by Honeywell as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the Securities and Exchange Commission (including Contracts relating to compensation of executive officers); collective bargaining agreements or other agreements with any labor union, (ii) Contract joint venture agreements or partnership agreements, (iii) agreements containing covenants not that in any way purport to compete restrict the business activity of the Company or its Subsidiaries or limit the freedom of the Company or its Subsidiaries to engage in any line of business, industry to disclose confidential information or geographical area restricting the Business; (iii) Contract which creates a partnership or joint venture or similar arrangement between any Seller or Purchased Entity and another Person or any options, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or to compete with any other agreements or arrangements with respect to any equity securities of the Purchased Entities; Person, (iv) indenturepowers of attorney, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness or any Encumbrance (other than a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000; (v) Contract agreements involving indemnification for the sale obligations of any material Purchased Assets or material assets of the Purchased Entitieslosses or damages incurred by third parties, including any real property, after the date hereof (other than inventory in the ordinary course of business consistent with past practice); (vi) collective bargaining agreementemployment, employee association agreement secrecy, proprietary information, noncompetition, restrictive covenant or other agreement confidentiality agreements with any labor unionpresent or former employees, employee representative group, works council or similar collection of employees; (vii) consulting agreementrequirements or output contracts, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 in any fiscal year; (viii) Contract between any Seller contracts relating to indebtedness, liability for borrowed money or Purchased Entity, on the one hand, and any deferred purchase price of Honeywell or its Affiliates or Subsidiaries or any of its or their officers or directors or entities in which they have a controlling interest property (other than Contracts solely between the Purchased Entities or between any Purchased Entity and its Subsidiaries), on the other hand (other than ordinary course excluding trade payables and trade receivables negotiated on an arms’ length basis); (ix) Contract under which any Seller or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices entered into in the ordinary course of business consistent with past practice); (x) Contract containing any material license of, or any option to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business) or any guarantee or other contingent liability in respect of any indebtedness or obligation of any Person (other than the endorsement of negotiable instruments for collection in the ordinary course of business); (ix) contracts that contain restrictions with respect to payment of dividends or any other distribution in respect of the equity of the Company or any of its Subsidiaries; (x) letters of credit or similar arrangements relating to the Company or any of its Subsidiaries; (xi) management, consulting or advisory agreements, or severance plans or arrangements for any present or former employee of the Company or any of its Subsidiaries; (xii) agreements under which the Company or any of its Subsidiaries is lessees of or holds or operates any property, real or personal; (xiii) leaseagreements relating to the acquisition or divestiture of the capital stock or other equity securities, sublease, assets or license business of any Leased Real PropertyPerson involving the Company or any of its Subsidiaries; (xiv) sales distribution agreements, material personal property franchise agreements and advertising agreements relating to the Company or any of its Subsidiaries; (xv) agreements pursuant to which the Company or any of its Subsidiaries has agreed to settle any liability for Taxes; (xvi) agreements pursuant to which the Company has agreed to shift or allocate the liability of the Company, any of its Subsidiaries or any other material tangible assetsPerson for Taxes; (xvii) agreements pursuant to which the Company may be required to file a registration statement under the Securities Act with respect to any securities issued by the Company; or (xivxviii) Contract involving the acquisition amendments, modifications or supplements to any of the business or stock (or, to the extent constituting a going-concern business, assets or other properties) of any other Person since December 31, 2007. Each such contract described in clauses (i)-(xiv) is referred to herein as a “Material Contractforegoing.”

Material Contracts. (a) Except as set Schedule 3.9 sets forth a complete and accurate list, in Section 4.13(a) each case whether written or unwritten, of all of the Disclosure Schedule following contracts, agreements and arrangements with respect to the Company or specifically approved any Subsidiary: contracts with respect to which the Company or any Subsidiary has any liability or obligation involving more than $ , contingent or otherwise; contracts which may extend for a term of more than one year after the Closing; contracts under which the amount payable by Purchaser under Section 6.1the Company or any Subsidiary is dependent on the revenue, no Seller (in connection with the Business) and no Purchased Entity is a party to income or bound by any: (i) Contract that would be required to be filed by Honeywell as a material contract pursuant to Item 601(b)(10) of Regulation S-K other similar measure of the Securities and Exchange Commission (including Contracts relating to compensation of executive officers); (ii) Contract containing covenants not to compete in Company, any line of business, industry or geographical area restricting the Business; (iii) Contract which creates a partnership or joint venture or similar arrangement between any Seller or Purchased Entity and another Person or any options, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments Subsidiary or any other Person; licenses, leases, contracts, agreements or and other arrangements with respect to any equity securities [material] property of the Purchased EntitiesCompany or any Subsidiary, including without limitation, distribution, sales and supply contracts; (iv) indenturecontracts, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of instruments and arrangements relating to any Indebtedness or agreement providing for Indebtedness the guarantee thereof; contracts and other arrangements of the Company or any Encumbrance (other than a Permitted Encumbrance) on Subsidiary with any assets officer, director, manager, stockholder, member or Affiliate of the Purchased Entities in an amount exceeding $100,000; (v) Contract for the sale of Company or any material Purchased Assets or material assets of the Purchased Entities, including any real property, after the date hereof (other than inventory in the ordinary course of business consistent with past practice); (vi) collective bargaining agreement, employee association agreement or other agreement with any labor union, employee representative group, works council or similar collection of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 in any fiscal year; (viii) Contract between any Seller or Purchased Entity, on the one hand, and any of Honeywell or its Affiliates or Subsidiaries Subsidiary or any of its their respective relatives or their officers Affiliates; contracts or directors or entities in other arrangements which they have a controlling interest (other than Contracts solely between the Purchased Entities or between place any Purchased Entity and its Subsidiaries), limitation on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ix) Contract under which any Seller method of conducting or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life scope of the Contract (Business including, without limitation, any agreement that contains any exclusivity, non-competition, non-solicitation or no-hire provisions; employment, severance, consulting, deferred compensation, collective bargaining, benefits and similar plans, agreements, contracts or other than purchase orders arrangements involving the Company or invoices entered into in the ordinary course any Subsidiary; contracts relating to or involving any franchise, partnership, joint venture or other similar arrangement; contracts with respect to mergers or acquisitions, sales of business consistent with past practice); (x) Contract containing any securities or material license ofassets, or investments by the Company or any option to assign Subsidiary; contacts with governmental agencies, departments or purchaseauthorities; strategic alliance, any material Intellectual Property (excludingco-marketing, howeverco-promotion, licenses co-packaging, joint development or similar agreements; powers of commercially available Software)attorney; (xi) Contract under which any Seller agreements, contracts, instruments, commitments, plans or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life other arrangements of the Contract (other than sales orders Company or invoices entered into in the ordinary course any Subsidiary outside of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; and other agreements, contracts, instruments, commitments, plans or other arrangements of the Company or any Subsidiary which are material to the Business or which a reasonable purchaser would consider important in deciding whether or not to acquire the Company. All the foregoing (xiiiwhether written or unwritten), including all amendments or modifications thereto, all Real Estate Leases (as hereinafter defined) leaseand all IP Licenses (as hereinafter defined) are sometimes collectively referred to as “Material Contracts”. The Company has furnished to the Purchaser true and correct copies of all Material Contracts (or descriptions thereof, subleasein the case of oral contracts). Each Material Contract (or description) sets forth the entire agreement and understanding between the Company and/or each Subsidiary and the other parties thereto. Each Material Contract is valid, binding and in full force and effect. There is no event or license condition which has occurred or exists which constitutes or which, with or without notice, the happening of any Leased Real Propertyevent and/or the passage of time, material personal property could constitute a default or other material tangible assets; or (xiv) breach under any such Material Contract involving by the acquisition of the business or stock (Company and/or any Subsidiary or, to the extent constituting a going-concern businessknowledge of the Company (for purposes of this Agreement, assets the knowledge of the Company or any similar phrase shall be deemed to include the knowledge of the Subsidiaries), any other party thereto, or could cause the acceleration of any obligation or loss of any rights of any party thereto or give rise to any right of termination or cancellation thereof. The Company has no reason to believe that the parties to any Material Contract will not fulfill their obligations thereunder in all material respects. Real Property. Schedule 3.10(a) sets forth each interest in real property (including all land, buildings, easements, rights of way and other real property rights) owned by the Company or any Subsidiary (the “Owned Property”). The Company and each Subsidiary, as applicable, has good and marketable title to the Owned Property, free and clear of all Liens, except for Permitted Liens, and enjoys peaceful and quiet possession of the Owned Property. The Owned Property is legally subdivided and consists of separate tax lots so that each is assessed separate and apart from any other real property. There are no suits, actions or proceedings pending or, to the Company’s knowledge, threatened against or affecting any of the Owned Property before any court or administrative agency or office. Each parcel of the Owned Property is an independent unit which does not now rely on any facilities (other than the facilities of public utility and water companies) located on any other property (i) to fulfill any Legal Requirement or (ii) for structural support or the furnishing to the buildings or other properties) improvements on the Owned Property of any building systems. There are no material Taxes, levies, fees or similar costs or charges which must be paid with respect to existing water or sewer hook-ups or other Person since December 31similar services relating to the Owned Property. As used herein, 2007“Permitted Liens” means (i) prior to the Closing, the Liens designated as such on Schedule 3.10(a), (ii) statutory Liens for current taxes or assessments not yet due and payable and (iii) such other Liens, imperfections in title and easements of record, if any, which do not detract, individually or in the aggregate, from the value of or interfere with the present or proposed use by the Company or any Subsidiary of the property subject thereto or affected thereby. Schedule 3.10(b) sets forth each interest in real property (including all land, buildings, easements, rights of way and other real property rights) leased by the Company or any Subsidiary, the lessor of such leased property, the annual rent payable by the Company or any Subsidiary in respect of such leased property, and each lease or any other arrangement under which such property is leased (the “Leased Property” and together with the Owned Property, the “Real Property”). The Company and each Subsidiary, as applicable, enjoys peaceful and quiet possession of its leased premises, and is not in default or breach under any such leasehold. Neither the Company nor any Subsidiary has been informed that any lessor under any of the leases set forth on Schedule 3.10(b) (the “Real Estate Leases”) has taken action in respect of any Real Estate Lease or threatened to terminate any Real Estate Lease before the expiration date specified in such lease. The Company and each Subsidiary is entitled to the benefit of non- disturbance agreements that will permit it to continue to occupy any Leased Property under its existing leases in the event of a change in ownership or foreclosure upon the fee interest in such Leased Property. The Real Property includes all real property necessary for the conduct of the Business and is adequate to conduct the operations of the Company and the Subsidiaries as currently conducted. Neither the Company nor any Subsidiary needs to own or lease any other real property to conduct the Business. The Real Property is in compliance in all material respects with all applicable Legal Requirements. None of the buildings, plant or structures on any Real Property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are, individually and in the aggregate, immaterial. All utility systems serving the Real Property are adequate for the Business as currently conducted. Each such contract described Real Property has adequate access for ingress from and egress to a public way. There is no pending or, to the knowledge of the Company, threatened condemnation, eminent domain or similar proceeding with respect to any Real Property. Personal Property and Assets. All material tangible assets of the Company and each Subsidiary are in clauses (i)-(xiv) is referred good operating condition and repair, normal wear and tear excepted, and are adequate to herein conduct the operations of the Company and its Subsidiaries as currently conducted. The Purchased Assets include all assets and properties necessary for or currently used in the conduct of the Business, and are adequate to conduct the Business as currently conducted. No assets used or useful in the Business are owned by any Seller or any Affiliate of the Company or any Seller. At the Closing, the Purchaser will acquire from the Company good title to or a “Material Contractvalid leasehold or license interest in the Purchased Assets, free and clear of all Liens, other than Permitted Liens. Intellectual Property.”

Material Contracts. (a) Except as set forth in Section 4.13(a) 1 of the Company Disclosure Schedule Letter, there is no contract to which the Company or specifically approved by Purchaser under Section 6.1, no Seller (in connection with the Business) and no Purchased Entity any of its Subsidiaries is a party to or by which any of them or their respective properties or assets are bound by any: that (i) Contract that if terminated, would reasonably be required expected to be filed by Honeywell as have a material contract pursuant to Item 601(b)(10) of Regulation S-K of adverse effect on the Securities and Exchange Commission (including Contracts relating to compensation of executive officers)Company; (ii) Contract containing covenants not is a contract or group of related contracts which involves payments to compete or by the Company or any of its Subsidiaries of more than US$10 million per annum (other than contracts with suppliers and customers entered into in any line the ordinary course of business, industry or geographical area restricting the Business); (iii) Contract which creates is a contract that contains any non-competition obligations or otherwise restricts in any material way the business of the Company or any of its Subsidiaries; (iv) is a partnership or joint venture or similar arrangement between any Seller or Purchased Entity and another Person agreement in which the Company or any options, rights (preemptive of its Subsidiaries participates as a general partner or otherwise), warrants, calls, convertible securities or commitments or any other agreements or arrangements with respect to any equity securities of the Purchased Entities; (iv) indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness or any Encumbrance (other than a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000joint venturer; (v) Contract for is a contract pursuant to which the sale of any material Purchased Assets or material assets of the Purchased Entities, including any real property, after the date hereof (other than inventory in the ordinary course of business consistent with past practice); (vi) collective bargaining agreement, employee association agreement or other agreement with any labor union, employee representative group, works council or similar collection of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 in any fiscal year; (viii) Contract between any Seller or Purchased Entity, on the one hand, and any of Honeywell or its Affiliates or Subsidiaries Company or any of its or their officers or directors or entities in which they have a controlling interest Subsidiaries provides an indemnification to any other person (other than Contracts solely between the Purchased Entities Company or between any Purchased Entity and its Subsidiariesa wholly-owned Subsidiary), on the other hand (other than ordinary course trade payables contracts with suppliers, distributors, sales representatives and trade receivables negotiated on an arms’ length basis); (ix) Contract under which any Seller or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices customers entered into in the ordinary course of business consistent with past practice); (x) Contract containing any material license of, or any option to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in an amount not in excess of $250,000 US$10 million (the contracts described in items (i) to (v) collectively, the "MATERIAL CONTRACTS"). Except as set forth in the last fiscal year Company Disclosure Letter, all Material Contracts are legal, valid, binding and in full force and effect and are enforceable by the Company and its Subsidiaries in accordance with their respective terms (subject to bankruptcy, insolvency and other applicable Laws affecting creditors' rights generally, and to general principles of equity), the Company and its Subsidiaries have performed in all material respects all respective obligations required to be performed by them to date under the Material Contracts and are not, and are not to the Company's knowledge alleged to be (with or anticipates receiving payments in excess without the lapse of $250,000 in time or the current fiscal year or giving of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, subleasenotice, or license of both), in breach or default in any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition of the business or stock (or, to the extent constituting a going-concern business, assets or other properties) of any other Person since December 31, 2007. Each such contract described in clauses (i)-(xiv) is referred to herein as a “Material Contractrespect thereunder.”

