Common use of Outstanding Commitments Clause in Contracts

Outstanding Commitments. SCHEDULE 4.21 sets forth a description of all material existing written or oral contracts, agreements, commitments, licenses and franchises to which Buyer is a party (the "BUYER AGREEMENTS"). Buyer has made available to Argentys true, correct and complete copies of all of the Buyer Agreements specified on SCHEDULE 4.21. Except as set forth on SCHEDULE 4.21, Buyer has paid in full all amounts due from Buyer as of the date hereof under each Buyer Agreement identified in SCHEDULE 4.21 and as of the Effective Time will have satisfied in full all of its liabilities and obligations thereunder due in the ordinary course of business prior to the Effective Time. All of the Buyer Agreements described in SCHEDULE 4.21 are in full force and effect. Buyer and, to the knowledge of Buyer, each other party thereto have performed all the obligations required to be performed by them to date, have received no notice of default and are not in default (with due notice or lapse of time or both) under any Buyer Agreement. Buyer has no a present expectation or intention of not fully performing all its obligations under each Buyer Agreement, and Buyer has no knowledge of any breach or anticipated breach by the other party to any contract or commitment to which Buyer is a party. None of such Buyer Agreements has been terminated, no written notice has been given by any party thereto of any alleged default by any party thereunder, and Buyer is not aware of any intention or right of any party to default another party to any such Buyer Agreement. There exists no actual or, to the knowledge of Buyer, threatened termination, cancellation or material limitation of the business relationship of Buyer with any party to any such Buyer Agreement.

Outstanding Commitments. SCHEDULE 4.21 Schedule 2.22 sets forth a description ----------------------- ------------- of all material existing written or oral contracts, agreements, commitments, licenses and franchises to which Buyer is a party (the collectively "BUYER AGREEMENTSAgreements"), whether written or oral, relating to the Seller. Buyer The Seller has delivered or made available to Argentys the Buyer true, correct and complete copies of all of the Buyer Agreements specified on SCHEDULE 4.21Schedule 2.22 which are in ------------- writing, and Schedule 2.22 contains an accurate and complete description of all ------------- Agreements which are not in writing. Except as set forth on SCHEDULE 4.21, Buyer The Seller has paid in full all amounts due from Buyer as of the date hereof under each Buyer Agreement identified in SCHEDULE 4.21 Schedule 2.22 and ------------- as of the Effective Time Closing Date will have satisfied in full all of its liabilities and obligations thereunder due in the ordinary course of business prior to the Effective TimeClosing. All of the Buyer Agreements described in SCHEDULE 4.21 Schedule 2.22 are in full force and ------------- effect. Buyer and, to the knowledge of Buyer, The Seller and each other party thereto have performed all the obligations required to be performed by them to date, have received no notice of default and are not in default (with due notice or lapse of time or both) under any Buyer Agreement. Buyer The Seller has no a present expectation or intention of not fully performing all its obligations under each Buyer Agreement, and Buyer the Seller has no knowledge of any breach or anticipated breach by the other party to any contract or commitment to which Buyer the Seller is a party. None of such Buyer Agreements has been terminated, no written notice has been given by any party thereto of any alleged default by any party thereunder, and Buyer the Seller is not aware of any intention or right of any party to default another party to any such Buyer Agreement. There exists no actual or, to the knowledge of Buyerthe Seller, threatened termination, cancellation or material limitation of the business relationship of Buyer the Seller with any party to any such Buyer Agreement.

Outstanding Commitments. SCHEDULE 4.21 Schedule 2.16 sets forth a description of all existing material existing written or oral contracts, agreements, commitments, licenses and franchises (other than those which can be canceled upon not more than 30 days notice without penalty to which Buyer is a party the Seller), whether written or oral, relating to the ownership or operation of the Biotech Incubator Facility (the collectively "BUYER AGREEMENTSService Agreements"). Buyer The Seller has delivered or made available to Argentys the Buyer true, correct and complete copies of all of the Buyer Service Agreements specified on SCHEDULE 4.21Schedule 2.16 which are in writing, and Schedule 2.16 contains an accurate and complete description of all Service Agreements which are not in writing. Except as set forth otherwise disclosed on SCHEDULE 4.21Schedule 2.16, Buyer the Seller has paid in full all amounts due from Buyer as of the date hereof under each Buyer Service Agreement identified in SCHEDULE 4.21 on Schedule 2.16 and as of the Effective Time Closing Date will have satisfied in full all of its liabilities and obligations thereunder due in the ordinary course of business prior to the Effective TimeClosing. All of the Buyer Service Agreements described in SCHEDULE 4.21 on Schedule 2.16 are in full force and effect. Buyer and, to the knowledge of Buyer, The Seller and each other party thereto have substantially performed all the obligations required to be performed by them under such Agreements to date, performance of which has not been waived, have received no notice of default and are not in default (with due notice or lapse of time or both) under any Buyer such Agreement. Buyer The Seller has no a present expectation or intention of not fully performing all its obligations under each Buyer Agreement, and Buyer the Seller has no knowledge of any breach or anticipated breach by the other party to any contract or commitment to which Buyer the Seller is a party. None of such Buyer Service Agreements has been terminatedbeenterminated, no written notice has been given by any party thereto of any alleged default by any party thereunder, and Buyer the Seller is not aware of any intention or right of any party to default another party to any such Buyer Service Agreement. There exists no actual or, to the knowledge of Buyerthe Seller, threatened termination, cancellation or material limitation of the business relationship of Buyer the Seller with any party to any such Buyer Service Agreement.

