Common use of Contracts and Commitments Clause in Contracts

Contracts and Commitments. (a) Except as set forth on Schedule 4.9, the Company is not a party to any oral or written: (i) collective bargaining agreement or contract with any labor union, (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.4 or on Schedule 4.14, (iii) stock purchase plan, option plan or similar plan, (iv) contract for the employment of any officer, employee or other person on a full-time, part-time, or consulting basis, (v) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any of the Company’s assets, (vi) guaranty of any obligation for borrowed money or other material guaranty, (vii) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $25,000, (viii) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $25,000, (ix) contract or group of related contracts with the same party for the purchase of products or services, under which the undelivered balance of such products and services has a selling price in excess of $50,000 or under which an amount in excess of $50,000 remains due to the Company, (x) contract or group of related contracts with the same party for the sale of products or services for each party to whom the Company has sold products or services with a sales price in excess of $200,000 during the last twelve calendar months preceding the date of this Agreement, (xi) contract or non-competition provision in any contract prohibiting the Company from freely engaging in any business or competing anywhere in the world or otherwise limiting in any material respect the use, license, transfer, exploitation, commercialization or sale of the Company’s products, (xii) contract with any officer, director or shareholder (other than for employment on customary terms), (xiii) contract with independent agents, brokers, dealers or distributors not terminable on 60 days or less notice without liability to the Company, (xiv) material sales, commissions, advertising or marketing contract not terminable on 60 days or less notice without liability to the Company or (xv) contract entered into other than in the ordinary course of business and that is material to the Company.

Contracts and Commitments. (a) Except as set forth on Schedule 4.91.01(d) lists all agreements, the Company is not a party to any whether oral or written, to which Seller is a party, which are currently in effect, and which relate to the operation of the Business or the Assets, including, without limitation: (i) collective bargaining agreement or contract with any labor union, (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.4 or on Schedule 4.14, (iii) stock purchase plan, option plan or similar plan, (iv) each contract for the employment of any officer, individual employee or other person on a full-time, part-time, time or consulting basis, basis who performs functions in connection with the Business or relating to severance pay for any such person; (vii) each confidentiality agreement; (iii) each agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any of the Company’s assets, Assets; (viiv) guaranty of any obligation for borrowed money or other material guaranty, (vii) each lease or agreement relating to the Business under which it Seller is lessee of, or holds or operates any personal property property, real or personal, owned by any other party, for which the annual rental exceeds $25,000, 2,000; (viiiv) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $25,000, (ix) each contract or group of related contracts (including purchase orders) with the same party for the purchase of products or services, services under which the undelivered balance of such products and or services has a selling price of the Business is in excess of $50,000 or under which an amount in excess of $50,000 remains due to the Company, 2,000; (xvi) each contract or group of related contracts with the same party for the sale of products or services for each party to whom of the Company has sold Business under which the undelivered balance of such products or services with has a sales price in excess of $200,000 during 2,000; (vii) each contract or group of related contracts relating to the last twelve calendar Business with the same party (other than any contract or group of related contracts for the purchase or sale of products or services) continuing over a period of more than six months preceding from the date of this Agreementor dates thereof, not terminable by it on 30 days' or less notice without penalty and involving more than $2,000; (xiviii) each contract or non-competition provision in any contract prohibiting the Company which prohibits Seller from freely engaging in any business or competing anywhere in the world world; (ix) each contract for the sale or otherwise limiting distribution of any of the products of the Business (including any distributor, sales and original equipment manufacturer contract); (x) each franchise agreement relating to the Business; (xi) each license agreement or agreement providing for the payment or receipt of royalties or other compensation by Seller in any material respect connection with the use, license, transfer, exploitation, commercialization intellectual property rights listed in Schedule 1.01(g); (vii) each contract or commitment for capital expenditures of the Business in excess of $2,000; (xviii) agreement for the sale of the Company’s products, any Asset; or (xiixix) contract with any officer, director or shareholder (other than for employment on customary terms), (xiii) contract with independent agents, brokers, dealers or distributors not terminable on 60 days or less notice without liability agreement which is either material to the Company, (xiv) material sales, commissions, advertising Business or marketing contract was not terminable on 60 days or less notice without liability to the Company or (xv) contract entered into other than in the ordinary course of business and that is material to the Companybusiness.

Contracts and Commitments. (a) Except as set forth on Schedule 4.9the Contracts Schedule, neither the Company nor any of its Subsidiaries is not a party to any oral written or writtenoral: (i) collective bargaining agreement or contract with any labor union, ; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.4 4.13 or on Schedule 4.14, the Disclosure Schedules relating thereto; (iii) stock purchase plan, option plan or similar plan, (iv) contract for the employment of any officer, individual employee or other person on a full-time, part-time, time or consulting basis, basis providing for base compensation in excess of $200,000 per year; 20 (viv) agreement or indenture relating to the borrowing of money Indebtedness or to mortgaging, pledging or otherwise placing a lien Lien (other than Permitted Liens) on any material portion of the Company’s assets, assets of the Company and its Subsidiaries; (viv) guaranty of any obligation for borrowed money Indebtedness or other material guaranty, obligations or liabilities involving more than $250,000; (viivi) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $25,000, 250,000; (viiivii) lease or agreement under which it is lessor of or permits any third party to hold or operate any of its personal property, real or personal, for which the annual rental exceeds $25,000, 250,000; (ixviii) contract or group of related contracts with the same party or group of related parties (with a group of growers not being considered related parties for such purpose), other than standard purchase orders or pricing agreements, for the purchase by the Company or its Subsidiaries of products or services, under services which provided for annual payments (based on the undelivered balance trailing twelve-month period ending on the date of such products the Latest Balance Sheet) from the Company and services has a selling price its Subsidiaries in excess of $50,000 or under which an amount in excess of $50,000 remains due to the Company, 1,500,000; (xix) contract or group of related contracts with a customer (other than standard purchase orders or pricing agreements) that provided for annual revenues (based on the same party for trailing twelve-month period ending on the sale date of products or services for each party the Latest Balance Sheet) to whom the Company has sold products or services with a sales price and its Subsidiaries in excess of $200,000 during 5,000,000; (x) agreement relating to any material business acquisition or disposition by the last twelve calendar months preceding the date Company or any of this Agreementits Subsidiaries since January 1, 2007; (xi) license or agreement relating to (A) any third-party Intellectual Property that is material to the Company or any of its Subsidiaries or (B) any material Company Intellectual Property; (xii) contract or non-competition provision which (A) limits in any contract prohibiting material respect the freedom of the Company from freely engaging or any of its Subsidiaries to engage in any business or competing anywhere in the world or otherwise limiting with any Person or which would so limit the Surviving Entity or any of its Affiliates following the Closing or (B) contains “most favored nation” obligations binding on the Company or any of its Subsidiaries; (xiii) contract which, prior to the date hereof, was not set forth in the Company's electronic data room located at xxxxx://xxxxxxxx.xxxxxxxxxxx.xxx and which binds or purports to bind Affiliates of the Company or any of its Subsidiaries or the Purchaser or any of its Affiliates (other than the Surviving Entity and its Subsidiaries) following the Closing; (xiv) all material agency, dealer, distribution, non-employee sales representative, broker, marketing or other similar agreements; 21 (xv) all material co-packing, production, manufacturing or similar agreements; and (xvi) any partnership, joint venture or other similar agreement or arrangement. (b) The Purchaser either has been supplied with, or has been given access to, a true and correct copy of all contracts listed or required to be listed on the Contracts Schedule (the “Material Contracts”), together with all amendments, waivers or other changes thereto. (c) With respect to each Material Contract: (i) such contract is a valid and binding agreement of the Company and/or its Subsidiaries, as applicable, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies; (ii) none of the Company or any of its Subsidiaries is in breach or default in any material respect, nor has the Company or any of its Subsidiaries taken any action or any event or circumstance occurred which, with notice or lapse of time or both, would constitute a breach or default in any material respect, or permit termination, material modification or acceleration or loss of a material benefit, as applicable, under such contract; and (iii) to the Company’s knowledge, no other party is in breach or default in any material respect the use, license, transfer, exploitation, commercialization or sale of the Company’s products, (xii) contract with any officer, director or shareholder (other than for employment on customary terms), (xiii) contract with independent agents, brokers, dealers or distributors not terminable on 60 days or less notice without liability to the Company, (xiv) material sales, commissions, advertising or marketing contract not terminable on 60 days or less notice without liability to the Company or (xv) contract entered into other than in the ordinary course of business and that is material to the Company.under such contract. 4.10

Contracts and Commitments. (a) Except as set forth on Schedule 4.9the attached Contracts Schedule, neither the Company nor the Subsidiary is not a party to any oral or writtenany: (i) collective bargaining agreement or contract with any labor union, ; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.4 or set forth on Schedule 4.14, the attached Employee Benefits Schedule; (iii) stock purchase planpurchase, stock option plan or similar plan, other than as set forth on the attached Capital Stock Schedule; (iv) contract for the employment of any officer, employee officer or other senior management person on a full-time, part-time, time or consulting basis, other than as set forth on the attached Employee Benefits Schedule; (v) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any material asset of the Company’s assetsCompany or the Subsidiary, other than as set forth on the Latest Balance Sheet or on the attached Liens Schedule; (vi) guaranty of any material obligation for borrowed money or other material guaranty, ; (vii) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $25,000, 150,000; (viii) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $25,000, 150,000; (ix) contract or group of related contracts with the same party for the purchase of products or services, under which the undelivered balance of such products and services has a selling price in excess of $50,000 or under which an amount in excess of $50,000 remains due to the Company, 150,000; (x) contract or group of related contracts with the same party for the sale of products or services for each party to whom under which the Company has sold undelivered balance of such products or services with has a sales price in excess of $200,000 during the last twelve calendar months preceding the date of this Agreement, 150,000; (xi) contract or non-competition provision in any contract prohibiting which prohibits the Company or the Subsidiary from freely engaging in any business or competing anywhere in the world or otherwise limiting in any material respect the use, license, transfer, exploitation, commercialization or sale of the Company’s products, world; (xii) contract with relating to the acquisition or licensing of any officermaterial patent, director trademarks, service mark, xxade name or shareholder copyright or any franchise license, royalty agreements or similar contracts; (xiii) contracts or other agreements for the grant to any person of any preferential rights to purchase any of the Company's or Subsidiary's assets (other than for employment on customary termsinventory), (xiii) contract with independent agents, brokers, dealers properties or distributors not terminable on 60 days or less notice without liability to the Company, business; (xiv) material sales, commissions, advertising contracts or marketing contract not terminable on 60 days or less notice without liability to other agreements under which the Company or the Subsidiary agrees to share any liability for Taxes with any person; (xv) contract entered into contracts or other than in the ordinary course of business and that is material agreements relating to the Company.acquisition by the Company or the Subsidiary of any operating business or the capital stock of any person; or (xvi) contracts or other agreements for the payment of fees or other consideration to any officer or director of the Company or the Subsidiary or any other entity in which any of the foregoing has an interest. 20

Contracts and Commitments. (a) Except as set forth on Schedule 4.9the attached Contracts Schedule, neither the Company nor any Subsidiary is not a party to any oral or writtenany: (i) collective bargaining agreement or contract with any labor union, ; (ii) written bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.4 4.13 or on Schedule 4.14, the schedules relating thereto; (iii) stock purchase planpurchase, stock option plan or similar plan, ; (iv) written contract for the employment or engagement of any officer, individual employee or other person on a full-time, part-time, time or consulting basis, ; (v) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any material portion of the Company’s 's or any Subsidiary's assets, ; (vi) guaranty of any obligation for borrowed money or other material guaranty, ; (vii) lease lease, license, or agreement under which it is lessee or licensee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $25,000, ; (viii) lease or license agreement under which it is lessor or licensor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $25,000, ; (ix) contract or group of related contracts with the same party for the purchase of products or services, under which the undelivered balance of such products and services has a selling price in excess of $50,000 or under which an amount in excess of $50,000 remains due to the Company, 25,000; (x) contract or group of related contracts with the same party for the sale of products or services for each party to whom under which the Company has sold undelivered balance of such products or services with has a sales price in excess of $200,000 during the last twelve calendar months preceding the date of this Agreement, 25,000; or (xi) contract or non-competition provision in any contract prohibiting which prohibits the Company or any Subsidiary from freely engaging in any business or competing anywhere in the world or otherwise limiting in any material respect the use, license, transfer, exploitation, commercialization or sale of the Company’s products, world; (xii) any software license or contract with any officer, director or shareholder (other than excluding licenses for employment on customary terms"off the shelf" software which is generally commercially available), (xiii) contract with independent agentscontracts under which any rights in and/or ownership of any material part of the customer base, brokersbusiness or assets of any of the Company or any of its Subsidiaries, dealers or distributors not terminable on 60 days any shares or less notice without liability to other ownership interests in any of the Company, Company or any of its Subsidiaries was acquired; and (xiv) material salesany other agreement, commissions, advertising arrangement or marketing contract not terminable on 60 days or less notice without liability to under which the Company or (xv) contract entered into any of its Subsidiaries has any ongoing obligations that contemplates or involves the payment or delivery of cash or other than consideration in an amount or having a value in excess of $25,000 in the ordinary course aggregate, or contemplates or involves the performance of business and that is material to services having a value in excess of $25,000 in the Companyaggregate under which the Company or any of its Subsidiaries has any ongoing obligations, including without limitation, any escrow agreements or indemnification agreements.

