Common use of Certain Contracts Clause in Contracts

Certain Contracts. Except as set forth in the HealthWatch Filed SEC Documents, neither HealthWatch nor any of its subsidiaries is a party to or bound by (i) any "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (ii) any non-competition agreement or any other agreement or obligation which purports to limit in any material respect the manner in which, or the localities in which, all or any material portion of the business of HealthWatch and its subsidiaries (including, for purposes of this Section 3.1(p), Halis and its subsidiaries, assuming the Merger has taken place), taken as a whole, is or would be conducted, (iii) any exclusive supply or purchase contracts or any exclusive requirements contracts or (iv) any contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) and (ii) being referred to herein as "HealthWatch Material Contracts"). HealthWatch has delivered to Halis or provided to Halis for review, prior to the execution of this Agreement, complete and correct copies of all HealthWatch Material Contracts not filed as exhibits to the HealthWatch Filed SEC Documents. Each HealthWatch Material Contract is valid and binding on HealthWatch (or, to the extent a HealthWatch subsidiary is a party, such subsidiary) and is in full force and effect, and HealthWatch and each HealthWatch subsidiary have in all material respects performed all obligations required to be performed by them to date under each HealthWatch Material Contract, except where such noncompliance, individually or in the aggregate, would not have a material adverse effect on HealthWatch. Neither HealthWatch nor any HealthWatch subsidiary knows of, or has received notice of, any violation or default under (nor, to the knowledge of HealthWatch, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any HealthWatch Material Contract.

Certain Contracts. (a) Except as set forth in the HealthWatch Filed SEC Documentsexhibit index for Huntington’s Annual Report on Form 10-K for the year ended December 31, 2005 or as permitted pursuant to Section 5.3 hereof or as set forth on Section 4.14 of Huntington Disclosure Schedule, neither HealthWatch Huntington nor any of its subsidiaries Subsidiaries is a party to or bound by (i) any "Instruments of Indebtedness by Huntington or any of its Subsidiaries in an amount in excess in the aggregate of $50,000,000, other than those having a term of 30 days or less and other than deposit liabilities (collectively, “Huntington Instruments of Indebtedness”), (ii) any “material contract" ” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iiiii) any non-competition agreement or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict in any material respect (A) the ability of Huntington or its Subsidiaries to solicit customers or (B) the manner in which, or the localities in which, all or any material portion of the business of HealthWatch Huntington and its subsidiaries (includingSubsidiaries or, for purposes following consummation of the transactions contemplated by this Section 3.1(p)Agreement, Halis Sky and its subsidiaries, assuming the Merger has taken place), taken as a wholeSubsidiaries, is or would be conducted, (iiiiv) any exclusive supply contract or purchase contracts agreement providing for any payments that are conditioned, in whole or in part, on a change of control of Huntington or any exclusive requirements contracts or of its Subsidiaries, (ivv) any collective bargaining agreement, and (vi) any contract or other agreement not made in the ordinary course of business which (A) is material to Huntington and its Subsidiaries taken as a whole or (B) which would prohibit or reasonably be expected to materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all the agreements, contracts and obligations of the type described in clauses (i) and through (iivi) being referred to herein as "HealthWatch “Huntington Material Contracts"”). HealthWatch has delivered to Halis There are no provisions in any Huntington Instrument of Indebtedness that provide any restrictions on the repayment of the outstanding Indebtedness thereunder, or provided to Halis for review, that require that any financial payment (other than payment of outstanding principal and accrued interest) be made in the event of the repayment of the outstanding Indebtedness thereunder prior to the execution of this Agreement, complete and correct copies of all HealthWatch Material Contracts not filed as exhibits to the HealthWatch Filed SEC Documents. Each HealthWatch Material Contract is valid and binding on HealthWatch (or, to the extent a HealthWatch subsidiary is a party, such subsidiary) and is in full force and effect, and HealthWatch and each HealthWatch subsidiary have in all material respects performed all obligations required to be performed by them to date under each HealthWatch Material Contract, except where such noncompliance, individually or in the aggregate, would not have a material adverse effect on HealthWatch. Neither HealthWatch nor any HealthWatch subsidiary knows of, or has received notice of, any violation or default under (nor, to the knowledge of HealthWatch, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any HealthWatch Material Contractexpiration.

Certain Contracts. Except as set forth in the HealthWatch JPFI Filed SEC Documents, neither HealthWatch JPFI nor any of its subsidiaries is a party to or bound by (i) any "material contract" (as such term is defined in Item item 601(b)(10) of Regulation S-K of the SEC), (ii) any non-competition agreement or any other agreement or obligation which purports to limit in any material respect the manner in which, or the localities in which, all or any material portion of the business of HealthWatch JPFI and its subsidiaries (including, for purposes of this Section 3.1(p), Halis including RSI and its subsidiaries, assuming the Merger has had taken place), taken as a whole, is or would be conducted, (iii) any exclusive supply or purchase contracts or any exclusive requirements contracts or (iv) any contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) and (ii) being referred to herein as "HealthWatch JPFI Material Contracts"). HealthWatch JPFI has delivered to Halis or provided to Halis for reviewRSI, prior to the execution of this Agreement, complete and correct copies of all HealthWatch JPFI Material Contracts not filed as exhibits to the HealthWatch JPFI Filed SEC Documents. Each HealthWatch JPFI Material Contract is valid and binding on HealthWatch JPFI (or, to the extent a HealthWatch JPFI subsidiary is a party, such subsidiary) and is in full force and effect, and HealthWatch JPFI and each HealthWatch JPFI subsidiary have in all material respects performed all obligations required to be performed by them to date under each HealthWatch JPFI Material Contract, except where such noncompliance, individually or in the aggregate, would not have a material adverse effect on HealthWatchJPFI. Neither HealthWatch JPFI nor any HealthWatch JPFI subsidiary knows of, or has received notice of, any violation or default under (nor, to the knowledge of HealthWatchJPFI, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any HealthWatch JPFI Material Contract.

Certain Contracts. Section 4.19(a) of the Seller Disclosure Letter sets forth the Acquired Contracts as of the date hereof that contain commitments by Sellers or the Acquired Subsidiaries for capital expenditures in excess of $50,000 per Acquired Contract. The exclusivity and non-competition restrictions set forth in the agreement set forth on Section 4.19(b) of the Seller Disclosure Letter have ceased to apply in accordance with the terms of such agreement. There are no Contracts that are exclusively used or held for use in the Business, other than the Acquired Contracts. Assuming due authorization, execution and delivery by each counterparty thereto, each Acquired Contract is the legal, valid and binding obligation of a Seller, an Affiliate of Seller or Acquired Subsidiary, as the case may be, that is a party thereto and, to the Knowledge of Sellers, of each other party thereto, enforceable in accordance with its terms subject to the Enforceability Exceptions. Except as set forth in Section 4.19(c) of the HealthWatch Filed SEC DocumentsSeller Disclosure Letter, neither HealthWatch nor no Seller, any Affiliate of its subsidiaries Sellers or any Acquired Subsidiary, as the case may be, that is a party to or bound by (i) any "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (ii) any non-competition agreement or any other agreement or obligation which purports to limit in any material respect the manner in which, or the localities in which, all or any material portion of the business of HealthWatch and its subsidiaries (including, for purposes of this Section 3.1(p), Halis and its subsidiaries, assuming the Merger has taken place), taken as a whole, is or would be conducted, (iii) any exclusive supply or purchase contracts or any exclusive requirements contracts or (iv) any contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) and (ii) being referred to herein as "HealthWatch Material Contracts"). HealthWatch has delivered to Halis or provided to Halis for review, prior to the execution of this Agreement, complete and correct copies of all HealthWatch Material Contracts not filed as exhibits to the HealthWatch Filed SEC Documents. Each HealthWatch Material Contract is valid and binding on HealthWatch (or, to the extent a HealthWatch subsidiary is a party, such subsidiary) and is in full force and effect, and HealthWatch and each HealthWatch subsidiary have in all material respects performed all obligations required to be performed by them to date under each HealthWatch Material Contract, except where such noncompliance, individually or in the aggregate, would not have a material adverse effect on HealthWatch. Neither HealthWatch nor any HealthWatch subsidiary knows of, or has received notice of, any violation or default under (thereto nor, to the knowledge Knowledge of HealthWatchSellers, does there exist any other party, is in material violation or default of any term of any such agreement, and no condition or event exists which with the passage of time or the giving of notice or the passage of time, or both would result in such constitute a material violation or default under) by a Seller, such Affiliate or any HealthWatch Material Acquired Subsidiary, as the case may be, or, to the Knowledge of Sellers, any other party thereto or permit the termination, modification, cancellation or acceleration of performance of the obligations of a Seller, such Affiliate or any Acquired Subsidiary, as the case may be, or, to the Knowledge of Sellers, any other party to the Acquired Contract, or the creation of any Lien upon any of the Acquired Assets. True and complete copies of each Acquired Contract in effect as of the date hereof have been made available to Purchaser in the Project Edison virtual data room as of March 28, 2013.

