Common use of Agreements and Commitments Clause in Contracts

Agreements and Commitments. As of the date of this Agreement the Company is not a party or subject to any oral or written executory contract or, to the extent expressly enumerated in paragraphs below, commitment, that is material to the Company, its financial condition, business or prospects, including but not limited to the following: (a) Any contract, commitment, letter agreement or purchase order providing for payments by or to the Company in an aggregate amount of (i) $10,000 or more in the Ordinary Course or (ii) $5,000 or more not in the Ordinary Course; (b) Any license agreement under which the Company is licensor (except for any nonexclusive software license granted by the Company to customers in the Ordinary Course); or under which the Company is licensee (except for standard "shrink wrap" licenses for off-the-shelf software products with a license fee or purchase price of under $5,000 per copy or seat); (c) Any material agreement by the Company to encumber, transfer or sell rights in or with respect to any material item of the Company Intellectual Property (as defined in Section 3.11 hereof), excluding non-exclusive software licenses; (d) Any agreement for the sale or lease of real or tangible personal property involving more than $10,000 per year; (e) Any dealer, distributor, sales representative, original equipment manufacturer, value-added remarketer or other agreement for the distribution of the Company's products; (f) Any franchise agreement; (g) Any stock redemption or agreement obligating the Company to purchase its capital stock; (h) Any joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons or the payment of royalties to any other person, excluding non-exclusive software licenses; (i) Any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee or otherwise, except for trade indebtedness or any advance to any employee of the Company incurred or made in the Ordinary Course, and except as disclosed in the Company Financial Statements; (j) Any contract containing covenants purporting to limit the Company's freedom to compete in any line of business, market or industry and/or in any geographic area; or (k) Any contract for the employment of any officer, employee or consultant of the Company or any other type of contract or commitment with any officer, employee or consultant of the Company that is not immediately terminable by the Company without cost or other liability. All agreements, obligations and commitments disclosed in Item 3.10, Item 3.11, Item 3.14.3 or Item 3.14.6 as required by Section 3.10, Section 3.11, Section 3.14.3 or Section 3.14.6, as the case may be, are valid and in full force and effect, except where the failure to be such would not have a Material Adverse Effect on the Company. Neither the Company nor to Shareholder's knowledge any other party is in breach of or default under any material term of any such agreement, obligation or commitment nor has such other party threatened such a breach or default. The Company is not a party to any contract or arrangement that Shareholder believes will have a Material Adverse Effect on the Company. The Company does not have liability for renegotiation of government contracts or subcontracts that can reasonably be expected to have a Material Adverse Effect on the Company.

Agreements and Commitments. As of the date hereof, except as disclosed in Item 2.11 delivered by Target to Acquirer herewith, or as disclosed in Item 2.12, Item 2.15.3 or Item 2.15.6 as required by Section 2.12, Section 2.15.3 or Section 2.15.6, as the case may be, on the date of this Agreement the Company Target is not a party or subject to any oral or written executory contract or, to the extent expressly enumerated in paragraphs below, commitment, that is material to the CompanyTarget, its financial condition, business or prospects, including but not limited to the following: (a) Any contract, commitment, letter agreement or purchase order providing for payments by or to the Company Target in an aggregate amount of (i) $10,000 or more in the Ordinary Course or (ii) $5,000 or more not in the Ordinary Course; (b) Any license agreement under which the Company Target is licensor (except for any nonexclusive software license granted by the Company Target to customers in the Ordinary Course); or under which the Company Target is licensee (except for standard "shrink wrap" licenses for off-the-shelf software products with a license fee or purchase price of under $5,000 per copy or seat); (c) Any material agreement by the Company Target to encumber, transfer or sell rights in or with respect to any material item of the Company Target Intellectual Property (as defined in Section 3.11 2.12 hereof), excluding non-non- exclusive software licenses; (d) Any agreement for the sale or lease of real or tangible personal property involving more than $10,000 per year; (e) Any dealer, distributor, sales representative, original equipment manufacturer, value-added remarketer or other agreement for the distribution of the CompanyTarget's products; (f) Any franchise agreement; (g) Any stock redemption or agreement obligating the Company Target to purchase its capital stock; (h) Any joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons or the payment of royalties to any other person, excluding non-exclusive software licenses; (i) Any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee or otherwise, except for trade