Contracts and Commitments. (a) Except as set forth on Schedule 4.92.7 hereto lists the following agreements, whether oral or written, to which the Company is not a party party, which are currently in effect, and which relate to any oral or writtenthe operation of the Company’s business: (i) collective bargaining agreement or contract with any labor union, ; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.4 or on Schedule 4.14, ; (iii) hospitalization insurance or other welfare benefit plan or practice, whether formal or informal; (iv) stock purchase or stock option plan, option plan or similar plan, ; (ivv) contract for the employment of any officer, individual employee or other person on a full-time, part-time, time or consulting basisbasis or relating to severance pay for any such person; (vi) confidentiality agreement; (vii) contract, agreement or understanding relating to the voting of the Company’s capital stock or the election of directors; (vviii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any of the assets of the Company’s assets, ; (viix) guaranty of any obligation for borrowed money or other material guaranty, otherwise; (viix) lease or agreement under which it the Company is lessee of, or holds or operates any personal property property, real or personal, owned by any other party, for which the annual rental exceeds $25,000, 10,000; (viiixi) lease or agreement under which it the Company is lessor of of, or permits any third party to hold or operate operate, any property, real or personal, for which the annual rental exceeds $25,000, 10,000; (ixxii) contract or group of related contracts with the same party for the purchase of products or services, under which the undelivered balance of such products and services has a selling price in excess of $50,000 or under which an amount in excess of $50,000 remains due to the Company, (x) contract or group of related contracts with the same party for the sale of products or services for each party to whom the Company has sold products or services with a sales price in excess of $200,000 during the last twelve calendar months preceding the date of this Agreement, (xi) contract or non-competition provision in any contract prohibiting prohibits the Company from freely engaging in any business or competing anywhere in the world world; (xiii) license agreement or otherwise limiting agreement providing for the payment or receipt of royalties or other compensation by the Company in any material respect connection with the use, license, transfer, exploitation, commercialization intellectual property rights listed in Schedule 2.19(b) hereto; (xiv) contract or commitment for capital expenditures in excess of $10,000; (xv) agreement for the sale of any capital asset; (xvi) contracts, understandings, arrangements or commitments with respect to the acquisition and/or use by the Company of Intellectual Property of others or by others of Company Intellectual Property (as defined in Section 2.19 hereof); or (xvii) other agreement which is either material to the Company’s products, (xii) contract with any officer, director business or shareholder (other than for employment on customary terms), (xiii) contract with independent agents, brokers, dealers or distributors was not terminable on 60 days or less notice without liability to the Company, (xiv) material sales, commissions, advertising or marketing contract not terminable on 60 days or less notice without liability to the Company or (xv) contract entered into other than in the ordinary course of business and that is material to the Companybusiness.

Contracts and Commitments. (a) Except as set forth on Schedule 4.9, in Section 4.9(a) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is not a party to any oral or writtencurrently effective: (i) collective bargaining agreement or contract with any labor union, ; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.4 or on Schedule 4.14, (iii) stock purchase plan, option plan or similar plan, (iv) contract for the employment or engagement of any officer, individual employee or other person on a full-time, part-time, time or consulting basis, basis providing for base compensation in excess of $100,000 per annum; (viii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien Lien (other than a Permitted Lien) on any portion of the Company’s assets, assets of the Company and its Subsidiaries; (viiv) guaranty of any obligation for borrowed money or other material guaranty, ; (viiv) lease or agreement under which it is a lessee of, or holds or operates any real or personal property owned by any other party, for which the annual rental exceeds $25,000, 100,000; (viiivi) lease contract or agreement under which it is a lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $25,000, ; (ixvii) contract (or group of related contracts with respect to a single transaction or series of related transactions) with any customer of the same party for the purchase of products Company or services, under which the undelivered balance of such products and services has a selling price its Subsidiaries that generated recurring revenue in excess of $50,000 or under which an amount 500,000 in excess of $50,000 remains due to the Company12-month period ended September 30, 2013 (xeach such customer, a “Significant Customer”; (viii) contract involving the payment or group receipt of related contracts with the same party for the sale royalties or other amounts of products or services for each party to whom the Company has sold products or services with a sales price in excess of more than $200,000 during the last twelve calendar months preceding the date of this Agreement500,000, (xi) contract or non-competition provision in any contract prohibiting the Company from freely engaging in any business or competing anywhere in the world aggregate, calculated based on the revenues or otherwise limiting in any material respect the use, license, transfer, exploitation, commercialization or sale income of the Company’s products, (xii) contract with any officer, director or shareholder (other than for employment on customary terms), (xiii) contract with independent agents, brokers, dealers or distributors not terminable on 60 days or less notice without liability to the Company, (xiv) material sales, commissions, advertising or marketing contract not terminable on 60 days or less notice without liability to the Company or its Subsidiaries or income or revenues related to any product of the Company or its Subsidiaries. Section 4.9(a) of the Company Disclosure Schedule lists the currently effective Contracts between the Company or its Subsidiaries and the top five (xva) contract entered into other than in distributors, by revenue, and (b) suppliers, by turnover, of the ordinary course of business Company and that is material to its Subsidiaries for the Company12-month period ended September 30, 2013.

Contracts and Commitments. (ai) Except as set forth on The Disclosure Schedule 4.9lists the following agreements, the Company is not a party to any whether oral or written, to which Xxxxxxx is a party or by which Xxxxxxx or its assets are bound: (iA) collective bargaining agreement or contract with any labor union, ; (iiB) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (C) hospitalization insurance or other welfare benefit plan or practice, other than as described in Section 4.4 whether formal or on Schedule 4.14, informal; (iiiD) stock purchase or stock option plan, option plan or similar plan, ; (ivE) contract for the employment of any officer, individual employee or other person on a full-time, part-time, time or consulting basisbasis or relating to severance pay for any such person; (F) confidentiality agreement with employees and with consultants, vendors, customers or other third parties; (vG) contract, agreement or understanding relating to the voting of Xxxxxxx'x capital stock or the election of directors of Xxxxxxx; (H) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any of the Company’s assets, assets of Xxxxxxx; (viI) guaranty of any obligation for borrowed money or other material guaranty, otherwise; (viiJ) lease or agreement under which it is lessee of, or holds or operates any personal property property, real or personal, owned by any other party, for which the annual rental exceeds $25,000, ; (viiiK) lease or agreement under which it is lessor of of, or permits any third party to hold or operate operate, any property, real or personal, for which the annual rental exceeds $25,000, 10,000 (ixL) contract or group of related contracts with the same party for the purchase of products or services, under which the undelivered balance of such products and services has a selling price in excess of $50,000 or under which an amount in excess of $50,000 remains due to the Company, (x) other than any contract or group of related contracts for the purchase or sale of products or services) continuing over a period of more than six months from the date or dates thereof, not terminable by it on 30 days' or less notice without penalty and involving more than $10,000; (M) contract which prohibits Xxxxxxx from freely engaging in business anywhere in the world; (N) contract for the distribution of products through or in conjunction with Xxxxxxx (including any distributor, sales and original equipment manufacturer contract); (O) franchise agreement; (P) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Xxxxxxx in connection with the same party intellectual property rights set forth in the Disclosure Schedule; (Q) contract or commitment for capital expenditures in excess of $10,000, (R) agreement for the sale of products or services for each party to whom the Company has sold products or services with a sales price in excess of $200,000 during the last twelve calendar months preceding the date of this Agreement, any capital asset; (xi) contract or non-competition provision in any contract prohibiting the Company from freely engaging in any business or competing anywhere in the world or otherwise limiting in any material respect the use, license, transfer, exploitation, commercialization or sale of the Company’s products, (xiiS) contract with any officer, director or shareholder affiliate which in any way relates to Xxxxxxx (other than for employment on customary terms), ; or (xiiiT) contract with independent agents, brokers, dealers or distributors not terminable on 60 days or less notice without liability other agreement which is either material to the Company, (xiv) material sales, commissions, advertising business of Xxxxxxx or marketing contract was not terminable on 60 days or less notice without liability to the Company or (xv) contract entered into other than in the ordinary course of business and that is material (other than agreements required to be listed in the CompanyDisclosure Schedule).

Contracts and Commitments. (a) Except as set forth listed and described on Schedule 4.95.20, the Company Seller is not a party to any oral or writtenany: (i) collective bargaining agreement or contract Contract (as defined below) with any labor unionemployee or consultant (including, without limitation, any employment agreement); (ii) bonus, pension, profit sharing, retirement Future or other form of deferred compensation plan, other than as described in Section 4.4 or on Schedule 4.14, (iii) stock purchase plan, option plan or similar plan, (iv) contract for the employment of any officer, employee or other person on a full-time, part-time, or consulting basis, (v) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any of the Company’s assets, (vi) guaranty of any obligation for borrowed money or other material guaranty, (vii) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $25,000, (viii) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $25,000, (ix) contract or group of related contracts with the same party Contract for the purchase of green coffee; (iii) Contract for the future purchase of, or payment for, supplies or products or services, under which involving payment by the undelivered balance Seller of such products and services has a selling price in excess of $50,000 25,000 or under which for the performance of services by a third party involving payment by Seller in excess of $25,000; (iv) Contract to sell or supply products or to perform services involving receipt by Seller of an amount in excess of $50,000 remains due to the Company25,000, (xv) Representative, sales agency or distribution agreement, contract or group of related contracts with the same party for the sale of products commitment, not terminable by Seller on thirty (30) days notice or services for each party to whom the Company has sold products less without cost or services with a sales price liability in excess of $200,000 during 10,000 for any such agreement, contract or commitment; (vi) Lease under which Seller is either the last twelve calendar months preceding lessor or lessee relating to personal property and involving annual payments by or to Seller in excess of $10,000; (vii) Factoring agreement or agreement for the date assignment of receivables or inventory, (viii) Advertising agreement; (ix) Contract for any capital expenditure involving future payments, which, together with future payments under all other existing Contracts for all capital projects, are in excess of $25,000; (x) Contract limiting or restraining in any respect Seller from engaging or competing in any lines of business or with any person; (xi) Contract for any charitable or political contribution; (xii) Contract with any labor union; and (xiii) Any other Contract (x) wherein the amount of payments to be made by Seller thereunder exceeds $25,000, or (y) which is not cancelable by Seller without penalty on no more than thirty (30) days notice. As used in this Agreement, the term Contract includes any mortgage, indenture, agreement, contract, commitment or lease. (xib) contract or non-competition provision Except as may be otherwise set forth on Schedule 5.20 to this Agreement, with respect to each of the Contracts listed on Schedule 5.20, to the best of Sellers actual knowledge: (i) Seller is in any contract prohibiting compliance with the Company from freely engaging provisions thereof; (ii) no party is in any business or competing anywhere default in the world performance, observance or otherwise limiting in fulfillment of any material respect obligation, covenant or condition contained therein; and (iii) no event has occurred which with or without the usegiving of notice or lapse of time, licenseor both, transfer, exploitation, commercialization or sale of the Company’s products, (xii) contract with any officer, director or shareholder (other than for employment on customary terms), (xiii) contract with independent agents, brokers, dealers or distributors not terminable on 60 days or less notice without liability to the Company, (xiv) material sales, commissions, advertising or marketing contract not terminable on 60 days or less notice without liability to the Company or (xv) contract entered into other than in the ordinary course of business and that is material to the Company.would constitute a default thereunder by Seller. 5.21

