Common use of SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS Clause in Contracts

SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. The COMPANY has delivered to URSI an accurate list (Schedule 5.15) of (i) all significant customers (i.e., those customers representing five percent (5%) or more of the COMPANY's revenues for the 12 months ended on the Balance Sheet Date, or who have paid to the COMPANY $100,000 or more over any four consecutive fiscal quarters in the three years ended on the Balance Sheet Date) and (ii) all contracts requiring payment or performance by the COMPANY or any COMPANY Subsidiary in an amount or with a value in excess of $10,000 ("Material Contracts") to which the COMPANY or any of its Subsidiaries is a party or by which any of them or any of their respective properties are bound (including, but not limited to, contracts with significant customers, joint venture or partnership agreements, contracts with any labor organizations, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, leases, liens, pledges or other security agreements) (a) as of the Balance Sheet Date and (b) entered into since the Balance Sheet Date, and in each case has delivered true, complete and correct copies of such agreements to URSI, except that leases set forth on Schedule 5.14 need not be set forth on Schedule 5.15. Except to the extent set forth on Schedule 5.15, (i) none of the COMPANY's (including the COMPANY's Subsidiaries) significant customers has cancelled or substantially reduced or, to the knowledge of the COMPANY, is currently attempting or threatening to cancel any Material Contract or substantially reduce utilization of the services provided by the COMPANY (including the COMPANY's Subsidiaries), and (ii) the COMPANY and the COMPANY's Subsidiaries have complied with all material commitments and obligations pertaining to any Material Contract, and are not in default under any such Material Contract, and no notice of default has been received, and no Stockholder or any affiliate of any Stockholder is a party to any such Material Contract. Except as set forth in Schedule 5.15, the COMPANY and the COMPANY's Subsidiaries have not been the subject of any election in respect of union representation of employees and are not bound by or subject to (and none of its respective assets or properties is bound by or subject to) any arrangement with any labor union. Except as set forth on Schedule 5.15, no employees of the COMPANY or its Subsidiaries are represented by any labor union or covered by any collective bargaining agreement and no campaign to establish such representation has ever occurred or is in progress. There is no pending or, to the COMPANY's knowledge, threatened labor dispute involving the COMPANY (including the COMPANY's Subsidiaries) and any group of its employees, nor has the COMPANY (including the COMPANY's Subsidiaries) experienced any labor interruptions over the past three years, and the COMPANY considers its relationship with employees to be good.

SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. The COMPANY has delivered to URSI VESTCOM an accurate list (list, which is set forth on Schedule 5.15) , of (i) all significant customers (i.e., i.e. those customers and persons or entities affiliated with those customers, representing five percent (5%) % or more of the COMPANY's 'S revenues for the 12 months ended on the Balance Sheet Date, or who have paid to the COMPANY $100,000 250,000 or more over any four consecutive fiscal quarters in the three years ended on the Balance Sheet Date) and (ii) all contracts requiring payment or performance by the COMPANY or any COMPANY Subsidiary in an amount or with a value in excess of $10,000 ("Material Contracts") material contracts, commitments and similar agreements to which the COMPANY or any of its Subsidiaries is a party or by which any of them it or any of their respective its properties are bound (bound, including, but not limited to, contracts with significant customers, joint venture or partnership agreements, contracts with any labor organizations, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, leases, liens, pledges or other security agreements, contracts restricting the COMPANY from doing business in any areas or in any way limiting competition, contracts which call for aggregate payments by the COMPANY in excess of $100,000 and which are not terminable without cost or liability on notice of 45 days or less, contracts requiring the COMPANY to perform services for others over a period in excess of 90 days from the date of such contract and all commitments to enter into any such contracts, leases or obligations ("Materials Contracts") (a) as of the Balance Sheet Date and (b) entered into since the Balance Sheet Date, and in each case has delivered true, complete and correct copies of such agreements to URSI, except that leases set forth on Schedule 5.14 need not be set forth on Schedule 5.15VESTCOM. Except to the extent set forth on Schedule 5.15, (i) none of the COMPANY's (including the COMPANY's Subsidiaries) 'S significant customers has cancelled canceled or substantially reduced or, to the knowledge of the COMPANY, is are currently attempting or threatening to cancel any Material Contract or substantially reduce utilization of the services provided by the COMPANY (including the COMPANY's Subsidiaries), and (ii) the COMPANY and the COMPANY's Subsidiaries have has complied with all material commitments and obligations pertaining to any Material Contract, and are is not in default under any such Material Contract, Contract and agreement and no notice of default has been received, and no Stockholder or any affiliate of any Stockholder is a party to any such Material Contract. Except as set forth in Schedule 5.15, the COMPANY and the COMPANY's Subsidiaries have not been the subject of any election in respect of union representation of employees and are not bound by or subject to (and none of its respective assets or properties is bound by or subject to) any arrangement with any labor union. Except as set forth on Schedule 5.15, no employees of the COMPANY or its Subsidiaries are represented by any labor union or covered by any collective bargaining agreement and no campaign to establish such representation has ever occurred or is in progress. There is no pending or, to the COMPANY's knowledge, threatened labor dispute involving the COMPANY (including the COMPANY's Subsidiaries) and any group of its employees, nor has the COMPANY (including the COMPANY's Subsidiaries) experienced any labor interruptions over the past three years, and the COMPANY considers its relationship with employees to be good.

SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. The COMPANY Seller has delivered to URSI the Purchaser an accurate list (which is set forth on Schedule 5.153.11) of all significant customers, or Persons that are sources of a significant number of customers, it being understood and agreed that a "significant customer," for purposes of this Section 3.11, means a customer (or Person) (i) all significant customers (i.e., those customers representing five percent (5%) 2% or more of the COMPANYSeller's annual revenues for as of the 12 months ended on the Balance Sheet Date, Initial Disclosure Date or who have paid to the COMPANY $100,000 or more over any four consecutive fiscal quarters in the three years ended on the Balance Sheet Date) and (ii) all contracts requiring payment reasonably expected to represent 2% or performance more of the Seller's revenues during the twelve-month period ending September 30, 1997. Except to the extent set forth on Schedule 3.11, none of the Seller's significant customers (or Persons that are sources of a significant number of customers) has canceled or substantially reduced or, to the knowledge of the Seller, is currently attempting or threatening to cancel a contract or substantially reduce utilization of the services provided by the COMPANY or any COMPANY Subsidiary in an amount or with a value in excess of $10,000 ("Material Contracts") Seller. The Seller has listed on Schedule 3.11 all material contracts, commitments and similar agreements to which the COMPANY or any of its Subsidiaries Seller is a party or by which any of them it or any of their respective its properties are bound (including, but not limited to, any contracts with significant customers, joint venture or partnership agreements, contracts with any labor organizations, loan agreements, indemnity or guaranty agreements, bonds, mortgages, strategic alliances and options to purchase land), leasesother than agreements listed on Schedule 3.6, liens3.10 or 3.12, pledges or other security agreements(x) (a) in existence as of the Balance Sheet Initial Disclosure Date and (by) entered into since the Balance Sheet Initial Disclosure Date, and in each case has have delivered true, complete and correct copies of such agreements to URSI, except that leases set forth on Schedule 5.14 need not be set forth on Schedule 5.15the Purchaser. Except to the extent set forth on Schedule 5.15, (i) none of the COMPANY's (including the COMPANY's Subsidiaries) significant customers The Seller has cancelled or substantially reduced or, to the knowledge of the COMPANY, is currently attempting or threatening to cancel any Material Contract or substantially reduce utilization of the services provided by the COMPANY (including the COMPANY's Subsidiaries), and (ii) the COMPANY and the COMPANY's Subsidiaries have complied with all material commitments and obligations pertaining to any Material Contractit, and are is not in default under any such Material Contract, contract or agreement listed on Schedule 3.11 and no notice of default or termination under any such contract or agreement has been received, and no Stockholder . The Seller has also indicated on Schedule 3.11 a summary description of all plans or any affiliate projects involving the acquisition of any Stockholder is a party to personal property, business or assets requiring, in any such Material Contract. Except as set forth in Schedule 5.15event, the COMPANY and payment of more than $5,000 by the COMPANY's Subsidiaries have not been the subject of any election in respect of union representation of employees and are not bound by or subject to (and none of its respective assets or properties is bound by or subject to) any arrangement with any labor unionSeller. Except as set forth on Schedule 5.153.11, no employees all of the COMPANY or its Subsidiaries contracts, commitments and similar agreements listed on Schedule 3.11 are represented by any labor union or covered by any collective bargaining agreement in full force and no campaign to establish such representation has ever occurred or is effect and constitute valid and binding agreements of the parties (and their successors) thereto in progress. There is no pending or, to the COMPANY's knowledge, threatened labor dispute involving the COMPANY (including the COMPANY's Subsidiaries) and any group of its employees, nor has the COMPANY (including the COMPANY's Subsidiaries) experienced any labor interruptions over the past three years, and the COMPANY considers its relationship accordance with employees to be goodtheir respective terms.

SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. The COMPANY has delivered to URSI Schedule --------------------------------------------------------- 5.15 contains an accurate list (Schedule 5.15) of (i) all significant customers (i.e., those customers representing five percent (5%) or more of the COMPANY's revenues for the 12 twelve months ended on the Balance Sheet Date, or who have paid to the COMPANY $100,000 50,000 or more over any four consecutive fiscal quarters in the three years ended on the Balance Sheet DateDate (collectively, "significant customers") and (ii) all contracts contracts, indentures and other instruments requiring payment or performance by the COMPANY or any COMPANY Subsidiary in an amount or with a value in excess of $10,000 ("Material Contracts") to which the COMPANY or any of its Subsidiaries is a party or by which any of them the COMPANY or any of their its respective properties are bound (including, but not limited to, contracts with significant customers, joint venture or partnership agreements, contracts with any labor organizations, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, leases, liens, pledges or other security agreements) (a) as of the Balance Sheet Date and (b) entered into since the Balance Sheet Date, and in each case has delivered true, complete and correct copies of such agreements to URSIHDS, except that leases set forth on Schedule 5.14 need not be set forth on Schedule 5.15. Except to the extent set forth on Schedule 5.15, (i) none of the COMPANY's (including the COMPANY's Subsidiaries) significant customers has cancelled or substantially reduced or, to the knowledge of the COMPANY, is currently attempting or threatening to cancel any Material Contract or substantially reduce utilization of the services provided by the COMPANY (including the COMPANY's Subsidiaries), and (ii) the COMPANY and the COMPANY's Subsidiaries have complied with all material commitments and obligations pertaining to any Material Contract, and are not in default under any such Material Contract, and no notice of default has been received, and no Stockholder or any affiliate of any Stockholder is a party to any such Material Contract. Except as set forth in Schedule 5.15, the COMPANY and the COMPANY's Subsidiaries have has not been the subject of any election in respect of union representation of employees and are not bound by or subject to (and none of its respective assets or properties is bound by or subject to) any arrangement with any labor union. Except as set forth on Schedule 5.15, no employees of the COMPANY or its Subsidiaries are represented by any labor union or covered by any collective bargaining agreement and no campaign to establish such representation has ever occurred or or, to the knowledge of the COMPANY, is in progress. There is no pending or, to the COMPANY's knowledge, threatened labor dispute involving the COMPANY (including the COMPANY's Subsidiaries) and any group of its employees, nor has the COMPANY (including the COMPANY's Subsidiaries) experienced any labor interruptions over the past three years, and the COMPANY considers its relationship with its respective employees to be good.

SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. The COMPANY has delivered to URSI an MARINEMAX a true, complete and accurate list (which is set forth on Schedule 5.15) of (i) all significant customers current customers, it being understood and agreed that a "significant customer," for purposes of this Section, means a customer (i.e., those customers or person or entity) representing five percent (5%) % or more of the COMPANY's annual revenues for the 12 months ended on as of the Balance Sheet Date, or who have paid . Except to the extent set forth on Schedule 5.15, none of COMPANY's significant current customers have canceled or substantially reduced or, to the best knowledge and belief of COMPANY $100,000 and the STOCKHOLDERS after due inquiry, are currently attempting or more over any four consecutive fiscal quarters in threatening to cancel a contract or substantially reduce utilization of the three years ended services provided by COMPANY. COMPANY has listed on Schedule 5.15 all material contracts, commitments and similar agreements (other than the Balance Sheet Date) and (ii) all customer contracts requiring payment or performance by the COMPANY or any COMPANY Subsidiary in an amount or with a value in excess of $10,000 ("Material Contracts"referred to above) to which the COMPANY or any of its Subsidiaries is a party or by which any of them it or any of their respective its properties are bound (including, but not limited towithout limitation, contracts with significant customers, joint venture or partnership agreements, contracts with any labor organizations, loan agreements, indemnity or guaranty agreements, bonds, mortgages, strategic alliances and options to purchase land), leasesother than agreements listed on Schedule 5.14, liens5.15 or 5.16, pledges or other security agreements) (a) in existence as of the Balance Sheet Date and (b) entered into since the Balance Sheet Date, and in each case has delivered attached a true, complete and correct copies copy of such agreements to URSI, except that leases set forth on Schedule 5.14 need not be set forth on Schedule 5.155.15 hereto. Except to the extent set forth on Schedule 5.15, (i) none of the COMPANY's (including the COMPANY's Subsidiaries) significant customers COMPANY has cancelled or substantially reduced or, to the knowledge of the COMPANY, is currently attempting or threatening to cancel any Material Contract or substantially reduce utilization of the services provided by the COMPANY (including the COMPANY's Subsidiaries), and (ii) the COMPANY and the COMPANY's Subsidiaries have complied with all material commitments and obligations pertaining to any Material Contractit, and are is not in default under any such Material Contract, contracts or agreements listed on Schedule 5.15 and no notice of default under any such contract or agreement has been received, and no Stockholder or any affiliate of any Stockholder is a party to any such Material Contract. Except as set forth in Schedule 5.15, the COMPANY and the COMPANY's Subsidiaries have not been the subject of any election in respect of union representation of employees and are not bound by or subject to (and none of its respective assets or properties is bound by or subject to) any arrangement with any labor union. Except as has also set forth on Schedule 5.155.15 a true, no employees accurate and complete summary description of the COMPANY all plans or its Subsidiaries are represented by any labor union or covered by any collective bargaining agreement and no campaign to establish such representation has ever occurred or is in progress. There is no pending or, to the COMPANY's knowledge, threatened labor dispute projects involving the COMPANY (including opening of new operations, expansion of existing operations, the acquisition of any personal property, business or assets requiring, in any event, the payment of more than $50,000 by COMPANY's Subsidiaries) and any group of its employees, nor has the COMPANY (including the COMPANY's Subsidiaries) experienced any labor interruptions over the past three years, and the COMPANY considers its relationship with employees to be good.

SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. The COMPANY has delivered to URSI SCHEDULE 3.16 contains an accurate list (Schedule 5.15) of (ia) all significant customers (i.e., i.e. those customers representing five percent (5%) % or more of the COMPANYCompany's revenues for the 12 months ended twelve (12) month period ending on the Balance Sheet Date, or who have paid to the COMPANY Company $100,000 25,000 or more over in any of the past four consecutive fiscal quarters in the three years ended on ending prior to the Balance Sheet Date) and (iib) all contracts requiring payment material contracts, commitments, leases, instruments, agreements, licenses or performance by the COMPANY or any COMPANY Subsidiary in an amount or with a value in excess of $10,000 ("Material Contracts") permits to which the COMPANY Company or any of its Subsidiaries Subsidiary is a party or by which any of them it or any of their respective its properties are bound (including, but not limited to, including without limitation contracts with significant customers, joint venture or partnership agreements, contracts with any labor organizations, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, leases, liens, pledges or other security agreements) (ai) as of the Balance Sheet Date and (bii) entered into since the Balance Sheet DateDate (collectively, and in each case the "Material Contracts"). The Company has delivered to ITC true, complete and correct copies of such agreements to URSI, except that leases set forth on Schedule 5.14 need not be set forth on Schedule 5.15the Material Contracts. Except to the extent set forth on Schedule 5.15SCHEDULE 3.16, (ix) none of the COMPANYCompany's (including the COMPANY's Subsidiaries) significant customers has cancelled canceled or substantially reduced or, to the knowledge of the COMPANYCompany, is currently attempting or threatening or planning to cancel any Material Contract or substantially reduce utilization of the services