indebtedness or any advance to any employee of the Company Target incurred or made in the Ordinary Course, and except as disclosed in the Company Target Financial Statements; (j) Any contract containing covenants purporting to limit the CompanyTarget's freedom to compete in any line of business, market or industry and/or in any geographic area; or (k) Any contract for the employment of any officer, employee or consultant of the Company Target or any other type of contract or commitment with any officer, employee or consultant of the Company Target that is not immediately terminable by the Company Target without cost or other liability. All Except as noted in Item 2.5, all agreements, obligations and commitments disclosed in Item 3.102.11, Item 3.112.12, Item 3.14.3 2.15.3 or Item 3.14.6 2.15.6 as required by Section 3.102.11, Section 3.112.12, Section 3.14.3 2.15.3 or Section 3.14.62.15.6, as the case may be, are valid and in full force and effect, except where the failure to be such would not have a Material Adverse Effect on the CompanyTarget. Neither the Company Except as noted on Item 2.11, neither Target nor to ShareholderTarget's knowledge any other party is in breach of or default under any material term of any such agreement, obligation or commitment nor has such other party threatened such a breach or default. The Company Target is not a party to any contract or arrangement that Shareholder it believes will have a Material Adverse Effect on the CompanyTarget. The Company Target does not have liability for renegotiation of government contracts or subcontracts that which can reasonably be expected to have a Material Adverse Effect on the CompanyTarget.

Agreements and Commitments. As of the date hereof, except as disclosed in Item 4.12 delivered by Seller to Buyer herewith, on the date of this Agreement the Company Seller is not a party or subject to any oral or written executory contract or, to the extent expressly enumerated in paragraphs below, commitment, that is material related to the Company, its financial condition, business Purchased Business or prospectsthe Purchased Assets or any of the Employees, including but not limited to the following: (a) Any contract, commitment, letter agreement or purchase order providing for payments by or to the Company Seller in an aggregate amount of (i) $10,000 20,000 or more in the Ordinary Course or (ii) $5,000 10,000 or more not in the Ordinary Course; (b) Any license agreement under which the Company Seller is licensor (except for any nonexclusive software license granted by the Company Seller to customers in the Ordinary Course); or under which the Company Seller is licensee (except for standard "shrink wrap" licenses for off-the-shelf software products with a license fee or purchase price of under $5,000 per copy or seat); (c) Any material agreement by the Company Seller to encumber, transfer or sell rights in or with respect to any material item of the Company Seller Intellectual Property (as defined in Section 3.11 4.12 hereof), excluding non-exclusive software licenses; (d) Any agreement for the sale or lease of real or tangible personal property involving more than $10,000 per year; (e) Any dealer, distributor, sales representative, original equipment manufacturer, value-added remarketer remarketer, OEM or other agreement for the distribution marketing or sale of professional consulting services or otherwise relating to the Company's productsPurchased Business or the Purchased Assets; (f) Any franchise agreement; (g) Any stock redemption or agreement obligating the Company to purchase its capital stock; (h) Any joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons or the payment of royalties to any other person, excluding non-exclusive software licenses; (ig) Any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee or otherwise, except for trade indebtedness or any advance to any employee of the Company incurred or made in the Ordinary Course, and except as disclosed in the Company Financial Statements; (jh) Any contract containing covenants purporting to limit the CompanySeller's freedom to compete in any line of business, market or industry and/or in any geographic area; or (ki) Any contract for the employment of any officer, employee or consultant of the Company Seller or any other type of contract or commitment with any officer, employee or consultant of the Company Seller that is not immediately terminable by the Company Seller without cost or other liability. All Except as noted in Item 4.12, all agreements, obligations and commitments disclosed in Item 3.10, Item 3.11, Item 3.14.3 or Item 3.14.6 as required by Section 3.10, Section 3.11, Section 3.14.3 or Section 3.14.6, as the case may be4.12, are valid and in full force and effect, except where the failure to be such would not have a Material Adverse Effect on the CompanySeller. Neither the Company Except as noted on Item 4.12, neither Seller nor to Shareholder's knowledge any other party is in breach of or default under any material term of any such agreement, obligation or commitment nor has such other party threatened such a breach or default. The Company Seller is not a party to any contract or arrangement that Shareholder it believes will have a Material Adverse Effect on the CompanySeller. The Company Seller does not have liability for renegotiation of government contracts or subcontracts that can reasonably be expected to have a Material Adverse Effect on the Companysubcontracts.