Contracts and Commitments. (a) Except as set Set forth on the attached Schedule 4.9, 4.09 is a list of all binding agreements or contracts (written or oral) of the following types to which any Xxxxxxx’x Company is not a party to or by which any oral or writtenXxxxxxx’x Company is bound: (i) purchase agreements to any completed business acquisition or divestiture by any Xxxxxxx’x Companies within the previous two (2) years; (ii) collective bargaining agreement agreements or contract contracts with any labor union, ; (iiiii) bonus, pension, profit sharing, retirement retirement, severance or other form forms of deferred compensation plan, other than as described in Section 4.4 4.13 or on Schedule 4.14, (iii) stock purchase plan, option plan or similar plan, the schedules relating thereto; (iv) contract contracts for the employment of any officer, individual employee or other person on a full-time, part-time, time or consulting basisbasis or contracts with any officer, employee or director (including confidentiality agreements, non-compete agreements); (v) agreement sales representative or indenture distributor agreements; (vi) agreements or indentures relating to the borrowing of money (including those related to the Indebtedness) or to mortgaging, pledging or otherwise placing a lien Lien on any portion of the any Xxxxxxx’x Company’s assets, other than Permitted Liens; (vivii) guaranty guarantees of any obligation for borrowed money or other material guaranty, ; (viiviii) lease leases or agreement agreements under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $25,000, 50,000; (viiiix) lease leases or agreement agreements under which it is lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $25,000, 50,000; (ixx) contract contracts or group of related contracts with the same party for the purchase of products or services, under which the undelivered balance of such products and services has a selling price in excess of $50,000 or under which an amount (other than purchase orders entered into in excess the ordinary course of $50,000 remains due to the Company, business); (xxi) contract contracts or group of related contracts with the same party for the sale of products or services for each party to whom under which the Company has sold undelivered balance of such products or services with has a sales price in excess of $200,000 during the last twelve calendar months preceding the date of this Agreement, 50,000 (xi) contract or non-competition provision in any contract prohibiting the Company from freely engaging in any business or competing anywhere other than purchase orders entered into in the world or otherwise limiting in any material respect the use, license, transfer, exploitation, commercialization or sale ordinary course of the Company’s products, business); (xii) contract with contracts relating to the purchase by any officer, director employee of any Xxxxxxx’x Company or shareholder (other than for employment on customary terms), any capital stock of the Xxxxxxx’x Companies; (xiii) contract contracts or agreements related to the payment of any bonuses or incentives, to any employee of the Xxxxxxx’x Companies in connection with independent agentsthe sale of any Xxxxxxx’x Company; (xiv) all commitments from vendors to provide co-op allowances, brokersvolume allowances, dealers defective product allowances or distributors any other rebates or financial incentives in exchange for any Xxxxxxx’x Company doing business with such vendor; or (xv) contracts continuing over a period of more than six (6) months from the date hereof not terminable by any of the Xxxxxxx’x Companies on 60 30 days or less notice without liability to the Company, (xiv) material sales, commissions, advertising or marketing contract not terminable on 60 days or less notice without liability to the Company or (xv) contract entered into other than in the ordinary course of business and that is material to the Companymonetary penalty.

Contracts and Commitments. (a) Except as set forth on Schedule 4.94.09(a) hereto, neither the Company nor any Subsidiary is not a party to any oral or writtenany: (i) collective bargaining agreement or contract with any labor union, ; (ii) written bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.4 or on Schedule 4.14, 4.13 hereto; (iii) stock purchase planpurchase, stock option plan or similar plan, other than as described in Section 4.13; (iv) written contract for the employment of any officerofficer or individual employee providing for fixed compensation in excess of $50,000 per annum or variable compensation, employee or other person on a full-timeincluding sales commissions, part-time, or consulting basis, which reasonably may be in excess of $25,000 per annum; (v) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien Lien on any material portion of the Company’s assets, assets of the Company and its Subsidiaries; (vi) guaranty of any obligation for borrowed money or other material guaranty, ; (vii) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $25,000, 100,000; (viii) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $25,000, 100,000; (ix) contract or group of related contracts with the same party for the purchase of products or services, under services which the undelivered balance of such products and services has a selling price provide for annual payments in excess of $50,000 100,000 (based on payments made during the twelve-month period ending on the date of the Latest Balance Sheet or under anticipated payments for the first twelve months of such contracts for parties from which an amount in excess of $50,000 remains due to the Company, Company has purchase contracts for less than twelve months); (x) contract or group of related contracts with the same party a client or customer that provides annual revenues (based on revenues for the sale twelve-month period ending on the date of products the Latest Balance Sheet or services anticipated revenues for each party to whom the first twelve months of such contracts for clients or customers who have been clients or customers of the Company has sold products or services with a sales price for less than twelve months) to the Company and its Subsidiaries in excess of $200,000 during the last twelve calendar months preceding the date of this Agreement, 200,000; (xi) contract material license or non-competition provision in royalty agreement relating to the use of any contract prohibiting third party intellectual property (excluding licenses to commercially available “off the shelf” software less than $25,000); (xii) contracts which materially prohibits the Company or any of its Subsidiaries from freely engaging in any business or competing anywhere in the world or otherwise limiting in any material respect the use, license, transfer, exploitation, commercialization or sale of the Company’s products, (xii) contract with any officer, director or shareholder (other than for employment on customary terms), world; (xiii) contract with contracts granting any exclusive distribution or other exclusive rights or which would prevent the Company or the Buyer from hiring employees or independent agents, brokers, dealers or distributors not terminable on 60 days or less notice without liability to the Company, contractors; (xiv) material sales, commissions, advertising written consulting or marketing contract not terminable on 60 days or less notice without liability to the Company or (xv) contract entered into other than non-employment compensation arrangement with any individual providing for compensation in the ordinary course excess of business and that is material to the Company$50,000 per annum.

Contracts and Commitments. (a) Except as set forth on Schedule 4.9in SCHEDULE 2.19 ("Contracts and Commitments"), the Sellers and each Acquired Company have provided or made available to Buyer a complete, accurate list of, or made available to Buyer copies of each of the following (each a "Company Commitment") to which an Acquired Company is not a party to or by which any oral of its properties is bound and which presently remains executory in whole or writtenin any part: (i) collective bargaining agreement each partnership or contract with any labor union, joint venture agreement; (ii) bonuseach guaranty or suretyship, pension, profit sharing, retirement indemnification or contribution agreement or performance bond (other than any Guaranty limited as to recourse to no more than Five Thousand Dollars ($5,000) and any Guaranty of any automobile or other form vehicle retail installment sales contract entered into and sold to a financial institution in the ordinary course of deferred compensation planbusiness); (iii) each instrument, agreement or other obligation evidencing or relating to indebtedness of an Acquired Company involving more than Twenty-Five Thousand Dollars ($25,000) in any single case, or to money lent or to be lent to another Person involving more than One Hundred Thousand Dollars ($100,000) in the aggregate, other than as described any of its dealership customers in Section 4.4 connection with the purchase, or on Schedule 4.14the refinancing of the purchase, (iii) stock purchase plan, option plan or similar plan, of any vehicle; (iv) each contract for the employment of any officer, employee to purchase or other person on a full-time, part-time, or consulting basis, sell real property; (v) each agreement with brokers of motor vehicles or indenture relating to sales or commission agents, public relations or advertising agencies, accountants or attorneys (other than in connection with this Agreement and the borrowing transactions contemplated hereby) involving total payments within any twelve (12) month period in excess of money or to mortgaging, pledging or otherwise placing a lien on any of the Company’s assets, Ten Thousand Dollars ($10,000) and which is not terminable without penalty and no more than thirty (30) days' prior notice; (vi) guaranty each Related Party Agreement involving total payments within any twelve (12) month period in excess of any obligation for borrowed money or other material guaranty, Ten Thousand Dollars ($10,000) and which is not terminable without penalty on no more than thirty (30) days' prior notice; (vii) lease each contract containing any noncompetition agreement, covenant or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $25,000, undertaking; (viii) lease each dealer sales and service agreement to which an Acquired Company is a party and each other agreement providing for the purchase from a supplier of all or agreement under which it is lessor substantially all the requirements of an Acquired Company of a particular product or permits any third party to hold service; or operate any property, real or personal, for which the annual rental exceeds $25,000, (ix) contract each other agreement or group of related contracts with the same party for the purchase of products or services, under which the undelivered balance of such products and services has a selling price in excess of $50,000 or under which an amount in excess of $50,000 remains due to the Company, (x) contract or group of related contracts with the same party for the sale of products or services for each party to whom the Company has sold products or services with a sales price in excess of $200,000 during the last twelve calendar months preceding the date of this Agreement, (xi) contract or non-competition provision in any contract prohibiting the Company from freely engaging in any business or competing anywhere in the world or otherwise limiting in any material respect the use, license, transfer, exploitation, commercialization or sale of the Company’s products, (xii) contract with any officer, director or shareholder (other than for employment on customary terms), (xiii) contract with independent agents, brokers, dealers or distributors commitment not terminable on 60 days or less notice without liability to the Company, (xiv) material sales, commissions, advertising or marketing contract not terminable on 60 days or less notice without liability to the Company or (xv) contract entered into other than made in the ordinary course of business and that which is material to the CompanyAcquired Companies.

Contracts and Commitments. (a) Except as set forth on in Schedule 4.93.11 hereto, the Company Seller is not a party to any oral or writtenbound by, whether written or oral, any: (i) collective bargaining agreement or contract with any labor union, whether formal or informal; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.4 or on Schedule 4.14, (iii) stock purchase plan, option plan or similar plan, (iv) contract for the employment of any officer, individual employee or other person on a full-time, part-time, time or consulting basis, basis or any severance agreements; (viii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien Lien on any of the Company’s assets, Purchased Assets; (viiv) guaranty of any obligation for borrowed money license or other material guaranty, royalty agreements; (viiv) lease or agreement under which it Seller is lessee of, or holds or operates operates, any personal property owned by any other party, party for which the annual rental exceeds $25,000, 50,000; (viiivi) lease or agreement under which it Seller is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which the annual rental exceeds $25,000, 50,000; (ixvii) contract or group of related contracts with the same party for the purchase or sale of raw materials, commodities, supplies, products or services, under other personal property or for the furnishing or receipt of services which the undelivered balance either calls for performance over a period of such products and services has more than six months or involves a selling price sum in excess of $50,000 or under which an amount in excess of $50,000 remains due may not be terminable with less than six months' notice; (viii) contract relating to the Companydistribution, marketing or sales of its products or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000; (ix) franchise agreements, (x) contract agreements, contracts or group of related contracts with the same party for the sale of products or services for each party understandings pursuant to whom the Company has sold products or services with a sales price in excess of $200,000 during the last twelve calendar months preceding the date of this Agreement, which Seller subcontracts work to third parties; (xi) contract or non-competition provision in any contract agreement prohibiting the Company it from freely engaging in any business or competing anywhere in the world world; or otherwise limiting in any material respect the use, license, transfer, exploitation, commercialization or sale of the Company’s products, (xii) contract with any officer, director or shareholder (other than for employment on customary terms), (xiii) contract with independent agents, brokers, dealers or distributors not terminable on 60 days or less notice without liability agreement which Seller deems material to the Company, (xiv) material sales, commissions, advertising Business taken as a whole whether or marketing contract not terminable on 60 days or less notice without liability to the Company or (xv) contract entered into other than in the ordinary course of business and that is material to the Companybusiness.

Contracts and Commitments. (a) Except as set forth on Schedule 4.9in SCHEDULE 2.19 ("Contracts and Commitments"), the Sellers and each Acquired Company have provided Buyer with a complete, accurate list of, or made available to Buyer copies of each of the following (each a "Company Commitment") to which an Acquired Company is not a party to or by which any oral of its properties is bound and which presently remains executory in whole or writtenin any part: (i) collective bargaining agreement each partnership or contract with any labor union, joint venture agreement; (ii) bonuseach guaranty or suretyship, pension, profit sharing, retirement indemnification or contribution agreement or performance bond (other than any Guaranty limited as to recourse to no more than Five Thousand Dollars ($5,000) and any Guaranty of any automobile or other form vehicle retail installment sales contract entered into and sold to a financial institution in the ordinary course of deferred compensation planbusiness); (iii) each instrument, agreement or other obligation evidencing or relating to indebtedness of an Acquired Company involving more than Twenty-Five Thousand Dollars ($25,000) in any single case, or to money lent or to be lent to another Person involving more than One Hundred Thousand Dollars ($100,000) in the aggregate, other than as described any of its dealership customers in Section 4.4 connection with the purchase, or on Schedule 4.14the refinancing of the purchase, (iii) stock purchase plan, option plan or similar plan, of any vehicle; (iv) each contract for the employment of any officer, employee to purchase or other person on a full-time, part-time, or consulting basis, sell real property; (v) each agreement with brokers of motor vehicles or indenture relating to sales or commission agents, public relations or advertising agencies, accountants or attorneys (other than in connection with this Agreement and the borrowing transactions contemplated hereby) involving total payments within any twelve (12) month period in excess of money or to mortgaging, pledging or otherwise placing a lien on any of the Company’s assets, Ten Thousand Dollars ($10,000) and which is not terminable without penalty and no more than thirty (30) days' prior notice; (vi) guaranty each Related Party Agreement involving total payments within any twelve (12) month period in excess of any obligation for borrowed money or other material guaranty, Ten Thousand Dollars ($10,000) and which is not terminable without penalty on no more than thirty (30) days' prior notice; (vii) lease each contract containing any noncompetition agreement, covenant or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $25,000, undertaking; (viii) lease each dealer sales and service agreement to which an Acquired Company is a party and each other agreement providing for the purchase from a supplier of all or agreement under which it is lessor substantially all the requirements of an Acquired Company of a particular product or permits any third party to hold service; or operate any property, real or personal, for which the annual rental exceeds $25,000, (ix) contract each other agreement or group of related contracts with the same party for the purchase of products or services, under which the undelivered balance of such products and services has a selling price in excess of $50,000 or under which an amount in excess of $50,000 remains due to the Company, (x) contract or group of related contracts with the same party for the sale of products or services for each party to whom the Company has sold products or services with a sales price in excess of $200,000 during the last twelve calendar months preceding the date of this Agreement, (xi) contract or non-competition provision in any contract prohibiting the Company from freely engaging in any business or competing anywhere in the world or otherwise limiting in any material respect the use, license, transfer, exploitation, commercialization or sale of the Company’s products, (xii) contract with any officer, director or shareholder (other than for employment on customary terms), (xiii) contract with independent agents, brokers, dealers or distributors commitment not terminable on 60 days or less notice without liability to the Company, (xiv) material sales, commissions, advertising or marketing contract not terminable on 60 days or less notice without liability to the Company or (xv) contract entered into other than made in the ordinary course of business and that which is material to the CompanyAcquired Companies.