Material Contracts. (a) Except as set forth in Section 4.13(a) the exhibit index of the Disclosure Schedule or specifically approved by Purchaser under Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and as permitted pursuant to Section 6.1, no Seller (in connection with neither the Business) and no Purchased Entity Company nor any of its Subsidiaries is a party to or bound by any: (i) Contract any agreement relating to the incurring or guarantee of Indebtedness by the Company or any of its Subsidiaries in an amount in excess of $1,000,000 in the aggregate, including any such agreement which contains provisions that would be required to be filed by Honeywell restrict, or may restrict, the conduct of business of the issuer thereof as a currently conducted (collectively, “Instruments of Indebtedness”); (ii) any “material contract pursuant to contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Securities and Exchange Commission (including Contracts relating to compensation of executive officersSEC); (ii) Contract containing covenants not to compete in any line of business, industry or geographical area restricting the Business; (iii) Contract which creates a partnership or joint venture or similar arrangement between any Seller or Purchased Entity and another Person or any options, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or any other agreements or arrangements with respect to any equity securities of the Purchased Entities; (iv) indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness or any Encumbrance (other than a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000; (v) Contract for the sale of any material Purchased Assets or material assets of the Purchased Entitiesindemnification, including any real property, after the date hereof (other than inventory in the ordinary course of business consistent with past practice); (vi) collective bargaining agreement, employee association agreement or other agreement with any labor union, employee representative group, works council or similar collection of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 1,000,000, by the Company or a Subsidiary of the Company of any Person other than standard form indemnity provisions in any fiscal year; (viii) Contract between any Seller or Purchased Entity, on agreements with customers of the one hand, and any of Honeywell or its Affiliates or Subsidiaries Company or any of its or their officers or directors or entities in which they have a controlling interest (other than Contracts solely between the Purchased Entities or between any Purchased Entity and its Subsidiaries), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ix) Contract under which any Seller or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices Subsidiaries entered into in the ordinary course of business consistent with past practice; (iv) any material joint venture, partnership or similar agreement; (v) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; (vi) any contract or agreement providing for any payments that are conditioned, in whole or in part, on a change of control of the Company or any of its Subsidiaries, or that will have increased benefits, or accelerated vesting of benefits due to the consummation of the transactions contemplated hereby (including the Offer and the Merger); (vii) any collective bargaining agreement; (viii) any agreement material to the Company and its Subsidiaries, taken as a whole, pertaining to the acquisition, transfer, development, sharing, licensing or use of or granting any right to use or practice any rights under any Intellectual Property; (ix) any agreements pursuant to which the Company or any of its Subsidiaries leases or subleases any material real property from or to third parties; (x) Contract containing any contract or agreement material license ofto the Company and its Subsidiaries, taken as a whole, providing for the outsourcing or any option to assign provision of servicing of customers, technology or purchase, any material Intellectual Property (excluding, however, licenses product offerings of commercially available Software)the Company or its Subsidiaries; (xi) Contract under which any Seller contract with a Material Customer or Purchased Entity received payments in excess Material Supplier or that relates to the supply of $250,000 in any material item used by the last fiscal year Company or anticipates receiving payments in excess a Subsidiary by a sole source of $250,000 in supply; (xii) any contract that relates to the current fiscal year or purchase, license, lease and/or maintenance of any computer software other than commercial off-the-shelf software available for an annual license fee of no more than $500,000 over the life 25,000; (xiii) any employment or consulting contract with any current executive officer of the Contract Company or any Subsidiary of the Company or any member of the Company Board or the board of directors of any Company Subsidiary; or (xiv) any other than sales orders contract or invoices entered into other agreement not made in the ordinary course of business consistent with past practice); practice that (xiiA) Contract involving is not within any Key Customers of the other categories described in this Section 4.8(a) but is material to the Company and its Subsidiaries taken as a whole, (B) would reasonably be expected to result in revenues, receipts, liabilities or Key Suppliersexpenditures, other than purchase orders or otherwise involve an amount, in excess of $5,000,000 per year or (C) would reasonably be expected to materially delay or prevent the consummation of the Offer, the Merger or any of the transactions contemplated by this Agreement (the agreements, contracts and sales orders obligations set forth in the ordinary course exhibit index of business; the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and the agreements, contracts and obligations listed in clauses (xiiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or through (xiv) Contract involving the acquisition of the business or stock (or, to the extent constituting a going-concern business, assets or other properties) of any other Person since December 31, 2007. Each such contract described in clauses (i)-(xiv) is being referred to herein as a “Company Material ContractContracts”). Section 4.8(a) of the Company Disclosure Schedule sets forth as of the date hereof all of the Company Material Contracts. True, correct and complete copies of each Company Material Contract have been made available to Parent.”

Material Contracts. (a) Except as set forth in Section 4.13(a3.9(a) of the Company Disclosure Schedule or specifically approved by Purchaser under Section 6.1Letter, no Seller (in connection with as of the Business) and no Purchased Entity date hereof, neither the Company nor any of its Subsidiaries is a party to or bound by any: (i) Contract contract (other than this Agreement or a Company Plan) that would be required to be filed by Honeywell the Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the Securities and Exchange Commission (including Contracts relating to compensation of executive officers); SEC, (ii) Contract containing covenants not to compete in any line of business, industry or geographical area restricting the Business; (iii) Contract which creates a partnership or joint venture or similar arrangement between any Seller or Purchased Entity and another Person or any options, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or any other agreements or arrangements with respect to any equity securities of the Purchased Entities; (iv) indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement (whether incurred, assumed, guaranteed or secured by an asset) providing for Indebtedness or any Encumbrance with a principal amount in excess of $250,000, (iii) written contract (other than a Permitted Encumbrancethis Agreement) on any assets of the Purchased Entities in an amount exceeding $100,000; (v) Contract for the acquisition, disposition or sale of any material Purchased Assets properties or assets (by merger, purchase or sale of stock or assets or otherwise, excluding sales of products or inventory in the ordinary course of business), (iv) collective bargaining agreement, (v) written contract that contains a put, call, right of first refusal or similar right pursuant to which the Company or any of its Subsidiaries would be required to purchase or sell, as applicable, any equity interests of any Person, (vi) settlement agreement or similar agreement with a Governmental Entity or Order to which the Company or any of its Subsidiaries is a party involving future performance by the Company or any of its Subsidiaries which is material assets to the Company and its Subsidiaries, taken as a whole, (vii) contract with any director, executive officer or Affiliate of the Purchased Entities, including Company or any real property, after the date hereof of its Subsidiaries (other than any Company Plan), (viii) contract providing for indemnification (including any obligations to advance funds for expenses) of the current or former directors or officers of the Company or any of its Subsidiaries other than pursuant to the governing documents of such entities, (ix) contract (other than this Agreement, purchase orders for the purchase of inventory or agreements between the Company and any of its wholly owned Subsidiaries or between any of the Company’s wholly owned Subsidiaries) under which the Company and its Subsidiaries are obligated to make or receive payments in the future in excess of $250,000 per annum or $500,000 during the life of the contract, (x) employment, deferred compensation, severance, bonus, retirement or other similar agreement entered into by the Company or any of its Subsidiaries, on the one hand, and any director or executive officer of the Company or any other employee of the Company or any Company Subsidiary receiving annual cash compensation of $200,000 or more, on the other hand, (xi) contract (A) containing covenants binding upon the Company or any Company Subsidiary that materially restricts the ability of the Company or any of its Subsidiaries (or which, following the consummation of the Merger, could materially restrict the ability of the Parent or the Surviving Corporation) to compete in any business or with any Person or in any geographic area, (B) containing any provision that requires the purchase of all of the Company’s or any of its Subsidiaries’ requirements for a given product or service from a given third party, which product or service is material to the Company and its Subsidiaries, taken as a whole, (C) obligating the Company or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party (including any “most favored nation” pricing requirements), or which, following the consummation of the Merger, would obligate Parent, the Surviving Corporation or any of their respective Subsidiaries to continue to conduct business on an exclusive or preferential basis with such third party, except, in each case, for any such contract that may be cancelled without penalty by the Company or any Company Subsidiary upon notice of 30 days or less, (xii) contract with respect to a material joint venture or material partnership agreement, (xiii) contract under which the Company or any Company Subsidiary has, directly or indirectly, made any loan, capital contribution to, or investment in, any Person (other than the Company or any Company Subsidiary, and other than investments in marketable securities in the ordinary course of business consistent with past practice); (vipractices) collective bargaining agreement, employee association agreement or other agreement with any labor union, employee representative group, works council or similar collection of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 in any fiscal year; (viii) Contract between any Seller or Purchased Entity, on the one hand, and any of Honeywell or its Affiliates or Subsidiaries or any of its or their officers or directors or entities in which they have a controlling interest (other than Contracts solely between the Purchased Entities or between any Purchased Entity and its Subsidiaries), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ix) Contract under which any Seller or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices entered into in the ordinary course of business consistent with past practice); (x) Contract containing any material license of, or any option to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition amendment, supplement or modification in respect of any of the business foregoing items (i)-(xiii) or stock (or, any written commitment or agreement to the extent constituting a going-concern business, assets enter into any such contract or other properties) of any other Person since December 31, 2007agreement. Each such contract described in clauses (i)-(xiv) is referred to herein as a “Material Contract.”

Material Contracts. (a) Except as set forth in Section 4.13(a3.13(a) of the Credence Disclosure Schedule sets forth a list of all of the following Contracts relating to the Business or specifically approved by Purchaser under Section 6.1, no Seller (in connection with any of the Business) and no Purchased Entity Assets to which Credence or either Hypervision Company is a party to or is otherwise bound by any: (each a “Material Contract” and collectively the “Material Contracts”): (i) each Contract that would be required requires payment by or to be filed Credence in respect of any Purchased Asset or the Business or by Honeywell as a material contract pursuant or to Item 601(b)(10) either Hypervision Company of Regulation S-K of the Securities and Exchange Commission more than Five Thousand Dollars (including Contracts relating to compensation of executive officers$5,000); (ii) Contract containing covenants not all Contracts in respect of any Purchased Asset or the Business relating to, and evidences of, indebtedness for borrowed money or the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any asset); (iii) contracts that purport to compete limit, curtail or restrict the ability of Credence or either Hypervision Company to operate the Business or use or enforce the Assigned IP in any line way; (iv) Contracts granting a right of business, industry first refusal or geographical area restricting first negotiation or “most favored” pricing or other terms or any Contract granting any exclusive rights or licenses with respect to the Purchased Assets or the Business; (iii) Contract which creates a partnership or joint venture or similar arrangement between any Seller or Purchased Entity and another Person or any options, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or any other agreements or arrangements with respect to any equity securities of the Purchased Entities; (iv) indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness or any Encumbrance (other than a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000; (v) Contract for the sale of any material Purchased Assets licensing or material assets of the Purchased Entities, including any real property, after the date hereof (other than inventory in the ordinary course of business consistent with past practice)distribution Contracts; (vi) collective bargaining agreementpartnership, employee association agreement joint venture or other agreement with similar Contracts or arrangements, directly affecting any labor union, employee representative group, works council Purchased Asset or similar collection of employeesthe Business; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement all joint development or change-of-control agreement, in each case providing for payments in excess of $100,000 in any fiscal yearprofessional services Contracts; (viii) any Contract between that expires or may be renewed at the option of any Seller or Purchased Entity, on the one hand, and any of Honeywell or its Affiliates or Subsidiaries person other than Credence or any of its or their officers or directors or entities in which they have a controlling interest (other Subsidiaries so as to expire more than Contracts solely between one year after the Purchased Entities or between any Purchased Entity and its Subsidiaries), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis)date of this Agreement; (ix) any Contract under which with any Seller or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices entered into in the ordinary course of business consistent person with past practice); (x) Contract containing any material license of, whom Credence or any option to assign or purchase, of its Subsidiaries does not deal at arm’s length and all Contracts with any Affiliates of Credence; and (viii) all other Contracts that are material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition of the business or stock (or, to the extent constituting a going-concern business, assets Business or other properties) of any other Person since December 31, 2007. Each such contract described in clauses (i)-(xiv) is referred Purchased Asset or to herein as a “Material Contracteither Hypervision Company.”

Material Contracts. (a) Except for this Agreement, the Company Benefit Plans or as set forth in Section 4.13(a) of the Disclosure Schedule or specifically approved by Purchaser under Section 6.1, no Seller (in connection filed with the Business) and no Purchased Entity SEC prior to the date hereof, neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, the Company Joint Ventures is a party to or bound by any: by, as of the date hereof, any Contract (whether written or oral) (i) Contract that would be required to be filed by Honeywell which is a “material contract” (as a material contract pursuant to such term is defined in Item 601(b)(10) of Regulation S-K of the Securities and Exchange Commission (including Contracts relating SEC) to compensation of executive officers)the Company or Xxxxxx Xxxxxx Energy Partners, L.P. or Xxxxxx Xxxxxx Management, LLC ; (ii) Contract containing covenants not to compete the Company’s Knowledge, which is an agreement relating to the formation of or specifying the rights of the interest holders in any line of business, industry or geographical area restricting the Businessa Company Joint Venture; (iii) Contract which creates constitutes a partnership contract or joint venture commitment relating to indebtedness for borrowed money or similar arrangement between the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any Seller or Purchased Entity and another Person or any options, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or any other agreements or arrangements with respect to any equity securities of the Purchased Entities; (ivasset) indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness or any Encumbrance (other than a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000; (v) Contract for the sale of any material Purchased Assets or material assets of the Purchased Entities, including any real property, after the date hereof (other than inventory in the ordinary course of business consistent with past practice); (vi) collective bargaining agreement, employee association agreement or other agreement with any labor union, employee representative group, works council or similar collection of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 in 10,000,000; or (iv) which contains any fiscal year; provision that prior to or following the Effective Time would materially restrict or alter the conduct of business of, or purport to materially restrict or alter the conduct of business of, whether or not binding on, Parent or any Affiliate of the Parent (viii) Contract between any Seller or Purchased Entityother than the Company, on the one hand, and any of Honeywell its Subsidiaries or its Affiliates any director, officer or Subsidiaries employee of any of the Company or any of its or their officers or directors or entities in which they have a controlling interest Subsidiaries) (other than Contracts solely between the Purchased Entities or between any Purchased Entity and its Subsidiaries), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ix) Contract under which any Seller or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life all contracts of the type described in this Section 3.22(a) being referred to herein as “Company Material Contracts”). Neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, the Company Joint Ventures is a party to any Contract (other than purchase orders any Contracts to which Parent or invoices entered into in the ordinary course any Affiliate of business consistent with past practice); (xParent is a party) Contract containing any material license ofthat purports to be binding on, or imputes any option to assign obligations on, Parent or purchaseany Affiliate of Parent other than (i) the Company or its Subsidiaries or (ii) any employee, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller officer or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life director of the Contract Company or any of its Subsidiaries (other than sales orders or invoices entered into in the ordinary course of business consistent with past practicesuch capacity); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition of the business or stock (or, to the extent constituting a going-concern business, assets or other properties) of any other Person since December 31, 2007. Each such contract described in clauses (i)-(xiv) is referred to herein as a “Material Contract.”