Certain Contracts. Except for this Agreement, as set forth in of the HealthWatch Filed SEC Documentsdate of this Agreement, neither HealthWatch Orion nor any of its subsidiaries is a party to or bound by (i) any "“material contract" ” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (ii) any contract relating to indebtedness for borrowed money in excess of $500,000,000 or any guarantee thereof, or (iii) any non-competition agreement or any other agreement or obligation which purports to limit in any material respect the manner in which, or the localities in which, all or any material portion of the business businesses of HealthWatch Orion and its subsidiaries (including, for purposes of this Section 3.1(p4.1(p), Halis HoldCo and its subsidiaries, assuming the Merger has Mergers have taken place), taken as a whole, is or would be conducted, (iii) any exclusive supply or purchase contracts or any exclusive requirements contracts or (iv) any contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement conducted (all contracts of the type types described in clauses (i) and through (ii) being referred to herein as "HealthWatch iii), collectively, the “Orion Material Contracts"”). HealthWatch Orion has delivered or made available to Halis or provided to Halis for reviewDiamond, prior to the execution date of this Agreement, true and complete and correct copies of all HealthWatch Orion Material Contracts that exist as of the date of this Agreement and have not been filed as exhibits to the HealthWatch Orion Filed SEC Documents. Each HealthWatch Orion Material Contract is valid and binding on HealthWatch Orion (or, to the extent a HealthWatch subsidiary of Orion is a party, such subsidiary) and is in full force and effect, effect (subject to the Enforceability Exceptions) and HealthWatch Orion and each HealthWatch subsidiary of Orion have in all material respects performed all obligations required to be performed by them to date under each HealthWatch Orion Material Contract, except where such noncompliance, individually or in the aggregate, would not reasonably be expected to have a material adverse effect Material Adverse Effect on HealthWatchOrion. Neither HealthWatch Orion nor any HealthWatch subsidiary knows of its subsidiaries has knowledge of, or has received written notice of, any violation or default under (nor, to the knowledge of HealthWatchOrion, does there exist any condition which that with the passage of time or the giving of notice or both would result in such a violation or default under) any HealthWatch Orion Material Contract. To the knowledge of Orion, no other party to any Orion Material Contract is in breach of or default under the terms of any Orion Material Contract where such default has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Orion.

Certain Contracts. Except as set forth in the HealthWatch RSI Filed SEC Documents, neither HealthWatch RSI nor any of its subsidiaries is a party to or bound by (i) any "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (ii) any non-competition agreement or any other agreement or obligation which purports to limit in any material respect the manner in which, or the localities in which, all or any material portion of the business of HealthWatch RSI and its subsidiaries (including, for purposes of this Section 3.1(p3.1(s), Halis JPFI and its subsidiaries, assuming the Merger has taken place), taken as a whole, is or would be conducted, (iii) any exclusive supply or purchase contracts or any exclusive requirements contracts or (iv) any contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) and (ii) being referred to herein as "HealthWatch RSI Material Contracts"). HealthWatch RSI has delivered to Halis or provided to Halis for reviewJPFI, prior to the execution of this Agreement, complete and correct copies of all HealthWatch RSI Material Contracts not filed as exhibits to the HealthWatch RSI Filed SEC Documents. Each HealthWatch RSI Material Contract is valid and binding on HealthWatch RSI (or, to the extent a HealthWatch RSI subsidiary is a party, such subsidiary) and is in full force and effect, and HealthWatch RSI and each HealthWatch RSI subsidiary have in all material respects performed all obligations required to be performed by them to date under each HealthWatch RSI Material Contract, except where such noncompliance, individually or in the aggregate, would not have a material adverse effect on HealthWatchRSI. Neither HealthWatch RSI nor any HealthWatch RSI subsidiary knows of, or has received notice of, any violation or default under (nor, to the knowledge of HealthWatchRSI, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any HealthWatch RSI Material Contract.

Certain Contracts. Except for this Agreement, as set forth in of the HealthWatch Filed SEC Documentsdate of this Agreement, neither HealthWatch UTC RemainCo nor any of its subsidiaries is a party to or bound by (i) any "“material contract" ” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), excluding any UTC RemainCo Benefit Plan, (ii) any contract relating to indebtedness for borrowed money in excess of $1,000,000,000 or (iii) any non-competition agreement or any other agreement or obligation which purports to limit in any material respect that limits the manner in which, or which the localities in which, all or any material portion businesses of the business of HealthWatch UTC RemainCo and its subsidiaries (including, for purposes of this Section 3.1(p), Halis and its subsidiaries, assuming the Merger has taken place), taken as a whole, is or would be conducted, in each case that (iiiA) any exclusive supply or purchase contracts or any exclusive requirements contracts or is outside the ordinary course of business consistent with past practice and (ivB) any contract or other agreement which would prohibit or would, after giving effect to the Merger, materially delay impact the consummation businesses and activities of the Merger or any of the transactions contemplated by this Agreement UTC RemainCo and its subsidiaries, taken as a whole (all contracts of the type types described in clauses (i) and through (ii) being referred to herein as "HealthWatch iii), collectively, the “UTC Material Contracts"”). HealthWatch has delivered to Halis or provided to Halis for review, prior to the execution of this Agreement, complete and correct copies of all HealthWatch Material Contracts not filed as exhibits to the HealthWatch Filed SEC Documents. Each HealthWatch UTC Material Contract is valid and binding on HealthWatch UTC RemainCo (or, to the extent a HealthWatch subsidiary of UTC RemainCo is a party, such subsidiary) and is in full force and effecteffect (subject to the Enforceability Exceptions), and HealthWatch UTC RemainCo and each HealthWatch subsidiary of UTC RemainCo have in all material respects performed all obligations required to be performed by them to date under each HealthWatch UTC Material Contract, except where such noncompliance, individually or in the aggregate, would not reasonably be expected to have a material adverse effect Material Adverse Effect on HealthWatchUTC. Neither HealthWatch UTC RemainCo nor any HealthWatch subsidiary knows of its subsidiaries has knowledge of, or has received written notice of, any violation or default under (nor, to the knowledge of HealthWatchUTC, does there exist any condition which that with the passage of time or the giving of notice or both would result in such a violation or default underdefault) under any HealthWatch UTC Material Contract, in each case that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on UTC. To the knowledge of UTC, no other party to any UTC Material Contract is in breach of or default under the terms of any UTC Material Contract where such default would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on UTC.

Certain Contracts. Except for this Agreement, as set forth in of the HealthWatch Filed SEC Documentsdate of this Agreement, neither HealthWatch Raytheon nor any of its subsidiaries is a party to or bound by (i) any "“material contract" ” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), excluding any Raytheon Benefit Plan, (ii) any contract relating to indebtedness for borrowed money in excess of $1,000,000,000 or (iii) any non-competition agreement or any other agreement or obligation which purports to limit in any material respect that limits the manner in which, or which the localities in which, all or any material portion businesses of the business of HealthWatch Raytheon and its subsidiaries (including, for purposes of this Section 3.1(p), Halis and its subsidiaries, assuming the Merger has taken place), taken as a whole, is or would be conducted, in each case that (iiiA) any exclusive supply or purchase contracts or any exclusive requirements contracts or is outside the ordinary course of business consistent with past practice and (ivB) any contract or other agreement which would prohibit or would, after giving effect to the Merger, materially delay impact the consummation businesses and activities of the Merger or any of the transactions contemplated by this Agreement UTC RemainCo and its subsidiaries, taken as a whole (all contracts of the type types described in clauses (i) and through (ii) being referred to herein as "HealthWatch iii), collectively, the “Raytheon Material Contracts"”). HealthWatch has delivered to Halis or provided to Halis for review, prior to the execution of this Agreement, complete and correct copies of all HealthWatch Material Contracts not filed as exhibits to the HealthWatch Filed SEC Documents. Each HealthWatch Raytheon Material Contract is valid and binding on HealthWatch Raytheon (or, to the extent a HealthWatch subsidiary of Raytheon is a party, such subsidiary) and is in full force and effecteffect (subject to the Enforceability Exceptions), and HealthWatch Raytheon and each HealthWatch subsidiary of Raytheon have in all material respects performed all obligations required to be performed by them to date under each HealthWatch Raytheon Material Contract, except where such noncompliance, individually or in the aggregate, would not reasonably be expected to have a material adverse effect Material Adverse Effect on HealthWatchRaytheon. Neither HealthWatch Raytheon nor any HealthWatch subsidiary knows of its subsidiaries has knowledge of, or has received written notice of, any violation or default under (nor, to the knowledge of HealthWatchRaytheon, does there exist any condition which that with the passage of time or the giving of notice or both would result in such a violation or default underdefault) under any HealthWatch Raytheon Material Contract, in each case that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Raytheon. To the knowledge of Raytheon, no other party to any Raytheon Material Contract is in breach of or default under the terms of any Raytheon Material Contract where such default would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Raytheon.

Certain Contracts. Except as set forth in the HealthWatch Halis Filed SEC DocumentsDocuments or listed in Section 3.2(p) of the Halis Disclosure Schedule, neither HealthWatch Halis nor any of its subsidiaries is a party to or bound by (i) any "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (ii) any non-competition agreement or any other agreement or obligation which purports to limit in any material respect the manner in which, or the localities in which, all or any material portion of the business of HealthWatch Halis and its subsidiaries (including, for purposes of this Section 3.1(p3.2(p), Halis HealthWatch and its subsidiaries, assuming the Merger has taken place), taken as a whole, is or would be conducted, (iii) any exclusive supply or purchase contracts or any exclusive requirements contracts or (iv) any contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) and (ii) being referred to herein as "HealthWatch Halis Material Contracts"). HealthWatch Halis has delivered to Halis HealthWatch or provided made available to Halis HealthWatch for review, prior to the execution of this Agreement, complete and correct copies of all HealthWatch Halis Material Contracts not filed as exhibits to the HealthWatch Halis Filed SEC Documents. Each HealthWatch Halis Material Contract is valid and binding on HealthWatch Halis (or, to the extent a HealthWatch Halis subsidiary is a party, such subsidiary) and is in full force and effect, and HealthWatch Halis and each HealthWatch Halis subsidiary have in all material respects performed all obligations required to be performed by them to date under each HealthWatch Halis Material Contract, except where such noncompliance, individually or in the aggregate, would not have a material adverse effect on HealthWatchHalis. Neither HealthWatch Halis nor any HealthWatch Halis subsidiary knows of, or has received notice of, any violation or default under (nor, to the knowledge of HealthWatchHalis, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any HealthWatch Halis Material Contract.

