Common use of Contracts and Other Instruments Clause in Contracts

Contracts and Other Instruments. Schedule 3.09 accurately and completely sets forth all material contracts, agreements, instruments, leases, licenses, arrangements, or understandings with respect to Purchaser and Acquisition taken as a whole, identifying whether the matter disclosed therein relates to Purchaser or to Acquisition. Purchaser has made available to the Purchaser (a) the certificate of incorporation (or other charter document) and by-laws of Purchaser and Acquisition and all amendments thereto, as presently in effect, certified by the Secretary of the corporation and (b) the following: (i) true and correct copies of all contracts, agreements, and instruments referred to in Schedule 3.09; (ii) true and correct copies of all leases and licenses referred to in Schedule 3.08 or Schedule 3.11; and (iii) true and correct written descriptions of all supply, distribution, agency, financing, or other arrangements or understandings referred to in Schedule 3.08. Neither Purchaser, Acquisition, nor to the knowledge of Purchaser any other party to any such contract, agreement, instrument, lease, or license is now or, in the reasonable judgment of Purchaser, expects in the future to be in violation or breach of, or in default with respect to complying with, any material term thereof, and, assuming the due authorization, execution and delivery thereof by the other parties thereto, each such contract, agreement, instrument, lease, or license is in full force and is the legal, valid, and binding obligation of the parties thereto and, subject to applicable bankruptcy, insolvency, and other laws affecting the enforceability of creditors' rights generally, is enforceable as to them in accordance with its terms. Each such supply, distribution, agency, financing, or other arrangement or understanding is a valid and continuing arrangement or understanding; neither Purchaser, Acquisition, nor any other party to any such arrangement or understanding has given notice of termination or taken any action inconsistent with the continuance of such arrangement or understanding; and the execution, delivery, and performance by Purchaser and Acquisition of the Transaction Agreements to which it is party will not prejudice any such arrangement or understanding in any way. Each of Purchaser and Acquisition enjoys peaceful and undisturbed possession under all leases and licenses under which it is operating. Neither Purchaser nor Acquisition is party to or bound by any contract, agreement, instrument, lease, license, arrangement, or understanding, or subject to any charter or other restriction, which has had or, to the knowledge of Purchaser or Acquisition, may in the future have a material adverse effect on the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of Purchaser or Acquisition. Except as disclosed in the Purchaser SEC Documents and as contemplated by the Shalit Settlement Agreement, neither Purchaser nor Acquisition has engaged within the last five years in, is engaging in, or intends to engage in any transaction with, or has had within the last five years, now has, or intends to have any contract, agreement, instrument, lease, license, arrangement, or understanding with, any stockholder, any director, officer, or employee of Purchaser (except for employment agreements listed in Schedule 3.10(a) and employment and compensation arrangements described in the Purchaser SEC Documents, in each case with such directors, officers, and employees who are not relatives or affiliates described in the next clause), any relative or affiliate of any stockholder or of any such director, officer, or employee, or any other corporation or enterprise in which any stockholder, any such director, officer, or employee, or any such relative or affiliate then had or now has a 5% or greater equity or voting or other substantial interest, other than those listed and so specified in the Purchaser SEC Documents. The stock ledgers and stock transfer books and the minute book records of Purchaser and Acquisition relating to all issuances and transfers of stock by Purchaser and Acquisition and all proceedings of the stockholders and the Board of Directors and committees thereof of Purchaser and Acquisition since their respective incorporations made available to the Seller's counsel are the original stock ledgers and stock transfer books and minute book records of Purchaser and Acquisition or exact copies thereof. Neither Purchaser nor Acquisition is in violation or breach of, or in default with respect to, any term of its certificate of incorporation or other charter document or by-laws. Neither Purchaser nor Acquisition is a member of a customer or user organization or of a trade association other than as specified in Schedule 3.09 hereof.