Material Contracts. Sellers listed on Schedules 1.1(f), 1.1(g), 1.1(h) or 4.14 of the Disclosure Schedule, and have provided to Buyer true, correct and complete copies of, all material contracts, agreements, arrangements and other instruments related to the Acquired Assets or Assumed Liabilities to which any Seller or Acquired Subsidiary is a party, including all amendments thereto, and including all Contracts that relate to one or more of the following or meet one or more of the following criteria (“Material Contracts”): (a) Except as set forth in Section 4.13(aany indebtedness for borrowed money of Sellers or the Acquired Subsidiaries, including guarantees delivered by any of them, (b) of the Disclosure Schedule or specifically approved by Purchaser under Section 6.1, no Seller (in connection with the Business) and no Purchased Entity is a party to or bound by any: (i) Contract that would be required to be filed by Honeywell as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the Securities and Exchange Commission (including Contracts relating to compensation of executive officers); (ii) Contract containing covenants not to compete in any line of business, industry or geographical area restricting the Business; (iii) Contract which creates a partnership or joint venture or similar arrangement between any Seller or Purchased Entity and another Person or any options, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or any other agreements or arrangements with respect to any equity securities of the Purchased Entities; (iv) indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage sale or other evidence disposition of Indebtedness any assets, properties or agreement providing for Indebtedness or any Encumbrance rights (other than a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000; (v) Contract for the sale of any material Purchased Assets or material assets of the Purchased Entities, including any real property, after the date hereof (other than inventory in the ordinary course of business consistent with past practice); ) of Sellers or the Acquired Subsidiaries, (vic) collective bargaining agreementthe distribution of the products or services of any of the Sellers or the Acquired Subsidiaries, employee association agreement (d) contain restrictions on the ability of Sellers or other agreement with any labor union, employee representative group, works council Acquired Subsidiary to do business in any geographic area or to grant to any Person exclusive or similar collection of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 rights in any fiscal year; line of business or in any geographic area, provisions restricting or affecting the development, manufacture or distribution of such products or services, or provisions restricting the ability of any Seller’s or Acquired Subsidiary’s ability to solicit employees of another Person or restrict another Person’s ability to solicit any of Sellers’ or any Acquired Subsidiary’s employees, (viiie) Contract between contain any warranty by any Seller or Purchased Entity, on the one hand, and Acquired Subsidiary to any of Honeywell or its Affiliates or Subsidiaries or any of its or their officers or directors or entities in which they have a controlling interest other Person (other than Contracts solely between the Purchased Entities or between any Purchased Entity and its Subsidiaries), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ix) Contract under which any Seller or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices entered into those offered in the ordinary course of business consistent with past practice); , (xf) Contract containing are with any material license ofGovernment (other than the Permits which are listed on Schedule 1.1(j) and Schedules 4.12 and 4.13 of the Disclosure Schedule), or any option to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xig) Contract under which contain provisions providing for indemnification by any Seller or Purchased Entity received payments in excess Acquired Subsidiary with respect to infringements of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract proprietary rights (other than sales orders indemnification obligations arising from purchase or invoices sale agreements entered into in the ordinary course of business consistent with past practicebusiness); , (xiih) Contract involving the Business Intellectual Property, including Contracts granting any Key Customers Seller or Key SuppliersAcquired Subsidiary rights to use the Business Intellectual Property, consulting agreements related to the development of Business Intellectual Property, trademark coexistence agreements, trademark consent agreements and nonassertion agreements, (i) any power of attorney granted by any Seller or Acquired Subsidiary, (j) any contract, agreement or arrangement between any Seller or Subsidiary on the one hand, and Yenura Pte. Ltd., a Singapore company, or Stonehouse Capital Limited, a Cayman Islands company or their respective affiliates or owners, on the other than hand, (k) all Personal Property Leases and all leases of equipment and personal property to which any Acquired Subsidiary is a party, (1) all Customer Contracts and all sales orders, master service agreements, customer contracts or other similar Contracts entered into by any Acquired Subsidiary, (m) all Supplier Contracts and all purchase orders and sales orders in the ordinary course or other similar Contracts entered into by any Acquired Subsidiary with any supplier of business; (xiii) lease, subleasegoods or services for materials or supplies, or license of any Leased Real Property, (n) are otherwise material personal property or other material tangible assets; or (xiv) Contract involving the acquisition of the business or stock (or, to the extent constituting a going-concern business, assets results of operations or other properties) of financial condition related to the Acquired Assets, including any other Person since December 31Acquired Subsidiary, 2007. Each such contract described in clauses (i)-(xiv) is referred to herein as a “Material Contractor the Assumed Liabilities.”

Material Contracts. (a) Section 2.15(a) of the Disclosure Letter sets forth a complete and accurate list of all written or oral contracts, agreements, loans, notes, bonds, indentures, options, leases, licenses, sales and purchase orders, warranties, commitments and other obligations or instruments of any kind (each a “Contract”) (other than licenses of Intellectual Property listed in Section 2.14(h) of the Disclosure Letter) to which the Company or Subsidiaries is a party or to which the Company or Subsidiaries, or any of their respective properties, is otherwise bound, and that satisfies the following criteria (each a “Material Contract”): (i) each Contract of the Company or Subsidiaries pursuant to which the Company or Subsidiaries received (or was entitled to receive) or paid (or was purportedly obligated to pay) in excess of $10,000 in the year ended September 30, 2001; (ii) each Contract that requires payment by or to the Company or Subsidiaries after the date of this Agreement of more than $10,000 or that is not cancelable without penalty to the Company upon 30 days notice or less; (iii) each Contract that contains non-competition restrictions, including restrictions relating to the conduct of the Company’s and Subsidiaries’ business, the sale of the Company’s and Subsidiaries’ products or geographic restrictions, in any case that would prohibit or restrict Parent or Subsidiaries from conducting the business of the Company and Subsidiaries’ as presently conducted or that requires any consent or other action by any person for, or that will be subject to default, termination, repricing or other renegotiation, or cancellation because of, the transactions contemplated hereby; (iv) each Contract of the Company or Subsidiaries relating to, and evidences of, indebtedness for borrowed money or the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any asset); (v) each partnership, joint venture or other similar Contract affecting the Company or Subsidiaries; and (vi) each Contract that is otherwise material to the Company and Subsidiaries, taken as a whole. Except as set forth in Section 4.13(a) 2.15 of the Disclosure Schedule or specifically approved by Purchaser under Section 6.1letter, no Seller (in connection with neither the Business) and no Purchased Entity Company nor any Subsidiary is a party to or otherwise bound by any: (i) any Contract that would be required to be filed by Honeywell as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the Securities and Exchange Commission (including Contracts relating to compensation of executive officers); (ii) Contract containing covenants not to compete in any line of business, industry or geographical area restricting the Business; (iii) Contract which creates a partnership or joint venture or similar arrangement between any Seller or Purchased Entity and another Person or any options, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or any other agreements or arrangements with respect to any equity securities of the Purchased Entities; (iv) indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness or any Encumbrance (other than a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000; (v) Contract for the sale of any material Purchased Assets or material assets of the Purchased Entities, including any real property, after the date hereof (other than inventory in the ordinary course of business consistent with past practice); (vi) collective bargaining agreement, employee association agreement or other agreement with any labor union, employee representative group, works council or similar collection of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 in any fiscal year; (viii) Contract between any Seller or Purchased Entity, on the one hand, and any of Honeywell or its Affiliates or Subsidiaries or any of its or their officers or directors or entities in which they have a controlling interest (other than Contracts solely between the Purchased Entities or between any Purchased Entity and its Subsidiaries), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ix) Contract under which any Seller or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices entered into in the ordinary course of business consistent with past practice); (x) Contract containing any material license of, or any option to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition of the business or stock (or, to the extent constituting a going-concern business, assets or other properties) of any other Person since December 31, 2007. Each such contract described in clauses (i)-(xiv) is referred to herein as a “Material Contract.”containing:

Material Contracts. (a) Except MTI has delivered or otherwise made available to MTAI true, correct, and complete copies of all contracts and agreements (and all amendments, modifications and supplements thereto and all side letters to which MTI is a party affecting the obligations of any party thereunder) to which MTI or any of its subsidiaries is a party or by which any of their properties or assets are bound that are, material to the business, properties or assets of MTI and its subsidiaries taken as set forth in Section 4.13(a) a whole, including, without limitation, to the extent any of the Disclosure Schedule following are, individually or specifically approved by Purchaser under in the aggregate, material to the business, properties or assets of MTI and its subsidiaries taken as a whole, ail: (i) employment, product design or development, personal services, consulting, non-competition, severance, golden parachute or indemnification contracts (including, without limitation, any contract to which MTI is a party involving employees of MTI); (ii) licensing, publishing, merchandising or distribution agreements; (iii) contracts granting rights of first refusal or first negotiation; (iv) partnership or joint venture agreements; (v) agreements for the acquisition, sale or lease of material properties or assets or stock or otherwise, (vi) contracts or agreements with any Governmental Entity; and (vii) all commitments and agreements to enter into any of the foregoing (collectively, together with any such contracts entered into in accordance with Section 6.15.2 hereof, no Seller (in connection with the Business) and no Purchased Entity 'MTI Contracts"). Neither MTI nor any of its subsidiaries is a party to or bound by any: (i) Contract that would be required to be filed by Honeywell as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the Securities and Exchange Commission (including Contracts relating to compensation of executive officers); (ii) Contract containing covenants not to compete in any line of businessseverance, industry or geographical area restricting the Business; (iii) Contract which creates a partnership or joint venture or similar arrangement between any Seller or Purchased Entity and another Person or any options, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or any other agreements or arrangements with respect to any equity securities of the Purchased Entities; (iv) indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness or any Encumbrance (other than a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000; (v) Contract for the sale of any material Purchased Assets or material assets of the Purchased Entities, including any real property, after the date hereof (other than inventory in the ordinary course of business consistent with past practice); (vi) collective bargaining agreement, employee association agreement golden parachute or other agreement with any labor unionemployee or consultant pursuant to which such person would be entitled to receive any additional compensation or an accelerated payment of compensation as a result of the consummation of the transactions contemplated hereby. Miktam Technologies Americas Inc./ Miktam Technologies, employee representative group, works council or similar collection Inc. Page 15 of employees; 21 (viib) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, Each of the MTI Contracts is valid and enforceable in each case providing for payments in excess of $100,000 in any fiscal year; (viii) Contract between any Seller or Purchased Entity, on the one handaccordance with its terms, and there is no default under any of Honeywell or its Affiliates or Subsidiaries or any of its or their officers or directors or entities in which they have a controlling interest (other than Contracts solely between the Purchased Entities or between any Purchased Entity and its Subsidiaries), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ix) MTI Contract under which any Seller or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices entered into in the ordinary course of business consistent with past practice); (x) Contract containing any material license of, or any option to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition of the business or stock (so listed either by MTI or, to the extent constituting a going-concern businessknowledge of MTI, assets or other properties) of any other Person since December 31party thereto, 2007. Each and no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder by MTI or, to the knowledge of MTI, any other party, in any such contract described case in clauses (i)-(xiv) is referred which such default or event could reasonably be expected to herein as have a “Material ContractAdverse Effect on MTI.”

Material Contracts. (ai) Except as set forth in Section 4.13(a) Each Material Contract is a valid, binding and legally enforceable obligation of the Disclosure Schedule Company or specifically approved by Purchaser one of the Subsidiaries, as the case may be, and, to the knowledge of the Company, of the other parties thereto, (ii) each Material Contract is in full force and effect, and (iii) none of the Company or any of the Subsidiaries is (with or without notice or lapse of time, or both) in material breach or default under Section 6.1any Material Contract and, to the knowledge of the Company, no Seller other party to any Material Contract is (with or without notice or lapse of time, or both) in connection material breach or default thereunder. None of the Company or the Subsidiaries is party to any agreement that would, after giving effect to the transactions contemplated by the Transaction Documents, restrict in any respect (including by way of exclusivity obligation) the ability of the Investor or its Affiliates to compete in any business or with any Person or in any geographical area. “Material Contract” means, any agreement the Business) and no Purchased Entity Company or any of the Subsidiaries is a party to or bound by any: that (iw) Contract that would be required to be filed by Honeywell the Company as a material contract “Material Contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act, (x) provided or provides for aggregate payments from or receipt by the Company or any of the Securities and Exchange Commission Subsidiaries of more than $2,000,000 during the most recently completed fiscal year or over the remaining term of such Contract, (including Contracts relating to compensation of executive officers); (iiy) Contract containing covenants not to compete in any line of business, industry or geographical area restricting the Business; (iii) Contract which creates constitutes a partnership or joint venture or partnership or similar arrangement between any Seller that is material to the business of the Company and the Subsidiaries, taken as a whole, or Purchased Entity and another Person (z) includes provisions pursuant to which (A) the Company or any optionsof the Subsidiaries has granted a license to, rights (preemptive or otherwise)covenant not to be sued under, warrants, calls, convertible securities or commitments any material Intellectual Property owned by the Company or any other agreements or arrangements with respect to any equity securities of the Purchased Entities; (iv) indentureSubsidiaries, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing except for Indebtedness or any Encumbrance (other than a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000; (v) Contract for the sale of any material Purchased Assets or material assets of the Purchased Entities, including any real property, after the date hereof (other than inventory non-exclusive licenses granted to customers in the ordinary course of business consistent with past practice); , or (viB) collective bargaining agreement, employee association agreement or other agreement with any labor union, employee representative group, works council or similar collection of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 in any fiscal year; (viii) Contract between any Seller or Purchased Entity, on the one hand, and any of Honeywell or its Affiliates or Subsidiaries Company or any of its or their officers or directors or entities in which they have the Subsidiaries has been granted a controlling interest (other than Contracts solely between the Purchased Entities or between any Purchased Entity and its Subsidiaries), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ix) Contract under which any Seller or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices entered into in the ordinary course of business consistent with past practice); (x) Contract containing any material license ofto, or any option covenant not to assign or purchasebe sued under, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract owned by a third party (other than sales orders or invoices entered into in the ordinary course of business consistent with past practicelicenses for any commercial off-the-shelf software that is generally available on non-discriminatory pricing terms); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition of the business or stock (or, to the extent constituting a going-concern business, assets or other properties) of any other Person since December 31, 2007. Each such contract described in clauses (i)-(xiv) is referred to herein as a “Material Contract.”