Certain Contracts. Except as set forth in As of the HealthWatch Filed SEC Documentsdate of this Agreement, neither HealthWatch Starwood nor any of its subsidiaries is a party to or bound by (i) any "“material contract" ” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (ii) any contract relating to indebtedness for borrowed money in excess of $100,000,000 or any guarantee thereof (other than intercompany indebtedness) or (iii) any non-competition agreement, any agreement that grants the other party or any third person exclusivity or “most favored nation” status or any other agreement or obligation (in each case other than brand-specific radius restrictions in management or franchise agreements entered into in the ordinary course of business and other than any Venus Documents) which purports to limit in any material respect the manner in which, or the localities in which, all or any material portion the businesses of the business of HealthWatch Starwood and its subsidiaries subsidiaries, taken as a whole (includingor, for purposes of this Section 3.1(p3.1(o), Halis Marriott and its subsidiaries, assuming the Merger has taken place), taken as a whole, assuming the Combination Transactions have taken place), is or would be conducted, (iii) any exclusive supply or purchase contracts or any exclusive requirements contracts or (iv) any contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement conducted (all contracts of the type types described in clauses (i) and through (ii) being referred to herein as "HealthWatch iii), collectively, the “Starwood Material Contracts"”). HealthWatch Starwood has delivered or made available to Halis or provided to Halis for reviewMarriott, prior to the execution of this Agreement, true and complete and correct copies of all HealthWatch Starwood Material Contracts not filed as exhibits to the HealthWatch Starwood Filed SEC Documents. Each HealthWatch Starwood Material Contract is valid and binding on HealthWatch Starwood (or, to the extent a HealthWatch subsidiary of Starwood is a party, such subsidiary) and is in full force and effect, and HealthWatch Starwood and each HealthWatch subsidiary of Starwood have in all material respects performed all obligations required to be performed by them to date under each HealthWatch Starwood Material Contract, except where such noncompliance, individually or in the aggregate, would not reasonably be expected to have a material adverse effect Material Adverse Effect on HealthWatchStarwood. Neither HealthWatch Starwood nor any HealthWatch subsidiary knows of its subsidiaries has knowledge of, or has received written notice of, any violation or default under (nor, to the knowledge of HealthWatchStarwood, does there exist any condition which that with the passage of time or the giving of notice or both would result in such a violation or default under) any HealthWatch Starwood Material Contract. To the knowledge of Starwood, no other party to any Starwood Material Contract is in breach of or default under the terms of any Starwood Material Contract where such default has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Starwood.

Certain Contracts. (a) Except as set forth in the HealthWatch Filed SEC Documentsexhibit index for Sky’s Annual Report on Form 10-K for the year ended December 31, 2005 or as permitted pursuant to Section 5.2 hereof or as set forth on Section 3.14 of Sky Disclosure Schedule, neither HealthWatch Sky nor any of its subsidiaries Subsidiaries is a party to or bound by (i) any "agreement relating to the incurring of Indebtedness (as defined below) by Sky or any of its Subsidiaries in an amount in excess in the aggregate of $20,000,000, other than those having a term of 30 days or less and other than deposit liabilities (collectively, “Sky Instruments of Indebtedness”), (ii) any “material contract" ” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iiiii) any non-competition agreement or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict in any material respect (A) the ability of Sky or its Subsidiaries to solicit customers or (B) the manner in which, or the localities in which, all or any material portion of the business of HealthWatch Sky and its subsidiaries (includingSubsidiaries or, for purposes following consummation of the transactions contemplated by this Section 3.1(p)Agreement, Halis Huntington and its subsidiaries, assuming the Merger has taken place), taken as a wholeSubsidiaries, is or would be conducted, (iiiiv) any exclusive supply contract or purchase contracts agreement providing for any payments that are conditioned, in whole or in part, on a change of control of Sky or any exclusive requirements contracts of its Subsidiaries, (v) any collective bargaining agreement, (vi) any agreement providing for the indemnification by Sky or a Subsidiary of Sky of any Person other than customary agreements with directors or officers of Sky and other than with vendors providing goods or services to Sky or its Subsidiaries where the potential indemnity obligations thereunder are not reasonably expected to be material to Sky, (ivvii) any joint venture or partnership agreement material to Sky, (viii) 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 Sky or any of its Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any assets or business, (ix) any employment agreement with, or any agreement or arrangement that contains any severance pay or post-employment liabilities or obligations to, any current or former director, officer or employee of Sky or its Subsidiaries, (x) any material agreement regarding any agent bank or other similar relationships with respect to lines of business, (xi) any material agreement that contains a “most favored nation” clause or other term providing preferential pricing or treatment to a third party, (xii) any agreement material to Sky 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, whether Sky or its Subsidiary is the licensee or licensor thereunder, (xiii) any agreement pursuant to which Sky or any of its Subsidiaries leases real property, (xiv) any contract or agreement material to Sky and its Subsidiaries taken as a whole providing for the outsourcing or provision of servicing of customers, technology or product offerings of Sky or its Subsidiaries, and (xv) any contract or other agreement not made in the ordinary course of business which (A) is material to Sky and its Subsidiaries taken as a whole or (B) which would prohibit or reasonably be expected to materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all the agreements, contracts and obligations of the type described in clauses (i) and through (iixv) being referred to herein as "HealthWatch “Sky Material Contracts"”). HealthWatch has delivered to Halis or provided to Halis for review, prior to the execution of this Agreement, complete and correct copies of all HealthWatch Material Contracts not filed as exhibits to the HealthWatch Filed SEC Documents. Each HealthWatch Material Contract is valid and binding on HealthWatch (or, to the extent a HealthWatch subsidiary is a party, such subsidiary) and is in full force and effect, and HealthWatch and each HealthWatch subsidiary have in all material respects performed all obligations required to be performed by them to date under each HealthWatch Material Contract, except where such noncompliance, individually or in the aggregate, would not have a material adverse effect on HealthWatch. Neither HealthWatch nor any HealthWatch subsidiary knows of, or has received notice of, any violation or default under (nor, to the knowledge of HealthWatch, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any HealthWatch Material Contract.

Certain Contracts. Except as set forth in As of the HealthWatch Filed SEC Documentsdate of this Agreement, neither HealthWatch Marriott nor any of its subsidiaries is a party to or bound by (i) any "“material contract" ” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (ii) any contract relating to indebtedness for borrowed money in excess of $100,000,000 or any guarantee thereof (other than intercompany indebtedness) or (iii) any non-competition agreement, any agreement that grants the other party or any third person exclusivity or “most favored nation” status or any other agreement or obligation (in each case other than brand-specific radius restrictions in management or franchise agreements entered into in the ordinary course of business) which purports to limit in any material respect the manner in which, or the localities in which, all or any material portion the businesses of the business of HealthWatch and its subsidiaries (including, for purposes of this Section 3.1(p), Halis Marriott and its subsidiaries, assuming the Merger has taken place), taken as a whole, is or would be conducted, (iii) any exclusive supply or purchase contracts or any exclusive requirements contracts or (iv) any contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement conducted (all contracts of the type types described in clauses (i) and through (ii) being referred to herein as "HealthWatch iii), collectively, the “Marriott Material Contracts"”). HealthWatch Marriott has delivered or made available to Halis or provided to Halis for reviewStarwood, prior to the execution of this Agreement, true and complete and correct copies of all HealthWatch Marriott Material Contracts not filed as exhibits to the HealthWatch Marriott Filed SEC Documents. Each HealthWatch Marriott Material Contract is valid and binding on HealthWatch Marriott (or, to the extent a HealthWatch subsidiary of Marriott is a party, such subsidiary) and is in full force and effect, and HealthWatch Marriott and each HealthWatch subsidiary of Marriott have in all material respects performed all obligations required to be performed by them to date under each HealthWatch Marriott Material Contract, except where such noncompliance, individually or in the aggregate, would not reasonably be expected to have a material adverse effect Material Adverse Effect on HealthWatchMarriott. Neither HealthWatch Marriott nor any HealthWatch subsidiary knows of its subsidiaries has knowledge of, or has received written notice of, any violation or default under (nor, to the knowledge of HealthWatchMarriott, does there exist any condition which that with the passage of time or the giving of notice or both would result in such a violation or default under) any HealthWatch Marriott Material Contract. To the knowledge of Marriott, no other party to any Marriott Material Contract is in breach of or default under the terms of any Marriott Material Contract where such default has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Marriott.