Contracts and Other Instruments. Schedule 3.09 accurately The REDOX Disclosure Letter contains a true and completely sets forth all correct statement of the information required to be contained therein regarding material contracts, agreements, instruments, leases, licenses, arrangements, or understandings with respect to Purchaser and Acquisition taken as a whole, identifying whether the matter disclosed therein relates to Purchaser or to AcquisitionREDOX. Purchaser REDOX has made available furnished to the Purchaser Midnight Shareholders (ai) the certificate of incorporation (or other charter document) and by-laws of Purchaser and Acquisition REDOX and all amendments thereto, as presently in effect, certified by the Secretary of the corporation and (bii) the following: (iA) true and correct copies of all material contracts, agreements, and instruments referred to in Schedule 3.09the REDOX Disclosure Letter; (iiB) true and correct copies of all material leases and licenses referred to in Schedule 3.08 or Schedule 3.11the REDOX Disclosure Letter hereto; and (iiiC) true and correct written descriptions of all material supply, distribution, agency, financing, or other arrangements or understandings referred to in Schedule 3.08the REDOX Disclosure Letter. Neither PurchaserTo the best of REDOX's knowledge, Acquisition, neither REDOX nor (to the knowledge of Purchaser REDOX) any other party to any such material contract, agreement, instrument, lease, or license is now or, in the reasonable judgment of Purchaser, or expects in the future to be in violation or breach of, or in default with respect to complying with, any material term thereof, and, assuming the due authorization, execution and delivery thereof by the other parties thereto, each such material contract, agreement, instrument, lease, or license is in full force and is (to the best of REDOX's knowledge in the case of third parties) the legal, valid, and binding obligation of the parties thereto and, and (subject to applicable bankruptcy, insolvency, and other laws affecting the enforceability of creditors' rights generally, ) is enforceable as to them in accordance with its respective terms. Each such material supply, distribution, agency, financing, or other arrangement or understanding is a valid and continuing arrangement or understanding; neither Purchaser, Acquisition, REDOX nor any other party to any such arrangement or understanding has given notice of termination or taken any action inconsistent with the continuance of such arrangement or understanding; and the execution, delivery, and performance by Purchaser and Acquisition of the Transaction Agreements to which it is party this Agreement will not prejudice any such arrangement or understanding in any way. Each of Purchaser and Acquisition REDOX enjoys peaceful and undisturbed possession under all material leases and licenses under which it is operating. Neither Purchaser nor Acquisition REDOX is not party to to, or bound by by, any contract, agreement, instrument, lease, license, arrangement, or understanding, or subject to any charter or other restriction, which has had or, or (to the knowledge of Purchaser or Acquisition, REDOX) may in the future have a material adverse effect on the financial condition, results of operations, businessbusinesses, properties, assets, liabilities, or future prospects of Purchaser or AcquisitionREDOX. Except as disclosed in the Purchaser SEC Documents and as contemplated by the Shalit Settlement Agreement, neither Purchaser nor Acquisition REDOX has not engaged within the last five years in, is not engaging in, or intends and does not intend to engage in any transaction with, or and has not had within the last five years, does not now hashave, or intends and does not intend to have any material contract, agreement, instrument, lease, license, arrangement, or understanding with, any stockholderstockholder of REDOX, any director, officer, or employee of Purchaser REDOX (except for employment agreements listed in Schedule 3.10(a) the REDOX Disclosure Letter and employment and compensation arrangements described in the Purchaser SEC Documents, in each case with such directors, officers, and employees who are not relatives or affiliates described in the next clauseREDOX Disclosure Letter), any relative or affiliate of any stockholder of REDOX or of any such director, officer, or employee, or any other corporation or enterprise in which any stockholderstockholder of REDOX, any such director, officer, or employee, or any such relative or affiliate then had or now has a 5% or greater equity or voting or other substantial interest, other than those listed and so specified in the Purchaser SEC DocumentsREDOX Disclosure Letter. The stock ledgers and stock transfer books and the minute book records of Purchaser and Acquisition relating to all issuances and transfers of stock by Purchaser and Acquisition REDOX and all proceedings of the stockholders and the Board of Directors and committees thereof of Purchaser and Acquisition REDOX since their respective incorporations made available to counsel to Midnight and the Seller's counsel Midnight Shareholders are the original stock ledgers and stock transfer books and minute book records of Purchaser and Acquisition REDOX or exact copies thereof. Neither Purchaser nor Acquisition REDOX is not in violation or breach of, or in default with respect to, any term of its certificate of incorporation (or other charter document document) or by-laws. Neither Purchaser nor Acquisition is a member of a customer or user organization or of a trade association other than as specified in Schedule 3.09 hereof.