Contracts and Commitments. (a) Except as set forth on Schedule 4.9the attached Contracts Schedule, neither the Company nor any of its Subsidiaries is not a party to any oral to, or writtenis otherwise bound by, any: (i) collective bargaining agreement or contract with any labor union, ; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described set forth in Section 4.4 4.13 or on Schedule 4.14, the Disclosure Schedules relating thereto; (iii) stock purchase planpurchase, stock option plan or similar plan, ; (iv) contract for the employment of any officer, individual employee or other person on a full-time, part-time, time or consulting basis, basis providing for base compensation in excess of $85,000.00 per annum; (v) agreement or indenture relating to the lending or borrowing of money or to mortgaging, pledging or otherwise placing a lien Lien (other than a Permitted Lien) on any portion of the Company’s assets, assets of the Company or any of its Subsidiaries; (vi) guaranty of any obligation for borrowed money or other material guaranty, ; (vii) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $25,000, 100,000.00; (viii) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $25,000, 100,000.00; (ix) contract or group of related contracts with the same party for requiring annual expenditures by the purchase Company or any of products or services, under which the undelivered balance of such products and services has a selling price its Subsidiaries in excess of $50,000 or under 250,000.00, other than agreements which an amount in excess of $50,000 remains due to the Company, are terminable at will by either party upon less than 90-days notice; (x) contract or group of related contracts with the same party for the sale of products or services for each party to whom the Company has sold products or services with a sales price which have consideration in excess of $200,000 during the last twelve calendar months preceding the date of this Agreement250,000.00, other than agreements which are terminable at will by either party upon less than 90-days notice; (xi) contract or non-competition provision in any contract prohibiting which prohibits the Company or any of its Subsidiaries from freely engaging in any business or competing with any Person in any product line or business, or operating, anywhere in the world or otherwise limiting in any material respect the use, license, transfer, exploitation, commercialization or sale of the Company’s products, world; (xii) contract with any officer, director or shareholder (other than for employment on customary terms), (xiii) contract with independent agents, brokers, dealers or distributors not terminable on 60 days or less notice without liability contracts relating to the Company, (xiv) material sales, commissions, advertising licensing of Intellectual Property by the Company or marketing contract not terminable on 60 days any of its Subsidiaries to a third party or less notice without liability by a third party to the Company or any of its Subsidiaries; (xiii) agreements affecting the Company’s or any of its Subsidiaries’ ownership of or ability to use or disclose any material Intellectual Property; (xiv) partnership agreement and joint venture agreement relating to the Company or any of its Subsidiaries; (xv) contract entered into other than in for the ordinary course acquisition or sale of business and that is material to a business, line of products, Subsidiary or the Company, whether through the purchase or sale of stock, assets or otherwise; and (xvi) agreement, arrangement, understanding or commitment to do any of the foregoing described in this Section 4.09(a).

Contracts and Commitments. (ai. Schedule 7(h)(i) Except as set forth on Schedule 4.9lists the following agreements, the Company is not a party to any whether oral or written, to which Company is a party, which are currently in effect, and which relate to the operation of Company’s business: (i) collective bargaining agreement or contract with any labor union, ; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.4 or on Schedule 4.14, ; (iii) stock purchase plan, option hospitalization insurance or other welfare benefit plan or similar planpractice, whether formal or informal, (iv) equity purchase or profits interest plan; (v) contract for the employment of any officer, employee or other person Person on a full-time, part-time, time or consulting basisbasis or relating to severance pay for any such Person; (vi) confidentiality agreement; (vii) contract, agreement or understanding relating to the voting of Company Membership Interests or the election of managers of Company; (vviii) promissory note, agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any of the assets of Company’s assets, ; (viix) guaranty of any obligation for borrowed money or other material guaranty, otherwise; (viix) lease or agreement under which it Company is lessee of, or holds or operates any personal property property, real or personal, owned by any other party, for which the annual rental exceeds $25,000, 50,000; (viiixi) lease or agreement under which it Company is lessor of of, or permits any third party to hold or operate operate, any property, real or personal, for which the annual rental exceeds $25,000, 50,000; (ixxii) contract or group of related contracts with the same party for the purchase of products or services, under which the undelivered balance of such products and services has a selling price in excess of $50,000 or under which an amount in excess of $50,000 remains due to the Company, (x) contract or group of related contracts with the same party for the sale of products or services for each party to whom the Company has sold products or services with a sales price in excess of $200,000 during the last twelve calendar months preceding the date of this Agreement, (xi) contract or non-competition provision in any contract prohibiting the prohibits Company from freely engaging in any business or competing anywhere in the world or otherwise limiting in any material respect the use, license, transfer, exploitation, commercialization or sale of the Company’s products, (xii) contract with any officer, director or shareholder (other than for employment on customary terms), world; (xiii) contract license agreement or agreement providing for the payment or receipt of royalties or other compensation by Company in connection with independent agents, brokers, dealers or distributors not terminable the intellectual property rights listed on 60 days or less notice without liability to the Company, Schedule 7(q)(ii); (xiv) material sales, commissions, advertising contract or marketing contract not terminable on 60 days or less notice without liability to the Company or commitment for capital expenditures in excess of $50,000; (xv) contract agreement for the sale of any capital asset; (xvi) non-compete agreements; or (xvi) any other agreement which is either material to Company’s business or was not entered into other than in the ordinary course of business and that is material to the Companybusiness.

Contracts and Commitments. (a) Except as set forth on Schedule 4.9The Disclosure Schedule, under the Company is not a party to any caption referencing this Section 4.13, lists the following agreements, whether oral or written, to which Seller is a party, which are currently in effect, and which relate to the manufacture and distribution of the Products or to the Assets: (i) collective bargaining agreement or contract with any labor union, confidentiality agreements; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.4 or on Schedule 4.14, (iii) stock purchase plan, option plan or similar plan, (iv) contract for the employment of any officer, employee or other person on a full-time, part-time, or consulting basis, (v) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any of the Company’s assets, (vi) guaranty of any obligation for borrowed money or other material guaranty, (vii) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $25,000, (viii) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $25,000, (ix) contract or group of related contracts with the same party for the purchase of products or services, services under which the undelivered balance of such products and or services has a selling price is in excess of Ten Thousand Dollars ($50,000 or under which an amount in excess of $50,000 remains due to the Company, 10,000); (xiii) contract or group of related contracts with the same party for the sale of products or services for each party to whom under which the Company has sold undelivered balance of such products or services with has a sales price in excess of Ten Thousand Dollars ($200,000 during the last twelve calendar months preceding the date of this Agreement, 10,000); (xiiv) contract or non-competition provision in group of related contracts with the same party (other than any contract prohibiting or group of related contracts for the Company purchase or sale of products or services) continuing over a period of more than six (6) months from the date or dates thereof, not terminable by it on thirty (30) days' or less notice without penalty and involving more than Ten Thousand Dollars ($10,000); (v) contract which prohibits Seller from freely engaging in any business or competing anywhere in the world or otherwise limiting in world; (vi) contract for the distribution of any material respect the use, license, transfer, exploitation, commercialization or sale of the Company’s productsProducts (including any distributor, sales representative, sales and original equipment manufacturer contract); (xiivii) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Seller in connection with the intellectual property rights listed under the caption referencing Section 1.01(f) and (g) hereof in the Disclosure Schedule; (viii) contract with any officer, director or shareholder commitment for capital expenditures in excess of Ten Thousand Dollars ($10,000) or (ix) other than for employment on customary terms), (xiii) contract with independent agents, brokers, dealers or distributors not terminable on 60 days or less notice without liability agreement which is either material to the Company, (xiv) material sales, commissions, advertising manufacture or marketing contract distribution of the Products or was not terminable on 60 days or less notice without liability to the Company or (xv) contract entered into other than in the ordinary course of business and that which is material a contract to the Companybe assumed by Buyer hereunder.

Contracts and Commitments. (a) Except as set forth on Schedule 4.94.12, and except for agreements entered into by the Company after the date hereof in accordance with Section 6.01, the Company is not currently a party to any oral or writtenany: (i) collective bargaining agreement or contract with any labor union, ; (ii) written bonus, pension, employee profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.4 or on Schedule 4.14, ; (iii) stock purchase planpurchase, stock option plan or similar plan, ; (iv) contract for the employment of any officer, individual employee or other person on a full-time, part-time, time or consulting basis, basis providing for base salary compensation in excess of $200,000 per annum; (v) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien Lien on any material portion of the assets of the Company’s assets, ; (vi) guaranty of any obligation for borrowed money or other material guaranty, ; (vii) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $25,000, 250,000; (viii) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $25,000, 250,000; (ix) contract or group of related contracts with the same party for the purchase of products or services, under services which provide for annual payments by the undelivered balance of such products and services has a selling price Company in excess of $50,000 or under which an amount in excess 300,000 during the trailing twelve-month period ending on the date of $50,000 remains due to the Company, Latest Balance Sheet; (x) agreements relating to any completed material business acquisition by the Company within the last three (3) years; (xi) contract or group of related contracts with a client or customer that provides annual net revenues (defined solely for this clause (xi) as the same party for gross merchant discount rate less interchange) (based on the sale trailing twelve-month period ending on the date of products or services for each party the Latest Balance Sheet) to whom the Company has sold products or services with a sales price in excess of $200,000 during 900,000; (xii) material license or royalty agreement relating to the last twelve calendar months preceding the date use of this Agreement, any third party intellectual property other than commercially available off-the-shelf software licenses; (xixiii) contract or non-competition provision in any contract prohibiting which prohibits the Company from freely engaging in any business or competing anywhere in the world world; or otherwise limiting in any material respect the use, license, transfer, exploitation, commercialization or sale of the Company’s products, (xii) contract with any officer, director or shareholder (other than for employment on customary terms), (xiii) contract with independent agents, brokers, dealers or distributors not terminable on 60 days or less notice without liability to the Company, (xiv) material sales, commissions, advertising or marketing contract not terminable on 60 days or less notice without liability agreement relating to the provision of merchant processing or settlement services involving consideration from the Company or (xv) contract entered into other than in excess of $300,000 for the ordinary course 12- month period ending on the date of business and that is material to the CompanyLatest Balance Sheet.