Certain Contracts. Except for this Agreement, as set forth in of the HealthWatch Filed SEC Documentsdate of this Agreement, neither HealthWatch Diamond nor any of its subsidiaries is a party to or bound by (i) any "“material contract" ” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (ii) any contract relating to indebtedness for borrowed money in excess of $500,000,000 or any guarantee thereof, or (iii) any non-competition agreement or any other agreement or obligation which purports to limit in any material respect the manner in which, or the localities in which, all or any material portion of the business businesses of HealthWatch Diamond and its subsidiaries (including, for purposes of this Section 3.1(p4.2(p), Halis HoldCo and its subsidiaries, assuming the Merger has Mergers have taken place), taken as a whole, is or would be conducted, (iii) any exclusive supply or purchase contracts or any exclusive requirements contracts or (iv) any contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement conducted (all contracts of the type types described in clauses (i) and through (ii) being referred to herein as "HealthWatch iii), collectively, the “Diamond Material Contracts"”). HealthWatch Diamond has delivered or made available to Halis or provided to Halis for reviewOrion, prior to the execution date of this Agreement, true and complete and correct copies of all HealthWatch Diamond Material Contracts that exist as of the date of this Agreement and have not been filed as exhibits to the HealthWatch Diamond Filed SEC Documents. Each HealthWatch Diamond Material Contract is valid and binding on HealthWatch Diamond (or, to the extent a HealthWatch subsidiary of Diamond is a party, such subsidiary) and is in full force and effecteffect (subject to the Enforceability Exceptions), and HealthWatch Diamond and each HealthWatch subsidiary of Diamond have in all material respects performed all obligations required to be performed by them to date under each HealthWatch Diamond Material Contract, except where such noncompliance, individually or in the aggregate, would not reasonably be expected to have a material adverse effect Material Adverse Effect on HealthWatchDiamond. Neither HealthWatch Diamond nor any HealthWatch subsidiary knows of its subsidiaries has knowledge of, or has received written notice of, any violation or default under (nor, to the knowledge of HealthWatchDiamond, does there exist any condition which that with the passage of time or the giving of notice or both would result in such a violation or default under) any HealthWatch Diamond Material Contract. To the knowledge of Diamond, no other party to any Diamond Material Contract is in breach of or default under the terms of any Diamond Material Contract where such default has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Diamond.

Certain Contracts. Except as set forth in As of the HealthWatch Filed SEC Documentsdate of this Agreement, neither HealthWatch RockTenn nor any of its subsidiaries is a party to or bound by (i) any "“material contract" ” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (ii) any contract relating to indebtedness for borrowed money in excess of $100,000,000 or any guarantee thereof or (iii) any non-competition agreement or any other agreement or obligation which purports to limit in any material respect the manner in which, or the localities in which, all or any material portion of the business businesses of HealthWatch RockTenn and its subsidiaries (including, for purposes of this Section 3.1(p4.2(p), Halis TopCo and its subsidiaries, assuming the Merger has Mergers have taken place), taken as a whole, is or would be conducted, (iii) any exclusive supply or purchase contracts or any exclusive requirements contracts or (iv) any contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement conducted (all contracts of the type types described in clauses (i) and through (ii) being referred to herein as "HealthWatch iii), collectively, the “RockTenn Material Contracts"”). HealthWatch RockTenn has delivered or made available to Halis or provided to Halis for reviewMWV, prior to the execution of this Agreement, true and complete and correct copies of all HealthWatch RockTenn Material Contracts not filed as exhibits to the HealthWatch RockTenn Filed SEC Documents. Each HealthWatch RockTenn Material Contract is valid and binding on HealthWatch RockTenn (or, to the extent a HealthWatch subsidiary of RockTenn is a party, such subsidiary) and is in full force and effect, and HealthWatch RockTenn and each HealthWatch subsidiary of RockTenn have in all material respects performed all obligations required to be performed by them to date under each HealthWatch RockTenn Material Contract, except where such noncompliance, individually or in the aggregate, would not reasonably be expected to have a material adverse effect Material Adverse Effect on HealthWatchRockTenn. Neither HealthWatch RockTenn nor any HealthWatch subsidiary knows of its subsidiaries has knowledge of, or has received written notice of, any violation or default under (nor, to the knowledge of HealthWatchRockTenn, does there exist any condition which that with the passage of time or the giving of notice or both would result in such a violation or default under) any HealthWatch RockTenn Material Contract. To the knowledge of MWV, no other party to any RockTenn Material Contract is in breach of or default under the terms of any RockTenn Material Contract where such default has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on RockTenn.

Certain Contracts. Except as set forth in As of the HealthWatch Filed SEC Documentsdate of this Agreement, neither HealthWatch MWV nor any of its subsidiaries is a party to or bound by (i) any "“material contract" ” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (ii) any contract relating to indebtedness for borrowed money in excess of $100,000,000 or any guarantee thereof or (iii) any non-competition agreement or any other agreement or obligation which purports to limit in any material respect the manner in which, or the localities in which, all or any material portion of the business businesses of HealthWatch MWV and its subsidiaries (including, for purposes of this Section 3.1(p4.1(p), Halis TopCo and its subsidiaries, assuming the Merger has Mergers have taken place), taken as a whole, is or would be conducted, (iii) any exclusive supply or purchase contracts or any exclusive requirements contracts or (iv) any contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement conducted (all contracts of the type types described in clauses (i) and through (ii) being referred to herein as "HealthWatch iii), collectively, the “MWV Material Contracts"”). HealthWatch MWV has delivered or made available to Halis or provided to Halis for reviewRockTenn, prior to the execution of this Agreement, true and complete and correct copies of all HealthWatch MWV Material Contracts not filed as exhibits to the HealthWatch MWV Filed SEC Documents. Each HealthWatch MWV Material Contract is valid and binding on HealthWatch MWV (or, to the extent a HealthWatch subsidiary of MWV is a party, such subsidiary) and is in full force and effect, and HealthWatch MWV and each HealthWatch subsidiary of MWV have in all material respects performed all obligations required to be performed by them to date under each HealthWatch MWV Material Contract, except where such noncompliance, individually or in the aggregate, would not reasonably be expected to have a material adverse effect Material Adverse Effect on HealthWatchMWV. Neither HealthWatch MWV nor any HealthWatch subsidiary knows of its subsidiaries has knowledge of, or has received written notice of, any violation or default under (nor, to the knowledge of HealthWatchMWV, does there exist any condition which that with the passage of time or the giving of notice or both would result in such a violation or default under) any HealthWatch MWV Material Contract. To the knowledge of MWV, no other party to any MWV Material Contract is in breach of or default under the terms of any MWV Material Contract where such default has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on MWV.

Certain Contracts. Except as set forth in the HealthWatch RSI Filed SEC Documents, neither HealthWatch RSI nor any of its subsidiaries subsidiar- ies is a party to or bound by (i) any "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (ii) any non-competition agreement or any other agreement or obligation which purports to limit in any material respect the manner in which, or the localities in which, all or any material portion of the business of HealthWatch RSI and its subsidiaries subsidiar- ies (including, for purposes of this Section 3.1(p3.1(s), Halis JPFI and its subsidiaries, assuming the Merger has taken place), taken as a whole, is or would be conducted, (iii) any exclusive supply sup- ply or purchase contracts or any exclusive requirements contracts con- tracts or (iv) any contract or other agreement which would prohibit pro- hibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all contracts con- tracts of the type described in clauses (i) and (ii) being referred re- ferred to herein as "HealthWatch RSI Material Contracts"). HealthWatch RSI has delivered deliv- ered to Halis or provided to Halis for reviewJPFI, prior to the execution of this Agreement, complete com- plete and correct copies of all HealthWatch RSI Material Contracts not filed as exhibits to the HealthWatch RSI Filed SEC Documents. Each HealthWatch RSI Material Contract is valid and binding on HealthWatch RSI (or, to the extent ex- tent a HealthWatch RSI subsidiary is a party, such subsidiary) and is in full force and effect, and HealthWatch RSI and each HealthWatch RSI subsidiary have in all material respects performed all obligations required to be performed by them to date under each HealthWatch RSI Material Contract, except where such noncompliance, individually or in the aggregateag- gregate, would not have a material adverse effect on HealthWatchRSI. Neither HealthWatch Nei- ther RSI nor any HealthWatch RSI subsidiary knows of, or has received notice no- xxxx of, any violation or default under (nor, to the knowledge of HealthWatchRSI, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any HealthWatch RSI Material Contract.

Certain Contracts. Except as set forth in the HealthWatch JPFI Filed SEC Documents, neither HealthWatch JPFI nor any of its subsidiaries subsid- iaries is a party to or bound by (i) any "material contract" (as such term is defined in Item item 601(b)(10) of Regulation S-K of the SEC), (ii) any non-competition agreement or any other agreement or obligation which purports to limit in any material respect the manner in which, or the localities in which, all or any material portion of the business of HealthWatch JPFI and its subsidiaries subsidiar- ies (including, for purposes of this Section 3.1(p), Halis including RSI and its subsidiaries, assuming the Merger has had taken place), taken as a whole, is or would be conducted, (iii) any exclusive supply or purchase contracts or any exclusive exclu- sive requirements contracts or (iv) any contract or other agreement which would prohibit or materially delay the consummation consum- mation of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) and (ii) being referred to herein as "HealthWatch JPFI Material ContractsCon- tracts"). HealthWatch JPFI has delivered to Halis or provided to Halis for reviewRSI, prior to the execution of this Agreement, complete and correct copies of all HealthWatch Material JPFI Mate- rial Contracts not filed as exhibits to the HealthWatch JPFI Filed SEC Documents. Each HealthWatch JPFI Material Contract is valid and binding on HealthWatch JPFI (or, to the extent a HealthWatch JPFI subsidiary is a party, such subsidiarysub- sidiary) and is in full force and effect, and HealthWatch JPFI and each HealthWatch JPFI subsidiary have in all material respects performed all obligations required to be performed by them to date under each HealthWatch JPFI Material Contract, except where such noncompliance, individually indi- vidually or in the aggregate, would not have a material adverse effect on HealthWatchJPFI. Neither HealthWatch JPFI nor any HealthWatch JPFI subsidiary knows of, or has received notice of, any violation or default under (nor, to the knowledge of HealthWatchJPFI, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any HealthWatch JPFI Material Contract.