Contracts and Other Instruments. Schedule 3.09 accurately Section D of the Print Data Disclosure Letter contains a true and completely sets forth all correct statement of the information required to be contained therein regarding material contracts, agreements, instruments, leases, licenses, arrangements, or understandings with respect to Purchaser and Acquisition taken as a whole, identifying whether the matter disclosed therein relates to Purchaser or to AcquisitionPrint Data. Purchaser Print Data has made available furnished to the Purchaser Atlantic Shareholder (ai) the certificate of incorporation (or other charter document) and by-laws of Purchaser and Acquisition Print Data and all amendments thereto, as presently in effect, certified by the Secretary of the corporation and (bii) the following: (iA) true and correct copies of all material contracts, agreements, and instruments referred to in Schedule 3.09Section D of the Print Data Disclosure Letter; (iiB) true and correct copies of all material leases and licenses referred to in Schedule 3.08 Section B or Schedule 3.11C of the Print Data Disclosure Letter hereto; and (iiiC) true and correct written descriptions of all material supply, distribution, agency, financing, or other arrangements or understandings referred to in Schedule 3.08Section B or C of the Print Data Disclosure Letter. Neither PurchaserTo the best of Print Data's knowledge, Acquisition, neither Print Data nor (to the knowledge of Purchaser Print Data) any other party to any such material contract, agreement, instrument, lease, or license is now or, in the reasonable judgment of Purchaser, or expects in the future to be in violation or breach of, or in default with respect to complying with, any material term thereof, and, assuming the due authorization, execution and delivery thereof by the other parties thereto, each such material contract, agreement, instrument, lease, or license is in full force and is (to the best of Print Data's knowledge in the case of third parties) the legal, valid, and binding obligation of the parties thereto and, and (subject to applicable bankruptcy, insolvency, and other laws affecting the enforceability of creditors' rights generally, ) is enforceable as to them in accordance with its respective terms. Each such material supply, distribution, agency, financing, or other arrangement or understanding is a valid and continuing arrangement or understanding; neither Purchaser, Acquisition, Print Data nor any other party to any such arrangement or understanding has given notice of termination or taken any action inconsistent with the continuance of such arrangement or understanding; and the execution, delivery, and performance by Purchaser and Acquisition of the Transaction Agreements to which it is party this Agreement will not prejudice any such arrangement or understanding in any way. Each of Purchaser and Acquisition Print Data enjoys peaceful and undisturbed possession under all material leases and licenses under which it is operating. Neither Purchaser nor Acquisition Print Data is not party to or bound by any contract, agreement, instrument, lease, license, arrangement, or understanding, or subject to any charter or other restriction, which has had or, or (to the knowledge of Purchaser or Acquisition, Print Data) may in the future have a material adverse effect on the financial condition, results of operations, businessbusinesses, properties, assets, liabilities, or future prospects of Purchaser or AcquisitionPrint Data. Except as disclosed in the Purchaser SEC Documents and as contemplated by the Shalit Settlement Agreement, neither Purchaser nor Acquisition Print Data has not engaged within the last five years in, is not engaging in, or intends and does not intend to engage in any transaction with, or and has not had within the last five years, does not now hashave, or intends and does not intend to have any material contract, agreement, instrument, lease, license, arrangement, or understanding with, any stockholderstockholder of Print Data, any director, officer, or employee of Purchaser Print Data (except for employment agreements listed in Schedule 3.10(a) Section D of the Print Data Disclosure Letter and employment and compensation arrangements described in Section E of the Purchaser SEC Documents, in each case with such directors, officers, and employees who are not relatives or affiliates described in the next clausePrint Data Disclosure Letter), any