Material Contracts. SCHEDULE 4.15 sets forth all of the following Contracts which are currently in effect to which the Company is a party or by which it is bound (collectively, the "MATERIAL CONTRACTS"): (a) Except as set forth in Section 4.13(a) Contracts with any Seller or any current officer, director, employee or consultant of the Disclosure Schedule Company or specifically approved by Purchaser under Section 6.1, no Seller with any Affiliate of such Persons; (in connection b) Contracts with any labor union or association representing any employee of the BusinessCompany; (c) and no Purchased Entity Contracts pursuant to which the Company is a party to or bound by any: (i) Contract that would be required to be filed by Honeywell as purchase or sell a material contract pursuant stated portion of its requirements or output from or to Item 601(b)(10another party; (d) Contracts for the sale of Regulation S-K any of the Securities and Exchange Commission (including Contracts relating assets of the Company other than in the ordinary course of business or for the grant to compensation any Person of executive officers)any preferential rights to purchase any of its assets; (iie) Contract joint venture agreements; (f) Contracts containing covenants of the Company not to compete in any line of business, industry business or with any Person in any geographical area restricting or covenants of any other Person not to compete with the BusinessCompany in any line of business or in any geographical area; (iiig) Contract which creates a partnership Contracts relating to the acquisition by the Company of any operating business or joint venture or similar arrangement between any Seller or Purchased Entity and another Person or any options, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or the capital stock of any other agreements Person; (h) Contracts relating to the borrowing of money; (i) Contracts under which the Company acts as a distributor, dealer or arrangements franchiser; (j) all Contracts concerning a partnership, joint venture, joint development or other similar cooperation arrangement; (k) all confidentiality and non-disclosure Contracts (other than standard non-disclosure forms signed by employees generally, examples of which have been provided to Purchaser); (l) all Contracts under which the Company has advanced or loaned funds to any Person, including employees of the Company (other than those with respect to any equity securities of the Purchased Entities; (iv) indenturetravel, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage entertainment or other evidence of Indebtedness or agreement providing for Indebtedness or any Encumbrance (other than a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000; (v) Contract for the sale of any material Purchased Assets or material assets of the Purchased Entities, including any real property, after the date hereof (other than inventory expenses incurred in the ordinary course of business consistent with past practice); (vi) collective bargaining agreement, employee association agreement or other agreement with any labor union, employee representative group, works council or similar collection of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 in any fiscal year; (viii) Contract between any Seller or Purchased Entity, on the one hand, and any of Honeywell or its Affiliates or Subsidiaries or any of its or their officers or directors or entities in which they have a controlling interest (other than Contracts solely between the Purchased Entities or between any Purchased Entity and its Subsidiaries), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ix) Contract under which any Seller or Purchased Entity has advanced to active employees made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices entered into in the ordinary course of business and consistent with past practicepractices and which are presently deductible under the Code as business expenses); (xm) Contract containing all Contracts under which the Company has guaranteed any material license of, indebtedness or obligation of any option to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software)Person; (xin) Contract under all Contracts with distributors, sales representatives, dealers or other Persons (other than customers who are end-users of such products) relating to the distribution, sale or supply of products of the Company or (o) any other Contract, other than Real Property Leases, which any Seller or Purchased Entity received payments in excess of $250,000 in involves the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or expenditure of more than $500,000 over 25,000 annually or requires performance by any party more than one year from the life date hereof. There have been made available to the Purchaser, its Affiliates and their Representatives true and complete copies of all of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key SuppliersMaterial Contracts. Except as set forth on SCHEDULE 4.15, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition all of the business Material Contracts and other agreements are in full force and effect and are the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or stock (orin equity). Except as set forth on SCHEDULE 4.15, the Company is not in default in any material respect under any Material Contracts, nor, to the extent constituting a going-concern businessknowledge of either Shareholder, assets or other properties) of is any other Person since December 31, 2007. Each such contract described party to any Material Contract in clauses (i)-(xiv) is referred to herein as a “Material Contractdefault thereunder in any material respect.”

Material Contracts. (a) Except as set forth in Section 4.13(a3.17(a) of the Company Disclosure Schedule sets forth a list (as of the date of this Agreement) of (i) each Contract which is likely to involve payment or specifically approved by Purchaser receipt of annual consideration of more than $500,000, in the aggregate, over the remaining term of such Contract, (ii) all Contracts or indentures relating to borrowed money or other indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material asset or material group of assets of the Company or any of its subsidiaries, including the amount of funded indebtedness for borrowed money outstanding as of the date hereof under Section 6.1any such Contract or indenture, no Seller (in connection with iii) all joint venture or other similar agreements to which the BusinessCompany or any of its subsidiaries is a party, (iv) and no Purchased Entity all lease agreements to which the Company or any of its subsidiaries is a party to or bound by any: (i) Contract that would be required to be filed by Honeywell as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the Securities and Exchange Commission (including Contracts relating to compensation of executive officers); (ii) Contract containing covenants not to compete in any line of business, industry or geographical area restricting the Business; (iii) Contract which creates a partnership or joint venture or similar arrangement between any Seller or Purchased Entity and another Person or any options, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or any other agreements or arrangements with respect to any equity securities of the Purchased Entities; (iv) indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness or any Encumbrance (other than a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000; (v) Contract for the sale of any material Purchased Assets or material assets of the Purchased Entities, including any real property, after the date hereof (other than inventory in the ordinary course of business consistent with past practice); (vi) collective bargaining agreement, employee association agreement or other agreement with any labor union, employee representative group, works council or similar collection of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for annual lease payments in excess of $100,000 in any fiscal year; 100,000, (viiiv) Contract between any Seller or Purchased Entity, on Contracts under which the one hand, and any of Honeywell or its Affiliates or Subsidiaries Company or any of its subsidiaries has advanced or their officers loaned any other Person or directors or entities in which they have a controlling interest (other than Contracts solely between the Purchased Entities or between any Purchased Entity and its Subsidiaries), on the other hand (other than ordinary course trade payables and trade receivables negotiated on entity an arms’ length basis); (ix) Contract under which any Seller or Purchased Entity has made payments amount in excess of $250,000 in 250,000, other than advances or loans among the last fiscal year Company and its wholly owned subsidiaries, (vi) Contracts or anticipates making payments in excess groups of related Contracts with the same party or group of parties requiring the payment or receipt of $250,000 100,000 or more per year which are not cancelable by the Company on 30 days’ or less notice without premium or penalty or other cost of any kind or nature, (vii) warranty agreements with respect to the Company’s or its subsidiaries’ services rendered or products sold or leased, other than pursuant to the Company’s standard warranty, a true and complete copy of which has heretofore been provided or made available to Merger Sub, (viii) agreements under which the Company has granted any person or entity registration rights (including, without limitation, demand and piggy-back registration rights), (ix) agreements under which the Company or any of its subsidiaries has granted any right of first refusal or similar right in the current fiscal year or favor of more than $500,000 over the life any third party with respect to any material portion of the Contract (other than purchase orders Company’s or invoices entered into in the ordinary course any of business consistent with past practice); its subsidiary’s properties or assets, and (x) Contract Contracts containing any material license of, non-compete covenants by the Company or any option to assign or purchase, any material Intellectual Property of its subsidiaries (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition of the business or stock (or, to the extent constituting a going-concern business, assets or other properties) of any other Person since December 31, 2007. Each such contract items described in clauses (i)-(xivi) is referred to herein as a through (x) hereof, collectively, the “Material ContractContracts”). The Company has made available to Merger Sub a correct and complete copy of each Material Contract listed in Section 3.17(a) of the Company Disclosure Statement.”

Material Contracts. (a) Except as set forth in Section 4.13(a) Schedule 2.23 of the Disclosure Schedule Letter sets ------------------ ------------- forth a list of all contracts, agreements or specifically approved by Purchaser under Section 6.1, no Seller (in connection with arrangements to which the Business) and no Purchased Entity Company or any of its Subsidiaries is a party to or otherwise bound by any: (i) Contract that would be required to be filed by Honeywell as a material contract pursuant to Item 601(b)(10) which involve payment or receipt of Regulation S-K an amount in excess of the Securities and Exchange Commission (including Contracts relating to compensation of executive officers)US$1,000,000 in any calendar year; (ii) Contract containing covenants not pursuant to compete in which the Company or any line Company Subsidiary has acquired or disposed of business, industry another business entity or geographical area restricting all or substantially all of the Businessassets thereof; (iii) Contract which creates a partnership or joint venture or relating to indebtedness (including sale and leaseback and capitalized lease transactions and other similar arrangement between any Seller or Purchased Entity and another Person or any options, rights (preemptive or otherwisefinancing transactions), warrantsor guarantees of indebtedness, calls, convertible securities providing for payment or commitments or any other agreements or arrangements with respect to any equity securities repayment in excess of the Purchased EntitiesUS$500,000; (iv) indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness or any Encumbrance (other than a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000; (v) Contract for indemnification by the sale of any material Purchased Assets or material assets of the Purchased Entities, including any real property, after the date hereof (other than inventory in the ordinary course of business consistent with past practice); (vi) collective bargaining agreement, employee association agreement or other agreement with any labor union, employee representative group, works council or similar collection of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 in any fiscal year; (viii) Contract between any Seller or Purchased Entity, on the one hand, and any of Honeywell or its Affiliates or Subsidiaries Company or any of its or their officers or directors or entities Subsidiaries of any Person in which they have a controlling interest (other than Contracts solely between any amount material to the Purchased Entities or between any Purchased Entity and its Subsidiaries)Company, on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ix) Contract under which any Seller or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices except those entered into in the ordinary course of business consistent with past practice); (x) Contract containing any material license of, or any option to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; (xiiiv) leaseany material joint venture, subleasepartnership or similar documents or agreements; (vi) limiting or purporting to limit the ability of the Company or any of its Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any assets having an aggregate value in excess of US$500,000; (vii) which purports to limit in any respect the manner in which, or license the localities in which, any business may be conducted; (viii) providing for future payments that are conditioned, in whole or in part, on a change of any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition control of the Company or any of its Subsidiaries; and (ix) not made in the ordinary course of business which is material to the Company and its Subsidiaries taken as a whole or stock which would prohibit or materially delay the consummation of the transactions contemplated by this Agreement (collectively, the "Material Contracts"). Each Material Contract is valid and binding on the Company (or, to the extent constituting any of its Subsidiaries is a going-concern businessparty, assets or other propertiessuch Subsidiary) and is in full force and effect. The Company and each of its Subsidiaries have in all material respects performed all obligations required to be performed by them to date under each Material Contract; and neither the Company, nor any of its Subsidiaries, nor to the Knowledge of the Company, any other Person since December 31, 2007. Each such contract described in clauses (i)-(xiv) is referred party to herein as a “Material Contract, is in breach or default under any Material Contract; nor, to the Knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation, breach or default thereunder, in any event which breach or default could have a Company Material Adverse Effect. The Company has provided the Purchasers with true and complete copies of all Material Contacts.”

Material Contracts. (ai) Except as set forth in Section 4.13(aSchedule 4.2(p)(i) of the Community First Disclosure Schedule or specifically approved by Purchaser under Section 6.1Memorandum as of the date hereof, no Seller (in connection with the Business) and no Purchased Entity neither CFI nor Bank, nor any of their Subsidiaries, is a party to or bound by any: any Contract (iA) Contract that would be required to be filed by Honeywell which is a “material contract” (as a material contract pursuant to such term is defined in Item 601(b)(10) of Regulation S-K of the Securities and Exchange Commission SEC), (including Contracts relating to compensation B) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of executive officers); (ii) Contract containing covenants not to compete in any line of businessbusiness by CFI or Bank, industry or geographical area restricting any of their Subsidiaries, or upon consummation of the Business; Merger will materially restrict the ability of the Surviving Corporation or any of its Subsidiaries to engage in such activities, (iiiC) Contract with or to a labor union or guild (including any collective bargaining agreement), (D) that would, solely as a result of consummation of the Merger, the Second Step Merger or the Bank Merger, require any payment by CFI or Bank, the Interim Surviving Company, Commerce Union or the Surviving Corporation or any Subsidiary thereof of amounts in excess of $50,000, individually, or $100,000, in the aggregate, (E) other than extensions of credit, other banking products offered by Bank and its Subsidiaries, derivatives or the Leased Real Property, which creates a partnership future payment obligations of CFI or joint venture Bank or any of their Subsidiaries in excess of $50,000 per annum and that by its terms does not terminate or is not terminable without penalty upon notice of 60 days or less, or (F) that grants any right of first refusal, right of first offer or similar arrangement between any Seller or Purchased Entity and another Person or any options, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or any other agreements or arrangements right with respect to any equity securities material assets, rights or properties of the Purchased Entities; (iv) indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage CFI or other evidence of Indebtedness or agreement providing for Indebtedness or any Encumbrance (other than a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000; (v) Contract for the sale of any material Purchased Assets or material assets of the Purchased Entities, including any real property, after the date hereof (other than inventory in the ordinary course of business consistent with past practice); (vi) collective bargaining agreement, employee association agreement or other agreement with any labor union, employee representative group, works council or similar collection of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 in any fiscal year; (viii) Contract between any Seller or Purchased Entity, on the one hand, and any of Honeywell or its Affiliates or Subsidiaries Bank or any of its or their officers or directors or entities Subsidiaries, taken as a whole. Each Contract of the type described in which they have a controlling interest (other than Contracts solely between the Purchased Entities or between any Purchased Entity and its Subsidiariesthis Section 4.2(p)(i), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ix) Contract under which any Seller whether or Purchased Entity has made payments in excess of $250,000 not set forth in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices entered into in the ordinary course of business consistent with past practice); (x) Contract containing any material license ofCommunity First Disclosure Memorandum, or any option to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition of the business or stock (or, to the extent constituting a going-concern business, assets or other properties) of any other Person since December 31, 2007. Each such contract described in clauses (i)-(xiv) is referred to herein as a “Community First Material Contract,” and neither CFI nor Bank, nor any of their Subsidiaries, knows of, or has received written notice of, any default or any violation of the above by any of the other parties thereto which would reasonably be expected to have, either individually or in the aggregate, a CFI Material Adverse Effect.”