Certain Contracts. Except as set forth in on Section 4.1(s) of the HealthWatch Filed SEC DocumentsJanus Disclosure Schedule, and except for this Agreement and the Ancillary Agreements, as of the date of this Agreement, neither HealthWatch Janus nor any of its subsidiaries is a party to or bound by (i) any "“material contract" ” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (ii) any Contract relating to third party indebtedness for borrowed money in excess of $10,000,000 or any guarantee thereof, (iii) any non-competition agreement or any other agreement or obligation which purports to limit that, by its terms, limits in any material respect the manner in which, or the localities in which, all or any material portion of the business businesses of HealthWatch Janus and its subsidiaries (including, for purposes of this Section 3.1(p4.1(s), Halis Xxxxxxxxx and its subsidiaries, assuming the Merger has taken placebeen consummated), taken as a whole, is or would can be conducted, (iii) any exclusive supply or purchase contracts or any exclusive requirements contracts or (iv) any contract or other agreement which material Contract granting “most favored” status that, following the Effective Time, would prohibit or materially delay be applicable to Xxxxxxxxx (collectively, the consummation of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) and (ii) being referred to herein as "HealthWatch Janus Material Contracts"). HealthWatch Janus has delivered or made available to Halis or provided to Halis for reviewXxxxxxxxx, prior to the execution date of this Agreement, true and complete and correct copies of all HealthWatch the Janus Material Contracts that exist as of the date of this Agreement and have not been filed as exhibits to the HealthWatch Janus Filed SEC Documents. Each HealthWatch Janus Material Contract is valid and binding on HealthWatch Janus (or, to the extent a HealthWatch subsidiary of Janus is a party, such subsidiary) and is in full force and effecteffect (subject to the Enforceability Exceptions), and HealthWatch Janus and each HealthWatch subsidiary of Janus have in all material respects performed all obligations required to be performed by them to date under each HealthWatch Janus Material Contract, except where such noncompliance, individually or in the aggregate, would not reasonably be expected to have a material adverse effect Material Adverse Effect on HealthWatchJanus. Neither HealthWatch Janus nor any HealthWatch subsidiary knows of its subsidiaries has knowledge of, or has received written notice of, any material violation or material default under (nor, to the knowledge of HealthWatchJanus, does there exist any condition which that with the passage of time or the giving of notice or both would result in such a violation or default under) any HealthWatch Janus Material Contract. To the knowledge of Janus, no other party to any Janus Material Contract is in breach of or default under the terms of any Janus Material Contract where such default has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Janus.

Certain Contracts. Except as set forth in the HealthWatch Sports Authority Filed SEC Documents, neither HealthWatch Sports Authority nor any of its subsidiaries is a party to or bound by (i) any "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (ii) any non-competition agreement or any other agreement or obligation which purports to limit in any material respect the manner in which, or the localities in which, all or any material portion of the business of HealthWatch Sports Authority and its subsidiaries (including, for purposes of this Section 3.1(p3.1(s), Halis Woolworth and its subsidiaries, assuming the Merger has taken place), taken as a whole, is or would be conducted, or (iii) any exclusive supply or purchase contracts or any exclusive requirements contracts or (iv) any contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) and (ii) being referred to herein as "HealthWatch Sports Authority Material Contracts"). HealthWatch has delivered to Halis or provided to Halis for review, prior to the execution of this Agreement, complete and correct copies of all HealthWatch Material Contracts not filed as exhibits to the HealthWatch Filed SEC Documents. Each HealthWatch Sports Authority Material Contract is valid and binding on HealthWatch Sports Authority (or, to the extent a HealthWatch Sports Authority subsidiary is a party, such subsidiary) and is in full force and effect, and HealthWatch Sports Authority and each HealthWatch Sports Authority subsidiary have in all material respects performed all obligations required to be performed by them to date under each HealthWatch Sports Authority Material Contract, except where such noncompliance, individually or in the aggregate, would not have a material adverse effect on HealthWatchSports Authority. Neither HealthWatch Sports Authority nor any HealthWatch Sports Authority subsidiary knows of, or has received notice of, any material violation or material default under (nor, to the knowledge of HealthWatchSports Authority, does there exist any condition which with the passage of time or the giving of notice or both would result in such a material violation or material default under) any HealthWatch Sports Authority Material Contract, PROVIDED, that for purposes of this sentence the term "material" shall mean violations or defaults which would have an adverse impact of $5 million or more in the aggregate for all Material Contracts. With respect to Sports Authority contracts relating to the lease of real property (whether or not such contracts constitute Sports Authority Material Contracts, as defined herein), except as set forth in Section 3.1(s) of the Sports Authority Disclosure Schedule, the terms and conditions of such Sports Authority contracts are not subject to a right of the lessor to terminate or modify such contracts as a result of the consummation of the Merger.

Certain Contracts. Except for this Agreement, as set forth in of the HealthWatch Filed SEC Documentsdate of this Agreement, neither HealthWatch Parent nor any of its subsidiaries is a party to or bound by (i) any "“material contract" ” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (ii) any contract relating to indebtedness for borrowed money in excess of $50,000,000 or any guarantee thereof, or (iii) any non-competition agreement or any other agreement or obligation which purports to limit in any material respect the manner in which, or the localities in which, all or any material portion of the business businesses of HealthWatch Parent and its subsidiaries (including, for purposes of this Section 3.1(p‎Section 4.2(p), Halis the Company and its subsidiaries, assuming the Merger has taken place), taken as a whole, is or would be conducted, (iii) any exclusive supply or purchase contracts or any exclusive requirements contracts or (iv) any contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement conducted (all contracts of the type types described in clauses (i) and through (ii) being referred to herein as "HealthWatch iii), collectively, the “Parent Material Contracts"”). HealthWatch Parent has delivered or made available to Halis or provided to Halis for reviewthe Company, prior to the execution date of this Agreement, true and complete and correct copies of all HealthWatch Parent Material Contracts that exist as of the date of this Agreement and have not been filed as exhibits to the HealthWatch Parent Filed SEC Documents. Each HealthWatch Parent Material Contract is valid and binding on HealthWatch Parent (or, to the extent a HealthWatch subsidiary of Parent is a party, such subsidiary) and is in full force and effecteffect (subject to the Enforceability Exceptions), and HealthWatch Parent and each HealthWatch subsidiary of Parent have in all material respects performed all obligations required to be performed by them to date under each HealthWatch Parent Material Contract, except where such noncompliance, individually or in the aggregate, would not reasonably be expected to have a material adverse effect Material Adverse Effect on HealthWatchParent. Neither HealthWatch Parent nor any HealthWatch subsidiary knows of its subsidiaries has knowledge of, or has received written notice of, any violation or default under (nor, to the knowledge of HealthWatchParent, does there exist any condition which that with the passage of time or the giving of notice or both would result in such a violation or default under) any HealthWatch Parent Material Contract. To the knowledge of Parent, no other party to any Parent Material Contract is in breach of or default under the terms of any Parent Material Contract where such default has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent.

Certain Contracts. Except as set forth in the HealthWatch Filed HUNAPU INC. SEC Documents, neither HealthWatch HUNAPU INC. nor any of its subsidiaries is a party to or bound by (i) any "material contract" (as such term is defined in Item item 601(b)(10) of Regulation S-K B of the SEC), (ii) any non-competition agreement or any other agreement or obligation which purports to limit in any material respect the manner in which, or the localities in which, all or any material portion of the business of HealthWatch HUNAPU INC. and its subsidiaries (including, for purposes of this Section 3.1(p), Halis including CHSI and its subsidiaries, assuming the Merger has had taken place), taken as a whole, is or would be conducted, or (iii) any exclusive supply or purchase contracts or any exclusive requirements contracts or (iv) any contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) and (ii) being referred to herein as "HealthWatch HUNAPU INC. Material Contracts"). HealthWatch has delivered to Halis or provided to Halis for review, prior to the execution of this Agreement, complete and correct copies of all HealthWatch Material Contracts not filed as exhibits to the HealthWatch Filed SEC DocumentsEach HUNAPU INC. Each HealthWatch Material Contract is valid and binding on HealthWatch HUNAPU INC. (or, to the extent a HealthWatch HUNAPU INC. subsidiary is a party, such subsidiary) and is in full force and effect, and HealthWatch HUNAPU INC. and each HealthWatch HUNAPU INC. subsidiary have in all material respects performed all obligations required to be performed by them to date under each HealthWatch HUNAPU INC. Material Contract, except where such noncompliance, individually or in the aggregate, would not have a material adverse effect on HealthWatchHUNAPU INC.. HUNAPU INC. Neither HealthWatch nor any HealthWatch subsidiary knows does not know of, or has not received notice of, any violation or default under (nor, to the knowledge of HealthWatchHUNAPU INC., does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any HealthWatch HUNAPU INC. Material Contract.

