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 the Purchaser Subsidiaries taken as a whole, identifying whether the matter disclosed therein relates to Purchaser or to a Purchaser Subsidiary named therein. Purchaser has furnished to the Purchaser (a) the certificate of incorporation (or other charter document) and by-laws of Purchaser and each Purchaser Subsidiary 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, any Purchaser Subsidiary, nor to the knowledge of Purchaser or HEcom any other party to any such contract, agreement, instrument, lease, or license is now or, in the reasonable judgment of Seller, 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, any Purchaser Subsidiary, 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 or HEcom of the Transaction Agreements to which it is party will not prejudice any such arrangement or understanding in any way. Each of Purchaser and each of the Purchaser Subsidiaries enjoys peaceful and undisturbed possession under all leases and licenses under which it is operating. Neither Purchaser nor any Purchaser Subsidiary 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 any Purchaser Subsidiary, 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 any Purchaser Subsidiary. Except as disclosed in the Purchaser SEC Documents, neither Purchaser nor any Purchaser Subsidiary 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 or of any Purchaser Subsidiary (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 the Purchaser Subsidiaries relating to all issuances and transfers of stock by Purchaser and the Purchaser Subsidiaries and all proceedings of the stockholders and the Board of Directors and committees thereof of Purchaser and the Purchaser Subsidiaries 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 the Purchaser Subsidiaries or exact copies thereof. Neither Purchaser nor any Purchaser Subsidiary 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 any Purchaser Subsidiary 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 Centre 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 the Purchaser Subsidiaries taken as a wholeCentre. Centre has furnished, identifying whether the matter disclosed therein relates to Purchaser or to a Purchaser Subsidiary named therein. Purchaser has furnished on or prior to the Purchaser Due Diligence Date will furnish, to the Genghai Shareholders (ai) the certificate of incorporation (or other charter document) and by-laws of Purchaser and each Purchaser Subsidiary Centre 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 Centre 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 Centre 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 Centre Disclosure Letter. Neither PurchaserTo the best of Centre's knowledge, any Purchaser Subsidiary, neither Centre nor (to the knowledge of Purchaser or HEcom Centre) any other party to any such material contract, agreement, instrument, lease, or license is now or, in the reasonable judgment of Seller, 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 Centre'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, any Purchaser Subsidiary, Centre 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 or HEcom 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 each of the Purchaser Subsidiaries Centre enjoys peaceful and undisturbed possession under all material leases and licenses under which it is operating. Neither Purchaser nor any Purchaser Subsidiary Centre 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 any Purchaser Subsidiary, Centre) 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 any Purchaser SubsidiaryCentre. Except as disclosed in Centre has not engaged since the Purchaser SEC Documents, neither Purchaser nor any Purchaser Subsidiary has engaged within the last five years inBankruptcy Termination Date, is not engaging in, or intends and does not intend to engage in any transaction with, or and has had within the last five yearsnot had, 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 Centre, any director, officer, or employee of Purchaser or of any Purchaser Subsidiary Centre (except for employment agreements listed in Schedule 3.10(a) Section D of the Centre 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 clauseCentre Disclosure Letter), any relative or affiliate of any stockholder of Centre or of any such director, officer, or employee, or any other corporation or enterprise in which any stockholderstockholder of Centre, 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 DocumentsCentre Disclosure Letter. The stock ledgers and stock transfer books and the minute book records of Purchaser and the Purchaser Subsidiaries relating to all issuances and transfers of stock by Purchaser Centre and the Purchaser Subsidiaries minute book records of Centre and all proceedings of the stockholders and the Board of Directors and committees thereof of Purchaser and the Purchaser Subsidiaries Centre since their respective incorporations incorporation made available to counsel to Genghai and the Seller's counsel Genghai Shareholders are the original stock ledgers and stock transfer books and minute book records of Purchaser and the Purchaser Subsidiaries Centre or exact copies thereof. Neither Purchaser nor any Purchaser Subsidiary Centre 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 any Purchaser Subsidiary 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 G of the GXPT 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 the Purchaser Subsidiaries taken as a whole, identifying whether the matter disclosed therein relates to Purchaser or to a Purchaser Subsidiary named thereinGXPT. Purchaser GXPT has furnished to the Purchaser Advaxis Shareholders (ai) the certificate of incorporation (or other charter document) and by-laws of Purchaser and each Purchaser Subsidiary GXPT 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 G of the GXPT Disclosure Letter; (iiB) true and correct copies of all material leases and licenses referred to in Schedule 3.08 or Schedule 3.11Section G of the GXPT 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 G of the GXPT Disclosure Letter. Neither PurchaserTo the best of GXPT's knowledge, any Purchaser Subsidiary, neither GXPT nor (to the knowledge of Purchaser or HEcom GXPT) any other party to any such material contract, agreement, instrument, lease, or license is now or, in the reasonable judgment of Seller, 