Contracts and Commitments. (a) A Except as set forth on Schedule 4.9the attached Contracts Schedule, and except for confidentiality agreements, similar to that referenced in Section 6.2 entered into through KippsDeSanto & Co. in the solicitation of bids from other potential buyers in the transaction to which this Agreement relates, the Company is not a party to any: agreement relating to any oral or written: (i) completed business acquisition by the Company; collective bargaining agreement or contract with any labor union, (ii) other than as described in Section .18 of this Agreement or the Employment and Labor Matters Schedule; bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.4 .12 of this Agreement or on Schedule 4.14in the Employee Benefits Schedule; stock purchase, (iii) stock purchase plan, option plan or similar plan, (iv) ; contract for the employment of any officer, individual employee or other person on a full-time, part-time, or consulting basis, (v) Person providing for fixed compensation in excess of $100,000 per annum; agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any of the Company’s assets, (vi) ; guaranty of any obligation for borrowed money or other material guaranty, (vii) money; lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $25,000, (viii) 200,000; lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $25,000, (ix) 200,000; contract or group of related contracts with the same party for the purchase of products or services, under which the undelivered balance of such products and services has a selling price in excess of $50,000 or under which an amount 200,000 (other than purchase orders entered into in excess the ordinary course of $50,000 remains due to the Company, (x) business consistent with past practice); contract or group of related contracts with the same party for the sale of products or services for each party to whom under which the Company has sold undelivered balance of such products or services with has a sales price in excess of $200,000 during (other than purchase orders entered into in the last twelve calendar months preceding ordinary course of business consistent with past practice); contract relating to capital expenditures or other purchases of material, supplies, equipment or other assets or properties (other than purchase orders for Inventory or supplies in the date ordinary course of this Agreementbusiness) in excess of $50,000 individually, or $200,000 in the aggregate; contract involving a loan (xiother than Accounts Receivable from trade debtors in the ordinary course of business) or advance to (other than travel and entertainment allowances to the employees of the Company extended in the ordinary course of business), or investment in, any Person or relating to the making of any such loan, advance or investment; contract providing for any management, consulting, financial advisory or non-competition provision any other similar service; contract involving the future disposition or acquisition of assets or properties, or any merger, consolidation or similar business combination transaction, including letters of intent; contract involving any resolution or settlement of any actual or threatened litigation, arbitration, claim or other dispute; contract involving a confidentiality, standstill or similar arrangement; contract which contain restrictions with respect to payment of dividends or any other distribution in any respect of the Capital Stock or other equity interests of the Company or contract prohibiting which prohibits the Company from freely engaging in any business or competing anywhere in the world or otherwise limiting in any material respect the use, license, transfer, exploitation, commercialization or sale of the Company’s products, (xii) contract with any officer, director or shareholder (other than for employment on customary terms), (xiii) contract with independent agents, brokers, dealers or distributors not terminable on 60 days or less notice without liability to the Company, (xiv) material sales, commissions, advertising or marketing contract not terminable on 60 days or less notice without liability to the Company or (xv) contract confidentiality agreements entered into other than in the ordinary course of business business). .B A true and that correct copy of each written contracts referred to on the Contracts Schedule, together with all material amendments, waivers or other changes to such contracts, has been delivered or made available to Purchaser. .C Except as set forth in the Contracts Schedule, each contract listed on the Contracts Schedule is material in full force and effect and there exists no (i) default or event of default by the Company or, to the knowledge of the Company, any other party to any such Contract with respect to any material term or provision of any such Contract or (ii) event, occurrence, condition or act (including the consummation of the transactions contemplated hereby) which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default by the Company or, to the knowledge of the Company, any other party thereto, with respect to any material term or provision of any such Contract. Except as set forth in the Contracts Schedule, the Company is not a party to any contract or agreement where the cost of completion thereof would be reasonably expected to exceed the balance of monies to be paid by a customer or other Person to the Company under such contract or agreement.

Contracts and Commitments. Except for agreements listed as exhibits to any Company SEC Document and on Section 5.14 of the Company Disclosure Letter, none of Company or any of its Subsidiaries is a party to any: (a) Except as set forth on Schedule 4.9employment agreement (other than oral "at-will" employment of employees and the Company's standard for Offer Letter, the Company is not a party form of which has been made available to any oral or written: Healtheon/WebMD); (ib) collective bargaining agreement or contract with any labor union, agreement; (iic) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.4 or on Schedule 4.14, (iii) stock purchase plan, option plan or similar plan, (iv) contract for the employment of any officer, employee or other person on a full-time, part-time, or consulting basis, (v) agreement or indenture Contract relating to the borrowing of money in excess of $1,000,000 by Company or to mortgaging, pledging any Subsidiary or otherwise placing a lien on any of the Company’s assets, (vi) guaranty of any obligation for borrowed the borrowing of money or other material guaranty, (vii) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $25,000, (viii) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $25,000, (ix) contract or group of related contracts with the same party for the purchase of products or services, under which the undelivered balance of such products and services has a selling price in excess of $50,000 1,000,000 by Company or under any Subsidiary; (d) Material Contract which an amount grants any Person the exclusive right to any of the Material Assets of Company or any of its Subsidiaries or purports to limit in excess any Material respect the manner in which, or the localities in which, Company or any of $50,000 remains due its Subsidiaries is entitled to conduct all or any Material portion of the Companybusiness of Company or any of its Subsidiaries; (e) Contract that requires the Consent of, (x) contract or group terminates or becomes terminable by, any Person other than Company or any of related contracts with its Subsidiaries as a result of the same party for the sale of products or services for each party to whom the Company has sold products or services with a sales price in excess of $200,000 during the last twelve calendar months preceding the date of transactions contemplated by this Agreement; (f) Material Contract of any sort, (xi) contract or non-competition provision in any contract prohibiting the Company from freely engaging in any business or competing anywhere in the world or otherwise limiting in any material respect the use, license, transfer, exploitation, commercialization or sale of the Company’s products, (xii) contract with any officer, director or shareholder (other than for employment on customary terms), (xiii) contract with independent agents, brokers, dealers or distributors not terminable on 60 days or less notice without liability to the Company, (xiv) material sales, commissions, advertising or marketing contract not terminable on 60 days or less notice without liability to the Company or (xv) contract entered into other than in the ordinary course of business business, which (i) is not terminable by Company or a Subsidiary, as applicable, on ninety (90) or fewer days' notice at any time without penalty and that contemplates the receipt, payment or rendering by or to Company or a subsidiary of more than $500,000 in cash or fair market value of Assets or securities, (ii) contemplates any joint venture, partnership, strategic alliance or similar arrangement extending beyond six (6) months or involving equity or investments of more than $500,000, or (iii) is material otherwise Material to Company and its Subsidiaries taken as a whole; or (g) any Material Contracts pursuant to which any of Company's pages are linked with other web sites or pages therein, Material Contracts with web site hosts or Internet access providers, Material Contracts regarding data center hosting or security, Material Contracts relating to advertising or sponsorships, Material Contracts providing for the acquisition, purchase, license, use, display or distribution of content, information or data or the provision of services through the Company's web pages, or Material Contracts regarding the establishment or maintenance of networks, servers, telecommunication links, virtual private networks or other similar non-public networks. There is not, under any of the aforesaid obligations, any Default by Company or any of its Subsidiaries except for Defaults or other events which would not have a Company Material Adverse Effect.

Contracts and Commitments. (a) Except as set forth on Schedule 4.92.7 hereto lists the following agreements, whether oral or written, to which the Company is not a party party, which are currently in effect, and which relate to any oral or writtenthe operation of the Company's business: (i) collective bargaining agreement or contract with any labor union, ; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.4 or on Schedule 4.14, ; (iii) hospitalization insurance or other welfare benefit plan or practice, whether formal or informal; (iv) stock purchase or stock option plan, option plan or similar plan, ; (ivv) contract for the employment of any officer, individual employee or other person on a full-time, part-time, time or consulting basisbasis or relating to severance pay for any such person; (vi) confidentiality agreement; (vii) contract, agreement or understanding relating to the voting of the Company's capital stock or the election of directors; (vviii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any of the assets of the Company’s assets, ; (viix) guaranty of any obligation for borrowed money or other material guaranty, otherwise; (viix) lease or agreement under which it the Company is lessee of, or holds or operates any personal property property, real or personal, owned by any other party, for which the annual rental exceeds $25,000, 10,000; (viiixi) lease or agreement under which it the Company is lessor of of, or permits any third party to hold or operate operate, any property, real or personal, for which the annual rental exceeds $25,000, 10,000; (ixxii) contract or group of related contracts with the same party for the purchase of products or services, under which the undelivered balance of such products and services has a selling price in excess of $50,000 or under which an amount in excess of $50,000 remains due to the Company, (x) contract or group of related contracts with the same party for the sale of products or services for each party to whom the Company has sold products or services with a sales price in excess of $200,000 during the last twelve calendar months preceding the date of this Agreement, (xi) contract or non-competition provision in any contract prohibiting prohibits the Company from freely engaging in any business or competing anywhere in the world or otherwise limiting in any material respect the use, license, transfer, exploitation, commercialization or sale of the Company’s products, (xii) contract with any officer, director or shareholder (other than for employment on customary terms), world; (xiii) license agreement or agreement providing for the payment or receipt of royalties or other compensation by the Company in connection with the intellectual property rights listed in Schedule 2.19(b) hereto; (xiv) contract or commitment for capital expenditures in excess of $10,000; (xv) agreement for the sale of any capital asset; (xvi) contracts, understandings, arrangements or commitments with independent agents, brokers, dealers respect to the acquisition and/or use by the Company of Intellectual Property of others or distributors not terminable on 60 days by others of Company Intellectual Property (as defined in Section 2.19 hereof); or less notice without liability (xvii) other agreement which is either material to the Company, (xiv) material sales, commissions, advertising 's business or marketing contract was not terminable on 60 days or less notice without liability to the Company or (xv) contract entered into other than in the ordinary course of business and that is material to the Companybusiness.

Contracts and Commitments. (a) Except as set forth on Schedule 4.9the attached Contracts Schedule, neither the Company nor any of its Subsidiaries is not a party to any oral or writtenany: (i) agreement relating to any material business acquisition by the Company or such Subsidiary within the last two years, (ii) collective bargaining agreement or contract with any labor union, (iiiii) written bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.4 4.12 hereof or on Schedule 4.14the schedules relating thereto, (iiiiv) stock purchase planpurchase, stock option plan or similar plan, (ivv) material contract for the employment of any officer, individual employee or other person individual on a full-time, part-time, time or consulting basis, (vvi) agreement or indenture relating to the borrowing of money (including agreements related to off-balance-sheet financings) or to mortgaging, pledging or otherwise placing a lien Lien (other than Permitted Liens) on any of the Company’s or any Subsidiary’s assets, (vivii) guaranty of any obligation for borrowed money or other material guaranty, (viiviii) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $25,000500,000, (viiiix) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $25,000500,000, (ixx) contract or group of related contracts with the same party for the purchase of products or services, under which the undelivered balance of such products and services has a selling price in excess of $50,000 or under which an amount 2,000,000 (other than purchase orders entered into in excess the ordinary course of $50,000 remains due to the Companybusiness), (xxi) contract or group of related contracts with the same party for the sale of products or services for each party to whom under which the Company has sold undelivered balance of such products or services with has a sales price in excess of $200,000 during the last twelve calendar months preceding the date of this Agreement, 2,000,000 (xi) contract or non-competition provision in any contract prohibiting the Company from freely engaging in any business or competing anywhere other than purchase orders entered into in the world or otherwise limiting in any material respect the use, license, transfer, exploitation, commercialization or sale ordinary course of the Company’s productsbusiness), (xii) contract with which prohibits the Company or any officer, director or shareholder of its Subsidiaries from freely engaging in business anywhere in the world (other than for employment on customary terms), (xiii) contract with independent agents, brokers, dealers or distributors not terminable on 60 days or less notice without liability to the Company, (xiv) material sales, commissions, advertising or marketing contract not terminable on 60 days or less notice without liability to the Company or (xv) contract confidentiality agreements entered into other than in the ordinary course of business and that is material business), or (xiii) any agreement relating to the Companyany interest rate, currency, or commodity derivatives or hedging transaction.

Contracts and Commitments. (a) Except as set forth on Schedule 4.9, None of the Company Acquired Companies is not a party to any oral or writtenany: (i) collective bargaining agreement or contract with any labor union, (iiA) bonus, pension, profit sharing, retirement retirement, or other form of deferred compensation plan, other than as described in this Section 4.4 or on Schedule 4.10, Section 4.14, or the schedules to this Agreement including the Bonus Schedule; (iiiB) stock purchase planpurchase, option plan stock option, or similar plan, ; (ivC) contract for the employment of any officer, employee individual employee, or other person on a full-time, part-time, time or consulting basis, ; (vD) agreement or indenture relating to the borrowing of money or to mortgaging, pledging pledging, or otherwise placing a lien Lien (other than a Permitted Lien) on any portion of the Company’s Acquired Companies' assets, ; (viE) guaranty of any obligation for borrowed money or other material guaranty; (F) contract or option pursuant to which any of the Acquired Companies have the right or the obligation to purchase, lease, or otherwise acquire any interest in any Real Property; (viiG) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $25,000250,000; (H) except for steel contracts, (viii) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $25,000, (ix) a contract or group of related contracts with the same party for the purchase of products or services, under which the undelivered balance of such products and services has a selling price in excess of $50,000 or under which an amount in excess of $50,000 remains due to the Company250,000; (I) except for Coiled Line Pipe Contracts, (x) and Downhole Purchase Orders, a contract or group of related contracts with the same party for the sale of products or services for each party to whom under which the Company has sold undelivered balance of such products or services with has a sales price in excess of $200,000 during the last twelve calendar months preceding the date of this Agreement, 250,000; or (xiJ) contract or non-competition provision in any contract prohibiting which prohibits the Company from freely engaging in any business or competing anywhere in the world or otherwise limiting in any material respect the use, license, transfer, exploitation, commercialization or sale of the Company’s products, (xii) contract with any officer, director or shareholder (other than for employment on customary terms), (xiii) contract with independent agents, brokers, dealers or distributors not terminable on 60 days or less notice without liability to the Company, (xiv) material sales, commissions, advertising or marketing contract not terminable on 60 days or less notice without liability to the Company or (xv) contract entered into other than in the ordinary course of business and that is material to the Companyworld.