Agreements and Commitments. As of the date of this Agreement the Company Except as set forth in SCHEDULE 3.11, or as listed in SCHEDULE 3.12, SCHEDULE 3.15.3 or SCHEDULE 3.15.6 as required by Section 3.12, Section 3.15.3 or Section 3.15.6, respectively, to its knowledge, Xxxxxxxx is not a party or subject to any oral or written executory contract oragreement, to the extent expressly enumerated in paragraphs below, commitment, obligation or commitment that is material to the CompanyXxxxxxxx, its financial condition, business or prospects, including but prospects or which is described below and is not limited terminable within 60 days without cost or penalty to the followingXxxxxxxx: (a) Any contract, commitment, letter agreement agreement, quotation or purchase order providing for payments by or to the Company Xxxxxxxx in an aggregate amount of (i) $10,000 100,000 or more in the Ordinary Course ordinary course of business or (ii) $5,000 100,000 or more not in the Ordinary Courseordinary course of business (except for any contracts, commitments, letter agreements, quotations or purchase orders providing for outstanding payments to Xxxxxxxx solely with respect to ongoing software maintenance services); (b) Any license agreement under which the Company is as licensor (except for any nonexclusive software license granted by Xxxxxxxx to end-user customers where the Company form of the license, excluding standard immaterial deviations, has been provided to customers in the Ordinary Course); or under which the Company is licensee (except for standard "shrink wrap" licenses for off-the-shelf software products with a license fee or purchase price of under $5,000 per copy or seatAntinori); (c) Any material agreement by the Company Xxxxxxxx to encumber, transfer or sell rights in or with respect to any material item of the Company Xxxxxxxx Intellectual Property (as defined in Section 3.11 hereof3.12), excluding non-exclusive software licenses; (d) Any agreement for the sale or lease of real or tangible personal property involving more than $10,000 100,000 per year;, (e) Any dealer, distributor, sales representative, original equipment manufacturer, value-value added remarketer or other agreement for the distribution of the Company's Xxxxxxxx'x products; (f) Any franchise agreementagreement or financing statement; (g) Any stock redemption or agreement obligating the Company to purchase its capital stockagreement; (h) Any joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons or the payment of royalties to any other person, excluding non-exclusive software licensespersons; (i) Any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligationobligations, conditional sale, guarantee or otherwise, except for trade indebtedness or any advance to any employee of the Company Xxxxxxxx incurred or made in the Ordinary Courseordinary course of business, and except as disclosed in the Company Xxxxxxxx Financial Statements;; or (j) Any contract containing covenants purporting to limit the Company's Xxxxxxxx'x freedom to compete in any line of business, market or industry and/or business in any geographic area; or (k) Any contract for the employment of any officer, employee or consultant of the Company or any other type of contract or commitment with any officer, employee or consultant of the Company that is not immediately terminable by the Company without cost or other liability. All agreements, obligations and commitments disclosed listed in Item 3.10, Item SCHEDULE 3.11, Item 3.14.3 SCHEDULE 3.12, SCHEDULE 3.15.3, or Item 3.14.6 SCHEDULE 3.15.6 as required by Section 3.10, Section 3.11, Section 3.14.3 3.12, Section 3.15.3 or Section 3.14.63.15.6, as the case may be, are valid and in full force and effecteffect in all material respects, and except where as expressly noted, a true and complete copy of each has been delivered to Antinori. Except as noted on SCHEDULE 3.11 neither Xxxxxxxx nor, to the failure to be such would not have a Material Adverse Effect on the Company. Neither the Company nor to Shareholder's knowledge of Xxxxxxxx, any other party is in breach of or default under any material term terms of any such agreement, obligation or commitment nor has such other party threatened such a breach or defaultcommitment. The Company Xxxxxxxx is not a party to any contract or arrangement that Shareholder believes it reasonably expects will have a Material Adverse Effect material adverse effect on the Company. The Company does not have liability for renegotiation of government contracts its business or subcontracts that can reasonably be expected to have a Material Adverse Effect on the Companyprospects.