relative or affiliate of any stockholder of Print Data or of any such director, officer, or employee, or any other corporation or enterprise in which any stockholderstockholder of Print Data, any such director, officer, or employee, or any such relative or affiliate then had or now has a 5% or greater equity or voting or other substantial interest, other than those listed and so specified in Section D of the Purchaser SEC DocumentsPrint Data Disclosure Letter. The stock ledgers and stock transfer books and the minute book records of Purchaser and Acquisition relating to all issuances and transfers of stock by Purchaser Print Data and Acquisition the minute book records of Print Data and all proceedings of the stockholders and the Board of Directors and committees thereof of Purchaser and Acquisition Print Data since their respective incorporations made available to counsel to Atlantic and the Seller's counsel Atlantic Shareholder are the original stock ledgers and stock transfer books and minute book records of Purchaser and Acquisition Print Data or exact copies thereof. Neither Purchaser nor Acquisition Print Data is not in violation or breach of, or in default with respect to, any term of its certificate of incorporation (or other charter document document) or by-laws. Neither Purchaser nor Acquisition is a member of a customer or user organization or of a trade association other than as specified in Schedule 3.09 hereof.

Contracts and Other Instruments. Schedule 3.09 accurately Section D of the GRIDLINE DISCLOSURE LETTER contains a true and completely sets forth all correct statement of the information required to be contained therein regarding material contracts, agreements, instruments, leases, licenses, arrangements, or understandings with respect to Purchaser and Acquisition taken as a whole, identifying whether the matter disclosed therein relates Gridline. Gridline has furnished to Purchaser or to Acquisition. Purchaser has made available to the Purchaser NSC: (ai) the certificate of incorporation (or other charter document) and by-laws of Purchaser and Acquisition Gridline (or, in each case, the comparable charter documents, if any, under applicable law) and all amendments thereto, as presently in effect, certified by the Secretary or an authorized signatory of the corporation Gridline and (bii) the following: (iA) true and correct copies of all material contracts, agreements, and instruments referred to in Schedule 3.09Section D of the GRIDLINE DISCLOSURE LETTER; (iiB) true and correct copies of all material leases and licenses referred to in Schedule 3.08 Section B or Schedule 3.11C of the GRIDLINE DISCLOSURE LETTER; and (iiiC) true and correct written descriptions of all material supply, distribution, agency, financing, or other arrangements or understandings referred to in Schedule 3.08Section D of the GRIDLINE DISCLOSURE LETTER. Neither PurchaserExcept as set forth in Section D of the GRIDLINE DISCLOSURE LETTER, AcquisitionGridline is not party to any employment agreement with any employee thereof. To the best of Gridline's knowledge, nor to the knowledge none of Purchaser Gridline or any other party to any such contract, agreement, instrument, lease, or license is now or, in the reasonable judgment of Purchaser, or expects in the future to be in violation or breach of, or in default with respect to complying with, any material term thereof, and, assuming the due authorization, execution and delivery thereof by the other parties thereto, each such material contract, agreement, instrument, lease, or license is in full force and is (to the best of Gridline's knowledge in the case of third parties) the legal, valid, and binding obligation of the parties thereto and, and (subject to applicable bankruptcy, insolvency, and other laws affecting the enforceability of creditors' rights generally, ) is enforceable as to them in accordance with its terms. Each such material supply, distribution, agency, financing, or other arrangement or understanding is a valid and continuing arrangement or understanding; neither Purchaser, Acquisition, nor none of Gridline or any other party to any such arrangement or understanding has given notice of termination or taken any action inconsistent with the continuance of such arrangement or understanding; and the execution, delivery, and performance by Purchaser and Acquisition of the Transaction Agreements to which it is party this Agreement will not prejudice any such