Certain Contracts. Except as set forth in the HealthWatch Filed SEC Documents, neither HealthWatch nor any of its subsidiaries is a party to or bound by Listed on Schedule 3.17 are all (i) any "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)real property leases and subleases, (ii) any non-competition agreement or any material joint venture, strategic alliance and other agreement or obligation which purports to limit in any material respect the manner in which, or the localities in which, all or any material portion of the business of HealthWatch and its subsidiaries (including, for purposes of this Section 3.1(p), Halis and its subsidiaries, assuming the Merger has taken place), taken as a whole, is or would be conductedsimilar such agreements, (iii) any exclusive supply or purchase contracts related to indebtedness of more than $20 million or any exclusive requirements contracts or guarantee of such indebtedness, and (iv) any other contract or other agreement (or related group thereof) the remaining performance of which would prohibit by any party involves payment or materially delay consideration in excess of $20 million, but excluding in each case any contracts for the consummation rendering of the Merger services to clients or real estate leases, to which MacManus or any of its Subsidiaries is a party (the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) and (ii) being referred to herein as "HealthWatch Material MacManus Contracts"). HealthWatch has delivered True and complete copies of the MacManus Contracts have been made available to Halis or provided to Halis for reviewXxx Group. The MacManus Contracts are legal, prior valid, binding, enforceable and in full force and effect except to the execution of this Agreement, complete and correct copies of all HealthWatch Material Contracts not filed as exhibits to the HealthWatch Filed SEC Documents. Each HealthWatch Material Contract is valid and binding on HealthWatch (extent they have previously expired in accordance with their terms or, to the extent a HealthWatch subsidiary is a party, such subsidiary) and is in full force and effect, and HealthWatch and each HealthWatch subsidiary have in all material respects performed all obligations required to be performed by them to date under each HealthWatch Material Contract, except where such noncompliance, individually invalidity or in the aggregate, unenforceability would not have a material adverse effect Material Adverse Effect on HealthWatch. Neither HealthWatch MacManus, and neither MacManus nor any HealthWatch subsidiary knows of its Subsidiaries has violated any provision of, or has received notice committed or failed to perform any act which with or without notice, lapse of time or both would constitute a default under the provisions of, any violation MacManus Contract, except for defaults which individually and in the aggregate would not reasonably be expected to result in a Material Adverse Effect on MacManus. Schedule 3.17 separately identifies each MacManus Contract which contains a change-in-control or default under (nor, to similar type provision which will be "triggered" and/or require a consent as a result of the transactions contemplated hereby. To the knowledge of HealthWatchMacManus, does there exist no party (other than MacManus or its Subsidiaries) to any condition MacManus Contract is in material breach or default thereof (and no event has occurred which with the passage notice or lapse of time or the giving of notice or both would result in such constitute a violation breach or default underor permit termination, modification or acceleration under any such Contract) or has repudiated any HealthWatch Material provision of any such Contract. Neither MacManus nor any of its Major Subsidiaries owns any material real property.

Certain Contracts. Except as set forth in As of the HealthWatch Filed SEC Documentsdate hereof, neither HealthWatch nor none of GBC or any of its subsidiaries Subsidiaries is a party to or bound by (i) any "material contract" (as such term is defined in , lease or compensatory plan, contract or arrangement of the type required to be disclosed pursuant to Item 601(b)(10) of Regulation S-K of the SEC), SEC (without giving effect to any ordinary course of business exception set forth therein) (“Material Contracts”) or (ii) any non-competition agreement or any other agreement Contract that limits or obligation which purports to limit in any material respect the manner in which, or the localities in which, all or any material portion of the business of HealthWatch and its subsidiaries (including, for purposes of this Section 3.1(p), Halis and its subsidiaries, assuming the Merger has taken place), taken as a whole, is or would be conducted, (iii) any exclusive supply or purchase contracts or any exclusive requirements contracts or (iv) any contract or other agreement which would prohibit or materially delay the consummation of the Merger otherwise restricts GBC or any of its Subsidiaries or any of their respective affiliates or any successor thereto, or that would, after the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) and (ii) being referred to herein as "HealthWatch Material Contracts"). HealthWatch has delivered to Halis or provided to Halis for reviewEffective Time, prior to the execution Knowledge of this AgreementGBC, complete and correct copies limit or restrict ACCO or any of all HealthWatch its Subsidiaries or any of their respective affiliates or any successor thereto, from engaging or competing in any line of business in any geographic area, which agreements or other Contracts, to the Knowledge of GBC, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on ACCO, after giving effect to the Merger. All Material Contracts not filed as exhibits to the HealthWatch Filed SEC Documents. Each HealthWatch Material Contract is of GBC and its Subsidiaries are valid and binding on HealthWatch (orGBC and its Subsidiaries, as applicable, and in full force and effect except to the extent a HealthWatch subsidiary is a party, such subsidiary) and is they have previously expired in accordance with their terms or if the failure to be in full force and effect, and HealthWatch and each HealthWatch subsidiary have in all material respects performed all obligations required to be performed by them to date under each HealthWatch Material Contract, except where such noncompliance, individually or in the aggregate, would not reasonably be expected to have a material adverse effect Material Adverse Effect on HealthWatchGBC. Neither HealthWatch nor None of GBC or any HealthWatch subsidiary knows of its Subsidiaries (or, to the Knowledge of GBC, any other party thereto) has violated any provision of, or has received notice committed or failed to perform any act which with or without notice, lapse of time or both would constitute a default under the provisions of, any violation Contract of GBC or default under (norany of its Subsidiaries, except in each case for those violations and defaults which, individually or in the aggregate, would not reasonably be expected to the knowledge of HealthWatch, does there exist any condition which with the passage of time or the giving of notice or both would result in such have a violation or default under) any HealthWatch Material ContractAdverse Effect on GBC.

Certain Contracts. Except as set forth in Section 3.1(l) of the HealthWatch Filed SEC DocumentsTransferors Disclosure Schedule, (A) neither HealthWatch Diamond nor any of its subsidiaries is a party to or bound by (i) any "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (ii) any non-competition agreement or any other agreement or obligation which purports to limit in any material respect the manner in which, or the localities in which, all or any material portion of the business of HealthWatch Diamond and its subsidiaries (including, for purposes of this Section 3.1(p3.1(l), Halis NTL and its subsidiaries, assuming the Merger has transactions contemplated hereby have taken place), taken as a whole, is or would be conducted, (iii) any exclusive supply agreement or purchase contracts arrangement between Diamond or any exclusive requirements contracts Diamond subsidiary, on the one hand, and any Transferor or its Affiliate (as defined in Section 8.3 below), on the other, (iv) any contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement Agreement, (all v) any partnership, joint venture, European Economic Interest Grouping or consortium agreement or any agreement for sharing income, or (vi) any agreement or arrangement which is liable to be terminated by another party or under which rights of any person are liable to arise or be affected as a result of any change in the control, management or shareholders of Diamond and (B) none of Diamond or any subsidiary of Diamond is subject to any agreements related to indebtedness for borrowed money ("Debt Agreements"). (All contracts of the type described in clauses (iA)(i), (ii),(iii), (iv), (v) and (iivi) and all Debt Agreements being referred to herein as "HealthWatch Diamond Material Contracts"). HealthWatch has delivered to Halis or provided to Halis for review, prior to the execution of this Agreement, complete and correct copies of all HealthWatch Material Contracts not filed as exhibits to the HealthWatch Filed SEC Documents. Each HealthWatch Diamond Material Contract is valid and binding on HealthWatch Diamond (or, to the extent a HealthWatch Diamond subsidiary is a party, such subsidiaryentity) and is in full force and effect, and HealthWatch Diamond and each HealthWatch Diamond subsidiary have in all material respects performed all their respective obligations required to be performed by them to date under each HealthWatch Diamond Material Contract, except where such noncompliance, individually or in the aggregate, would not have a material adverse effect on HealthWatchDiamond. Neither HealthWatch Diamond nor any HealthWatch Diamond subsidiary knows of, or has received notice of, any violation or default under (nor, to the knowledge of HealthWatchTransferors, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any HealthWatch Diamond Material Contract.

Certain Contracts. Except as set forth in the HealthWatch JPFI Filed SEC ----------------- Documents, neither HealthWatch JPFI nor any of its subsidiaries is a party to or bound by (i) any "material contract" (as such term is defined in Item item 601(b)(10) of Regulation S-K of the SEC), (ii) any non-competition agreement or any other agreement or obligation which purports to limit in any material respect the manner in which, or the localities in which, all or any material portion of the business of HealthWatch JPFI and its subsidiaries (including, for purposes of this Section 3.1(p), Halis including RSI and its subsidiaries, assuming the Merger has had taken place), taken as a whole, is or would be conducted, (iii) any exclusive supply or purchase contracts or any exclusive requirements contracts or (iv) any contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) and (ii) being referred to herein as "HealthWatch JPFI Material Contracts"). HealthWatch JPFI has delivered to Halis or provided to Halis for reviewRSI, prior to the execution of this Agreement, complete and correct copies of all HealthWatch JPFI Material Contracts not filed as exhibits to the HealthWatch JPFI Filed SEC Documents. Each HealthWatch JPFI Material Contract is valid and binding on HealthWatch JPFI (or, to the extent a HealthWatch JPFI subsidiary is a party, such subsidiary) and is in full force and effect, and HealthWatch JPFI and each HealthWatch JPFI subsidiary have in all material respects performed all obligations required to be performed by them to date under each HealthWatch JPFI Material Contract, except where such noncompliance, individually or in the aggregate, would not have a material adverse effect on HealthWatchJPFI. Neither HealthWatch JPFI nor any HealthWatch JPFI subsidiary knows of, or has received notice of, any violation or default under (nor, to the knowledge of HealthWatchJPFI, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any HealthWatch JPFI Material Contract.