Material Contracts. (a) Except Other than any contract or amendment thereto filed as set forth an exhibit to any Company SEC Report and except as disclosed in Section 4.13(a) 5.17 of the Company Disclosure Schedule Schedule, neither the Company nor any of its Subsidiaries, nor any of their respective assets, businesses, or specifically approved by Purchaser under Section 6.1operations, no Seller (in connection with the Business) and no Purchased Entity is a party to to, or is bound by any: or affected by, or receives benefits under, (i) Contract any employment, severance, termination, consulting, or retirement contract providing for aggregate payments to any Person in any calendar year in excess of $500,000, (ii) any material contract relating to the borrowing of money by the Company or any of its Subsidiaries or the guarantee by the Company or such Subsidiary of any such obligation (other than contracts evidencing trade payables), (iii) any contract which prohibits or restricts, in any material respect, the Company or any of its Subsidiaries from engaging in any business activities in any geographic area, line of business, or customer segment or otherwise in competition with any other Person, (iv) any contract granting material exclusive rights or "most favored nation" status to the counterparty thereof, (v) any contract pursuant to which the Company or any of its Subsidiaries have granted any material Intellectual Property rights to a third party (other than non-exclusive license agreements with customers, distributors or resellers in the ordinary course of business), (vi) any contract pursuant to which the Company or any of its Subsidiaries has received the right to use any material Intellectual Property (other than commercially-available, off-the-shelf software programs having a license fee of $100,000 or less), (vii) any indemnity agreement in favor of any Person, (viii) any contract relating to any discontinued operation or any assets or business sold or otherwise disposed of by the Company or its Subsidiaries within the three (3) year period ended on the date hereof, or (ix) any other contract or amendment thereto that would be required to be filed by Honeywell as an exhibit to a material contract pursuant to Item 601(b)(10) of Regulation SForm 10-K of filed by the Securities and Exchange Commission (including Contracts relating to compensation of executive officers); (ii) Contract containing covenants not to compete in any line of business, industry or geographical area restricting Company with the Business; (iii) Contract which creates a partnership or joint venture or similar arrangement between any Seller or Purchased Entity and another Person or any options, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or any other agreements or arrangements with respect to any equity securities of the Purchased Entities; (iv) indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness or any Encumbrance (other than a Permitted Encumbrance) SEC on any assets of the Purchased Entities in an amount exceeding $100,000; (v) Contract for the sale of any material Purchased Assets or material assets of the Purchased Entities, including any real property, after the date hereof of this Agreement (other than inventory in the ordinary course of business consistent with past practice); (vi) collective bargaining agreement, employee association agreement or other agreement with any labor union, employee representative group, works council or similar collection of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 in any fiscal year; (viii) Contract between any Seller or Purchased Entity, on the one hand, and any of Honeywell or its Affiliates or Subsidiaries or any of its or their officers or directors or entities in which they have a controlling interest (other than Contracts solely between the Purchased Entities or between any Purchased Entity and its Subsidiaries), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ix) Contract under which any Seller or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices entered into in the ordinary course of business consistent with past practice); (x) Contract containing any material license of, or any option to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition of the business or stock (or, to the extent constituting a going-concern business, assets or other properties) of any other Person since December 31, 2007. Each such contract contracts described in clauses (i)-(xivi) is through (ix) of this Section 5.17 being referred to herein collectively as the "Material Contracts"). With respect to each Material Contract and except as disclosed in Section 5.17 of the Company Disclosure Schedule: (A) the contract is in full force and effect; (B) neither the Company nor any of its Subsidiaries is in default thereunder, other than defaults which are not reasonably likely to have, individually or in the aggregate, a “Material Adverse Effect; (C) neither the Company nor any of its Subsidiaries has repudiated or waived any material provision of any such contract; and (D) no other party to any such contract is, to the knowledge of the Company, in default in any respect, other than defaults which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, or has repudiated or waived any material provision thereunder. The Company has furnished or made available to Parent a true and correct copy of each Material Contract.”

Material Contracts. (a) Except for those agreements and other documents filed as set forth exhibits or incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 or filed or incorporated in Section 4.13(a) any of its other Company SEC Reports filed since January 1, 2014 and prior to the Disclosure Schedule or specifically approved by Purchaser under Section 6.1date hereof, no Seller (in connection with neither the Business) and no Purchased Entity Company nor any of its Subsidiaries is a party to or to, bound by any: or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (each, whether or not filed with the SEC, a “Material Contract”): (i) Contract that would be required to be filed by Honeywell as is a “material contract pursuant to contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K of the Securities and Exchange Commission (including Contracts relating to compensation of executive officers)K; (ii) Contract containing covenants not to that contains a non-compete in or client or customer non-solicit requirement or any other provisions that materially restricts the conduct of, or the manner or location of conducting, any line of businessbusiness of the Company or any of its Affiliates (or, industry upon consummation of the Mergers, of Parent or geographical area restricting the Businessany of its Affiliates); (iii) Contract which creates a partnership or joint venture or similar arrangement between any Seller or Purchased Entity and another Person that obligates the Company or any optionsof its affiliates (or, rights (preemptive or otherwise)upon consummation of the Mergers, warrants, calls, convertible securities or commitments Parent or any other agreements of its Affiliates) to conduct business with any third party on an exclusive or arrangements with respect to any equity securities of the Purchased Entitiespreferential basis; (iv) indenture, letters that requires referrals of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage business or other evidence of Indebtedness or agreement providing for Indebtedness requires the Company or any Encumbrance (other than of its Affiliates to make available investment opportunities to any Person on a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000priority or exclusive basis; (v) Contract for that relates to the sale incurrence of indebtedness by the Company or any material Purchased Assets or material assets of the Purchased Entities, including any real property, after the date hereof its Subsidiaries (other than inventory deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice)) including any sale and leaseback transactions, capitalized leases and other similar financing transactions; (vi) collective bargaining agreementthat grants any right of first refusal, employee association agreement or other agreement with any labor union, employee representative group, works council right of first offer or similar collection right with respect to any assets, rights or properties of employeesthe Company or any of its Subsidiaries; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement that limits the payment of dividends by the Company or change-of-control agreement, in each case providing for payments in excess any of $100,000 in any fiscal yearits Subsidiaries; (viii) Contract between that relates to a joint venture, partnership, limited liability company agreement or other similar agreement or arrangement with any Seller third party, or Purchased Entityto the formation, on creation or operation, management or control of any partnership or joint venture with any third party, except in each case that relates to merchant banking investments by the one hand, and any of Honeywell Company or its Affiliates Subsidiaries in the ordinary course of business; (ix) that relates to an acquisition, divestiture, merger or Subsidiaries similar transaction and which contains representations, covenants, indemnities or other obligations (including indemnification, “earn-out” or other contingent obligations) that are still in effect; (x) that provides for payments to be made by the Company or any of its or their officers or directors or entities Subsidiaries upon a change in which they have a controlling interest control thereof; (other than Contracts solely between the Purchased Entities or between any Purchased Entity xi) that was not negotiated and its Subsidiaries), on the other hand (other than ordinary course trade payables and trade receivables negotiated entered into on an arms’ arm’s-length basis); (ixxii) Contract under which that provides for indemnification by the Company or any Seller or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess its Subsidiaries of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices any Person, except for contracts entered into in the ordinary course of business consistent with past practice)providing for customary and immaterial indemnification and provisions of the Company Articles and the Company Bylaws providing for indemnification; (xxiii) Contract containing any material license ofthat is a consulting agreement or data processing, software programming or any option to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in licensing contract involving the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or payment of more than $500,000 over the life of the Contract 90,000 per annum (other than sales orders any such contracts which are terminable by the Company or invoices any of its Subsidiaries on 60 days or less notice without any required payment or other conditions, other than the condition of notice); (xiv) that grants to a Person any right, license, covenant not to xxx or other right in Company Owned Intellectual Property or grants to the Company or any of its Subsidiaries a license or other right to any Company Licensed Intellectual Property (excluding licenses to shrink-wrap or click-wrap software), in each case that involves the payment of more than $90,000 per annum or is material to the conduct of the businesses of the Company; (xv) to which any Affiliate, officer, director, employee or consultant of such party or any of its Subsidiaries is a party or beneficiary (except with respect to loans to, or deposit or asset management accounts of, directors, officers and employees entered into in the ordinary course of business consistent and in accordance with past practiceall applicable regulatory requirements with respect to it); (xiixvi) Contract involving that would prevent, materially delay or materially impede the Company’s ability to consummate the First Merger, the Subsequent Merger, the Bank Merger or the other transactions contemplated hereby; (xvii) that contains a put, call or similar right pursuant to which the Company or any Key Customers of its Subsidiaries could be required to purchase or Key Supplierssell, other than purchase orders as applicable, any equity interests of any Person or assets; (xviii) that is a lease of real or personal property providing for annual rentals of $50,000 or more; (xix) that contains a standstill or similar agreement pursuant to which the Company or any of its Subsidiaries has agreed not to acquire assets or securities of another party or any of its Affiliates; (xx) that is between the Company or any of its Subsidiaries and sales orders any director or officer of the Company or any Person beneficially owning five percent or more of the outstanding Company Common Stock; or (xxi) that is otherwise not entered into in the ordinary course of business; (xiii) lease, sublease, business or license of that is material to the Company or any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition Subsidiary of the business Company or stock (or, their financial condition or results of operations. The Company has Previously Disclosed or made available to Parent prior to the extent constituting a going-concern businessdate hereof true, assets or other properties) correct and complete copies of any other Person since December 31, 2007. Each such contract described in clauses (i)-(xiv) is referred to herein as a “each Material Contract.”

Material Contracts. There have been made available to Sub or its designees complete and correct copies of all of the following contracts to which the Company or any of its Subsidiaries is a party or by which any of them is bound (acollectively, the "Material Contracts"): (i) Except contracts with any current officer, director, "affiliate" or "associate" (as set forth such terms are defined in Section 4.13(aRule 12b-2 under the Exchange Act) of the Disclosure Schedule Company or specifically approved by Purchaser under Section 6.1, no Seller (in connection with the Business) and no Purchased Entity is a party to or bound by any: (i) Contract that would be required to be filed by Honeywell as a material contract pursuant to Item 601(b)(10) any of Regulation S-K of the Securities and Exchange Commission (including Contracts relating to compensation of executive officers)its Subsidiaries; (ii) Contract contracts for the sale of any of the assets of the Company or any of its Subsidiaries other than in the ordinary course of business or for the grant to any person of any preferential rights to purchase any of its assets; (iii) contracts containing covenants of the Company or any of its Subsidiaries not to compete in any line of business, industry business or with any person in any geographical area restricting or, other than forms of contracts with independent contractors in connection with the Business; (iii) Contract which creates a partnership or joint venture or similar arrangement between Affiliate Program, covenants of any Seller or Purchased Entity and another Person other person not to compete with the Company or any options, rights (preemptive of its Subsidiaries in any line of business or otherwise), warrants, calls, convertible securities or commitments or in any other agreements or arrangements with respect to any equity securities of the Purchased Entitiesgeographical area; (iv) indenture, letters of creditindentures, credit agreementagreements, loan agreementmortgages, security agreementpromissory notes, guaranteeand other contracts relating to the borrowing of money which are in excess of $1,000,000 in the aggregate, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness or any Encumbrance (other than a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000; (v) Contract for the sale of any material Purchased Assets contracts or material assets of the Purchased Entitiesobligations with all employees, including any real property, after the date hereof (other than inventory in the ordinary course of business consistent with past practice); (vi) collective bargaining agreement, employee association agreement or other agreement with any labor union, employee representative group, works council or similar collection of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case consultants and agents providing for annual payments in excess of $100,000 150,000, (vi) contracts which contain change of control provisions or whose severance provisions will be accelerated upon consummation of the transactions contemplated hereby; (vii) forms of contracts with independent contractors in any fiscal yearconnection with the Affiliate Program which are substantially the same as all such contracts; and (viii) Contract between any Seller all other agreements contracts or Purchased Entityinstruments which are material to the Company. All of the Material Contracts are in full force and effect and are the legal, on valid and binding obligation of the one hand, and any of Honeywell Company or its Affiliates or Subsidiaries or Subsidiaries, enforceable against them in accordance with their respective terms. Neither the Company nor any of its or their officers or directors or entities Subsidiary is in which they have a controlling interest (other than Contracts solely between the Purchased Entities or between default under any Purchased Entity and its Subsidiaries), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ix) Material Contract under which any Seller or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices entered into in the ordinary course of business consistent with past practice); (x) Contract containing any material license of, or any option to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition of the business or stock (ornor, to the extent constituting a going-concern businessbest knowledge of the Company, assets or other properties) of is any other Person since December 31, 2007. Each such contract described party to any Material Contract in clauses (i)-(xiv) is referred to herein as a “Material Contractdefault thereunder.”

Material Contracts. (a) Except as set forth for this Agreement and the Contracts listed in Section 4.13(a3.9(a) of the Company Disclosure Schedule (any such Contract listed or specifically approved by Purchaser under required to be listed on Section 6.13.9(a) of the Company Disclosure Schedule, a “Material Contract”), as of the date of this Agreement, there are no Seller (in connection with Contracts to which the Business) and no Purchased Entity Company is a party to or by which it is bound by any: that involve (i) Contract that would be required to be filed by Honeywell as a material contract pursuant to Item 601(b)(10obligations (contingent or otherwise) of, or payments to, the Company in excess of Regulation S-K of the Securities and Exchange Commission (including Contracts relating to compensation of executive officers); $100,000 on an annual basis, (ii) Contract containing covenants not to compete in the license of any line of businesspatent, industry or geographical area restricting the Business; (iii) Contract which creates a partnership or joint venture or similar arrangement between any Seller or Purchased Entity and another Person or any optionscopyright, rights (preemptive or otherwise)trademark, warrants, calls, convertible securities or commitments or any other agreements or arrangements with respect to any equity securities of the Purchased Entities; (iv) indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage trade secret or other evidence of Indebtedness proprietary right to or agreement providing from the Company (except for Indebtedness or any Encumbrance (other than a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000; (v) Contract for the sale of any Off-the-Shelf Software Licenses and non-disclosure agreements, consulting agreements, evaluation agreements, employee assignment agreements, non-exclusive license agreements and material Purchased Assets or material assets of the Purchased Entities, including any real property, after the date hereof (other than inventory transfer agreements generated in the ordinary course of business consistent with past practicepractices that are not material, either individually or in the aggregate, to the Company); , (viiii) collective bargaining agreementthe grant of rights to manufacture, employee association agreement produce, assemble, license, market, or sell its products to any other agreement Person that limit the Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, (iv) indemnification by the Company with any labor union, employee representative group, works council or similar collection respect to infringements of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 in any fiscal year; (viii) Contract between any Seller or Purchased Entity, on the one hand, and any of Honeywell or its Affiliates or Subsidiaries or any of its or their officers or directors or entities in which they have a controlling interest proprietary rights (other than Contracts solely between the Purchased Entities or between any Purchased Entity and its Subsidiaries), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ix) Contract under which any Seller or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices form agreement entered into in the ordinary course of business consistent with past practicepractice and which form has been made available to the Parent); , (xv) Contract containing any material license ofemployment or restrictive covenant agreements (except for the Company’s standard form offer letters and proprietary information agreement, or any option which forms have been made available to assign or purchase, any material Intellectual Property the Parent) and consulting agreements (excluding, however, licenses of commercially available Software); (xiexcept for the Company’s standard form consulting agreements) Contract under which any Seller or Purchased Entity received involve payments by the Company in excess of $250,000 100,000 on an annual basis, (vi) any distributor or sales representative agreement, (vii) any agreement under which the Company is restricted from carrying on any business anywhere in the last fiscal year or anticipates receiving payments in excess world, (viii) any agreement for the disposition of $250,000 in the current fiscal year or of more than $500,000 over the life a material portion of the Contract Company’s assets, (other than sales orders ix) any material lease or invoices entered into in sublease pursuant to which the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers Company leases from others real or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or (xivx) Contract involving any agreement for the acquisition by the Company of the business or stock (or, to the extent constituting a going-concern business, assets securities or other properties) ownership interests of any other Person since December 31, 2007. Each such contract described in clauses (i)-(xiv) is referred to herein as a “Material Contractanother party.”

