Common use of Contracts and Other Instruments Clause in Contracts

Contracts and Other Instruments. Exhibit D accurately and completely sets forth the information required to be contained therein with respect to Selling Corporation, and Founding Shareholder, identifying whether the matter disclosed therein relates to Selling Corporation, or to Founding Shareholder named therein. Selling Corporation has furnished to the Purchaser (a) the certificate of incorporation (or other charter document) and by-laws of Selling Corporation and all amendments thereto, as presently in effect, certified by the Secretary of the corporation and (b) the following, initialed by the chief executive officer of Selling Corporation: (i) true and correct copies of all contracts, agreements, and instruments referred to in Exhibit D; (ii) true and correct copies of all leases and licenses referred to in Exhibit C; and (iii) true and correct written descriptions of all supply, distribution, agency, financing, or other arrangements or understandings referred to in Exhibit D. Neither Selling Corporation, Founding Shareholder, nor (to the knowledge of Selling Corporation, or Founding Shareholder) any other party to any such contract, agreement, instrument, lease, or license is now or expects in the future to be in violation or breach of, or in default with respect to complying with, any material provision thereof, and 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 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 Selling Corporation, 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 of this Agreement will not prejudice any such arrangement or understanding in any way. Selling Corporation enjoys peaceful and undisturbed possession under all leases and licenses under which it is operating. Selling Corporation 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 may in the future have a material adverse effect on the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of Selling Corporation. Selling Corporation 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, lease, license, arrangement, or understanding with, Founding Shareholder, any employee of Selling Corporation or any director, officer or employee, any relative or affiliate of Founding Shareholder or of any such director, officer, or employee, or any other corporation or enterprise in which Founding Shareholder, any such director, officer, or employee, or any such relative or affiliate then had or now has a 5 percent or greater equity or voting or other substantial interest, other than contracts and agreements listed and so specified in Exhibit D. Selling Corporation 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 bylaws.

Contracts and Other Instruments. Exhibit D accurately and completely Schedule 2.07 sets forth the information required to be contained therein all contracts, agreements, instruments, leases, licenses, arrangements, or understandings with respect to Selling Corporation, Seller and Founding Shareholdereach Seller Subsidiary that are material to the Seller and the Seller Subsidiaries taken as a whole, identifying whether the matter disclosed therein relates to Selling Corporation, Seller or to Founding Shareholder a Seller Subsidiary named therein. Selling Corporation Seller has furnished to the Purchaser (a) the certificate of incorporation (or other charter document) and by-laws of Selling Corporation Seller and each Seller Subsidiary and all amendments thereto, as presently in effect, certified by the Secretary of the corporation and (b) the following, initialed by the chief executive officer of Selling Corporation: (i) true and correct copies of all contracts, agreements, and instruments referred to in Exhibit DSchedule 2.07; (ii) true and correct copies of all leases and licenses referred to in Exhibit CSchedule 2.06 or Schedule 2.08; and (iii) true and correct written descriptions of all supply, distribution, agency, financing, or other arrangements or understandings referred to in Exhibit D. Neither Selling CorporationSchedule 2.07. Except as described in Schedule 2.07, Founding Shareholderneither Seller, nor (any Seller Subsidiary, nor, to the knowledge of Selling CorporationSeller or any Seller Subsidiary, or Founding Shareholder) any other party to any such contract, agreement, instrument, lease, or license is now or 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 provision 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; except as set forth in Schedule 2.07, neither Selling CorporationSeller, any Seller 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 the Seller and the Seller Subsidiaries of this Agreement the Transaction Agreements to which it is or shall be a party will not prejudice any such arrangement or understanding in any way. Selling Corporation Each of Seller and each of the Seller Subsidiaries enjoys peaceful and undisturbed possession in all material respects under all leases and licenses under which it is operating. Selling Corporation Neither Seller nor any Seller Subsidiary 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 of Seller or any Seller 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 Selling CorporationSeller, any Seller Subsidiary, or HEcom. Selling Corporation Neither Seller nor any Seller Subsidiary has not engaged in within the last five years inyears, 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, Founding Shareholderany stockholder, any employee of Selling Corporation or any director, officer officer, or employeeemployee of Seller or of any Seller Subsidiary (except for employment agreements listed in Schedule 2.07 and employment and compensation arrangements described in Schedule 2.08(a), 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 Founding Shareholder any stockholder or of any such director, officer, or employee, or any other corporation or enterprise in which Founding Shareholderany stockholder, any such director, officer, or employee, or any such relative or affiliate then had or now has a 5 percent 5% or greater equity or voting or other substantial interest, other than contracts those described in Schedule 2.07. The stock ledgers and agreements listed stock transfer books and so specified in Exhibit D. Selling Corporation the minute book records of Seller and the Seller Subsidiaries relating to all issuances and transfers of stock by Seller and the Seller Subsidiaries and all proceedings of the stockholders and the Board of Directors and committees thereof of Seller and the Seller Subsidiaries since their respective incorporations made available to the Purchaser's counsel are the original stock ledgers and stock transfer books and minute book records of Seller and the Seller Subsidiaries or exact copies thereof. Neither Seller nor any Seller Subsidiary 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 bylawsby-laws. Neither Seller nor any Seller Subsidiary is a member of a customer or user organization or of a trade association other than as specified in Schedule 2.07.