Certain Contracts. Except as set forth in As of the HealthWatch Filed SEC DocumentsOriginal Signing Date, neither HealthWatch RockTenn nor any of its subsidiaries is a party to or bound by (i) any "“material contract" ” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (ii) any contract relating to indebtedness for borrowed money in excess of $100,000,000 or any guarantee thereof or (iii) any non-competition agreement or any other agreement or obligation which purports to limit in any material respect the manner in which, or the localities in which, all or any material portion of the business businesses of HealthWatch RockTenn and its subsidiaries (including, for purposes of this Section 3.1(p4.2(p), Halis TopCo and its subsidiaries, assuming the Merger has Mergers have taken place), taken as a whole, is or would be conducted, (iii) any exclusive supply or purchase contracts or any exclusive requirements contracts or (iv) any contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement conducted (all contracts of the type types described in clauses (i) and through (ii) being referred to herein as "HealthWatch iii), collectively, the “RockTenn Material Contracts"”). HealthWatch RockTenn has delivered or made available to Halis or provided to Halis for reviewMWV, prior to the execution of this the Original Agreement, true and complete and correct copies of all HealthWatch RockTenn Material Contracts not filed as exhibits to the HealthWatch RockTenn Filed SEC Documents. Each HealthWatch RockTenn Material Contract is valid and binding on HealthWatch RockTenn (or, to the extent a HealthWatch subsidiary of RockTenn is a party, such subsidiary) and is in full force and effect, and HealthWatch RockTenn and each HealthWatch subsidiary of RockTenn have in all material respects performed all obligations required to be performed by them to date under each HealthWatch RockTenn Material Contract, except where such noncompliance, individually or in the aggregate, would not reasonably be expected to have a material adverse effect Material Adverse Effect on HealthWatchRockTenn. Neither HealthWatch RockTenn nor any HealthWatch subsidiary knows of its subsidiaries has knowledge of, or has received written notice of, any violation or default under (nor, to the knowledge of HealthWatchRockTenn, does there exist any condition which that with the passage of time or the giving of notice or both would result in such a violation or default under) any HealthWatch RockTenn Material Contract. To the knowledge of MWV, no other party to any RockTenn Material Contract is in breach of or default under the terms of any RockTenn Material Contract where such default has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on RockTenn.

Certain Contracts. Except Other than as set forth in the HealthWatch Filed SEC Documentslisted on an exhibit index included in, or otherwise filed as an exhibit to or as part of, a Veritas Report, neither HealthWatch Veritas nor any of its subsidiaries Subsidiaries is a party to or bound by (i) any "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (ii) any non-competition agreement or any other agreement or obligation which that purports to limit in any material respect the manner in which, or the localities in which, all or any material portion of the current business of HealthWatch Veritas and its subsidiaries (including, for purposes of this Section 3.1(p), Halis and its subsidiaries, assuming the Merger has taken place)Subsidiaries, taken as a whole, is or would be conducted, (iii) any exclusive supply contract or purchase contracts other agreement that involves, or may involve, aggregate payments by any exclusive requirements contracts party thereto of $10,000,000 or more, which are to be performed in whole or in part after the Effective Time, (iv) any contract or other agreement which that would prohibit or materially delay the consummation of the Merger or the Exchange Offer or any of the transactions contemplated by this Agreement, (v) any standstill agreements that do not expire within six months of the date hereof that would limit or prohibit Caymanco or Veritas from acquiring any interest in or the assets of any third party or (vi) any contract or agreement for the borrowing of money containing covenants or provisions that would be violated or that would result in a default of such contract or agreement in the event the Merger and the Exchange Offer or the transactions contemplated by this Agreement were consummated (all contracts or agreements of the type types described in clauses (i) and through (iivi) being referred to herein as "HealthWatch Veritas Material Contracts"). HealthWatch Veritas has delivered to Halis PGS, or provided to Halis PGS for review, prior to the execution of this Agreement, complete and correct copies of all HealthWatch Veritas Material Contracts not filed as exhibits to any of the HealthWatch Filed SEC DocumentsVeritas Reports filed prior to the date of this Agreement except for (1) contracts containing competitively sensitive information as to which access, use and treatment are subject to applicable law, (2) contracts containing information that Veritas reasonably believes it may not provide to PGS by reason of applicable law, rules or regulations, or (3) contracts that Veritas or any Subsidiary is required to keep confidential by reason of contract, agreement or understanding with third parties. Each HealthWatch Veritas Material Contract is valid and binding (subject to the Enforceability Exceptions) on HealthWatch Veritas (or, to the extent a HealthWatch subsidiary Subsidiary of Veritas is a party, such subsidiarySubsidiary) and, to the knowledge of Veritas, on the other parties to such contracts, and is in full force and effect, and HealthWatch Veritas and each HealthWatch subsidiary Subsidiary of Veritas have in all material respects performed all obligations required to be performed by them to date under each HealthWatch Veritas Material Contract, except where such noncompliancefailure to be binding or in full force and effect or such failure to perform, individually or in the aggregate, would not have a material adverse effect on HealthWatchVeritas Material Adverse Effect. Neither HealthWatch Veritas nor any HealthWatch subsidiary Subsidiary of Veritas (i) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of HealthWatchVeritas, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any HealthWatch Veritas Material Contract, other than such breaches, violations or defaults as would not have a Veritas Material Adverse Effect, or (ii) knows of, has received written notice of or has engaged in substantive discussions regarding the desire of the other party or parties to any such Veritas Material Contract to cancel, terminate or repudiate such contract.

Certain Contracts. Except as set forth in As of the HealthWatch Filed SEC Documentsdate hereof, neither HealthWatch nor none of GBC or any of its subsidiaries Subsidiaries is a party to or bound by (i) any "material contract" (as such term is defined in , lease or compensatory plan, contract or arrangement of the type required to be disclosed pursuant to Item 601(b)(10) of Regulation S-K of the SEC), SEC (without giving effect to any ordinary course of business exception set forth therein) ("Material Contracts") or (ii) any non-competition agreement or any other agreement Contract that limits or obligation which purports to limit in any material respect the manner in which, or the localities in which, all or any material portion of the business of HealthWatch and its subsidiaries (including, for purposes of this Section 3.1(p), Halis and its subsidiaries, assuming the Merger has taken place), taken as a whole, is or would be conducted, (iii) any exclusive supply or purchase contracts or any exclusive requirements contracts or (iv) any contract or other agreement which would prohibit or materially delay the consummation of the Merger otherwise restricts GBC or any of its Subsidiaries or any of their respective affiliates or any successor thereto, or that would, after the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) and (ii) being referred to herein as "HealthWatch Material Contracts"). HealthWatch has delivered to Halis or provided to Halis for reviewEffective Time, prior to the execution Knowledge of this AgreementGBC, complete and correct copies limit or restrict ACCO or any of all HealthWatch its Subsidiaries or any of their respective affiliates or any successor thereto, from engaging or competing in any line of business in any geographic area, which agreements or other Contracts, to the Knowledge of GBC, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on ACCO, after giving effect to the Merger. All Material Contracts not filed as exhibits to the HealthWatch Filed SEC Documents. Each HealthWatch Material Contract is of GBC and its Subsidiaries are valid and binding on HealthWatch (orGBC and its Subsidiaries, as applicable, and in full force and effect except to the extent a HealthWatch subsidiary is a party, such subsidiary) and is they have previously expired in accordance with their terms or if the failure to be in full force and effect, and HealthWatch and each HealthWatch subsidiary have in all material respects performed all obligations required to be performed by them to date under each HealthWatch Material Contract, except where such noncompliance, individually or in the aggregate, would not reasonably be expected to have a material adverse effect Material Adverse Effect on HealthWatchGBC. Neither HealthWatch nor None of GBC or any HealthWatch subsidiary knows of its Subsidiaries (or, to the Knowledge of GBC, any other party thereto) has violated any provision of, or has received notice committed or failed to perform any act which with or without notice, lapse of time or both would constitute a default under the provisions of, any violation Contract of GBC or default under (norany of its Subsidiaries, except in each case for those violations and defaults which, individually or in the aggregate, would not reasonably be expected to the knowledge of HealthWatch, does there exist any condition which with the passage of time or the giving of notice or both would result in such have a violation or default under) any HealthWatch Material ContractAdverse Effect on GBC.

Certain Contracts. Except for this Agreement, as set forth in of the HealthWatch Filed SEC Documentsdate of this Agreement, neither HealthWatch Parent nor any of its subsidiaries is a party to or bound by (i) any "“material contract" ” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (ii) any contract relating to indebtedness for borrowed money in excess of $50,000,000 or any guarantee thereof, or (iii) any non-competition agreement or any other agreement or obligation which purports to limit in any material respect the manner in which, or the localities in which, all or any material portion of the business businesses of HealthWatch Parent and its subsidiaries (including, for purposes of this Section 3.1(p4.2(p), Halis the Company and its subsidiaries, assuming the Merger has taken place), taken as a whole, is or would be conducted, (iii) any exclusive supply or purchase contracts or any exclusive requirements contracts or (iv) any contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement conducted (all contracts of the type types described in clauses (i) and through (ii) being referred to herein as "HealthWatch iii), collectively, the “Parent Material Contracts"”). HealthWatch Parent has delivered or made available to Halis or provided to Halis for reviewthe Company, prior to the execution date of this Agreement, true and complete and correct copies of all HealthWatch Parent Material Contracts that exist as of the date of this Agreement and have not been filed as exhibits to the HealthWatch Parent Filed SEC Documents. Each HealthWatch Parent Material Contract is valid and binding on HealthWatch Parent (or, to the extent a HealthWatch subsidiary of Parent is a party, such subsidiary) and is in full force and effecteffect (subject to the Enforceability Exceptions), and HealthWatch Parent and each HealthWatch subsidiary of Parent have in all material respects performed all obligations required to be performed by them to date under each HealthWatch Parent Material Contract, except where such noncompliance, individually or in the aggregate, would not reasonably be expected to have a material adverse effect Material Adverse Effect on HealthWatchParent. Neither HealthWatch Parent nor any HealthWatch subsidiary knows of its subsidiaries has knowledge of, or has received written notice of, any violation or default under (nor, to the knowledge of HealthWatchParent, does there exist any condition which that with the passage of time or the giving of notice or both would result in such a violation or default under) any HealthWatch Parent Material Contract. To the knowledge of Parent, no other party to any Parent Material Contract is in breach of or default under the terms of any Parent Material Contract where such default has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent.