Material Contracts. (a) Except for this Agreement and except as set forth disclosed in Section 4.13(a) 3.2 or Section 3.18 of the Company Disclosure Schedule Letter, none of the Company or specifically approved by Purchaser under Section 6.1, no Seller (in connection with any of the Business) and no Purchased Entity Company Subsidiaries is a party to or bound by any: (i) any Contract that would be required to be filed by Honeywell the Company as a “material contract contract” pursuant to Item 601(b)(10) of Regulation S-K of promulgated by the Securities and Exchange Commission (including Contracts relating to compensation of executive officers)SEC; (ii) any Contract containing covenants not binding upon the Company or any Company Subsidiary that materially restricts the ability of the Company or any Company Subsidiary (or which, following the consummation of the Offer or Merger, could materially restrict the ability of the Parent or the Surviving Corporation) to compete in any line business that is material to the Company and the Company Subsidiaries, taken as a whole, as of businessthe date of this Agreement, industry or geographical area restricting with any person or in any geographic area, except for any such Contract that may be canceled without penalty by the BusinessCompany or any Company Subsidiary upon notice of 60 days or less; (iii) any Contract which creates with respect to a partnership or material joint venture or similar arrangement between any Seller or Purchased Entity and another Person or any options, rights material partnership agreement (preemptive or otherwiseexcluding information technology Contracts), warrants, calls, convertible securities or commitments or any other agreements or arrangements with respect to any equity securities of the Purchased Entities; (iv) indentureany Contract with any director, letters officer or affiliate of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness the Company or any Encumbrance Company Subsidiary (other than a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000Company Employee Benefit Plan); (v) any Contract for the acquisition, disposition, sale or lease of material properties or assets (by merger, purchase or sale of any material Purchased Assets stock or material assets of the Purchased Entities, including any real property, after the date hereof (other than inventory in the ordinary course of business consistent with past practiceor otherwise); (vi) collective bargaining agreementany employment, employee association agreement deferred compensation, severance, bonus, retirement or other similar agreement with entered into by the Company or any labor union, employee representative group, works council or similar collection of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 in any fiscal year; (viii) Contract between any Seller or Purchased EntityCompany Subsidiary, on the one hand, and any director or officer of Honeywell or its Affiliates or Subsidiaries the Company or any other employee of its the Company or their officers any Company Subsidiary receiving annual cash compensation of $50,000 or directors or entities in which they have a controlling interest (other than Contracts solely between the Purchased Entities or between any Purchased Entity and its Subsidiaries)more, on the other hand hand; (vii) any Contract, other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ix) Contract under which Leases, contemplating payments by the Company or any Seller or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or Subsidiary of more than $500,000 over the life of the Contract (other than purchase orders or invoices entered into 50,000 in the ordinary course of business consistent with past practice)any calendar year; (xviii) any Contract containing relating to indebtedness for borrowed money, the deferred purchase price of property or service, any material license ofcredit agreement, note, bond, mortgage, debenture or other similar instrument, any letter of credit or similar facilities or any obligation to purchase, redeem, retire, defease or otherwise acquire for value any capital stock or any Warrants, rights or options to acquire such capital stock, or any option guarantee with respect to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition of the business or stock (or, to the extent constituting a going-concern business, assets or other properties) an obligation of any other Person since December 31person; and (ix) each amendment, 2007supplement or modification in respect of any of the foregoing Contracts or any commitment or agreement to enter into any of the foregoing contracts. Each such contract Contract described in clauses (i)-(xivi) through (ix) is referred to herein as a “Material Contract.”

Material Contracts. (a) Except as set Set forth in Section 4.13(a3.10(a) of the Disclosure Schedule is a true and complete list of all material vendor and customer agreements, licenses, distribution agreements, confidentiality agreements, agreements prohibiting or specifically approved by Purchaser under Section 6.1limiting the ability of the Company and the Subsidiaries to freely complete purchase and sales orders, no Seller (in connection with powers of attorney, undertakings, commitments, notes, indentures, Mortgages, guarantees, pledges, instruments, lease, decrees or obligations to which the Business) Company and no Purchased Entity any of the Subsidiaries is a party and which relate to the business of the Company and the Subsidiaries or bound agreements by any: which the Company and the Subsidiaries are bound, including, without limitation, (i) Contract that would be required to be filed any agreement which requires future expenditures by Honeywell as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the Securities and Exchange Commission (including Contracts relating to compensation of executive officers); (ii) Contract containing covenants not to compete in any line of business, industry or geographical area restricting the Business; (iii) Contract which creates a partnership or joint venture or similar arrangement between any Seller or Purchased Entity and another Person Company or any options, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or any other agreements or arrangements with respect to any equity securities of the Purchased Entities; (iv) indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness or any Encumbrance (other than a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000; (v) Contract for the sale of any material Purchased Assets or material assets of the Purchased Entities, including any real property, after the date hereof (other than inventory in the ordinary course of business consistent with past practice); (vi) collective bargaining agreement, employee association agreement or other agreement with any labor union, employee representative group, works council or similar collection of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments Subsidiary in excess of $100,000 or which might result in any fiscal year; (viii) Contract between any Seller or Purchased Entity, on payments to the one hand, and any of Honeywell or its Affiliates or Subsidiaries Company or any of its or their officers or directors or entities in which they have a controlling interest (other than Contracts solely between the Purchased Entities or between any Purchased Entity and its Subsidiaries), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ix) Contract under which any Seller or Purchased Entity has made payments Subsidiary in excess of $250,000 100,000, (ii) any purchase or task order which might result in payments to the last fiscal year Company or anticipates making payments any Subsidiary in excess of $250,000 in 200,000, (iii) any employment and consulting agreements, (iv) any material agreement with any current or former stockholder (except for the current fiscal year Transaction Documents) and any agreement with any officer or of more than $500,000 over the life director of the Contract (other than purchase orders Company or invoices entered into in the ordinary course of business consistent with past practice); (x) Contract containing any material license ofSubsidiary, or any option to assign “affiliate” or purchase“associate” of such persons (as such terms are defined in the rules and regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”)), including, without limitation, any agreement or other arrangement providing for the furnishing of services by, rental of real or personal property from, or otherwise requiring payments to, any such person or entity, (v) any agreement relating to the development, manufacture, marketing or distribution of the products or services of the Company and the Subsidiaries and (vi) any other agreement material Intellectual Property (excludingto the business of the Company or any Subsidiary, regardless of the dollar value of the amounts receivable by or payment obligations of the Company or any Subsidiary thereunder; provided, however, licenses of commercially available Software); that the agreements and purchase or task orders that are less than the amounts referred to in clauses (xii) Contract under which any Seller or Purchased Entity received payments and (ii) shall not, in the aggregate, require future expenditures by the Company and its Subsidiaries in excess of $250,000 400,000 or result, in the last fiscal year or anticipates receiving aggregate, in payments to the Company and its Subsidiaries in excess of $250,000 400,000 (collectively, the “Material Contracts”). Set forth on Section 3.10(a) of the Disclosure Schedule is a list, complete and accurate in all material respects of the current fiscal year or of more than $500,000 over the life assets and current liabilities of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders Company and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition all financing arrangements of the business or stock (or, Company relating to the extent constituting a going-concern business, current assets or other properties) current liabilities of any other Person since December 31, 2007. Each such contract described in clauses (i)-(xiv) is referred to herein as a “Material Contractthe Company.”

Material Contracts. (a) Except as set Set forth in Section 4.13(a3.10(a) of the Disclosure Schedule is a true and complete list of all material vendor and customer agreements, licenses, distribution agreements, confidentiality agreements, agreements prohibiting or specifically approved by Purchaser under Section 6.1limiting the ability of the Company and the Subsidiaries to freely complete purchase and sales orders, no Seller (in connection with powers of attorney, undertakings, commitments, notes, indentures, Mortgages, guarantees, pledges, instruments, lease, decrees or obligations to which the Business) Company and no Purchased Entity any of the Subsidiaries is a party and which relate to the business of the Company and the Subsidiaries or bound agreements by any: which the Company and the Subsidiaries are bound, including, without limitation, (i) Contract that would be required to be filed any agreement which requires future expenditures by Honeywell as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the Securities and Exchange Commission (including Contracts relating to compensation of executive officers); (ii) Contract containing covenants not to compete in any line of business, industry or geographical area restricting the Business; (iii) Contract which creates a partnership or joint venture or similar arrangement between any Seller or Purchased Entity and another Person Company or any options, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or any other agreements or arrangements with respect to any equity securities of the Purchased Entities; (iv) indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness or any Encumbrance (other than a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000; (v) Contract for the sale of any material Purchased Assets or material assets of the Purchased Entities, including any real property, after the date hereof (other than inventory in the ordinary course of business consistent with past practice); (vi) collective bargaining agreement, employee association agreement or other agreement with any labor union, employee representative group, works council or similar collection of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments Subsidiary in excess of $100,000 or which might result in any fiscal year; (viii) Contract between any Seller or Purchased Entity, on payments to the one hand, and any of Honeywell or its Affiliates or Subsidiaries Company or any of its or their officers or directors or entities in which they have a controlling interest (other than Contracts solely between the Purchased Entities or between any Purchased Entity and its Subsidiaries), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ix) Contract under which any Seller or Purchased Entity has made payments Subsidiary in excess of $250,000 100,000, (ii) any purchase or task order which might result in payments to the last fiscal year Company or anticipates making payments any Subsidiary in excess of $250,000 in 200,000, (iii) any employment and consulting agreements, (iv) any material agreement with any current or former stockholder (except for the current fiscal year Transaction Documents), officer or of more than $500,000 over the life director of the Contract (other than purchase orders Company or invoices entered into in the ordinary course of business consistent with past practice); (x) Contract containing any material license ofSubsidiary, or any option to assign "affiliate" or purchase"associate" of such persons (as such terms are defined in the rules and regulations promulgated under the Securities Act of 1933, as amended (the "Securities Act")), including, without limitation, any agreement or other arrangement providing for the furnishing of services by, rental of real or personal property from, or otherwise requiring payments to, any such person or entity, (v) any agreement relating to the development, manufacture, marketing or distribution of the products or services of the Company and the Subsidiaries and (vi) any other agreement material Intellectual Property (excludingto the business of the Company or any Subsidiary, regardless of the dollar value of the amounts receivable by or payment obligations of the Company or any Subsidiary thereunder; provided, however, licenses of commercially available Software); that the agreements and purchase or task orders that are less than the amounts referred to in clauses (xii) Contract under which any Seller or Purchased Entity received payments and (ii) shall not, in the aggregate, require future expenditures by the Company and its Subsidiaries in excess of $250,000 400,000 or result, in the last fiscal year or anticipates receiving aggregate, in payments to the Company and its Subsidiaries in excess of $250,000 400,000 (collectively, the "Material Contracts"). Set forth on Section 3.10(a) of the Disclosure Schedule is a list, complete and accurate in all material respects of the current fiscal year or of more than $500,000 over the life assets and current liabilities of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders Company and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition all financing arrangements of the business or stock (or, Company relating to the extent constituting a going-concern business, current assets or other properties) current liabilities of any other Person since December 31, 2007. Each such contract described in clauses (i)-(xiv) is referred to herein as a “Material Contractthe Company.”