Contracts and Commitments. (a) Except as set forth on Schedule 4.9the attached Contracts Schedule, the no Company or Company Subsidiary is not a party to any oral or writtenany: (i) agreement relating to any acquisition of a business by such Company or Company Subsidiary within the last three years; (ii) collective bargaining agreement or contract with any labor union, ; (iiiii) written bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.4 4.13 or on Schedule 4.14, the schedules relating thereto; (iiiiv) stock purchase planpurchase, stock option plan or similar plan, ; (ivv) contract for the employment of any officer, individual employee or other person on a full-time, part-time, time or consulting basisbasis with annual payments in excess of $100,000; (vi) agreement, (v) agreement indenture, note or indenture any other evidence relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien Lien except Permitted Liens on any material portion of the such Company’s 's or such Company Subsidiary's assets, ; (vivii) guaranty of any obligation for borrowed money or other material guaranty, ; (viiviii) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $25,000, 100,000; (viiiix) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personalpersonal (including equipment), for which the annual rental exceeds $25,000, 100,000; (ixx) contract or group of related contracts with the same party for the purchase of and its Affiliates to provide products or services, services under which the undelivered balance of such products and services has a selling price in excess of $50,000 100,000; (xi) contract which prohibits such Company or under which an amount such Company Subsidiary from freely engaging in excess of $50,000 remains due to business anywhere in the Company, world; (xxii) contract or group of related contracts with suppliers of pharmaceutical products under which the same party for the sale undelivered balance of such products or services for each party to whom the Company has sold products or services with a sales price in excess of $200,000 during 100,000; (xiii) agreement for capital expenditures by the last twelve calendar months preceding the date Companies or Company Subsidiaries in excess of this Agreement$50,000; (xiv) agreement, (xi) contract or non-competition provision in other arrangement with Seller or any contract prohibiting the Company from freely engaging in any business or competing anywhere in the world or otherwise limiting in any material respect the use, license, transfer, exploitation, commercialization or sale Affiliate of the Company’s products, (xii) contract with any officer, director or shareholder Seller (other than for employment on customary terms), (xiii) contract with independent agents, brokers, dealers or distributors not terminable on 60 days or less notice without liability to the Company, (xiv) material sales, commissions, advertising or marketing contract not terminable on 60 days or less notice without liability to the a Company or Company Subsidiary); (xv) contract any other Contract or group of related Contracts either involving more than $500,000 of revenue or payments for the period from January 1, 2003 through and including November 30, 2003, or not entered into other than in the ordinary course of business business, or (xvi) contract with any drug company (all of the foregoing agreements, contracts and that is material to leases, the Company"Company Contracts").

Contracts and Commitments. (a) Except as set forth on Schedule 4.9under the caption "Contracts" in the Wavetech Disclosure Letter, the Company neither Wavetech nor any Subsidiary is not a party to any oral or writtenany: (i) collective bargaining agreement or contract with any labor union, ; (ii) bonus, pension, profit sharing, retirement retirement, or other form of deferred compensation plan, other than as described in Section 4.4 or on Schedule 4.14, ; (iii) stock purchase plan, option hospitalization insurance or similar plan or similar planpractice, whether formal or informal; (iv) contract for the employment of any officer, employee individual employee, or other person on a full-time, part-time, time or consulting basis, basis or relative to severance pay for any such person; (v) agreement or indenture relating to the borrowing of money in excess of $100,000 or to mortgaging, pledging or otherwise placing a lien on any of the Company’s assets, assets of Wavetech or any Subsidiary; (vi) guaranty of any obligation for borrowed money or otherwise, other material guaranty, than endorsements made for collection; (vii) lease or agreement under which it is lessee lessor of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $25,000, (viii) lease or agreement under which it is lessor of or permits any third party to hold or operate operate, any property, real or personal, for which the an annual rental exceeds in excess of $25,000, 100,000; (ixviii) contract or group of related contracts with the same party for the purchase of products or services, under which the undelivered balance of such products and services has a selling purchase price in excess of $50,000 or under which an amount in excess of $50,000 remains due to the Company, 50,000; (xix) contract or group of related contracts with the same party for the sale of products or services for each party to whom under which the Company has sold undelivered balance of such products or services with has a sales price in excess of $200,000 during 50,000; (x) other contract or group of related contracts with the last twelve calendar same party continuing over a period of more than six months preceding from the date of this Agreementor dates thereof, either not terminable by it on 30 days' or less notice without penalty or involving more than $50,000; (xi) contract which prohibits either Wavetech or non-competition provision in any contract prohibiting the Company Subsidiary from freely engaging in any business or competing anywhere in the world or otherwise limiting in any material respect the use, license, transfer, exploitation, commercialization or sale of the Company’s products, world; (xii) contract relating to the distribution of Wavetech's or any Subsidiary's products; (xiii) franchise agreement; (xiv) contract, agreement or understanding with any shareholder who beneficially owns 5% or more of Wavetech Common Stock or with any officer, director or shareholder employee (other than for employment on customary terms), (xiii) contract with independent agents, brokers, dealers or distributors not terminable on 60 days or less notice without liability to the Company, (xiv) material sales, commissions, advertising or marketing contract not terminable on 60 days or less notice without liability to the Company or ; (xv) contract license agreement or agreement providing for the payment or receipt of royalties or other compensation by Wavetech or any Subsidiary in connection with the proprietary rights listed under the caption "Proprietary Rights" in the Wavetech Disclosure Letter; or (xvi) other agreement material to Wavetec s or any Subsidiary's business or not entered into other than in the ordinary course of business and that is material to the Companybusiness.

Contracts and Commitments. (a) Except as set forth on Schedule 4.92.18 of the Disclosure Schedule lists the following agreements, whether oral or written, to which the Company is not a party party, which are currently in effect, and which relate to any oral or writtenthe operation of the Company's business: each (i) collective bargaining contract, agreement or contract with any labor union, understanding relating to the voting of Common Stock or the election of directors of the Company; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.4 or on Schedule 4.14, (iii) stock purchase plan, option plan or similar plan, (iv) contract for the employment of any officer, employee or other person on a full-time, part-time, or consulting basis, (v) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any of the assets of the Company’s assets, ; (viiii) guaranty of any obligation for borrowed money or other material guaranty, otherwise; (viiiv) lease or agreement under which it the Company is lessee of, or holds or operates any personal property property, real or personal, owned by any other party, for which the annual rental exceeds $25,000, ; (viiiv) lease or agreement under which it the Company is lessor of of, or permits any third party to hold or operate operate, any property, real or personal, for which the annual rental exceeds $25,000, ; (ixvi) contract or group of related contracts with the same party for the purchase of products or services, services under which the undelivered balance of such products and or services has a selling price is in excess of $50,000 or under which an amount in excess of $50,000 remains due to the Company, 25,000; (xvii) contract or group of related contracts with the same party for the sale of products or services for each party to whom under which the Company has sold undelivered balance of such products or services with has a sales price in excess of $200,000 during the last twelve calendar months preceding the date of this Agreement, 10,000; (xiviii) contract or non-competition provision in group of related contracts with the same party (other than any contract prohibiting or group of related contracts for the Company from freely engaging in any business or competing anywhere in the world or otherwise limiting in any material respect the use, license, transfer, exploitation, commercialization purchase or sale of products or services) continuing over a period of more than six months from the Company’s productsdate or dates thereof, (xii) contract with any officer, director or shareholder (other than for employment on customary terms), (xiii) contract with independent agents, brokers, dealers or distributors not terminable by it on 60 30 days or less notice without liability penalty; (ix) contract or commitment for capital expenditures in excess of $100,000; (x) agreement for the sale of any capital asset; (xi) management contract and contract with an independent contractor or consultant (or similar arrangements) to which the Company is a party and which are not cancellable without penalty or further payment and without less than 30 days' notice; (xii) contract or agreement that limit or purport to limit the ability of the Company to compete in any line of business or with any person or in any geographic area or during any period of time; (xiii) contracts or agreements between or among the Company, on one hand, and any affiliate of the Company, on the other hand; or (xiv) other agreement which is either material to the Company, (xiv) material sales, commissions, advertising 's business or marketing contract was not terminable on 60 days or less notice without liability to entered into by the Company or (xv) contract entered into other than in the ordinary course of business and that is material to (collectively, the Company"Material Contracts").

Contracts and Commitments. (a) Except as set forth listed on Schedule 4.92.12, the Company Seller is not a party to any oral or written: (i) collective bargaining agreement or contract Contract with any labor union, (ii) union or any bonus, pension, profit sharing, retirement or any other form of deferred compensation plan, other than as described in Section 4.4 or on Schedule 4.14, (iii) stock purchase plan, option plan or any stock purchase, stock option or similar planplan or practice, whether formal or informal, or any severance agreement or arrangement; (ivii) contract management agreement, Contract for the employment of any officer, employee or other person on a full-time, part-time, time or consulting basis, basis or providing for the payment of any cash or other compensation or benefits upon the sale of the Business or prohibiting competition or the disclosure of trade secrets or confidential information; (viii) agreement or indenture Contract relating to the borrowing of money indebtedness or to mortgaging, pledging or otherwise placing a lien on any of Seller’s assets or letter of credit arrangements or to the Company’s assets, (vi) guaranty of any obligation for borrowed money or other material guaranty, otherwise; (viiiv) lease Contract with respect to the lending or agreement investing of funds or relating to the ownership of or investments in any business or enterprise; (v) license or royalty Contracts (vi) Contract under which it Seller is a lessee of, of or holds or operates any personal property property, real or personal, owned by any other party, person for which the annual rental exceeds Five Thousand Dollars ($25,000, 5,000.00); (viiivii) lease or agreement Contract under which it Seller is a lessor of or permits any third party to hold or operate any property, real or personal, for owned or controlled by Seller; (viii) broker, distributor, vendor, customer or maintenance Contracts which involve consideration in excess of Five Thousand Dollars ($5,000.00) per year or Twenty-Five Thousand Dollars ($25,000.00) in the annual rental exceeds $25,000, aggregate; (ix) contract other Contract or group of related contracts Contracts with the same party for the purchase continuing over a period of products or services, under which the undelivered balance of such products and services has a selling price in excess of $50,000 or under which an amount in excess of $50,000 remains due to the Company, more than six (x6) contract or group of related contracts with the same party for the sale of products or services for each party to whom the Company has sold products or services with a sales price in excess of $200,000 during the last twelve calendar months preceding from the date of this Agreementor dates thereof, (xi) contract or non-competition provision in any contract prohibiting the Company from freely engaging in any business or competing anywhere in the world or otherwise limiting in any material respect the use, license, transfer, exploitation, commercialization or sale of the Company’s products, (xii) contract with any officer, director or shareholder (other than for employment on customary terms), (xiii) contract with independent agents, brokers, dealers or distributors not terminable on 60 by Seller upon thirty (30) days or less notice without liability penalty or involving more than Ten Thousand Dollars ($10,000.00); (x) Contract which prohibits Seller from freely engaging in the Business anywhere in the world; (xi) Contract relating to the Companymarketing, advertising or promotion of Seller’s products or services; (xii) franchise or agency Contracts; (xiii) Contract with any Affiliate of Seller; (xiv) material sales, commissions, advertising or marketing contract not terminable on 60 days or less notice without liability to Contract that provides for the Company indemnification of any employee of Seller; or (xv) contract entered into other than in the ordinary course of business and that is Contract material to the CompanyBusiness, whether or not entered into in the Ordinary Course of Business.

Contracts and Commitments. (a) Except as set forth on Schedule 4.92.18 ------------------------- ------------- attached hereto, the Company does not have any contract, obligation or commitment which is material or which involves a potential material commitment, including but not a party to limited to, any oral stock redemption or written: (i) collective bargaining agreement purchase agreement; financing agreement; promissory note or contract with any labor union, (ii) bonus, pension, profit sharing, other evidence of indebtedness for money borrowed; retirement or other form of deferred compensation stock option plan, other than as described in Section 4.4 or on Schedule 4.14, (iii) stock purchase plan, option plan or similar plan, (iv) ; contract for the employment of any officer, employee or other person on a full-time, part-time, or consulting basis, (v) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any of the Company’s assets, (vi) guaranty of any obligation for borrowed money or other material guaranty, (vii) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $25,000, (viii) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $25,000, (ix) contract or group of related contracts with the same party for the purchase of products equipment, inventory or services, other materials having a price under which the undelivered balance of such products and services has a selling price contract in excess of $50,000 20,000; contract or under agreement restricting in any manner the Company's right to compete with any Person or restricting its right to sell to or purchase from any other Person; contract for the payment or receipt of license fees or royalties to or from any Person that is expected to result in (i) the payment to such Person of more than $20,000 in licensing fees or royalties or (ii) the receipt from any Person of more than $20,000 in licensing or royalty fees, in each case as measured with respect to the Company's fiscal year ended December 31, 1998; contract of agency, representation, distribution or franchise which cannot be canceled by the Company without payment or penalty upon notice of sixty (60) days or less; lease or sublease, either as lessee or sublessee, lessor or sublessor, of real or personal property or intangibles, where the lease or sublease provides for an amount annual rent in excess of $50,000 remains due to the Company, (x) contract or group of related contracts with the same party for the sale of products or services for each party to whom the Company 20,000 and has sold products or services with a sales price in excess of $200,000 during the last twelve calendar months preceding one (1) year remaining on its term as of the date of this Agreement, (xi) the Closing; or any other contract or non-competition provision in any contract prohibiting agreement which provides for the receipt or expenditure by the Company from freely engaging in any business or competing anywhere in the world or otherwise limiting in any material respect the useof more than $20,000, license, transfer, exploitation, commercialization or sale of the Company’s products, (xii) contract with any officer, director or shareholder (other than for employment on customary terms), (xiii) contract with independent agents, brokers, dealers or distributors not terminable on 60 days or less notice without liability to the Company, (xiv) material sales, commissions, advertising or marketing contract not terminable on 60 days or less notice without liability to except sales and purchase orders accepted by the Company or (xv) contract entered into other than in the ordinary course of business and that is material to the Companybusiness.

