Common use of Contracts and Other Instruments Clause in Contracts

Contracts and Other Instruments. (a) The Customer Contracts delivered at Closing pursuant to 1.01(a)(5) are all of the Customer Contracts of the Engineering Division. Schedule 2.07(a) or the other schedules to this Agreement set forth a true and correct listing of all material contracts, other than Customer Contracts and contracts with subcontractors, to which any Seller is a party for the use or benefit of the Engineering Division, including material leases and licenses and all supply, distribution, agency, financing or other arrangements and understandings. Any of the foregoing not - 23 of 49 - disclosed on the other schedules to this Agreement are listed on Schedule 2.07(a). For purposes of this 2.07(a) only, "material contract" means a contract, including Customer Contracts, which provides for the provision or purchase of goods or services in excess of $20,000 per annum or requires performance by Seller for a period of more than twelve months. With respect to Customer Contracts, "material arrangement or understanding" includes any relationship between Seller and any customer or group of related customers, whether formalized by binding written contract or not, from which Sellers derived more than $50,000 in the twelve months preceding the Closing Date. Neither Sellers nor, to Sellers' knowledge, any other party to any material contract, agreement, instrument, lease, or license is now or is expected by Sellers as of Closing to be in the future in violation or breach of, or in default with respect to complying with, any material provision thereof, and to Sellers' knowledge, each such material 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, except as disclosed on Schedule 2.07(a). Neither any Seller nor, to Sellers' knowledge, any other party to any material contract, arrangement or understanding has given notice of termination or taken any action inconsistent with the continuance of such material contract, arrangement or understanding.

Contracts and Other Instruments. (a) The Customer Contracts delivered at Closing pursuant to Section 1.01(a)(5) are all of the Customer Contracts of the Engineering Division. Schedule 2.07(a) or the other schedules to this Agreement set forth a true and correct listing of all material contracts, other than Customer Contracts and contracts with subcontractors, to which any Seller is a party for the use or - 23 of 49 - 24 benefit of the Engineering Division, including material leases and licenses and all supply, distribution, agency, financing or other arrangements and understandings. Any of the foregoing not - 23 of 49 - disclosed on the other schedules to this Agreement are listed on Schedule 2.07(a). For purposes of this Section 2.07(a) only, "material contract" means a contract, including Customer Contracts, which provides for the provision or purchase of goods or services in excess of $20,000 per annum or requires performance by Seller for a period of more than twelve months. With respect to Customer Contracts, "material arrangement or understanding" includes any relationship between Seller and any customer or group of related customers, whether formalized by binding written contract or not, from which Sellers derived more than $50,000 in the twelve months preceding the Closing Date. Neither Sellers nor, to Sellers' knowledge, any other party to any material contract, agreement, instrument, lease, or license is now or is expected by Sellers as of Closing to be in the future in violation or breach of, or in default with respect to complying with, any material provision thereof, and to Sellers' knowledge, each such material 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, except as disclosed on Schedule 2.07(a). Neither any Seller nor, to Sellers' knowledge, any other party to any material contract, arrangement or understanding has given notice of termination or taken any action inconsistent with the continuance of such material contract, arrangement or understanding.

Contracts and Other Instruments. Schedule 2.07 sets forth all contracts, agreements, instruments, leases, licenses, arrangements, or understandings with respect to Seller and each Seller Subsidiary that are material to the Seller and the Seller Subsidiaries taken as a whole, identifying whether the matter disclosed therein relates to Seller or to a Seller Subsidiary named therein. Seller has furnished, or prior to Closing will furnish, to the Purchaser (a) The Customer Contracts delivered at Closing pursuant to 1.01(a)(5the articles of incorporation (or other charter document) are and by-laws of Seller and each Seller Subsidiary and all amendments thereto, as presently in effect, certified by the Secretary of the Customer Contracts of corporation and (b) the Engineering Division. Schedule 2.07(afollowing: (i) or the other schedules to this Agreement set forth a true and correct listing copies of all material contracts, other than Customer Contracts agreements, and contracts with subcontractors, instruments referred to which any Seller is a party for the use or benefit in Schedule 2.07; (ii) true and correct copies of the Engineering Division, including material all leases and licenses referred to in Schedule 2.06 or Schedule 2.08; and (iii) true and correct written descriptions of all supply, distribution, agency, financing financing, or other arrangements and understandingsor understandings referred to in Schedule 2.07. Any of the foregoing not - 23 of 49 - disclosed on the other schedules to this Agreement are listed on Except as described in Schedule 2.07(a). For purposes of this 2.07(a) only2.07, "material contract" means a contractneither Seller, including Customer Contractsany Seller Subsidiary, which provides for the provision or purchase of goods or services in excess of $20,000 per annum or requires performance by Seller for a period of more than twelve months. With respect to Customer Contracts, "material arrangement or understanding" includes any relationship between Seller and any customer or group of related customers, whether formalized by binding written contract or not, from which Sellers derived more than $50,000 in the twelve months preceding the Closing Date. Neither Sellers nor, to Sellers' knowledgethe knowledge of Seller or any Seller Subsidiary, any other party to any material such contract, agreement, instrument, lease, or license is now or is expected by Sellers as or, in the reasonable judgment of Closing to be 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 to Sellers' knowledgedelivery thereof by the other parties thereto, each such material 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 disclosed on set forth in Schedule 2.07(a). Neither 2.07, neither Seller, any Seller norSubsidiary, to Sellers' knowledge, nor any other party to any material contract, such arrangement or understanding has given notice of termination or taken any action inconsistent with the continuance of such material contract, arrangement or understanding; and the execution, delivery, and performance by the Seller and the Seller Subsidiaries of the Transaction Agreements to which it is or shall be a party will not prejudice any such arrangement or understanding in any way. 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. Neither Seller nor any Seller 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 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 Seller or any Seller Subsidiary. Except as set forth in Schedule 2.07, neither Seller nor any Seller Subsidiary has engaged in within the last five years, 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 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 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 described in Schedule 2.07. The minute book records of 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 minute book records of Seller and the Seller Subsidiaries or exact copies thereof. Neither Seller nor any Seller Subsidiary is in violation or breach of, or in default with respect to, any term of its articles of incorporation or other charter document or by-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.