Material Contracts. Except as otherwise reflected in the FSB Financial Statements and the FSB SEC Reports, none of the FSB Entities, nor any of their respective Assets, businesses, or operations, is a party to, or is bound or affected by, or receives benefits under, any Contract, (a) Except as set forth in Section 4.13(a) of the Disclosure Schedule or specifically approved by Purchaser under Section 6.1, no Seller (in connection with the Business) and no Purchased Entity that is a party to or bound by any: “material contract” (i) Contract that would be required to be filed by Honeywell as a material contract pursuant to such term is defined in Item 601(b)(10) of Regulation S-K of the Securities SEC) and Exchange Commission (including Contracts relating that has not been filed as an exhibit to compensation one of executive officers)the FSB SEC Reports; (iib) Contract containing covenants not to compete which prohibits or materially restricts any FSB Entity (or, following consummation of the transactions contemplated by this Agreement, Xxxxx) from engaging in any business activities in any geographic area, line of business, industry business or geographical area restricting the Businessotherwise in competition with any other Person; (iiic) Contract which creates a partnership or joint venture that grants any “most favored nation” right, right of first refusal, right of first offer or similar arrangement between any Seller or Purchased Entity and another Person or any options, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or any other agreements or arrangements right with respect to any equity securities material Assets, or rights of any FSB Entity, taken as a whole, (d) which limits the Purchased Entitiespayment of dividends by any FSB Entity; (ive) indenturethat relates to the acquisition or disposition of any Person, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage business or other evidence of Indebtedness Asset and under which any FSB Entity has or agreement providing for Indebtedness may have a material obligation or any Encumbrance (other than a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000liability; (vf) Contract for the sale of any material Purchased Assets or material assets of the Purchased Entities, including any real property, after the date hereof (other than inventory in the ordinary course of business consistent with past practice); (vi) collective bargaining agreement, employee association agreement or other agreement with any labor union, employee representative group, works council or similar collection of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 in any fiscal year; (viii) Contract between any Seller or Purchased FSB Entity, on the one hand, and (i) any officer or director of Honeywell any FSB Entity, or its Affiliates (ii) any (x) record or Subsidiaries beneficial owner of five percent or more of the voting securities of any FSB Entity, (y) Affiliate or family member of its any such officer, director or their officers record or directors beneficial owner or entities in which they have a controlling interest (z) any other than Contracts solely between the Purchased Entities or between Affiliate of any Purchased Entity and its Subsidiaries)FSB Entity, on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis)hand, except those of a type available to employees of FSB generally; (ixg) Contract under which that provides for indemnification by any Seller or Purchased FSB Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices any Person, except for non-material Contracts entered into in the ordinary course of business consistent Ordinary Course; (h) with past practiceor to a labor union or guild (including any collective bargaining agreement); (xi) Contract containing (i) that relates to the incurrence of indebtedness by any material license FSB Entity, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the Ordinary Course), or (ii) that provides for the guarantee, support, indemnification, assumption or endorsement by any FSB Entity of, or any option to assign similar commitment by any FSB Entity with respect to, the obligations, liabilities or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition of the business or stock (or, to the extent constituting a going-concern business, assets or other properties) indebtedness of any other Person since December 31Person, 2007. Each such contract described in the case of each of clauses (i)-(xivi) and (ii), in the principal amount of $50,000 or more; (j) that is referred to herein as a “Material Contract.”settlement, consent or similar

Material Contracts. (a) Except as set forth in Section 4.13(a3.21(a) of the Disclosure Schedule Schedule, and other than any employment or specifically approved by Purchaser under Section 6.1severance agreement, no Seller (in connection with as of the Business) and no Purchased Entity date hereof, neither the Company nor any of its Subsidiaries is a party to or bound by anyany Contract: (i) Contract that has been or would be required to be filed by Honeywell as a material contract the Company pursuant to Item 601(b)(10) of Regulation S-K of the Securities and Exchange Commission (including Contracts relating to compensation of executive officers)SEC that has not been so filed; (ii) Contract containing covenants not to compete in any line of business, industry or geographical area restricting the Business; (iii) Contract which that creates a partnership or joint venture or similar arrangement between any Seller arrangement; (iii) that would or Purchased Entity and another Person would reasonably be expected to, individually or any optionsin the aggregate, rights (preemptive prevent, materially delay or otherwise), warrants, calls, convertible securities or commitments or any other agreements or arrangements with respect materially impede the Company’s ability to any equity securities of consummate the Purchased Entitiestransactions contemplated by this Agreement; (iv) that is an indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness indebtedness of or to the Company or any Encumbrance (other than a Permitted Encumbrance) on any assets of the Purchased Entities its Subsidiaries in an amount exceeding excess of $100,000500,000; (v) that is a Contract (other than this Agreement) for the purchase or sale of any material Purchased Assets entity or material assets after the date hereof in excess of $500,000 (other than customer or supplier contracts); (vi) that is a collective bargaining agreement; (vii) under which the Purchased EntitiesCompany or any of its Subsidiaries has made or received payments in excess of $500,000 between June 1, including any real property, after 2006 and the date hereof (other than inventory in customer or supplier contracts and payments between the ordinary course of business consistent with past practiceCompany and its Subsidiary or between Subsidiaries); (viviii) collective bargaining agreementthat, other than the Articles of Incorporation and By-Laws of the Company or any of its Subsidiaries, provides for the indemnification of any officer, director or employee association agreement of the Company or other agreement with any labor union, employee representative group, works council or similar collection of employeesits Subsidiaries; (viiix) consulting agreementthat provides for any obligation of the Company or any Subsidiary to provide funds to, management agreementor make any investment (in the form of a loan, advisory agreementcapital contribution or otherwise) in, employment agreementany Subsidiary of the Company or any other Person; (x) that is an outstanding power of attorney, severance agreementor provides for an obligation or liability of the Company or any of its Subsidiaries (whether absolute, retention agreement accrued, contingent or changeotherwise) as guarantor, surety, co-ofsigner, endorser, co-control agreementmaker, indemnitor or otherwise in each case providing for respect of the obligation of any third party that could result in payments in excess of $100,000 in any fiscal year; (viii) Contract 500,000, other than obligations between any Seller or Purchased Entity, on the one hand, Company and any of Honeywell or its Affiliates or Subsidiaries or any of its or their officers or directors or entities in which they have a controlling interest (other than Contracts solely between the Purchased Entities or between any Purchased Entity and its Subsidiaries), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ixxi) Contract under which any Seller that is with a customer, client or Purchased Entity has made payments supplier and involves consideration of $2,500,000 or more for the year ended December 31, 2006, or that is reasonably likely to involve consideration in the year ending December 31, 2007 or the year ending December 31, 2008 in excess of $250,000 in the last fiscal year 2,500,000; or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices entered into in the ordinary course of business consistent with past practice); (x) Contract containing any material license of, or any option to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders that would be required to be set forth in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition Section 3.17 of the business or stock (or, to the extent constituting a going-concern business, assets or other properties) of any other Person since December 31, 2007Disclosure Schedule. Each such contract Contract described in clauses (i)-(xivi)-(xii) is referred to herein as a “Material Contract”. Section 3.21(b) of the Disclosure Schedule sets forth a complete and accurate list of each customer of the Company or any of its Subsidiaries (A) which accounted for revenue of $750,000 or more in 2005 or 2006 and (B) which, as of the date hereof, has provided notice of an intention (x) to terminate its Contract with the Company or a Subsidiary of the Company or (y) not to renew its Contract with the Company or a Subsidiary of the Company at the end of the current Contract’s term. For the avoidance of doubt, notwithstanding that the foregoing (or any other) representation is limited by the qualifier “as of the date hereof” (or words having similar effect), the effect of items arising or occurring after the date hereof that would make such representation untrue as of the Closing Date as interpreted under Section 7.2(a) if such representation were not so qualified may be considered for purposes of Sections 3.7(i) and 7.2(c).”

Material Contracts. (a) Except as set forth in Section 4.13(a) of Neither the Disclosure Schedule or specifically approved by Purchaser under Section 6.1, no Seller (in connection with the Business) and no Purchased Entity Company nor any Subsidiary is a party to or bound by anyby: A-11 16 (i) Contract that would be required to be filed by Honeywell as a material contract pursuant to Item 601(b)(10any lease (whether of real or personal property) providing for annual rentals of Regulation S-K of the Securities and Exchange Commission (including Contracts relating to compensation of executive officers)$25,000 or more; (ii) Contract containing covenants any agreement with a term of at least one year for the purchase of materials, supplies, goods, services, equipment or other assets providing for either (A) annual payments by the Company and the Subsidiaries of $50,000 or more or (B) aggregate payments by the Company and the Subsidiaries of $50,000 or more; (iii) any sales, distribution or other similar agreement with a term of at least six months, providing for the sale by the Company or any Subsidiary of materials, supplies, goods, services, equipment or other assets that provides for (A) annual payments to the Company and the Subsidiaries of $100,000 or more and (B) does not by its terms permit the Company or any Subsidiary to pass any increase in the costs of such materials, supplies, goods, services, equipment or other assets on to the counterparty thereto; (iv) any partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); (vi) any agreement relating to asset sale programs, indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset); (vii) any option, license, franchise or similar agreement; (viii) any agency, dealer, sales representative, marketing or other similar agreement; (ix) any agreement that limits the freedom of the Company or any Subsidiary or any officer or key employee to compete in any line of business, industry business or geographical with any Person or in any area restricting or which would so limit the Businessfreedom of the Company or any Subsidiary after the Effective Time; (iiix) Contract which creates a partnership or joint venture or similar arrangement between any Seller or Purchased Entity and another Person agreement with (A) Chemed or any options, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or any other agreements or arrangements with respect to any equity securities of the Purchased Entities; (iv) indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness or any Encumbrance its Affiliates (other than a Permitted Encumbrancethe Subsidiaries), (B) on any assets Person directly or indirectly owning, controlling or holding with power to vote, 5% or more of the Purchased Entities outstanding voting securities of Chemed or any of its Affiliates (including without limitation the Company and the Subsidiaries), (C) any Person 5% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote by Chemed or any of its Affiliates (including without limitation the Company and the Subsidiaries) or (D) any director or officer of Chemed or any of its Affiliates (including without limitation the Company and the Subsidiaries) or any "associates" or members of the "immediate family" (as such terms are respectively defined in an amount exceeding $100,000Rule 12b-2 and Rule 16a-1 of the Exchange Act) of any such director or officer; (vxi) Contract for the sale of any material Purchased Assets other agreement, commitment, arrangement or material assets of the Purchased Entities, including any real property, after the date hereof (other than inventory plan not made in the ordinary course of business consistent that is material to the Company and the Subsidiaries, taken as a whole. As used herein, the term "AFFILIATE" means, with past practice); respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person. (vib) collective bargaining Each agreement, employee association agreement contract, plan, lease, arrangement or other agreement with any labor union, employee representative group, works council or similar collection of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 commitment disclosed in any fiscal year; (viii) Contract between any Seller Section of the Disclosure Letter or Purchased Entityrequired to be disclosed pursuant to this Section is a valid and binding agreement of the Company or a Subsidiary, on as the one handcase may be, and any of Honeywell or its Affiliates or Subsidiaries or any of its or their officers or directors or entities is in which they have a controlling interest (other than Contracts solely between the Purchased Entities or between any Purchased Entity full force and its Subsidiaries)effect, on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ix) Contract under which any Seller or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life none of the Contract (other than purchase orders or invoices entered into in the ordinary course of business consistent with past practice); (x) Contract containing any material license of, or any option to assign or purchaseCompany, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition of the business or stock (Subsidiary or, to the extent constituting a going-concern businessknowledge of the Company, assets any other party thereto is in default or other properties) breach in any material respect under the terms of any other Person since December 31such agreement, 2007contract, plan, lease, arrangement or commitment, and, to the knowledge of the Company, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute any event of default thereunder. Each True and complete copies of each such contract described in clauses (i)-(xiv) is referred agreement, contract, plan, lease, arrangement or commitment have been delivered to herein as a “Material ContractBuyer. SECTION 3.23.”

Material Contracts. (a) Except Other than any contract or amendment thereto filed as set forth an exhibit to any Company SEC Report and except as disclosed in Section 4.13(a) 5.17 of the Company Disclosure Schedule Schedule, neither the Company nor any of its Subsidiaries, nor any of their respective assets, businesses, or specifically approved by Purchaser under Section 6.1operations, no Seller (in connection with the Business) and no Purchased Entity is a party to to, or is bound by any: or affected by, or receives benefits under, (i) Contract any employment, severance, termination, consulting, or retirement contract providing for aggregate payments to any Person in any calendar year in excess of $500,000, (ii) any material contract relating to the borrowing of money by the Company or any of its Subsidiaries or the guarantee by the Company or such Subsidiary of any such obligation (other than contracts evidencing trade payables), (iii) any contract which prohibits or restricts, in any material respect, the Company or any of its Subsidiaries from engaging in any business activities in any geographic area, line of business, or customer segment or otherwise in competition with any other Person, (iv) any contract granting material exclusive rights or “most favored nation” status to the counterparty thereof, (v) any contract pursuant to which the Company or any of its Subsidiaries have granted any material Intellectual Property rights to a third party (other than non-exclusive license agreements with customers, distributors or resellers in the ordinary course of business), (vi) any contract pursuant to which the Company or any of its Subsidiaries has received the right to use any material Intellectual Property (other than commercially-available, off-the-shelf software programs having a license fee of $100,000 or less), (vii) any indemnity agreement in favor of any Person, (viii) any contract relating to any discontinued operation or any assets or business sold or otherwise disposed of by the Company or its Subsidiaries within the three (3) year period ended on the date hereof, or (ix) any other contract or amendment thereto that would be required to be filed by Honeywell as an exhibit to a material contract pursuant to Item 601(b)(10) of Regulation SForm 10-K of filed by the Securities and Exchange Commission (including Contracts relating to compensation of executive officers); (ii) Contract containing covenants not to compete in any line of business, industry or geographical area restricting Company with the Business; (iii) Contract which creates a partnership or joint venture or similar arrangement between any Seller or Purchased Entity and another Person or any options, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or any other agreements or arrangements with respect to any equity securities of the Purchased Entities; (iv) indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness or any Encumbrance (other than a Permitted Encumbrance) SEC on any assets of the Purchased Entities in an amount exceeding $100,000; (v) Contract for the sale of any material Purchased Assets or material assets of the Purchased Entities, including any real property, after the date hereof of this Agreement (other than inventory in the ordinary course of business consistent with past practice); (vi) collective bargaining agreement, employee association agreement or other agreement with any labor union, employee representative group, works council or similar collection of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 in any fiscal year; (viii) Contract between any Seller or Purchased Entity, on the one hand, and any of Honeywell or its Affiliates or Subsidiaries or any of its or their officers or directors or entities in which they have a controlling interest (other than Contracts solely between the Purchased Entities or between any Purchased Entity and its Subsidiaries), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ix) Contract under which any Seller or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices entered into in the ordinary course of business consistent with past practice); (x) Contract containing any material license of, or any option to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition of the business or stock (or, to the extent constituting a going-concern business, assets or other properties) of any other Person since December 31, 2007. Each such contract contracts described in clauses (i)-(xivi) is through (ix) of this Section 5.17 being referred to herein collectively as the “Material Contracts”). With respect to each Material Contract and except as disclosed in Section 5.17 of the Company Disclosure Schedule: (A) the contract is in full force and effect; (B) neither the Company nor any of its Subsidiaries is in default thereunder, other than defaults which are not reasonably likely to have, individually or in the aggregate, a “Material Adverse Effect; (C) neither the Company nor any of its Subsidiaries has repudiated or waived any material provision of any such contract; and (D) no other party to any such contract is, to the knowledge of the Company, in default in any respect, other than defaults which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, or has repudiated or waived any material provision thereunder. The Company has furnished or made available to Parent a true and correct copy of each Material Contract.”