Agreements and Commitments. As (a) Identification of the date of this Agreement the Company Agreements and Commitments. Except as set forth in Schedule 5.11, or as listed in any Schedule set forth in Section 5.13 or Section 5.16, neither Target nor any Target Subsidiary is not a party or subject to any oral or written executory contract oragreement, to the extent expressly enumerated in paragraphs below, commitment, obligation or commitment that is material to the CompanyTarget, its financial condition, business or prospects, including but not limited to the followingprospects or which is described below: (ai) Any contract, commitment, letter agreement agreement, quotation or purchase order providing for payments by or to the Company Target or any Target Subsidiary in an aggregate amount of (A) $50,000 or more in the ordinary course of business; or (iB) $10,000 or more not in the Ordinary Course or ordinary course of business; (ii) $5,000 or more not in the Ordinary Courseany Government Contract; (biii) Any license agreement under which the Company is as licensor (except for any nonexclusive software license granted by Target or any Target Subsidiary to end-user customers where the Company form of the license, excluding standard immaterial deviations, has been provided to customers in the Ordinary Course); or under which the Company is licensee (except for standard "shrink wrap" licenses for off-the-shelf software products with a license fee or purchase price of under $5,000 per copy or seatAxtive); (civ) Any material agreement by the Company Target or any Target Subsidiary to encumber, transfer or sell rights in or with respect to any material item of the Company Target Intellectual Property (as defined in Section 3.11 hereof), excluding non-exclusive software licensesProperty; (dv) Any agreement for the sale or lease of real or tangible personal property involving more than $10,000 per year; (evi) Any dealer, distributor, sales representative, original equipment manufacturer, value-value added remarketer or other agreement for the distribution of the Company's productsproducts of Target or any Target Subsidiary; (fvii) Any franchise agreementagreement or financing statement; (gviii) Any stock redemption or agreement obligating the Company to purchase its capital stockagreement; (hix) Any joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons or the payment of royalties to any other person, excluding non-exclusive software licensespersons; (ix) Any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligationobligations, conditional sale, guarantee or otherwise, except for trade indebtedness or any advance to any employee of the Company Target or any Target Subsidiary incurred or made in the Ordinary Courseordinary course of business, and except as disclosed in the Company Target Financial Statements;; or (jxi) Any contract agreement containing covenants purporting to limit the Company's freedom of Target or any Target Subsidiary to compete in any line of business, market or industry and/or business in any geographic area; orarea or solicit employees or obligating Target or any Target Subsidiary to maintain the confidentiality of information. (kb) Any contract for the employment Validity of any officer, employee or consultant of the Company or any other type of contract or commitment with any officer, employee or consultant of the Company that is not immediately terminable by the Company without cost or other liabilityAgreements and Commitments. All agreements, obligations and commitments disclosed listed in Item 3.10, Item 3.11, Item 3.14.3 Schedule 5.11 or Item 3.14.6 as required by any Schedule set forth in Section 3.10, Section 3.11, Section 3.14.3 5.13 or Section 3.14.65.16, as the case may be, are valid and in full force and effecteffect in all material respects, and except where as set forth in Schedule 5.11, a true and complete copy of each has been delivered or been made available to Axtive or its counsel. Except as noted on Schedule 5.11, to the failure to be such would not have knowledge of Target, neither Target nor a Material Adverse Effect on the Company. Neither the Company Target Subsidiary that is a party thereto, nor to Shareholder's knowledge any other party party, is in breach of or default under any material term terms of any such agreement, obligation or commitment nor has such other party threatened such a breach or defaultcommitment. The Company Target is not a party to any contract or arrangement that Shareholder believes it reasonably expects will have a Material Adverse Effect on the Company. The Company does not have liability for renegotiation of government contracts or subcontracts that can reasonably be expected to have a Material Adverse Effect on the CompanyEffect.