Contracts and Other Instruments. Exhibit D accurately and completely sets forth the information required to be contained therein regarding contracts, agreements, instruments, leases, licenses, arrangements or understandings with respect to Selling Corporation, and Founding Shareholder, Subsidiary identifying whether the matter disclosed therein relates to Selling Corporation, Subsidiary or to Founding Shareholder named thereinVendor. Selling Corporation Subsidiary has furnished to the Purchaser (a) the The certificate of incorporation (or other charter document) and by-laws of Selling Corporation Subsidiary and all amendments thereto, thereto as presently in effect, effect certified by the Secretary an authorized officer of the corporation Subsidiary and (b) the following, initialed The following initialled by the chief executive officer of Selling CorporationSubsidiary: (i) true and correct copies of all contracts, agreements, agreements and instruments referred to in Exhibit D; (ii) true and correct copies of all leases and licenses referred to in Exhibit B or C; and (iii) true and correct written descriptions of all supply, supply distribution, agency, financing, or other arrangements or understandings referred to in Exhibit D. Neither Selling Corporation, Founding Shareholder, Subsidiary nor (to the knowledge of Selling Corporation, or Founding Shareholder) Vendor nor any other party to any such contract, contract agreement, instrument, lease, or license is now or expects in the future to be in violation or breach of, or in default with respect to complying with, any my material provision team thereof, and each such contract, contract agreement, instrument, lease, or license is in m 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 tc them in accordance with its terms. Each such supply, supply distribution, agency, financing, financing or other arrangement or understanding is a valid and continuing arrangement or understanding; neither Selling Corporation, 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, delivery and performance of this Agreement will not prejudice any my such arrangement or understanding in any way. Selling Corporation Subsidiary enjoys peaceful and undisturbed possession under all leases and licenses under which it is operating. Selling Corporation Subsidiary 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 may in the tho future have a material adverse effect on the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of Selling CorporationSubsidiary or purchaser. Selling Corporation has not engaged within The stock ledgers and stock transfer books and the last five years in, is engaging in, minute book records of Subsidiary relating to all issuances and transfers of stock by Subsidiary nnd all proceedings of the vendor and the Board of Directors and committees thereof of Subsidiary nnd all proceedings of the Vendor and the Board of Directors and committees thereof of Subsidiary since incorporation made available to the Purchaser’s counsel are the original stock ledgers and stock transfer books and minute book records of Subsidiary 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, lease, license, arrangement, or understanding with, Founding Shareholder, any employee of Selling Corporation or any director, officer or employee, any relative or affiliate of Founding Shareholder or of any such director, officer, or employee, or any other corporation or enterprise in which Founding Shareholder, any such director, officer, or employee, or any such relative or affiliate then had or now has a 5 percent or greater equity or voting or other substantial interest, other than contracts and agreements listed and so specified in Exhibit D. Selling Corporation exact copies thereof. Subsidiary is not in violation or breach of, or in default with respect to, any my term of its certificate of incorporation (or other charter document) or bylawsby-laws.