Contracts and Commitments. (a) Except as set Schedule 2.11(a) sets forth on Schedule 4.9a list of the following agreements, the Company is not a party to any whether oral or written, to which GETS, GETS Affiliates or their respective Predecessors are a party, which are currently in effect, and which relate to GETS, GETS Affiliates or any of their respective businesses: (i) collective bargaining agreement or contract with any labor union, (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.4 or on Schedule 4.14, (iii) stock purchase plan, option plan or similar plan, (iv) contract contracts for the employment of any officer, employee Person that will be binding on GETS after the Initial Closing Date or other person on a full-time, part-time, or consulting basisrelating to severance pay for any Person; (ii) confidentiality agreements, (viii) agreement contracts, agreements or indenture understandings relating to an ownership interest in GETS or the election of officers and/or a manager of GETS that will be binding on GETS after the Initial Closing Date; (iv) agreements or indentures relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien Lien on any of the Company’s assets, assets of GETS; (viv) guaranty agreements of indemnification or guaranties of any obligation for borrowed money or other material guaranty, otherwise; (viivi) lease leases or agreement agreements under which it GETS or any GETS Affiliate is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $25,000, 50,000; (viiivii) lease leases or agreement agreements under which it is lessor of of, or permits any third party to hold or operate operate, any property, real or personal, for which the annual rental exceeds $25,000, 50,000; (ixviii) contract contracts or group groups of related contracts with the same party for the purchase of products or services, services under which the undelivered balance of such products and or services has a selling price is in excess of $50,000 or under which an amount in excess of $50,000 remains due to the Company, per annum; (xix) contract contracts or group of related contracts with the same party for the sale of products or services for each party to whom under which the Company has sold undelivered balance of such products or services with has a sales price in excess of $200,000 during 50,000; (x) contracts or groups of related contracts with the last twelve calendar months preceding same party (other than any contracts or groups of related contracts for the date of this Agreement, (xi) contract or non-competition provision in any contract prohibiting the Company from freely engaging in any business or competing anywhere in the world or otherwise limiting in any material respect the use, license, transfer, exploitation, commercialization purchase or sale of products or services) continuing over a period of more than six months from the Company’s productsdate or dates thereof, (xii) contract with any officer, director or shareholder (other than for employment on customary terms), (xiii) contract with independent agents, brokers, dealers or distributors not terminable by GETS or any GETS Affiliate on 60 days 30 days' or less notice without liability penalty and involving more than $50,000; (xi) any agreements containing covenants to limit GETS's freedom to compete in any line of business in any geographic area; (xii) any dealer, distributor, sales representative, original equipment manufacturer, value added remarketer or other agreements for the Company, distribution of GETS's products or services; (xiii) contracts or commitments for capital expenditures in excess of $50,000; (xiv) material sales, commissions, advertising any fidelity or marketing contract not terminable on 60 days surety bond or less notice without liability to the Company or completion bond; (xv) contract any agreements, contracts or commitments outside the ordinary course of business relating to the disposition or acquisition of assets that are material to GETS or GETS Affiliates taken as a whole or any interest in any material business enterprise; (xvi) any purchase orders or contracts for the purchase of materials or services involving in excess of $50,000; (xvii) any distribution, joint marketing or development agreements involving in excess of $50,000; (xviii) any other agreements, contracts or commitments involving more than $50,000; (xix) any agreement relating to any joint venture or strategic alliance to which GETS or GETS Affiliates or their respective properties are subject; (xx) any agreement, including without limitation any facilities leasing or sharing or employee leasing or sharing agreements, with any GETS Affiliate, including the Members, (xxi) settlement agreements, or (xxii) any other agreement which is either material to GETS's business or was not entered into other than in the ordinary course of business and that is material to the Companybusiness.

Contracts and Commitments. (a) Except as set forth on Schedule 4.92.9, with respect to the Company is not a party to Business, neither Seller nor any oral or writtenof its Affiliates has any: (i) collective bargaining agreement agreements or contract with any labor union, agreements or policies that contain or include any severance pay liabilities or obligations; (ii) bonusemployment, pensionconsulting or similar agreement, profit sharing, retirement contract or other form commitment which is not terminable without penalty or cost by Seller or one of deferred compensation plan, other its Affiliates on notice of thirty (30) days or less or contains an obligation of Seller or one of its Affiliates to pay more than as described in Section 4.4 or on Schedule 4.14, $100,000; (iii) stock purchase plan, option plan lease of real or similar plan, personal property (as lessor or lessee) involving rental payments in excess of $100,000 per annum; (iv) contract for the employment of any officer, employee note or other person on a full-time, part-time, or consulting basis, (v) agreement or indenture relating to the borrowing evidence of money or to mortgaging, pledging or otherwise placing a lien on any of the Company’s assets, (vi) guaranty of any obligation Indebtedness for borrowed money or the deferred purchase price of property or services (other material guarantythan accounts payable and accrued expenses incurred in the ordinary course of business consistent with past custom and practice); (v) agreement, (vii) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $25,000, (viii) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $25,000, (ix) contract or group commitment relating to capitalized expenditures of related contracts with the same party for the purchase of products any kind or services, under which the undelivered balance of such products and services has a selling price nature involving unpaid obligations in excess of $50,000 100,000; (vi) agreement, contract or under which an amount commitment relating to the acquisition of assets of, or any interest in, any business enterprise; (vii) license agreement (including any Software License), or any other contract, arrangement or binding commitment, whether written or oral, with any third party relating to Intellectual Property involving payment obligations (whether executory or fully performed) in excess of $50,000 remains due to the Company, 100,000; (xviii) contract or group of related contracts with the same party for the sale of products or services for each party to whom under which the Company has sold undelivered balance of such products or services with has a sales price in excess of $200,000 during the last twelve calendar months preceding the date of this Agreement, 100,000; or (xiix) other contract or non-competition provision in agreement which involves payments of $100,000 or more and is not cancelable by any contract prohibiting the Company from freely engaging in any business or competing anywhere in the world or otherwise limiting in any material respect the use, license, transfer, exploitation, commercialization or sale of the Company’s products, party thereto on thirty (xii30) contract with any officer, director or shareholder (other than for employment on customary terms), (xiii) contract with independent agents, brokers, dealers or distributors not terminable on 60 days or less notice without liability penalty or cost. Each of the contracts, agreements or commitments required to the Company, (xiv) material sales, commissions, advertising be disclosed on Schedule 2.9 is referred to herein as a "Material Contract." Seller has delivered or marketing contract not terminable made available to Purchaser copies of each Material Contract required to be disclosed on 60 days or less notice without liability to the Company or (xv) contract entered into other than in the ordinary course of business and that is material to the CompanySchedule 2.9.

Contracts and Commitments. (a) Except (x) as set forth on Schedule 4.9the attached Contracts Schedule, (y) for Government Contracts and Government Bids, which are the subject of Section 5.16, and (z) for agreements entered into by the Company or its Subsidiaries after the date hereof not in violation of Section 7.01, neither the Company nor its Subsidiaries is not a party to any oral or writtenany: (i) collective bargaining agreement or contract with any labor union, agreement; (ii) written bonus, pension, employee profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.4 5.13 or on Schedule 4.14, the Disclosure Schedules relating thereto; (iii) stock purchase planequity purchase, option plan or similar plan, ; (iv) contract for the employment of any officer, individual employee or other person on a full-time, part-time, time or consulting basis, basis providing for base salary compensation in excess of $300,000 per annum; (v) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien Lien, except for Permitted Liens, on any material portion of the Company’s assets, assets of the Company and its Subsidiaries; (vi) guaranty of any obligation for borrowed money or other material guaranty, ; (vii) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $25,000, 1,000,000; (viii) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $25,000, 1,000,000; (ix) contract or group of related contracts with the same party for the purchase of products or services, under services which provided for payments by the undelivered balance of such products and services has a selling price Company or its Subsidiaries in excess of $50,000 5,000,000 during the trailing twelve-month period ending on the date of the Latest Balance Sheet; (x) agreements relating to any completed material business acquisition by the Company or its Subsidiaries within the last two (2) years; (xi) material license or royalty agreement under which an amount (A) the Company or any of its Subsidiaries is granted a license to the Intellectual Property of any Person (other than licenses for commercially available, off-the-shelf software), but only to the extent such license is material to the business of the Company and its Subsidiaries, or (B) under which the Company or any of its Subsidiaries has granted to any Person any right or interest in any material Company Intellectual Property (other than any non-exclusive licenses granted by the Company or any of its Subsidiaries in the Ordinary Course of Business); provided, however, that the foregoing (A) and (B) shall not be deemed to require disclosure of any agreement for which the license is not the primary purpose of such agreement or any agreements for which fees or payments do not exceed $1,000,000 during the trailing twelve month period ending on the date of the Latest Balance Sheet; (xii) contract or agreement with any Affiliate; (xiii) agreement that contains covenants materially limiting the freedom of the Company or any Subsidiary to compete in any business, industry or geographic area or which contains pricing protection or “most favored nation” provisions (other than Teaming Agreements); (xiv) material contract with minimum purchase commitments; (xv) distribution, dealership or franchise agreement (excluding purchase orders issued or received in the Ordinary Course of Business) relating to the distribution or marketing of its products or services; or (xvi) settlement, conciliation or similar agreement with any Governmental Entity or pursuant to which the Company will be required after the execution date of this Agreement to pay consideration in excess of $50,000 remains due to the Company, (x) contract or group of related contracts with the same party for the sale of products or services for each party to whom the Company has sold products or services with a sales price in excess of $200,000 during the last twelve calendar months preceding the date of this Agreement, (xi) contract or non-competition provision in any contract prohibiting the Company from freely engaging in any business or competing anywhere in the world or otherwise limiting in any material respect the use, license, transfer, exploitation, commercialization or sale of the Company’s products, (xii) contract with any officer, director or shareholder (other than for employment on customary terms), (xiii) contract with independent agents, brokers, dealers or distributors not terminable on 60 days or less notice without liability to the Company, (xiv) material sales, commissions, advertising or marketing contract not terminable on 60 days or less notice without liability to the Company or (xv) contract entered into other than in the ordinary course of business and that is material to the Company500,000.

Contracts and Commitments. (a) Except as set forth on in Schedule 4.94.11 hereto, the Company Seller is not a party to any oral or writtenbound by, whether written or oral, any: (i) collective bargaining agreement or contract with any labor union, whether formal or informal; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.4 or on Schedule 4.14, (iii) stock purchase plan, option plan or similar plan, (iv) contract for the employment of any officer, individual employee or other person on a full-time, part-time, time or consulting basis, basis or any severance agreements; (viii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien Lien on any of the Company’s assets, Purchased Assets; (viiv) guaranty of any obligation for borrowed money license or other material guaranty, royalty agreements; (viiv) lease or agreement under which it Seller is lessee of, or holds or operates operates, any personal property owned by any other party, party for which the annual rental exceeds $25,000, 50,000; (viiivi) lease or agreement under which it Seller is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which the annual rental exceeds $25,000, 50,000; (ixvii) contract or group of related contracts with the same party for the purchase or sale of raw materials, commodities, supplies, products or services, under other personal property or for the furnishing or receipt of services which the undelivered balance either calls for performance over a period of such products and services has more than six months or involves a selling price sum in excess of $50,000 or under which an amount in excess of $50,000 remains due may not be terminable with less than six months' notice; (viii) contract relating to the Companydistribution, marketing or sales of its products or services (including contracts to provide advertising allowances or promotional services) involving more than $50,000; (ix) franchise agreements, (x) contract agreements, contracts or group of related contracts with the same party for the sale of products or services for each party understandings pursuant to whom the Company has sold products or services with a sales price in excess of $200,000 during the last twelve calendar months preceding the date of this Agreement, which Seller subcontracts work to third parties; (xi) contract or non-competition provision in any contract agreement prohibiting the Company it from freely engaging in any business or competing anywhere in the world world; or otherwise limiting in any material respect the use, license, transfer, exploitation, commercialization or sale of the Company’s products, (xii) contract with any officer, director or shareholder (other than for employment on customary terms), (xiii) contract with independent agents, brokers, dealers or distributors not terminable on 60 days or less notice without liability agreement which Seller deems material to the Company, (xiv) material sales, commissions, advertising Business taken as a whole whether or marketing contract not terminable on 60 days or less notice without liability to the Company or (xv) contract entered into other than in the ordinary course of business and that is material to the Companybusiness.