arrangement or understanding in any way. Each of Purchaser and Acquisition Gridline enjoys peaceful and undisturbed possession under all leases and licenses under which it is operating. Neither Purchaser nor Acquisition Gridline is not party to or bound by any contract, agreement, instrument, lease, license, arrangement, or understanding, or subject to any charter or other restriction, which has had or, to the knowledge best of Purchaser or AcquisitionGridline's knowledge, may in the future have a material adverse effect on the financial condition, results of operations, businessbusinesses, properties, assets, liabilities, or future prospects of Purchaser or AcquisitionGridline and, following the consummation of the transactions contemplated hereby, NSC. Except as disclosed in the Purchaser SEC Documents and as contemplated by the Shalit Settlement Agreement, neither Purchaser nor Acquisition Gridline has not engaged within the last five years in, is engaging in, or intends to engage in any transaction with, or has had within the last five years, now has, or intends to have any contract, agreement, instrument, lease, license, arrangement, or understanding with, any stockholderstockholder of Gridline, any director, officer, or employee of Purchaser Gridline (except for employment agreements listed in Schedule 3.10(a) Section D of the GRIDLINE DISCLOSURE LETTER and employment and compensation arrangements described in Section E of the Purchaser SEC Documents, in each case with such directors, officers, and employees who are not relatives or affiliates described in the next clauseGRIDLINE DISCLOSURE LETTER), any relative or affiliate of any stockholder or of Gridline, any such director, officer, or employee, or any other corporation or enterprise in which any stockholderstockholder of Gridline, any such director, officer, or employee, or any such relative or affiliate then had or now has a 5% or greater equity or voting or other substantial interest, other than those listed and so specified in Section D of the Purchaser SEC DocumentsGRIDLINE DISCLOSURE LETTER. The stock ledgers and stock transfer books and the minute book records of Purchaser and Acquisition Gridline relating to all issuances and transfers of stock by Purchaser and Acquisition Gridline and all proceedings of the stockholders and the Board of Directors and committees thereof of Purchaser and Acquisition Gridline since their respective incorporations its incorporation made available to the Seller's counsel NSC are the original stock ledgers and stock transfer books and minute book records of Purchaser and Acquisition Gridline or exact copies thereof. Neither Purchaser nor Acquisition Gridline is not in violation or breach of, or in default with respect to, any term of its certificate of incorporation or other charter document or by-laws. Neither Purchaser nor Acquisition is a member of a customer laws (or user organization or of a trade association other than as specified in Schedule 3.09 hereofthe comparable charter document, if any, under applicable law).

Contracts and Other Instruments. Schedule 3.09 accurately The Seller Disclosure Letter contains a true and completely sets forth correct description of all material contracts, agreements, instruments, leases, licenses, arrangements, or understandings with respect to Purchaser and Acquisition Seller taken as a whole, identifying whether the matter disclosed therein relates to Purchaser or to Acquisition. Purchaser Seller has made available to the Purchaser Purchaser: (ai) the certificate of incorporation (or other charter document) and by-laws of Purchaser and Acquisition Seller (or, in each case, the comparable charter documents, if any, under applicable law) and all amendments thereto, as presently in effect, certified by the Secretary of the corporation thereof or an authorized signatory thereof and (bii) the following: (iA) true and correct copies of all material contracts, agreements, and instruments referred to in Schedule 3.09the Seller Disclosure Letter; (iiB) true and correct copies of all material leases and licenses referred to in Schedule 3.08 or Schedule 3.11the Seller Disclosure Letter; and (iiiC) true and correct written descriptions of all material supply, distribution, agency, financing, or other arrangements or understandings referred to in Schedule 3.08the Seller Disclosure Letter. Neither PurchaserExcept as set forth in Section the Seller Disclosure Letter, AcquisitionSeller is not