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 GXPT'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, any Purchaser Subsidiary, GXPT 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 or HEcom 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 each of the Purchaser Subsidiaries GXPT enjoys peaceful and undisturbed possession under all material leases and licenses under which it is operating. Neither Purchaser nor any Purchaser Subsidiary GXPT 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 any Purchaser Subsidiary, GXPT) 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 any Purchaser SubsidiaryGXPT. Except as disclosed in the Purchaser SEC Documents, neither Purchaser nor any Purchaser Subsidiary GXPT 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 GXPT, any director, officer, or employee of Purchaser or of any Purchaser Subsidiary GXPT (except for employment agreements listed in Schedule 3.10(a) Section G of the GXPT Disclosure Letter and employment and compensation arrangements described in Section H of the Purchaser SEC Documents, in each case with such directors, officers, and employees who are not relatives or affiliates described in the next clauseGXPT Disclosure Letter), any relative or affiliate of any stockholder of GXPT or of any such director, officer, or employee, or any other corporation or enterprise in which any stockholderstockholder of GXPT, 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 G of the Purchaser SEC DocumentsGXPT Disclosure Letter. The stock ledgers and stock transfer books and the minute book records of Purchaser and the Purchaser Subsidiaries relating to all issuances and transfers of stock by Purchaser GXPT and the Purchaser Subsidiaries minute book records of GXPT and all proceedings of the stockholders and the Board of Directors and committees thereof of Purchaser and the Purchaser Subsidiaries GXPT since their respective incorporations made available to counsel to Advaxis and the Seller's counsel Advaxis Shareholders are the original stock ledgers and stock transfer books and minute book records of Purchaser and the Purchaser Subsidiaries GXPT or exact copies thereof. Neither Purchaser nor any Purchaser Subsidiary GXPT 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 any Purchaser Subsidiary 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 iTechexpress 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 the Purchaser Subsidiaries taken as a whole, identifying whether the matter disclosed therein relates to Purchaser or to a Purchaser Subsidiary named thereiniTechexpress. Purchaser iTechexpress has furnished to the Purchaser MTHC: (ai) the certificate of incorporation (or other charter document) and by-laws of Purchaser and iTechexpress (or, in each Purchaser Subsidiary 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 iTechexpress and (bii) the following: (iA) true and correct copies of all material contracts, agreements, and instruments referred to in Schedule 3.09the iTechexpress Disclosure Letter; (iiB) true and correct copies of all material leases and licenses referred to in Schedule 3.08 or Schedule 3.11the iTechexpress 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 iTechexpress Disclosure Letter. Neither PurchaserExcept as set forth in the iTechexpress Disclosure Letter, iTechexpress is not party to any Purchaser Subsidiaryemployment agreement with any employee thereof. To the best of iTechexpress's knowledge, nor to the knowledge none of Purchaser iTechexpress or HEcom any other party to any such contract, agreement, instrument, lease, or license is now or, in the reasonable judgment of Seller, 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 iTechexpress'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, any Purchaser Subsidiary, nor none of iTechexpress 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 or HEcom 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 each of the Purchaser Subsidiaries iTechexpress enjoys peaceful and undisturbed possession under all leases and licenses under which it is operating. Neither Purchaser nor any Purchaser Subsidiary iTechexpress 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 any Purchaser SubsidiaryiTechexpress'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 any Purchaser SubsidiaryiTechexpress and, following the consummation of the transactions contemplated hereby, MTHC. Except as disclosed in the Purchaser SEC Documents, neither Purchaser nor any Purchaser Subsidiary iTechexpress 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 iTechexpress, any director, officer, or employee of Purchaser or of any Purchaser Subsidiary iTechexpress (except for employment agreements listed in Schedule 3.10(a) the iTechexpress 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 clauseiTechexpress Disclosure Letter), any relative or affiliate of any stockholder or of iTechexpress, any such director, officer, or employee, or any other corporation or enterprise in which any stockholderstockholder of iTechexpress, 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 DocumentsiTechexpress Disclosure Letter. The stock ledgers and stock transfer books and the minute book records of Purchaser and the Purchaser Subsidiaries iTechexpress relating to all issuances and transfers of stock by Purchaser and the Purchaser Subsidiaries iTechexpress and all proceedings of the stockholders and the Board of Directors and committees thereof of Purchaser and the Purchaser Subsidiaries iTechexpress since their respective incorporations its incorporation made available to the Seller's counsel MTHC are the original stock ledgers and stock transfer books and minute book records of Purchaser and the Purchaser Subsidiaries iTechexpress or exact copies thereof. Neither Purchaser nor any Purchaser Subsidiary iTechexpress 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 any Purchaser Subsidiary 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 Section D of the NSC 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 the Purchaser Subsidiaries taken as a whole, identifying whether the matter disclosed therein relates to Purchaser or to a Purchaser Subsidiary named thereinNSC. Purchaser NSC has furnished to the Purchaser Gridline Shareholders (ai) the certificate of incorporation (or other charter document) and by-laws of Purchaser and each Purchaser Subsidiary NSC and all amendments thereto, as presently in