Contracts and Commitments. (a) a. Except as set forth on Schedule 4.9under the caption "Contracts" in the Disclosure Letter, the Company Antigua is not a party to any oral or written: (i) collective bargaining agreement or contract with any labor union, (ii) bonus, pension, profit sharing, retirement retirement, or other form of deferred compensation plan, other than as described in Section 4.4 or on Schedule 4.14, (iii) stock purchase plan, option hospitalization insurance or similar plan or similar planpractice, whether formal or informal, (iv) contract for the employment of any officer, employee individual employee, or other person on a full-time, part-time, time or consulting basisbasis or 16 relative to severance pay for any such person, (v) agreement or indenture relating to the borrowing of money in excess of $10,000 or to mortgaging, pledging or otherwise placing a lien on any of the Company’s assetsassets of Antigua, (vi) guaranty of any obligation for borrowed money or otherwise, other material guarantythan endorsements made for collection, (vii) lease or agreement under which it is lessee lessor of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $25,000, (viii) lease or agreement under which it is lessor of or permits any third party to hold or operate operate, any property, real or personal, for which the annual with aggregate remaining rental exceeds payments in excess of $25,00010,000, (ixviii) contract or group of related contracts with the same party for the purchase of products or services, under which the undelivered balance of such products and services has a selling purchase price in excess of $50,000 or under which an amount in excess of $50,000 remains due to the Company25,000, (xix) contract or group of related contracts with the same party for the sale of products or services for each party to whom under which the Company has sold undelivered balance of such products or services with has a sales price in excess of $200,000 during 25,000, (x) other contract or group of related contracts with the last twelve calendar same party continuing over a period of more than six months preceding from the date of this Agreementor dates thereof, other than contracts terminable by it on thirty days' or less notice without penalty or involving less than $25,000, (xi) contract or non-competition provision in any contract prohibiting the Company which prohibits Antigua from freely engaging in any business or competing anywhere in the world or otherwise limiting in any material respect the use, license, transfer, exploitation, commercialization or sale of the Company’s productsworld, (xii) sales representative or distribution agreement, or any other contract with any officer, director relating to the sale or shareholder (other than for employment on customary terms)distribution of Antigua's products, (xiii) contract contract, agreement or understanding with independent agents, brokers, dealers or distributors not terminable on 60 days or less notice without liability to the Companyany Insider, (xiv) material saleslicense agreement or other agreement providing for the payment or receipt of royalties or other compensation by or to Antigua, commissions, advertising or marketing contract not terminable on 60 days or less notice without liability to the Company or (xv) contract other agreement material to Antigua's business or not entered into other than in the ordinary course of business and that is material to the Company.business. 17

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on in Schedule 4.94.13 attached hereto (the "CONTRACTS SCHEDULE"), neither the Company nor Seller with respect to the Division is not a party to any oral or writtenbound by, whether written or oral, any: (i) collective bargaining agreement or contract with any labor union, (ii) law or union or any bonus, pension, profit sharing, retirement or any other form of deferred compensation plan, other than as described in Section 4.4 or on Schedule 4.14, (iii) stock purchase plan, option plan or any stock purchase, stock option, hospitalization insurance or similar planplan or practice, whether formal or informal; (ivii) contract for the employment of any officer, individual employee or other person on a full-time, part-time, full time or consulting basis, basis or any severance agreements; (viii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any of its assets; (iv) agreements with respect to the Company’s assets, lending or investing of funds; (v) license or royalty agreements (other than the licenses granted by the Company pursuant to its customer subscription agreements); (vi) guaranty of any obligation for borrowed money or otherwise, other material guaranty, than endorsements made for collection; (vii) lease or agreement under which it is lessee of, or holds or operates operates, any personal property owned by any other party, party calling for which the annual rental exceeds payments in excess of $25,000, 25,000 annually; (viii) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $25,000, owned or controlled by it; (ix) contract or group of related contracts with the same party for the purchase or sale of raw materials, commodities, supplies, products or services, under other personal property or for the furnishing or receipt of services which the undelivered balance either calls for performance over a period of more than one year (except if such products and services has contracts do not involve a selling price sum in excess of $50,000 or under which an amount 5,000 annually)or involves a sum in excess of $50,000 remains due to the Company, 25,000; (x) contract or group of related contracts with the same party for the sale continuing over a period of products or services for each party to whom the Company has sold products or services with a sales price in excess of $200,000 during the last twelve calendar more than six months preceding from the date of this Agreementor dates thereof, (xi) contract or non-competition provision in any contract prohibiting the Company from freely engaging in any business or competing anywhere in the world or otherwise limiting in any material respect the use, license, transfer, exploitation, commercialization or sale of the Company’s products, (xii) contract with any officer, director or shareholder (other than for employment on customary terms), (xiii) contract with independent agents, brokers, dealers or distributors not terminable by it on 60 30 days or less notice without liability penalties or involving more than $15,000; (xi) contract which prohibits it from freely engaging in business anywhere in the world; (xii) contract or agreement with any officer, director, shareholder or other insider of the Company or Seller or any of its affiliates (excluding customer contracts); (xiii) contract relating to the Companydistribution, marketing or sales of its products; (xiv) material sales, commissions, advertising or marketing contract not terminable on 60 days or less notice without liability warranty agreement with respect to the Company or products sold; (xv) contract franchise agreements; (xvi) agreements, contracts or understandings pursuant to which the Business subcontracts work to third parties which involves a sum in excess of $25,000; or (xvii) other agreement material to it whether or not entered into other than in the ordinary course of business and that is material to the Companybusiness.

Contracts and Commitments. (a) Except as set forth on Schedule 4.9the attached Contracts Schedule, the Company is Companies are not a party to any oral or writtenany: (i) collective bargaining agreement or contract with any labor union, ; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.4 4.14 or on Schedule 4.14, the schedules relating thereto; (iii) stock purchase planpurchase, stock option plan or similar plan, other than as described in Section 4.14 or the schedules relating thereto; (iv) contract for the employment of any officer, employee officer or other person on a full-time, part-time, or consulting basis, “partner”; (v) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any material portion of the Company’s assets, ; (vi) guaranty of any obligation for borrowed money or other material guaranty, ; (vii) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $25,000, 150,000; (viii) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $25,000, 150,000 other than as disclosed on the Leased Real Property Schedule; (ix) contract or group of related contracts with the same party for the purchase of products or services, under which the undelivered balance of such products and services has a selling price in excess of $50,000 or under which an amount in excess of $50,000 remains due to the Company, 150,000; (x) contract or group of related contracts with the same party for the sale of products or services for each party to whom under which the Company has sold undelivered balance of such products or services with has a sales price in excess of $200,000 during the last twelve calendar months preceding the date of this Agreement, 500,000; (xi) contract or non-competition provision in any contract prohibiting which prohibits the Company from freely engaging in any business or competing anywhere in the world world, other than standard employee non-solicitation or conflict of interest clauses contained therein, or requires any Company to conduct its consulting services business with any client on an exclusive basis or otherwise limiting in any material respect the use, license, transfer, exploitation, commercialization or sale of the Company’s products, limits such business with a non-compete clause; (xii) contract with any officer, director partnership or shareholder (other than for employment on customary terms), joint venture agreements or (xiii) contract with independent agents, brokers, dealers or distributors other material agreements not terminable on 60 days or less notice without liability to the Company, (xiv) material sales, commissions, advertising or marketing contract not terminable on 60 days or less notice without liability to the Company or (xv) contract entered into other than in the ordinary course of business and that is material to where the Companysubject matter exceeds $150,000. The Contracts Schedule also includes a list (with brief description) of all powers of attorney granted by any Company in effect on the date hereof.

Contracts and Commitments. (a) Except Section 2.13(a) of the Company Disclosure Schedule contains a list (indicating the clause of this Section 2.13 pursuant to which disclosure is made) of all of the following written or oral contracts or agreements (including any and all amendments thereto), other than agreements listed in Sections 2.1(b), 2.8(a), 2.9(a), 2.12(a) and (b), 2.15(b), 2.16 or 2.17(c) of the Company Disclosure Schedule and other than purchase orders made in the ordinary course of business, to which, as set forth on Schedule 4.9of the date hereof, the Company or any of the Company Subsidiaries is not a party to or by which the Company or any oral or written: of the Company Subsidiaries is bound (collectively, the "Material Contracts"): (i) collective bargaining agreement or contract any agreements with any labor unionpresent shareholder, employee, officer, director or consultant (or former shareholder, employee, officer, director or consultant to the extent there remain at the date hereof obligations to be performed by the Company or any of the Company Subsidiaries); (ii) bonus, pension, profit sharing, retirement agreements or other form of deferred compensation plan, other than as described in Section 4.4 or on Schedule 4.14, (iii) stock purchase plan, option plan or similar plan, (iv) contract for the employment of any officer, employee or other person on a full-time, part-time, or consulting basis, (v) agreement or indenture indentures relating to the borrowing of money money; (iii) indemnification agreements or to mortgaging, pledging or otherwise placing a lien on any of the Company’s assets, (vi) guaranty guaranties of any obligation for borrowed money or other material guaranty, otherwise; (viiiv) lease or agreement under contracts which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $25,000, (viii) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $25,000, (ix) contract or group of related contracts with the same party for the purchase of products or services, under which the undelivered balance of such products and services has a selling price in excess of $50,000 or under which an amount in excess of $50,000 remains due to the Company, (x) contract or group of related contracts with the same party for the sale of products or services for each party to whom prohibit the Company has sold products or services with a sales price in excess any of $200,000 during the last twelve calendar months preceding the date of this Agreement, (xi) contract or non-competition provision in any contract prohibiting the Company Subsidiaries from freely engaging in any business or competing anywhere in the world world; (v) any joint venture or otherwise limiting in any material respect the use, license, transfer, exploitation, commercialization or sale of the Company’s products, (xii) contract with any officer, director or shareholder profit-sharing agreement (other than for employment with employees); (vi) contracts, not entered into in the ordinary course of business on customary terms)an arm's- length basis, (xiii) contract with independent agents, brokers, dealers or distributors that are continuing over a period of more than six months from the date hereof and are not terminable by the Company or the Company Subsidiary party thereto on 60 days or less notice without liability penalties or premiums (including contracts to provide advertising allowances or promotional services); (vii) any agreements for the Company, (xiv) material sales, commissions, advertising or marketing contract not terminable on 60 days or less notice without liability to purchase by the Company or (xv) contract any of the Company Subsidiaries of any materials, equipment, services, or supplies not entered into in the ordinary course of business on an arm's-length basis, that may not be terminated by the Company or the Company Subsidiary party thereto without penalty upon less than three months' notice; (viii) any agreements or commitments for the acquisition, construction or sale of fixed assets owned or to be owned by the Company or any of the Company Subsidiaries that continue for a period of more than six months from the date hereof and may not be terminated without penalty by the Company or the Company Subsidiary party thereto prior to the expiration of such six-month period; (ix) any agreements that provide for the distribution of goods or services that continue for a period of more than six months from the date hereof and may not be terminated without penalty by the Company or the Company Subsidiary party thereto prior to the expiration of such six-month period; (x) any agreements or arrangements for the sale of any of the assets, properties, services or rights of the Company or any of the Company Subsidiaries other than in the ordinary course of business on an arms length basis or for the grant of any preferential rights to purchase any of its assets, properties or rights or that require the consent of any third party to the transfer and that is assignment of any of its assets, properties or rights; (xi) any agreements with any third party to develop any intellectual property, franchise or marketing concepts involving payments by the Company or the Company Subsidiary party thereto in excess of Cdn. $10,000; (xii) sponsoring agreements involving payments by the Company or the Company Subsidiary party thereto in excess of Cdn. $10,000; (xiii) any commitments for charitable contributions or any other agreements between the Company or any Company Subsidiary and the Xxx Xxxxxx Children's Foundation; and (xiv) any other agreements which (A) are material to the CompanyBusiness of the Company and the Company Subsidiaries taken as a whole or (B), except as disclosed in Section 2.13(b) of the Company Disclosure Schedule, pursuant to the terms of which the consent of a third party would be required for the consummation of the transactions contemplated hereby or by the Transaction Agreements.