party to any employment agreement with any employee thereof. To the best of Seller's knowledge, nor to the knowledge none of Purchaser Seller, or any other party to any such contract, agreement, instrument, lease, or license is now or, in the reasonable judgment of Purchaser, or expects in the future to be in violation or breach of, or in default with respect to complying with, any material term thereof, and, assuming the due authorization, execution and delivery thereof by the other parties thereto, each such material contract, agreement, instrument, lease, or license is in full force and is (to the best of Seller's knowledge in the case of third parties) the legal, valid, and binding obligation of the parties thereto and, and (subject to applicable bankruptcy, insolvency, and other laws affecting the enforceability of creditors' rights generally, ) is enforceable as to them in accordance with its terms. Each such material supply, distribution, agency, financing, or other arrangement or understanding is a valid and continuing arrangement or understanding; neither Purchaser, Acquisition, nor none of Seller or any other party to any such arrangement or understanding has given notice of termination or taken any action inconsistent with the continuance of such arrangement or understanding; and the execution, delivery, and performance by Purchaser and Acquisition of the Transaction Agreements to which it is party this Agreement will not prejudice any such arrangement or understanding in any way. Each of Purchaser and Acquisition Seller enjoys peaceful and undisturbed possession under all leases and licenses under which it is operating. Neither Purchaser nor Acquisition Seller is party to to, or bound by by, any contract, agreement, instrument, lease, license, arrangement, or understanding, or subject to any charter or other restriction, which has had or, to the knowledge best of Purchaser or AcquisitionSeller's knowledge, may in the future have a material adverse effect on the financial condition, results of operations, businessbusinesses, properties, assets, liabilities, or future prospects of Purchaser or AcquisitionSeller, and, following the consummation of the transactions contemplated hereby, Purchaser. Except as disclosed in the Purchaser SEC Documents and as contemplated by the Shalit Settlement Agreement, neither Purchaser nor Acquisition Seller has not engaged within the last five years in, is engaging in, or intends to engage in any transaction with, or has had within the last five years, now has, or intends to have any contract, agreement, instrument, lease, license, arrangement, or understanding with, any stockholderstockholder of Seller, any director, officer, or employee of Purchaser Seller (except for employment agreements listed in Schedule 3.10(a) the Seller Disclosure Letter and employment and compensation arrangements described in the Purchaser SEC Documents, in each case with such directors, officers, and employees who are not relatives or affiliates described in the next clauseSeller Disclosure Letter), any relative or affiliate of any stockholder or of Seller, any such director, officer, or employee, or any other corporation or enterprise in which any stockholderstockholder of Seller, any such director, officer, or employee, or any such relative or affiliate then had or now has a 5% or greater equity or voting or other substantial interest, other than those listed and so specified in the Purchaser SEC DocumentsSeller Disclosure Letter. The stock ledgers and stock transfer books and the minute book records of Purchaser and Acquisition Seller relating to all issuances and transfers of stock by Purchaser and Acquisition Seller and all proceedings of the stockholders and the Board of Directors and committees thereof of Purchaser and Acquisition Seller since their respective incorporations its incorporation made available to the Seller's counsel Purchaser are the original stock ledgers and stock transfer books and minute book records of Purchaser and Acquisition thereof or exact copies thereof. Neither Purchaser nor Acquisition Seller is not in violation or breach of, or in default with respect to, any term of its certificate of incorporation or other charter document or by-laws. Neither Purchaser nor Acquisition is a member of a customer laws (or user organization or of a trade association other than as specified in Schedule 3.09 hereofthe comparable charter document, if any, under applicable law).