provided by the COMPANY service, (including the COMPANY's Subsidiaries), and (iiy) the COMPANY Company and the COMPANY's Subsidiaries have complied with all of their respective material commitments and obligations pertaining to any Material Contract, and are not in default under any such of the Material Contract, Contracts and no notice of default has been received, received with respect to any thereof and (z) there are no Stockholder Material Contracts that were not negotiated at arm's length with third parties not affiliated with the Company or any affiliate officer, director of the Company. The Company has received no customer complaints concerning its products and/or services, nor has it had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any Stockholder revenue by the Company, which would have a material adverse effect on the business, operations, affairs, prospects, properties, assets, profits or condition (financial or otherwise) of the Company and the Subsidiaries taken as a whole. Each Material Contract is a valid and binding on the Company and is in full force and effect and to the best knowledge of the Company is not subject to any default thereunder by any party obligated to the Company pursuant thereto. The Company has obtained, or will obtain prior to the Closing Date, all necessary consents, waivers and approvals of parties to any Material Contracts that are required in connection with the Merger or any of the other transactions contemplated hereby, or as are required by any governmental agency or other third party or as are advisable in order that any such Material Contract. Except as set forth Contract remain in Schedule 5.15, effect without modification after the COMPANY and Merger or the COMPANY's Subsidiaries have not been the subject consummation of any election in respect such transactions and without giving rise to any right of union representation termination, cancellation or acceleration or loss of employees and any right or benefit ("Company Third Party Consents"). All Company Third Party Consents are not bound by or subject to (and none of its respective assets or properties is bound by or subject to) any arrangement with any labor union. Except as set forth listed on Schedule 5.15, no employees of the COMPANY or its Subsidiaries are represented by any labor union or covered by any collective bargaining agreement and no campaign to establish such representation has ever occurred or is in progress. There is no pending or, to the COMPANY's knowledge, threatened labor dispute involving the COMPANY (including the COMPANY's Subsidiaries) and any group of its employees, nor has the COMPANY (including the COMPANY's Subsidiaries) experienced any labor interruptions over the past three years, and the COMPANY considers its relationship with employees to be goodSCHEDULE 3.16.

SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. The COMPANY has delivered to URSI Schedule --------------------------------------------------------- 5.15 contains an accurate list (Schedule 5.15) of (i) all significant customers (i.e., those customers representing five percent (5%) or more of the COMPANY's revenues for the 12 twelve months ended on the Balance Sheet DateDate (collectively, or who have paid to the COMPANY $100,000 or more over any four consecutive fiscal quarters in the three years ended on the Balance Sheet Date"significant customers") and (ii) except for Material Leases, all contracts contracts, indentures and other instruments requiring payment or performance by the COMPANY or any COMPANY Subsidiary in an amount or with a value in excess of $10,000 25,000 ("Material Contracts") to which the COMPANY or any of its Subsidiaries is a party or by which any of them or any of their respective properties are bound (including, but not limited to, including contracts with significant customers, joint venture or partnership agreements, contracts with any labor organizations, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, leases, liens, pledges or other security agreements) either (a) as of the Balance Sheet Date and or (b) entered into since the Balance Sheet Date, and in each case has delivered true, complete and correct copies of such agreements to URSIHDS, except that leases set forth on Schedule 5.14 need not be set forth on Schedule 5.15. Except to the extent set forth on Schedule 5.15, (i) none of the COMPANY's (including the COMPANY's Subsidiaries) significant customers has cancelled or substantially reduced or, to the knowledge of the COMPANY, is currently attempting or threatening to cancel any Material Contract or substantially reduce utilization of the services provided by the COMPANY (including the COMPANY's Subsidiaries), and (ii) the COMPANY and the COMPANY's Subsidiaries have complied with all material commitments and obligations pertaining to any Material Contract, and are not in default under any such Material Contract, and no notice of default has been received, and no Stockholder or any affiliate of any Stockholder is a party to any such Material Contract. Except as set forth in Schedule 5.15, the COMPANY and the COMPANY's Subsidiaries have not been the subject of any election in respect of union representation of employees and are not bound by or subject to (and none of its respective assets or properties is bound by or subject to) any arrangement with any labor union. Except as set forth on Schedule 5.15, no employees of the COMPANY or its Subsidiaries are represented by any labor union or covered by any collective bargaining agreement and no campaign to establish such representation has ever occurred or or, to the knowledge of the COMPANY, is in progress. There Except as set forth in Schedule 5.15, there is no pending or, to the COMPANY's knowledge, threatened labor dispute involving the COMPANY (including the COMPANY's Subsidiaries) and any group of its employees, nor has the COMPANY (including the COMPANY's Subsidiaries) experienced any labor interruptions over the past three years, and the COMPANY considers its and each of the COMPANY's Subsidiaries' relationship with its respective employees to be good.

SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. The COMPANY has delivered to URSI VESTCOM an accurate list (list, which is set forth on Schedule 5.15) , of (i) all significant customers (i.e., i.e. those customers and persons or entities affiliated with those customers, representing five percent (5%) % or more of the COMPANY's 'S revenues for the 12 months ended on the Balance Sheet Date, or who have paid to the COMPANY $100,000 250,000 or more over any four consecutive fiscal quarters in the three years ended on the Balance Sheet Date) and (ii) all contracts requiring payment or performance by the COMPANY or any COMPANY Subsidiary in an amount or with a value in excess of $10,000 ("Material Contracts") material contracts, commitments and similar agreements to which the COMPANY or any of its Subsidiaries is a party or by which any of them it or any of their respective its properties are bound (bound, including, but not limited to, contracts with significant customers, joint venture or partnership agreements, contracts with any labor organizations, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, leases, liens, pledges or other security agreements, contracts restricting the COMPANY from doing business in any areas or in any way limiting competition, contracts which call for aggregate payments by the COMPANY in excess of $100,000 and which are not terminable without cost or liability on notice of 45 days or less, contracts requiring the COMPANY to perform services for others over a period in excess of 90 days from the date of such contract and all commitments to enter into any such contracts, leases or obligations ("Materials Contracts") (a) as of the Balance Sheet Date and (b) entered into since the Balance Sheet Date, and in each case has delivered true, complete and correct copies of such agreements to URSI, except that leases set forth on Schedule 5.14 need not be set forth on Schedule 5.15VESTCOM. Except to the extent set forth on Schedule 5.15, (i) none of the COMPANY's (including the COMPANY's Subsidiaries) 'S significant customers has cancelled canceled or substantially reduced or, to the knowledge of the COMPANY, is are currently attempting or threatening to cancel any Material Contract or substantially reduce utilization of the services provided by the COMPANY (including the COMPANY's Subsidiaries), and (ii) the COMPANY and the COMPANY's Subsidiaries have has complied with all material commitments and obligations pertaining to any Material Contract, and are not in default under any such Material Contract, and no notice of default has been received, and no Stockholder or any affiliate of any Stockholder is a party to any such Material Contract. Except as set forth in Schedule 5.15, the COMPANY and the COMPANY's Subsidiaries have not been the subject of any election in respect of union representation of employees and are not bound by or subject to (and none of its respective assets or properties is bound by or subject to) any arrangement with any labor union. Except as set forth on Schedule 5.15, no employees of the COMPANY or its Subsidiaries are represented by any labor union or covered by any collective bargaining agreement and no campaign to establish such representation has ever occurred or is in progress. There is no pending or, to the COMPANY's knowledge, threatened labor dispute involving the COMPANY (including the COMPANY's Subsidiaries) and any group of its employees, nor has the COMPANY (including the COMPANY's Subsidiaries) experienced any labor interruptions over the past three years, and the COMPANY considers its relationship with employees to be good.any

SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. The COMPANY has delivered to URSI Schedule --------------------------------------------------------- 5.15 contains an accurate list (Schedule 5.15) of (i) all significant customers (i.e., those customers representing five percent (5%) or more of the COMPANY's revenues for the 12 twelve months ended on the Balance Sheet Date, Date or who have paid to the COMPANY $100,000 50,000 or more over any four consecutive fiscal quarters in the three years ended on the Balance Sheet DateDate (collectively, "significant customers") and (ii) all contracts contracts, indentures and other instruments requiring payment or performance by the COMPANY or any COMPANY Subsidiary in an amount or with a value in excess of $10,000 ("Material Contracts") to which the COMPANY or any of its Subsidiaries is a party or by which any of them or any of their respective properties are bound (including, but not limited to, contracts with significant customers, joint venture or partnership agreements, contracts with any labor organizations, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, leases, liens, pledges or other security agreements) (a) as of the Balance Sheet Date and (b) entered into since the Balance Sheet Date, Date and in each case has delivered true, complete and correct copies of such agreements to URSIHDS, except that leases set forth on Schedule 5.14 need not be set forth on Schedule 5.15. Except to the extent set forth on Schedule 5.15, (i) none of the COMPANY's (including the COMPANY's Subsidiaries) significant customers has cancelled or substantially reduced or, to the knowledge of the COMPANY, is currently attempting or threatening to cancel any Material Contract or substantially reduce utilization of the services provided by the COMPANY (including the COMPANY's Subsidiaries), and (ii) the COMPANY and the COMPANY's Subsidiaries have complied with all material commitments and obligations pertaining to any Material Contract, and are not in default under any such Material Contract, and no notice of default has been received, and no Stockholder or any affiliate of any Stockholder is a party to any such Material Contract. Except as set forth in Schedule 5.15, the COMPANY and the COMPANY's Subsidiaries have has not been the subject of any election in respect of union representation of employees and are not bound by or subject to (and none of its respective assets or properties is bound by or subject to) any arrangement with any labor union. Except as set forth on Schedule 5.15, no employees of the COMPANY or its Subsidiaries are represented by any labor union or covered by any collective bargaining agreement and no campaign to establish such representation has ever occurred or or, to the knowledge of the COMPANY, is in progress. There is no pending or, to the COMPANY's knowledge, threatened labor dispute involving the COMPANY (including the COMPANY's Subsidiaries) and any group of its employees, nor has the COMPANY (including the COMPANY's Subsidiaries) experienced any labor interruptions over the past three years, and the COMPANY considers its relationship with its respective employees to be good.

SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. The COMPANY has delivered to URSI Schedule --------------------------------------------------------- -------- 3.16 contains an accurate list (Schedule 5.15) of (ia) all significant customers of the Company ---- (i.e., those customers representing five percent (5%) % or more of the COMPANYCompany's revenues for the 12 months ended ----- twelve (12) month period ending on the Balance Sheet Date, or who have paid to the COMPANY Company $100,000 25,000 or more over in any of the past four consecutive fiscal quarters in the three years ended on ending prior to the Balance Sheet Date) and (iib) all contracts requiring payment material contracts, commitments, leases, instruments, agreements, licenses or performance by the COMPANY or any COMPANY Subsidiary in an amount or with a value in excess of $10,000 ("Material Contracts") permits to which the COMPANY Company or any of its Subsidiaries Subsidiary is a party or by which any of them it or any of their respective its properties are bound (including, but not limited to, including without limitation contracts with significant customers, joint venture or partnership agreements, contracts with any labor organizations, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, leases, liens, pledges or other security agreements) (ai) as of the Balance Sheet Date and (bii) entered into since the Balance Sheet DateDate (collectively, and in each case the "Material Contracts"). The Company has delivered to Purchaser true, complete and correct copies of such agreements to URSI, except that leases set forth on Schedule 5.14 need not be set forth on Schedule 5.15the Material Contracts. Except to the extent set forth on Schedule 5.15-------- 3.16, (ix) none of the COMPANYCompany's (including the COMPANY's Subsidiaries) significant customers has cancelled canceled or ---- substantially reduced or, to the knowledge of the COMPANYCompany, is currently attempting or threatening or planning to cancel any Material Contract or substantially reduce utilization of the services provided by the COMPANY service, (including the COMPANY's Subsidiaries), and (iiy) the COMPANY Company and the COMPANY's Subsidiaries have complied with all of their respective material commitments and obligations pertaining to any Material Contract, and are not in default under any such of the Material Contract, Contracts and no notice of default has been receivedreceived with respect to any thereof and (z) there are no Material Contracts that were not negotiated at arm's length with third parties not affiliated with the Company or any officer or director of the Company. The Company has received no customer complaints concerning its products and/or services, nor has it had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and no Stockholder those returns that would not result in a reversal of any revenue by the Company, which would have a material adverse effect on the business, operations, affairs, prospects, properties, assets, profits or condition (financial or otherwise) of the Company and the Subsidiaries taken as a whole. Each Material Contract is valid and binding on the Company and is in full force and effect and to the best knowledge of the Company is not subject to any default thereunder by any party obligated to the Company pursuant thereto. The Company has obtained, or will obtain prior to the Closing Date, all necessary consents, waivers and approvals of parties to any Material Contracts that are required in connection with any of the transactions contemplated hereby, or as are required by any governmental agency or other third party or as are advisable in order that any such Material Contract remain in effect without modification after the consummation of any such transactions and without giving rise to any right of termination, cancellation or acceleration or loss of any right or benefit ("Company Third Party Consents"). All Company Third Party Consents are listed on Schedule 3.16. ------------- Each Material Contract (or any other material agreement, document, instrument, or understanding relating to the sale, license, transfer, distribution or development of the Company's products and other Company Intellectual Property Rights to which the Seller or any affiliate or subsidiary of any Stockholder the Seller (other than the Company or Xxxxxxxx Soft-Teach Limited) is a party or has any interest has been validly assigned to the Company pursuant to an Assignment and Assumption Agreement in form and substance acceptable to Purchaser, and such parties have waived or terminated any such Material Contract. Except as set forth in Schedule 5.15, of their respective remaining rights thereunder which would materially interfere with the COMPANY Company's or any other party's operations or performance thereunder (and the COMPANY's Subsidiaries have not been Seller has obtained all required consents from third parties with respect thereto), except with respect to Third Party Obligations and Permitted Distribution Channels as defined in the subject of any election in respect of union representation of employees and are not bound by or subject to (and none of its respective assets or properties is bound by or subject to) any arrangement with any labor union. Except as set forth on Schedule 5.15, no employees of the COMPANY or its Subsidiaries are represented by any labor union or covered by any collective bargaining agreement and no campaign to establish such representation has ever occurred or is in progress. There is no pending or, to the COMPANY's knowledge, threatened labor dispute involving the COMPANY (including the COMPANY's Subsidiaries) and any group of its employees, nor has the COMPANY (including the COMPANY's Subsidiaries) experienced any labor interruptions over the past three years, and the COMPANY considers its relationship with employees to be goodDealer Agreement.

SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. The COMPANY has delivered to URSI Schedule 5.15 hereto contains an accurate list (Schedule 5.15) of (i) all significant customers (i.e., i.e. those customers representing five percent (5%) % or more of the COMPANYAES's revenues for the 12 months ended ending on the Balance Sheet Datedate of the AES Financials, or who have paid to the COMPANY AES $100,000 or more over in any of the past four consecutive fiscal quarters in the three years ended on the Balance Sheet Datequarters) and (ii) all contracts requiring payment material contracts, commitments, leases, instruments, agreements, licenses or performance by the COMPANY permits to which AES or any COMPANY AES Subsidiary in an amount or with a value in excess of $10,000 ("Material Contracts") to which the COMPANY or any of its Subsidiaries is a party or by which any of them it or any of their respective its properties are bound (including, but not limited to, including without limitation contracts with significant customers, joint venture or partnership agreements, contracts with any labor organizations, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, leases, liens, pledges or other security agreements) (ai) as of the Balance Sheet Date date of the AES Financials and (bii) entered into since the Balance Sheet Datedate of the AES Financials (collectively, and in each case has delivered the "AES Material Contracts"). Schedule 5.15 hereto includes true, complete and correct copies of such agreements to URSI, except that leases set forth on Schedule 5.14 need not be set forth on Schedule 5.15the AES Material Contracts. Except to the extent set forth on Schedule 5.155.15 hereto, (i) none of the COMPANYAES's (including the COMPANY's Subsidiaries) significant customers has cancelled have canceled or substantially reduced or, to the knowledge of the COMPANY, is AES are currently attempting or threatening to cancel any Material Contract or substantially reduce utilization of the services provided by the COMPANY (including the COMPANY's Subsidiaries)service, and (ii) the COMPANY AES and the COMPANY's AES Subsidiaries have complied with all of their respective material commitments and obligations pertaining to any Material Contract, and are not in default under any such of the AES Material Contract, Contracts and no notice of default has been received, received with respect to any thereof and (iii) there are no Stockholder AES Material Contracts that were not negotiated at arm's length with third parties not affiliated with AES or any affiliate of any Stockholder officer, director or AES STOCKHOLDER. AES is a party to any such Material Contract. Except as set forth in Schedule 5.15, the COMPANY and the COMPANY's Subsidiaries have not been the subject of any election in respect of union representation of employees and are not bound by or subject to (and none of its respective assets or properties is bound by or subject to) any arrangement with any labor union. Except as set forth on Schedule 5.15, no No employees of the COMPANY AES or its Subsidiaries any AES Subsidiary are represented by any labor union or covered by any collective bargaining agreement and and, to the best of AES's knowledge, no campaign to establish such representation has ever occurred or is in progress. There is no pending or, to the COMPANYbest of AES's knowledge, threatened labor dispute involving the COMPANY (including the COMPANY's Subsidiaries) AES or any AES Subsidiary and any group of its employees, their employees nor has the COMPANY (including the COMPANY's Subsidiaries) AES or any AES Subsidiary experienced any labor interruptions over the past three years, year and the COMPANY AES considers its relationship with its employees to be good.

SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. The COMPANY Seller has delivered to URSI the Purchaser an accurate list (which is set forth on Schedule 5.153.11) of all significant customers, or Persons that are sources of a significant number of customers, it being understood and agreed that a "significant customer," for purposes of this Section 3.11, means a customer (or Person) (i) all significant customers (i.e., those customers representing five percent (5%) 2% or more of the COMPANYSeller's annual revenues for as of the 12 months ended on the Balance Sheet Date, Initial Disclosure Date or who have paid to the COMPANY $100,000 or more over any four consecutive fiscal quarters in the three years ended on the Balance Sheet Date) and (ii) all contracts requiring payment reasonably expected to represent 2% or performance more of the Seller's revenues during the twelve-month period ending September 30, 1997. Except to the extent set forth on Schedule 3.11, none of the Seller's significant customers (or Persons that are sources of a significant number of customers) has canceled or substantially reduced or, to the knowledge of the Seller, is currently attempting or threatening to cancel a contract or substantially reduce utilization of the services provided by the COMPANY or any COMPANY Subsidiary in an amount or with a value in excess of $10,000 ("Material Contracts") Seller. The Seller has listed on Schedule 3.11 all material contracts, commitments and similar agreements to which the COMPANY or any of its Subsidiaries Seller is a party or by which any of them it or any of their respective its properties are bound (including, but not limited to, any contracts with significant customers, joint venture or partnership agreements, contracts with any labor organizations, loan agreements, indemnity or guaranty agreements, bonds, mortgages, strategic alliances and options to purchase land), leasesother than agreements listed on Schedule 3.6, liens3.10 or 3.12, pledges or other security agreements(x) (a) in existence as of the Balance Sheet Initial Disclosure Date and (by) entered into since the Balance Sheet Initial Disclosure Date, and in each case has have delivered true, complete and correct copies of such agreements to URSI, except that leases set forth on Schedule 5.14 need not be set forth on Schedule 5.15the Purchaser. Except to the extent set forth on Schedule 5.15, (i) none of the COMPANY's (including the COMPANY's Subsidiaries) significant customers The Seller has cancelled or substantially reduced or, to the knowledge of the COMPANY, is currently attempting or threatening to cancel any Material Contract or substantially reduce utilization of the services provided by the COMPANY (including the COMPANY's Subsidiaries), and (ii) the COMPANY and the COMPANY's Subsidiaries have complied with all material commitments and obligations pertaining to any Material Contractit, and are is not in default under any such Material Contract, contract or agreement listed on Schedule 3.11 and no notice of default or termination under any such contract or agreement has been received, and no Stockholder . The Seller has also indicated on Schedule 3.11 a summary description of all plans or any affiliate projects involving the acquisition of any Stockholder is a party to personal property, business or assets requiring, in any such Material Contract. Except as set forth in Schedule 5.15event, the COMPANY and payment of more than $2,500 by the COMPANY's Subsidiaries have not been the subject of any election in respect of union representation of employees and are not bound by or subject to (and none of its respective assets or properties is bound by or subject to) any arrangement with any labor unionSeller. Except as set forth on Schedule 5.153.11, no employees all of the COMPANY or its Subsidiaries contracts, commitments and similar agreements listed on Schedule 3.11 are represented by any labor union or covered by any collective bargaining agreement in full force and no campaign to establish such representation has ever occurred or is effect and constitute valid and binding agreements of the parties (and their successors) thereto in progress. There is no pending or, to the COMPANY's knowledge, threatened labor dispute involving the COMPANY (including the COMPANY's Subsidiaries) and any group of its employees, nor has the COMPANY (including the COMPANY's Subsidiaries) experienced any labor interruptions over the past three years, and the COMPANY considers its relationship accordance with employees to be goodtheir respective terms.

SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. The COMPANY has delivered to URSI SCHEDULE A.1.16 hereto contains an accurate list (Schedule 5.15) of (ia) all significant customers (i.e., i.e. those customers representing five percent (5%) % or more of the COMPANYCheMatch's revenues for the 12 months ended ending on the Holdings Balance Sheet Date, or who have paid to the COMPANY CheMatch $100,000 25,000 or more over in any of the past four consecutive fiscal quarters in the three years ended on the Balance Sheet Datequarters) and (iib) all contracts requiring payment material contracts, commitments, leases, instruments, agreements, licenses or performance by the COMPANY or any COMPANY Subsidiary in an amount or with a value in excess of $10,000 ("Material Contracts") permits to which the COMPANY Old DeWixx xx CheMatch is or any of its Subsidiaries is was a party or to or by which any of them it or any of their respective its properties are or were subject or bound (including, but not limited to, including without limitation contracts with significant customers, joint venture or partnership agreements, contracts with any labor organizations, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, leases, liens, pledges or other security agreements) (ai) as of the Holdings Balance Sheet Date and (bii) entered into since the Holdings Balance Sheet DateDate (collectively, and in each case the "Holdings/CheMatch Material Contracts"). Holdings has delivered made available to PetroChemNet on or before the date hereof true, complete and correct copies of such agreements to URSI, except that leases set forth on Schedule 5.14 need not be set forth on Schedule 5.15the Holdings/CheMatch Material Contracts. Except to the extent set forth on Schedule 5.15SCHEDULE A.1.16 hereto, (ix) none of the COMPANYCheMatch's (including the COMPANY's Subsidiaries) significant customers has cancelled have canceled or substantially reduced or, to the knowledge of the COMPANYStockholders, is are currently attempting or threatening to cancel any Material Contract or substantially reduce utilization service or commitments, (y) each of the services provided by the COMPANY (including the COMPANY's Subsidiaries), and (ii) the COMPANY and the COMPANY's Subsidiaries have Old DeWixx xxx CheMatch has complied with all of its material commitments and obligations pertaining to any Material Contract, and are not in default under any such of the Holdings/CheMatch Material Contract, Contracts and no notice of default has been received, received or threatened with respect to any thereof and (z) there are no Stockholder Holdings/CheMatch Material Contracts that were not negotiated at arm's length with third parties not Affiliated with Old DeWixx xx CheMatch or any affiliate of any Stockholder is a party to any such Material Contract. Except as set forth in Schedule 5.15officer, director or Stockholder, other than the COMPANY and the COMPANY's Subsidiaries have not been the subject of any election in respect of union representation of employees and are not bound by or subject to (and none of its respective assets or properties is bound by or subject to) any arrangement with any labor union. Except as set forth on Schedule 5.15, no employees of the COMPANY or its Subsidiaries are represented by any labor union or covered by any collective bargaining agreement and no campaign to establish such representation has ever occurred or is in progress. There is no pending or, to the COMPANY's knowledge, threatened labor dispute involving the COMPANY (including the COMPANY's Subsidiaries) and any group of its employees, nor has the COMPANY (including the COMPANY's Subsidiaries) experienced any labor interruptions over the past three years, and the COMPANY considers its relationship with employees to be goodintercompany transactions between Old DeWixx xxx CheMatch themselves.

SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. The COMPANY has Sellers have delivered to URSI the Purchaser an accurate list (which is set forth on Schedule 5.153.7) of all significant customers, or Persons that are sources of a significant number of customers, it being understood and agreed that a "significant customer," for purposes of this Section 3.7, means a customer (or Person) (i) all significant customers (i.e., those customers representing five percent (5%) 2% or more of the COMPANY's Sellers' annual revenues for the 12 months ended on as of the Balance Sheet Date, Date or who have paid to the COMPANY $100,000 or more over any four consecutive fiscal quarters in the three years ended on the Balance Sheet Date) and (ii) all contracts requiring payment reasonably expected to represent 2% or performance more of the Business' revenues during the twelve-month period ending June 30, 1998. Except to the extent set forth on Schedule 3.7, none of the Business' significant customers (or Persons that are sources of a significant number of customers) has canceled or substantially reduced or, to the knowledge of the Sellers, is currently attempting or threatening to cancel a contract or substantially reduce utilization of the services provided by the COMPANY or any COMPANY Subsidiary in an amount or with a value in excess of $10,000 ("Material Contracts") Business. The Sellers have listed on Schedule 3.7 all material contracts, commitments and similar agreements to which the COMPANY Sellers are a party in connection with the Business or by which the Sellers or any of its Subsidiaries is a party or by which any of them or any of their respective the properties associated with the Business are bound (including, but not limited to, any contracts with significant customers, joint venture or partnership agreements, contracts with any labor organizations, loan agreements, indemnity or guaranty agreements, bonds, mortgages, strategic alliances and options to purchase land), leasesother than agreements listed on Schedule 3.3, liens3.6 or 3.8, pledges or other security agreements(x) (a) in existence as of the Balance Sheet Date and (by) entered into since the Balance Sheet Street Date, and in each case has have delivered true, complete and correct copies of such agreements to URSI, except that leases set forth on Schedule 5.14 need not be set forth on Schedule 5.15the Purchaser. Except to the extent set forth on Schedule 5.15, (i) none of the COMPANY's (including the COMPANY's Subsidiaries) significant customers has cancelled or substantially reduced or, to the knowledge of the COMPANY, is currently attempting or threatening to cancel any Material Contract or substantially reduce utilization of the services provided by the COMPANY (including the COMPANY's Subsidiaries), and (ii) the COMPANY and the COMPANY's Subsidiaries The Sellers have complied with all material commitments and obligations pertaining to any Material Contracteach of them, and are not in default under any such Material Contract, contract or agreement listed on Schedule 3.7 and no notice of default or termination under any such contract or agreement has been received. The Sellers have also indicated on Schedule 3.7 a summary description of all plans or projects, and no Stockholder or any affiliate in connection with the Business, involving the acquisition of any Stockholder is a party to personal property, business or assets requiring, in any such Material Contract. Except as set forth in Schedule 5.15event, the COMPANY and payment of more than $2,500 by the COMPANY's Subsidiaries have not been the subject of any election in respect of union representation of employees and are not bound by or subject to (and none of its respective assets or properties is bound by or subject to) any arrangement with any labor unionSellers. Except as set forth on Schedule 5.153.7, no employees all of the COMPANY or its Subsidiaries contracts, commitments and similar agreements listed on Schedule 3.7 are represented by any labor union or covered by any collective bargaining agreement in full force and no campaign to establish such representation has ever occurred or is effect and constitute valid and binding agreements of the parties (and their successors) thereto in progress. There is no pending or, to the COMPANY's knowledge, threatened labor dispute involving the COMPANY (including the COMPANY's Subsidiaries) and any group of its employees, nor has the COMPANY (including the COMPANY's Subsidiaries) experienced any labor interruptions over the past three years, and the COMPANY considers its relationship accordance with employees to be goodtheir respective terms.