Material Contracts. (a) Except as set forth in Section 4.13(a3.02(n) of the Seller Disclosure Schedule or specifically approved by Purchaser under Section 6.1in the exhibit lists of any Company Report, there are no Seller (in connection with the Business) and no Purchased Entity is a party to or bound by any: Contracts (i) Contract that would be are required to be filed by Honeywell as a material contract pursuant to Item 601(b)(10) of Regulation S-K of with the Securities and Exchange Commission (including Contracts relating to compensation of executive officers)Company Reports; (ii) Contract containing covenants not that are reasonably likely to compete require either (A) annual payments to or from the Company and its subsidiaries of more than $1,000,000 or (B) aggregate payments to or from the Company and its subsidiaries of more than $1,000,000; (iii) to which the Company or any of its subsidiaries is a party with respect to any partnership, joint venture or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture that is material to the Company and its subsidiaries taken as a whole or in which the Company or any of its subsidiaries owns any voting or economic interest (excluding any partnership or joint venture that is wholly owned by the Company or any of its subsidiaries) that is material to the Company and its subsidiaries taken as a whole; (iv) to which the Company or any of its subsidiaries is a party that contain any provision or covenant that (A) materially limits the ability of the Company or any of its subsidiaries to (1) make, sell or distribute to another person any products or services offered by the Company or any of its subsidiaries as of the date of this Agreement, (2) engage in any line of businessbusiness in which the Company is engaged as of the date of this Agreement, industry or geographical area restricting (3) compete with any person in any line of business in which the Business; Company is engaged as of the date of this Agreement, or (iiiB) Contract which creates a partnership or joint venture or similar arrangement between any Seller or Purchased Entity and another Person grants (1) "most favored nation" status that, following the Closing, would apply to the Company or any options, rights of the Company's subsidiaries or (preemptive or otherwise), warrants, calls, convertible securities or commitments 2) to any person (other than Employees as part of the business and operations of the Company or any other agreements of its subsidiaries) exclusive rights in respect of any services in any line of business in which the Company is engaged as of the date of this Agreement or arrangements in any geographic area with respect to any equity securities of or affecting the Purchased Entities; (iv) indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness Company or any Encumbrance (other than a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000its subsidiaries; (v) Contract providing for the sale indemnification of any material Purchased Assets or material assets of the Purchased Entitiesperson, including except for any real property, after the date hereof (other than inventory in the ordinary course of business consistent with past practice); (vi) collective bargaining agreement, employee association agreement or other agreement with any labor union, employee representative group, works council or similar collection of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 in any fiscal year; (viii) Contract between any Seller or Purchased Entity, on the one hand, and any of Honeywell or its Affiliates or Subsidiaries or any of its or their officers or directors or entities in which they have a controlling interest (other than Contracts solely between the Purchased Entities or between any Purchased Entity and its Subsidiaries), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ix) Contract under which any Seller or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices that is entered into in the ordinary course of business consistent with past practice); (xv) Contract containing that relate to any material license of, written settlement agreement with ongoing obligations on the part of the Company or any option to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assetsits subsidiaries; or (xivvi) Contract involving the acquisition containing any commitment to do any of the business or stock (or, to the extent constituting a going-concern business, assets or other properties) of any other Person since December 31, 2007foregoing. Each such contract Contract described in clauses (i)-(xivi) through (vi) is referred to herein as a “Material Contract.”"

Material Contracts. (a) Except As of the date of this Agreement, except for this Agreement and as set forth in on Section 4.13(a4.21(a) of the Company Disclosure Schedule or specifically approved by Purchaser under Section 6.1Schedule, no Seller (in connection with neither the Business) and no Purchased Entity Company nor any of its Subsidiaries is a party to or bound by any: by, as of the date hereof, any Contract (whether written or oral) which is (i) Contract that would be required to be filed by Honeywell a “material contract” (as a material contract pursuant to such term is defined in Item 601(b)(10) of Regulation S-K of the Securities and Exchange Commission (including Contracts relating to compensation of executive officersSEC); , (ii) Contract containing covenants not a loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, contract, lease, license or other binding commitment (other than those between the Company and its Subsidiaries) relating to indebtedness (for the avoidance of doubt, including sale and leaseback transactions) or other binding obligation to make payment with respect to indebtedness in an amount in excess of $100,000 individually, and with respect to binding obligations other than with respect to indebtedness, in an amount in excess of $50,000 individually on an annual basis with a term of greater than five years, (iii) a contract which purports to materially limit the right of the Company or any of its Subsidiaries to engage or compete in any line of businessbusiness or to compete with any person or operate in any location, industry or geographical area restricting the Business; (iiiiv) Contract which a contract that creates a partnership or joint venture Joint Venture or similar arrangement between any Seller or Purchased Entity and another Person or any options, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or any other agreements or arrangements with respect to any equity securities significant portion of the Purchased Entities; (iv) indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness or any Encumbrance (other than a Permitted Encumbrance) on any assets business of the Purchased Entities in an amount exceeding $100,000; Company or its Subsidiaries taken as a whole, or (v) Contract for the sale of any material Purchased Assets a settlement or material assets of the Purchased Entities, including any real property, after the date hereof (other than inventory in the ordinary course of business consistent with past practice); (vi) collective bargaining agreement, employee association agreement or other similar agreement with any labor union, employee representative group, works council Governmental Entity or similar collection order or consent of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 in any fiscal year; (viii) Contract between any Seller or Purchased Entity, on a Governmental Entity to which the one hand, and any of Honeywell or its Affiliates or Subsidiaries Company or any of its Subsidiaries is subject involving future performance by the Company or their officers or directors or entities any of its Subsidiaries which is material to the Company and any of its Subsidiaries taken as a whole (all contracts of the type described in which they have a controlling interest (other than Contracts solely between the Purchased Entities or between any Purchased Entity and its Subsidiariesthis Section 4.21(a), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ix) Contract under which any Seller or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices entered into in the ordinary course of business consistent with past practice); (x) Contract containing any material license of, or any option to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition of the business or stock (or, to the extent constituting a going-concern business, assets or other properties) of any other Person since December 31, 2007. Each such contract described in clauses (i)-(xiv) is being referred to herein as a “Company Material Contract.Contracts”). Agreement and Plan of Merger

Material Contracts. (a) Except as set forth in Section 4.13(a3.16(a) of the Disclosure Schedule Schedules lists all of the following Contracts to which the Company or specifically approved by Purchaser under Section 6.1, no Seller (in connection with the Business) and no Purchased Entity any of its Subsidiaries is a party to and which are currently in effect as of the date hereof, or by which any of its or their properties or assets are otherwise bound by any: or under which there are outstanding obligations (such Contracts being “Material Contracts”): (i) Contract that would be required to be filed by Honeywell as a material contract pursuant to Item 601(b)(10) of Regulation S-K any Contracts with any of the Securities and Exchange Commission (including Contracts relating to compensation of executive officers)Top Customers; (ii) any Contracts with any of the Top Suppliers; (iii) any Contract containing covenants not relating to or evidencing Indebtedness; (iv) any Contract with any Related Party of the Company or any of its Subsidiaries, other than any Contracts entered into with any Company Employee related to their engagement or employment by the Company (including, without limitation, termination of such engagement or employment) or any of its Subsidiaries; (v) (A) any Contract that materially limits, or purports to materially limit, the ability of the Company or any of its Subsidiaries to compete in any line of business or with any Person or in any geographic area or during any period of time, or that materially restricts the right of the Company and its Subsidiaries to sell to or purchase from any Person or to hire any Person; (B) any Contract in which the Company or any of its Subsidiaries has granted “exclusivity” or that requires the Company or such Subsidiary to deal exclusively with, or grant exclusive rights or rights of first refusal to, any customer, vendor, supplier, distributor, contractor or other Person; (C) any Contract that includes minimum purchase obligations on the part of the Company or any of its Subsidiaries that exceeds $500,000 in any calendar year to the extent the contract is not terminable without penalty on ninety (90) days’ or shorter notice; or (D) any Contract containing a “most-favored-nation,” “best pricing” or other similar term or provision by which another party to such contract or any other Person is, or could become, entitled to any benefit, right or privilege which, under the terms of such Contract, must be at least as favorable to such party as those offered to another Person; (vi) any Contract pursuant to which the Company or any of its Subsidiaries is the lessee or lessor of, or holds, uses or makes available for use to any Person, (A) any real property or (B) any tangible personal property and, in the case of clause (A), that involves an aggregate annual rent in excess of $500,000 and, in the case of clause (B), that involves an aggregate future or potential liability or receivable, as the case may be, in excess of $500,000; (vii) any Contract entered into by the Company or any of its Subsidiaries pursuant to which the Company or such Subsidiary acquired, disposed of or sold any operating business, industry or geographical area restricting the Business; (iii) Contract which creates a partnership or joint venture or similar arrangement between any Seller or Purchased Entity and another Person material assets or any optionsother Person, rights or any material part thereof (preemptive whether by merger, purchase or sale of equity securities, recapitalization, purchase of assets or otherwise), warrants, calls, convertible securities which contains any ongoing liabilities or commitments or any other agreements or arrangements with respect to any equity securities of obligations on the Purchased Entities; (iv) indenture, letters of credit, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness or any Encumbrance (other than a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000; (v) Contract for the sale part of any material Purchased Assets or material assets of the Purchased Entities, including any real property, after the date hereof (other than inventory in the ordinary course of business consistent with past practice); (vi) collective bargaining agreement, employee association agreement or other agreement with any labor union, employee representative group, works council or similar collection of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 in any fiscal year; (viii) Contract between any Seller or Purchased Entity, on the one hand, and any of Honeywell or its Affiliates or Subsidiaries or any of its or their officers or directors or entities in which they have a controlling interest (other than Contracts solely between the Purchased Entities or between any Purchased Entity and its Subsidiaries), on the other hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ix) Contract under which any Seller or Purchased Entity has made payments in excess of $250,000 in the last fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices entered into in the ordinary course of business consistent with past practice); (x) Contract containing any material license of, or any option to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; or (xiv) Contract involving the acquisition of the business or stock (or, to the extent constituting a going-concern business, assets or other properties) of any other Person since December 31, 2007. Each such contract described in clauses (i)-(xiv) is referred to herein as a “Material Contract.”party thereto;

Material Contracts. (a) Except as set forth for this Agreement and agreements filed with or incorporated by reference in the Company SEC Reports or listed in Section 4.13(a4.19(a) of the Company Disclosure Schedule Letter, none of the Company or specifically approved by Purchaser under Section 6.1, no Seller (in connection with the Business) and no Purchased Entity any of its Subsidiaries is a party to or bound by anyby: (i) any Contract that would be required to be filed by Honeywell the Company as a "material contract contract" pursuant to Item 601(b)(10) of Regulation S-K of under the Securities and Exchange Commission (including Contracts relating to compensation of executive officers)Act; (ii) any Contract containing covenants not binding upon the Company or any Subsidiary of the Company that (A) materially restricts the ability of the Company or any Subsidiary of the Company (or which, following the consummation of the Merger, could materially restrict the ability of the Surviving Corporation) to compete (1) in any business that is material to the Company and its Subsidiaries, taken as a whole, as of the date of this Agreement, or (2) with any person or (3) in any geographic area or (B) materially restricts the right of the Company or any of its Subsidiaries to conduct its business as it is presently conducted or which could require the disposition of any material assets or line of business, industry business of the Company or geographical area restricting the Businessany of its Subsidiaries; (iii) any Contract which creates with respect to a partnership or material joint venture or similar arrangement between any Seller or Purchased Entity and another Person or any options, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or any other agreements or arrangements with respect to any equity securities of the Purchased Entitiesmaterial partnership; (iv) indentureany Contract pursuant to which the Company or any of its Subsidiaries made or received payments of more than $25 million during the 12-month period prior to the date hereof, letters with material payment obligations remaining to be performed by the Company after the date of credit, this Agreement; (v) any loan or credit agreement, loan agreementContract, note, debenture, bond, indenture, mortgage, security agreement, guarantee, note, mortgage pledge or other evidence of Indebtedness or similar agreement providing for Indebtedness or pursuant to which any Encumbrance (other than a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000; (v) Contract for the sale of any material Purchased Assets or material assets of the Purchased Entities, including any real property, after the date hereof (other than inventory in the ordinary course of business consistent with past practice); (vi) collective bargaining agreement, employee association agreement or other agreement with any labor union, employee representative group, works council or similar collection of employees; (vii) consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in each case providing for payments in excess of $100,000 in any fiscal year; (viii) Contract between any Seller or Purchased Entity, on the one hand, and any of Honeywell or its Affiliates or Subsidiaries or any of its or their officers or directors or entities in which they have a controlling interest (other than Contracts solely between the Purchased Entities or between any Purchased Entity and its Subsidiaries), on the other hand indebtedness (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis)payables) in excess of $5 million of the Company or any of its Subsidiaries is outstanding or may be incurred; (vi) any Contract relating to guarantees or assumptions of obligations of any third Person or with respect to any performance bonds in excess of $5 million; (vii) any Contract that constitutes a collective bargaining agreement or other arrangement with any labor union, labor organization, workers' association, works council or other collective group of employees; (viii) any Contract relating to the disposition or acquisition of a material business or, any amount of material assets by the Company or any of its Subsidiaries, with material obligations remaining to be performed or material liabilities continuing after the date of this Agreement including without limitation any "earn out" or other contingent payment obligations, or any indemnification obligations; (ix) any material hedge, collar, option, forward purchasing, swap, derivative or similar Contract; (x) any Contract with any director, officer, employee, consultant or Affiliate of the Company or any of its Subsidiaries (other than any Company Benefit Plan); (xi) any material Contract with any Governmental Entity; (xii) any Contract under which the Company is a lessee of, or holds or uses, any Seller equipment, machinery, vehicle or Purchased Entity has made other tangible personal property owned by a Person which requires aggregate future payments equal to or in excess of $5 million; (xiii) any Contract for capital expenditures or the acquisition or construction of fixed assets which requires future payments in excess of $250,000 in 5 million; (xiv) any Contract that would prevent, materially delay or materially impede the last fiscal year Company's ability to consummate the Merger or anticipates making payments in excess of $250,000 in the current fiscal year other transactions contemplated by this Agreement; (xv) any Contract pursuant to which the Company or of more than $500,000 over the life any Subsidiary of the Contract Company (other than purchase orders A) is granted or invoices entered into in the ordinary course of business consistent with past practice); (x) Contract containing obtains any material license of, or any option right to assign or purchase, use any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract Rights (other than sales orders Contracts granting rights to use readily available commercial-off-the-shelf Software), (B) is restricted in its right to use or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving register any Key Customers material Company-owned or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material personal property or other material tangible assets; Company Subsidiary-owned Intellectual Property Rights or (xivC) Contract involving the acquisition of the business or stock (or, to the extent constituting a going-concern business, assets or other properties) of permits any other Person since December 31to enforce or register any material Intellectual Property Rights, 2007. Each such contract including any license agreements, coexistence agreements, and covenants not to xxx; (xvi) any amendment, supplement or modification in any material respect of a Contract described in clauses (i)-(xivi) through (xv) or any binding commitment or binding agreement to enter into any of such Contract. Each such Contract described in clauses (i) through (xvi) is referred to herein as a “"Company Material Contract.”"