effecteffect and as shall be in effect upon the Reincorporation, 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 NSC 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 NSC 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 NSC DISCLOSURE LETTER. Neither PurchaserTo the best of NSC's knowledge, any Purchaser Subsidiary, neither NSC nor (to the knowledge of Purchaser or HEcom NSC) any other party to any such material contract, agreement, instrument, lease, or license is now or, in the reasonable judgment of Seller, 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 NSC'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, any Purchaser Subsidiary, NSC 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 or HEcom 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 each of the Purchaser Subsidiaries NSC enjoys peaceful and undisturbed possession under all material leases and licenses under which it is operating. Neither Purchaser nor any Purchaser Subsidiary NSC 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 any Purchaser Subsidiary, NSC) 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 any Purchaser SubsidiaryNSC. Except as disclosed in the Purchaser SEC Documents, neither Purchaser nor any Purchaser Subsidiary NSC 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 NSC, any director, officer, or employee of Purchaser or of any Purchaser Subsidiary NSC (except for employment agreements listed in Schedule 3.10(a) Section D of the NSC 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 clauseNSC DISCLOSURE LETTER), any relative or affiliate of any stockholder of NSC or of any such director, officer, or employee, or any other corporation or enterprise in which any stockholderstockholder of NSC, 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 DocumentsNSC DISCLOSURE LETTER. The stock ledgers and stock transfer books and the minute book records of Purchaser and the Purchaser Subsidiaries relating to all issuances and transfers of stock by Purchaser NSC and the Purchaser Subsidiaries minute book records of NSC and all proceedings of the stockholders and the Board of Directors and committees thereof of Purchaser and the Purchaser Subsidiaries NSC since their respective incorporations its incorporation made available to counsel to Gridline and the Seller's counsel Gridline Shareholders are the original stock ledgers and stock transfer books and minute book records of Purchaser and the Purchaser Subsidiaries NSC or exact copies thereof. Neither Purchaser nor any Purchaser Subsidiary NSC 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 any Purchaser Subsidiary is a member laws or its its certificate of a customer incorporation (or user organization other charter document) or of a trade association other than as specified in Schedule 3.09 hereofby-laws commencing upon the Reincorporation.

Contracts and Other Instruments. Schedule 3.09 accurately Section D of the Atlantic 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 the Purchaser Subsidiaries taken as a whole, identifying whether the matter disclosed therein relates to Purchaser or to a Purchaser Subsidiary named thereinAtlantic. Purchaser Atlantic has furnished to the Purchaser Print Data: (ai) the certificate of incorporation (or other charter document) and by-laws of Purchaser and Atlantic (or, in each Purchaser Subsidiary 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 Atlantic 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 Atlantic 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 Atlantic 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 Atlantic Disclosure Letter. Neither PurchaserExcept as set forth in Section D of the Atlantic Disclosure Letter, Atlantic is not party to any Purchaser Subsidiaryemployment agreement with any employee thereof. To the best of Atlantic's knowledge, nor to the knowledge none of Purchaser Atlantic or HEcom any other party to any such contract, agreement, instrument, lease, or license is now or, in the reasonable judgment of Seller, 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 Atlantic'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, any Purchaser Subsidiary, nor none of Atlantic 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 or HEcom 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 each of the Purchaser Subsidiaries Atlantic enjoys peaceful and undisturbed possession under all leases and licenses under which it is operating. Neither Purchaser nor any Purchaser Subsidiary Atlantic 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 any Purchaser SubsidiaryAtlantic'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 any Purchaser SubsidiaryAtlantic and, following the consummation of the transactions contemplated hereby, Print Data. Except as disclosed in the Purchaser SEC Documents, neither Purchaser nor any Purchaser Subsidiary Atlantic 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 Atlantic, any director, officer, or employee of Purchaser or of any Purchaser Subsidiary Atlantic (except for employment agreements listed in Schedule 3.10(a) Section D of the Atlantic 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 clauseAtlantic Disclosure Letter), any relative or affiliate of any stockholder or of Atlantic, any such director, officer, or employee, or any other corporation or enterprise in which any stockholderstockholder of Atlantic, 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 DocumentsAtlantic Disclosure Letter. The stock ledgers and stock transfer books and the minute book records of Purchaser and the Purchaser Subsidiaries Atlantic relating to all issuances and transfers of stock by Purchaser and the Purchaser Subsidiaries Atlantic and all proceedings of the stockholders and the Board of Directors and committees thereof of Purchaser and the Purchaser Subsidiaries Atlantic since their respective incorporations made available to the Seller's counsel Print Data are the original stock ledgers and stock transfer books and minute book records of Purchaser and the Purchaser Subsidiaries Atlantic or exact copies thereof. Neither Purchaser nor any Purchaser Subsidiary Atlantic 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 any Purchaser Subsidiary is a member of a customer or user organization or of a trade association other than as specified laws (or, in Schedule 3.09 hereofeach case, the comparable charter document, if any, under applicable law).