Agreements and Commitments. As of the date hereof, except as disclosed in Item 2.11, or as disclosed in Item 2.12, Item 2.15.3 or Item 2.15.6 as required by Section 2.12, Section 2.15.3 or Section 2.15.6, as the case may be, on the date of this Agreement the Company Target is not a party or subject to any oral or written executory contract or, to the extent expressly enumerated in paragraphs below, commitmentbinding obligation, that is material to the CompanyTarget, its financial condition, business or prospects, including but not limited to the following: (a) Any oral or written contract, commitment, letter agreement or purchase order providing for payments by or to the Company Target in an aggregate amount of (i) $10,000 250,000 or more in the Ordinary Course or (ii) $5,000 100,000 or more not in the Ordinary Course; (b) Any license agreement under which the Company Target is licensor (except for any nonexclusive software license granted by the Company Target to customers in the Ordinary Course); or under which the Company Target is licensee (except for standard "shrink wrap" licenses for off-the-shelf software products with a license fee or purchase price of under $5,000 per copy or seat); (c) Any material agreement by the Company Target to encumber, transfer or sell rights in or with respect to any material item of the Company Target Intellectual Property (as defined in Section 3.11 2.12 hereof), excluding non-exclusive software licenses; (d) Any agreement for the sale or lease of real or tangible personal property involving more than $10,000 25,000 per year; (e) Any dealer, distributor, sales representative, original equipment manufacturer, value-added remarketer or other agreement for the distribution of the CompanyTarget's products; (f) Any franchise agreement; (g) Any stock redemption or agreement obligating the Company Target to purchase its capital stock; (h) Any joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons or the payment of royalties to any other person, excluding non-exclusive software licenses; (i) Any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee or otherwise, except for trade indebtedness or any advance to any employee of the Company Target incurred or made in the Ordinary Course, and except as disclosed in the Company Target Financial Statements; (j) Any contract containing covenants purporting to limit the CompanyTarget's freedom to compete in any line of business, market or industry and/or in any geographic area; or (k) Any contract for the employment of any officer, employee or consultant of the Company Target or any other type of contract or commitment with any officer, employee or consultant of the Company Target that is not immediately terminable by the Company Target without cost or other liability. All Except as noted in Item 2.5, all agreements, obligations and commitments disclosed in Item 3.102.11, Item 3.112.12, Item 3.14.3 2.15.3 or Item 3.14.6 2.15.6 as required by Section 3.102.11, Section 3.112.12, Section 3.14.3 2.15.3 or Section 3.14.62.15.6, as the case may be, are valid and in full force and effect, except where the failure to be such would not have a Material Adverse Effect on the CompanyTarget. Neither the Company Except as noted on Item 2.11, neither Target nor to Shareholder's the knowledge of Target any other party is in breach of or default under any material term of any such agreement, obligation or commitment nor has such other party threatened such a breach or default. The Company Target is not a party to any contract or arrangement that Shareholder it believes will have a Material Adverse Effect on the CompanyTarget. The Company Target does not have liability for renegotiation of government contracts or subcontracts that which can reasonably be expected to have a Material Adverse Effect on the CompanyTarget.

Agreements and Commitments. As of Except as set forth in ITEM 2.11 delivered by ESI to Macromedia herewith, or as listed in ITEM 2.12, ITEM 2.15.3 or ITEM 2.15.6 as required by Section 2.12, Section 2.15.3 or Section 2.15.6, as the date of this Agreement the Company case may be, ESI is not a party or subject to any oral or written executory contract oragreement, to the extent expressly enumerated in paragraphs below, commitment, obligation or commitment that is material to the CompanyESI, its financial condition, condition or business or prospectswhich is described below and is not terminable within 60 days without cost or penalty to ESI, including but not limited to the following: (a) Any contract, commitment, letter agreement agreement, quotation or purchase order providing for payments by or to the Company ESI in an aggregate amount of (i) $10,000 25,000 or more in the Ordinary Course ordinary course of business or (ii) $5,000 10,000 or more not in the Ordinary Courseordinary course of business; (b) Any license agreement under which the Company ESI is licensor (except for any nonexclusive software license granted by ESI to end-user customers where the Company form of the license, excluding standard immaterial deviations, has been provided or made available to customers in the Ordinary CourseMacromedia's counsel); or under which the Company ESI is licensee (except for standard "shrink wrap" licenses for off-the-shelf software products with a license fee or purchase price of under $5,000 per copy or seatproducts); (c) Any material agreement by the Company