Contracts and Other Instruments. Schedule 3.09 accurately The Purchaser Disclosure Letter contains a true and completely sets forth correct description of all material contracts, agreements, instruments, leases, licenses, arrangements, or understandings with respect to Purchaser and Acquisition taken as a whole, identifying whether the matter disclosed therein relates to Purchaser or to AcquisitionPurchaser. Purchaser has made available to the Purchaser Seller (ai) the certificate of incorporation (or other charter document) and by-laws of Purchaser and Acquisition and all amendments thereto, as presently in effect, certified by the Secretary of the corporation and (bii) the following: (iA) true and correct copies of all material contracts, agreements, and instruments referred to in Schedule 3.09the Purchaser Disclosure Letter or the Purchaser SEC Documents; (iiB) true and correct copies of all material leases and licenses referred to in Schedule 3.08 or Schedule 3.11the Purchaser Disclosure Letter; and (iiiC) true and correct written descriptions of all material supply, distribution, agency, financing, or other arrangements or understandings referred to in Schedule 3.08the Purchaser Disclosure Letter. Neither To the best of Purchaser's knowledge, Acquisition, neither Purchaser nor (to the knowledge of Purchaser Purchaser) any other party to any such material contract, agreement, instrument, lease, or license is now or, in the reasonable judgment of Purchaser, or expects in the future to be in violation or breach of, or in default with respect to complying with, any material term thereof, and, assuming the due authorization, execution and delivery thereof by the other parties thereto, each such material contract, agreement, instrument, lease, or license is in full force and is (to the best of Purchaser's knowledge in the case of third parties) the legal, valid, and binding obligation of the parties thereto and, and (subject to applicable bankruptcy, insolvency, and other laws affecting the enforceability of creditors' rights generally, ) is enforceable as to them in accordance with its respective terms. Each such material supply, distribution, agency, financing, or other arrangement or understanding is a valid and continuing arrangement or understanding; neither Purchaser, Acquisition, Purchaser nor any other party to any such arrangement or understanding has given notice of termination or taken any action inconsistent with the continuance of such arrangement or understanding; and the execution, delivery, and performance by Purchaser and Acquisition of the Transaction Agreements to which it is party this Agreement will not prejudice any such arrangement or understanding in any way. Each of Purchaser and Acquisition enjoys peaceful and undisturbed possession under all material leases and licenses under which it is operating. Neither Purchaser nor Acquisition is not party to to, or bound by by, any contract, agreement, instrument, lease, license, arrangement, or understanding, or subject to any charter or other restriction, which has had or, or (to the knowledge of Purchaser or Acquisition, Purchaser) may in the future have a material adverse effect on the financial condition, results of operations, businessbusinesses, properties, assets, liabilities, or future prospects of Purchaser. Purchaser or Acquisition. Except as disclosed in the Purchaser SEC Documents and as contemplated by the Shalit Settlement Agreement, neither Purchaser nor Acquisition has not engaged within the last five years in, is not engaging in, or intends and does not intend to engage in any transaction with, or and has not had within the last five years, does not now hashave, or intends and does not intend to have any material contract, agreement, instrument, lease, license, arrangement, or understanding with, any stockholderstockholder of Purchaser, any director, officer, or employee of Purchaser (except for employment agreements listed in Schedule 3.10(a) the Purchaser Disclosure Letter and employment and compensation arrangements described in the Purchaser SEC Documents, in each case with such directors, officers, and employees who are not relatives or affiliates described in the next clauseDisclosure Letter), any relative or affiliate of any stockholder of Purchaser or of any such director, officer, or employee, or any other corporation or enterprise in which any stockholderstockholder of Purchaser, any such director, officer, or employee, or any such relative or affiliate then had or now has a 5% or greater equity or voting or other substantial interest, other than those listed and so specified in the Purchaser Disclosure Letter or the Purchaser SEC Documents. The stock ledgers and stock transfer books and the minute book records of Purchaser and Acquisition relating to all issuances and transfers of stock by Purchaser and Acquisition the minute book records of Purchaser and all proceedings of the stockholders and the Board of Directors and committees thereof of Purchaser and Acquisition since their respective incorporations its incorporation made available to counsel to the Seller's counsel Seller are the original stock ledgers and stock transfer books and minute book records of Purchaser and Acquisition or exact copies thereof. Neither Purchaser nor Acquisition is not in violation or breach of, or in default with respect to, any term of its certificate of incorporation (or other charter document document) or by-laws. Neither Purchaser nor Acquisition is a member of a customer or user organization or of a trade association other than as specified in Schedule 3.09 hereof.