Certain Contracts. Except as set forth in As of the HealthWatch Filed SEC DocumentsOriginal Signing Date, neither HealthWatch MWV nor any of its subsidiaries is a party to or bound by (i) any "“material contract" ” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (ii) any contract relating to indebtedness for borrowed money in excess of $100,000,000 or any guarantee thereof or (iii) any non-competition agreement or any other agreement or obligation which purports to limit in any material respect the manner in which, or the localities in which, all or any material portion of the business businesses of HealthWatch MWV and its subsidiaries (including, for purposes of this Section 3.1(p4.1(p), Halis TopCo and its subsidiaries, assuming the Merger has Mergers have taken place), taken as a whole, is or would be conducted, (iii) any exclusive supply or purchase contracts or any exclusive requirements contracts or (iv) any contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement conducted (all contracts of the type types described in clauses (i) and through (ii) being referred to herein as "HealthWatch iii), collectively, the “MWV Material Contracts"”). HealthWatch MWV has delivered or made available to Halis or provided to Halis for reviewRockTenn, prior to the execution of this the Original Agreement, true and complete and correct copies of all HealthWatch MWV Material Contracts not filed as exhibits to the HealthWatch MWV Filed SEC Documents. Each HealthWatch MWV Material Contract is valid and binding on HealthWatch MWV (or, to the extent a HealthWatch subsidiary of MWV is a party, such subsidiary) and is in full force and effect, and HealthWatch MWV and each HealthWatch subsidiary of MWV have in all material respects performed all obligations required to be performed by them to date under each HealthWatch MWV Material Contract, except where such noncompliance, individually or in the aggregate, would not reasonably be expected to have a material adverse effect Material Adverse Effect on HealthWatchMWV. Neither HealthWatch MWV nor any HealthWatch subsidiary knows of its subsidiaries has knowledge of, or has received written notice of, any violation or default under (nor, to the knowledge of HealthWatchMWV, does there exist any condition which that with the passage of time or the giving of notice or both would result in such a violation or default under) any HealthWatch MWV Material Contract. To the knowledge of MWV, no other party to any MWV Material Contract is in breach of or default under the terms of any MWV Material Contract where such default has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on MWV.

Certain Contracts. Except as set forth in As of the HealthWatch Filed SEC Documentsdate of this Agreement, neither HealthWatch ILG nor any of its subsidiaries is a party to or bound by (i) any "“material contract" ” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (ii) any contract relating to indebtedness for borrowed money or any contract relating to any vacation ownership notes receivable transaction or securitization transaction (including, the securitization of Vacation Ownership Interest loans), in each case, in excess of $10,000,000 or any guarantee thereof (other than intercompany indebtedness), (iii) any material non-competition agreement, any material agreement that grants the other party or any third person exclusivity or “most favored nation” status or any other agreement or obligation obligation, in each case, which purports to limit in any material respect the manner in which, or the localities in which, all or any material portion the businesses of the business of HealthWatch ILG and its subsidiaries subsidiaries, taken as a whole (includingor, for purposes of this Section 3.1(p3.1(o), Halis MVW and its subsidiaries, assuming the Merger has taken place), taken as a whole, assuming the Combination Transactions have taken place), is or would be conducted, (iiiiv) with respect to the persons listed on Section 3.1(o)(iv) of the ILG Disclosure Letter, any ILG Management Agreement related to properties listed in the ILG Form 10-K or any ILG Management Agreement related to a non-specific timeshare plan, (v) any exclusive supply or purchase contracts or any exclusive requirements contracts or ILG Major Developer Agreement, (ivvi) any contract ILG Brand Agreement and (vii), to the extent not disclosed in clauses (i) through (vi), any other contracts, side letters or other agreement which would prohibit agreements or materially delay arrangements that are not immaterial with the consummation persons listed on Section 3.1(o)(vii) of the Merger or any of the transactions contemplated by this Agreement ILG Disclosure Letter (all contracts of the type types described in clauses (i) and through (ii) being referred to herein as "HealthWatch vii), collectively, the “ILG Material Contracts"”). HealthWatch Except with respect to the ILG Major Developer Agreements, ILG has delivered or made available to Halis or provided to Halis for reviewMVW, prior to the execution of this Agreement, true and complete and correct copies of all HealthWatch ILG Material Contracts not filed as exhibits to the HealthWatch ILG Filed SEC Documents. Each HealthWatch ILG Material Contract is valid and binding on HealthWatch ILG (or, to the extent a HealthWatch subsidiary of ILG is a party, such subsidiary) and is in full force and effect, and HealthWatch ILG and each HealthWatch subsidiary of ILG have in all material respects performed all obligations required to be performed by them to date under each HealthWatch ILG Material Contract, except where such noncompliance, individually or in the aggregate, would not reasonably be expected to have a material adverse effect Material Adverse Effect on HealthWatchILG. Neither HealthWatch ILG nor any HealthWatch subsidiary knows of its subsidiaries has knowledge of, or has received written notice of, any violation or default under (nor, to the knowledge of HealthWatchILG, does there exist any condition which that with the passage of time or the giving of notice or both would result in such a violation or default under) ), or any HealthWatch intent to terminate or not renew, any ILG Material Contract. To the knowledge of ILG, no other party to any ILG Material Contract is in breach of or default under the terms of any ILG Material Contract where such default has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on ILG.

Certain Contracts. Except as set forth in the HealthWatch Filed HipStyle SEC Documents, neither HealthWatch HipStyle nor any of its subsidiaries is a party to or bound by (i) any "material contract" (as such term is defined in Item item 601(b)(10) of Regulation S-K of the SEC), (ii) any non-competition agreement or any other agreement or obligation which purports to limit in any material respect the manner in which, or the localities in which, all or any material portion of the business of HealthWatch HipStyle and its subsidiaries (including, for purposes of this Section 3.1(p), Halis including CCS and its subsidiaries, assuming the Merger has had taken place), taken as a whole, is or would be conducted, or (iii) any exclusive supply or purchase contracts or any exclusive requirements contracts or (iv) any contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) and (ii) being referred to herein as "HealthWatch HipStyle Material Contracts"). HealthWatch has delivered to Halis or provided to Halis for review, prior to the execution of this Agreement, complete and correct copies of all HealthWatch Material Contracts not filed as exhibits to the HealthWatch Filed SEC Documents. Each HealthWatch HipStyle Material Contract is valid and binding on HealthWatch HipStyle (or, to the extent a HealthWatch HipStyle subsidiary is a party, such subsidiary) and is in full force and effect, and HealthWatch HipStyle and each HealthWatch HipStyle subsidiary have in all material respects performed all obligations required to be performed by them to date under each HealthWatch HipStyle Material Contract, except where such noncompliance, individually or in the aggregate, would not have a material adverse effect on HealthWatchHipStyle. Neither HealthWatch HipStyle nor any HealthWatch HipStyle subsidiary knows of, or has received notice of, any violation or default under (nor, to the knowledge of HealthWatchHipStyle, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any HealthWatch HipStyle Material Contract.

Certain Contracts. Except as for contracts and agreements set forth in Section 3.1(m) of the HealthWatch Filed SEC DocumentsMegsinet Disclosure Schedule, neither HealthWatch Megsinet nor any of its subsidiaries is a party to or bound by (i) any "material contract" (as such term is defined in Item 601(b)(10) contract providing for the receipt or payment of Regulation S-K of more than $20,000 per 12 month period other than those covered by the SEC)fourth sentence hereof, (ii) any lease of real or personal property for more than $20,000 per 12 month period, (iii) any non-competition agreement or any other agreement or obligation which purports to limit in any material respect the manner in which, or the localities in which, all or any material portion of the business of HealthWatch Megsinet and its subsidiaries (including, for purposes of this Section 3.1(p3.1(m), Halis CoreComm and its subsidiaries, assuming the Merger has taken place), taken as a whole, is or would be conducted, (iii) any exclusive supply or purchase contracts or any exclusive requirements contracts or (iv) any contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) and (ii) being referred to herein as "HealthWatch Megsinet Material Contracts"). HealthWatch has delivered to Halis or provided to Halis for review, prior to the execution of this Agreement, complete and correct copies of all HealthWatch Material Contracts not filed as exhibits to the HealthWatch Filed SEC Documents. Each HealthWatch Megsinet Material Contract is valid and binding on HealthWatch Megsinet (or, to the extent a HealthWatch an Megsinet subsidiary is a party, such subsidiary) and is in full force and effect, and HealthWatch Megsinet and each HealthWatch Megsinet subsidiary have in all material respects performed all obligations required to be performed by them to date under each HealthWatch Megsinet Material Contract, except where such noncompliance, individually or in the aggregate, would not have a material adverse effect on HealthWatchMegsinet. Neither HealthWatch Megsinet nor any HealthWatch Megsinet subsidiary knows of, or has received notice of, any violation or default under (nor, to the knowledge of HealthWatchMegsinet, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any HealthWatch Megsinet Material ContractContract except where such violation or default would not have a material adverse effect on Megsinet. In addition, Megsinet has provided to CoreComm a complete list as of December 31, 1998 of all charges related to Megsinet's circuits which includes all charges incurred under any interconnection and/or service agreements between Megsinet and any telecommunications company (the "Circuit Schedule"). Megsinet has also provided in Section 3.1(m) of the Megsinet Disclosure Schedule, a complete list of any provisions of any agreements reflected on the Circuit Schedule that provide for (i) materially different pricing terms than the majority of the agreements on the Circuit Schedule; (ii) "take or pay" commitments over $100,000 annually; (iii) payment of more than $75,000 per 12 month period or (iv) terms that could, individually or in the aggregate, have a material adverse effect on Megsinet.