Outstanding Commitments. SCHEDULE 4.21 Schedule 2.22 sets forth a ----------------------- ------------- description of all material existing written or oral contracts, agreements, commitments, licenses and franchises to which Buyer is a party (the collectively "BUYER AGREEMENTSAgreements"), whether written or oral, relating to the Seller. Buyer The Seller has delivered or made available to Argentys the Buyer true, correct and complete copies of all of the Buyer Agreements specified on SCHEDULE 4.21Schedule 2.22 which are in writing, and Schedule 2.22 contains an accurate and complete description ------------- of all Agreements which are not in writing. Except as set forth on SCHEDULE 4.21, Buyer The Seller has paid in full all amounts due from Buyer as of the date hereof under each Buyer Agreement identified in SCHEDULE 4.21 Schedule 2.22 and as of the Effective Time Closing Date will have satisfied in full all of its ------------- liabilities and obligations thereunder due in the ordinary course of business prior to the Effective TimeClosing. All of the Buyer Agreements described in SCHEDULE 4.21 Schedule 2.22 are in ------------- full force and effect. Buyer and, to the knowledge of Buyer, The Seller and each other party thereto have performed all the obligations required to be performed by them to date, have received no notice of default and are not in default (with due notice or lapse of time or both) under any Buyer Agreement. Buyer The Seller has no a present expectation or intention of not fully performing all its obligations under each Buyer Agreement, and Buyer the Seller has no knowledge of any breach or anticipated breach by the other party to any contract or commitment to which Buyer the Seller is a party. None of such Buyer Agreements has been terminated, no written notice has been given by any party thereto of any alleged default by any party thereunder, and Buyer the Seller is not aware of any intention or right of any party to default another party to any such Buyer Agreement. There exists no actual or, to the knowledge of Buyerthe Seller, threatened termination, cancellation or material limitation of the business relationship of Buyer the Seller with any party to any such Buyer Agreement.

Outstanding Commitments. SCHEDULE 4.21 Schedule 2.27 sets forth a description of all material existing written or oral contracts, agreements, understandings, commitments, licenses and franchises to which Buyer is a party (the collectively "BUYER AGREEMENTSAgreements"), whether written or oral, relating to the Company which involve amounts in excess of $10,000. Buyer The Company has delivered or made available to Argentys the Buyer true, correct and complete copies of all of the Buyer material Agreements specified on SCHEDULE 4.21Schedule 2.27 which are in writing, and Schedule 2.27 contains an accurate and complete description of all material Agreements which are not in writing. Except as set forth on SCHEDULE 4.21, Buyer The Company has paid in full all amounts due from Buyer as of the date hereof under each Buyer Agreement identified in SCHEDULE 4.21 Schedule 2.27 and as of the Effective Time Closing Date will have satisfied in full all of its liabilities and obligations thereunder due in the ordinary course of business consistent with past practice prior to the Effective TimeClosing. All of the Buyer Agreements described in SCHEDULE 4.21 Schedule 2.27 are in full force and effect. Buyer and, to the knowledge of Buyer, The Company and each other party thereto have performed all the obligations required to be performed by them to date, have received no notice of default and are not in default (with due notice or lapse of time or both) under any Buyer Agreement. Buyer The Company has no a present expectation or intention of not fully performing all its obligations under each Buyer Agreement, and Buyer the Company has no knowledge of any breach or anticipated breach by the other party to any contract or commitment to which Buyer the Company is a party. None of such Buyer Agreements has been terminated, no written notice has been given by any party thereto of any alleged default by any party thereunder, and Buyer is the Sellers are not aware of any intention or right of any party to default another party to any such Buyer Agreement. There exists no actual or, to the knowledge of Buyerthe Company or the Sellers, threatened termination, cancellation or material limitation of the business relationship of Buyer the Company with any party to any such Agreement. Furthermore, Buyer Agreementhas been informed that it is customary for the Company to consistently be late with the payment of its accounts payable to Stracon, which practice has been accepted as the normal course of business practice between the Company and Stracon, and the Company is not considered in default by reason of such late payments.