Contracts and Other Instruments. Exhibit Section D accurately of the IAMK Disclosure Letter contains a true and completely sets forth correct statement of the information required to be contained therein regarding material contracts, agreements, instruments, leases, licenses, arrangements, or understandings with respect to Selling Corporation, and Founding Shareholder, identifying whether the matter disclosed therein relates to Selling Corporation, or to Founding Shareholder named thereinIAMK. Selling Corporation IAMK has furnished to the Purchaser MPL Shareholder (ai) the certificate of incorporation (or other charter document) and by-laws of Selling Corporation IAMK and all amendments thereto, as presently in effect, certified by the Secretary of the corporation and (bii) the following, initialed by the chief executive officer of Selling Corporation: (iA) true and correct copies of all material contracts, agreements, and instruments referred to in Exhibit DSection D of the IAMK Disclosure Letter; (iiB) true and correct copies of all material leases and licenses referred to in Exhibit CSection B or C of the IAMK 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 Exhibit D. Neither Selling CorporationSection B or C of the IAMK Disclosure Letter. To the best of IAMK's knowledge, Founding Shareholder, neither IAMK nor (to the knowledge of Selling Corporation, or Founding ShareholderIAMK) any other party to any such material contract, agreement, instrument, lease, or license is now or expects in the future to be in violation or breach of, or in default with respect to complying with, any material provision term thereof, and each such material contract, agreement, instrument, lease, or license is in full force and is (to the best of IAMK's knowledge in the case of third parties) 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 respective terms. Each such material supply, distribution, agency, financing, or other arrangement or understanding is a valid and continuing arrangement or understanding; neither Selling Corporation, IAMK 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 of this Agreement will not prejudice any such arrangement or understanding in any way. Selling Corporation IAMK enjoys peaceful and undisturbed possession under all material leases and licenses under which it is operating. Selling Corporation IAMK 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 (to the knowledge of IAMK) may in the future have a material adverse effect on the financial condition, results of operations, businessbusinesses, properties, assets, liabilities, or future prospects of Selling CorporationIAMK. Selling Corporation IAMK 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, Founding Shareholderany stockholder of IAMK, any employee of Selling Corporation or any director, officer officer, or employeeemployee of IAMK (except for employment agreements listed in Section D of the IAMK Disclosure Letter and employment and compensation arrangements described in Section E of the IAMK Disclosure Letter), any relative or affiliate of Founding Shareholder any stockholder of IAMK or of any such director, officer, or employee, or any other corporation or enterprise in which Founding Shareholderany stockholder of IAMK, any such director, officer, or employee, or any such relative or affiliate then had or now has a 5 percent 5% or greater equity or voting or other substantial interest, other than contracts and agreements those listed and so specified in Exhibit D. Selling Corporation Section D of the IAMK Disclosure Letter. The stock ledgers and stock transfer books relating to all issuances and transfers of stock by IAMK and the minute book records of IAMK and all proceedings of the stockholders and the Board of Directors and committees thereof of IAMK since their respective incorporations made available to counsel to MPL and the MPL Shareholder are the original stock ledgers and stock transfer books and minute book records of IAMK or exact copies thereof. IAMK 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 bylawsby-laws.

Contracts and Other Instruments. Exhibit D accurately The CWTI SEC Documents contains a true and completely sets forth correct statement of the information required to be contained therein regarding material contracts, agreements, instruments, leases, licenses, arrangements, or understandings with respect to Selling Corporation, and Founding Shareholder, identifying whether the matter disclosed therein relates to Selling Corporation, or to Founding Shareholder named thereinCWTI. Selling Corporation CWTI has furnished made available to the Purchaser SheerVision Shareholders (ai) the certificate of incorporation (or other charter document) and by-laws of Selling Corporation CWTI and all amendments thereto, as presently in effect, certified by the Secretary of the corporation and (bii) the following, initialed by the chief executive officer of Selling Corporation: (iA) true and correct copies of all material contracts, agreements, and instruments referred to in Exhibit Dthe CWTI SEC Documents; (iiB) true and correct copies of all material leases and licenses referred to in Exhibit Cthe CWTI SEC Documents hereto; and (iiiC) true and correct written descriptions of all material supply, distribution, agency, financing, or other arrangements or understandings referred to in Exhibit D. Neither Selling Corporationthe CWTI SEC Documents. To the best of CWTI's knowledge, Founding Shareholder, neither CWTI nor (to the knowledge of Selling Corporation, or Founding ShareholderCWTI) any other party to any such material contract, agreement, instrument, lease, or license is now or expects in the future to be in violation or breach of, or in default with respect to complying with, any material provision term thereof, and each such material contract, agreement, instrument, lease, or license is in full force and is (to the best of CWTI's knowledge in the case of third parties) 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 respective terms. Each such material supply, distribution, agency, financing, or other arrangement or understanding is a valid and continuing arrangement or understanding; neither Selling Corporation, CWTI 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 of this Agreement will not prejudice any such arrangement or understanding in any way. Selling Corporation CWTI enjoys peaceful and undisturbed possession under all material leases and licenses under which it is operating. Selling Corporation CWTI 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 (to the knowledge of CWTI) may in the future have a material adverse effect on the financial condition, results of operations, businessbusinesses, properties, assets, liabilities, or future prospects of Selling CorporationCWTI. Selling Corporation CWTI 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, Founding Shareholderany stockholder of CWTI, any employee of Selling Corporation or any director, officer officer, or employeeemployee of CWTI (except for employment agreements listed in the CWTI SEC Documents and employment and compensation arrangements described in the CWTI SEC Documents), any relative or affiliate of Founding Shareholder any stockholder of CWTI or of any such director, officer, or employee, or any other corporation or enterprise in which Founding Shareholderany stockholder of CWTI, any such director, officer, or employee, or any such relative or affiliate then had or now has a 5 percent 5% or greater equity or voting or other substantial interest, other than contracts and agreements those listed and so specified in Exhibit D. Selling Corporation the CWTI SEC Documents. The stock ledgers and stock transfer books relating to all issuances and transfers of stock by CWTI and the minute book records of CWTI and all proceedings of the stockholders and the Board of Directors and committees thereof of CWTI since their respective incorporations made available to counsel to SheerVision and the SheerVision Shareholders are the original stock ledgers and stock transfer books and minute book records of CWTI or exact copies thereof. CWTI 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 bylawsby-laws.