ESI to encumber, transfer or sell rights in or with respect to any material item of the Company ESI Intellectual Property (as defined in Section 3.11 2.12 hereof), excluding non-exclusive software licenses; (d) Any agreement for the sale or lease of real or tangible personal property involving more than $10,000 25,000 per year; (e) Any dealer, distributor, sales representative, original equipment manufacturer, value-value added remarketer or other agreement for the distribution of the CompanyESI's products; (f) Any franchise agreementagreement or financing statement; (g) Any stock redemption or agreement obligating the Company to purchase its capital stockagreement; (h) Any joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons or the payment of royalties to any other person, excluding non-exclusive software licenses; (i) Any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee or otherwise, except for trade indebtedness or any advance to any employee of the Company ESI incurred or made in the Ordinary Courseordinary course of business, and except as disclosed in the Company ESI Financial Statements; (j) Any contract containing covenants purporting to limit the CompanyESI's freedom to compete in any line of business, market or industry and/or business in any geographic area; or (k) Any contract or commitment for the employment of any officer, employee or consultant of the Company ESI or any other type of contract or commitment understanding with any officer, employee or consultant of the Company ESI that is not immediately terminable by the Company ESI without cost or other liability. All agreements, obligations and commitments disclosed listed in Item 3.10ITEM 2.11, Item 3.11ITEM 2.12, Item 3.14.3 ITEM 2.15.3 or Item 3.14.6 ITEM 2.15.6 as required by Section 3.102.11, Section 3.112.12, Section 3.14.3 2.15.3 or Section 3.14.62.15.6, as the case may be, are valid and in full force and effect, and except where as expressly noted, a true and complete copy of each has been delivered or made available to Macromedia. Except as noted on ITEM 2.11, neither ESI nor, to the failure to be such would not have a Material Adverse Effect on the Company. Neither the Company nor to Shareholder's knowledge of ESI, any other party is in breach of or default under any material term of any such agreement, obligation or commitment nor commitment. ESI has such other party threatened such a breach or default. The Company is not a party to any contract or arrangement that Shareholder believes will have a Material Adverse Effect on the Company. The Company does not have no liability for renegotiation of government contracts or subcontracts that can reasonably be expected which are material to have a Material Adverse Effect on the CompanyESI, its financial condition or business.

Agreements and Commitments. As of the date hereof, except as disclosed in Item 3.10 of the Shareholders' Disclosure Schedule delivered by Shareholder to Acquirer herewith, or as disclosed in Item 3.11, Item 3.14.3 or Item 3.14.6 of the Shareholders' Disclosure Schedule as required by Section 3.11, Section 3.14.3 or Section 3.14.6, as the case may be, on the date of this Agreement the Company is not a party or subject to any oral or written executory contract or, to the extent expressly enumerated in paragraphs below, commitment, that is material to the Company, its financial condition, business or prospects, including but not limited to the following: (a) Any contract, commitment, letter agreement or purchase order providing for payments by or to the Company in an aggregate amount of (i) $10,000 25,000 or more in the Ordinary Course or (ii) $5,000 or more not in the Ordinary Course; (b) Any license agreement under which the Company is licensor (except for any nonexclusive software license granted by the Company to customers in the Ordinary Course); or under which the Company is licensee (except for standard "shrink wrap" licenses for off-the-shelf software products with a license fee or purchase price of under $5,000 per copy or seat); (c) Any material agreement by the Company to encumber, transfer or sell rights in or with respect to any material item of the Company Intellectual Property (as defined in Section 3.11 hereof), excluding non-exclusive software licenses; (d) Any agreement for the sale or lease of real or tangible personal property involving more than $10,000 25,000 per year; (e) Any dealer, distributor, sales representative, original equipment manufacturer, value-added remarketer or other agreement for the distribution of the Company's products; (f) Any franchise agreement; (g) Any stock redemption or agreement obligating the Company to purchase its capital stock; (h) Any joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons or the payment of royalties to any other person, excluding non-exclusive software licenses; (i) Any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee or otherwise, except for trade indebtedness or any advance to any employee of the Company incurred or made in the Ordinary Course, and except as disclosed in the Company Financial Statements; (j) Any contract containing covenants purporting to limit the Company's freedom to compete in any line of business, market or industry and/or in any geographic area; or (k) Any contract for the employment of any officer, employee or consultant of the Company or any other type of contract or commitment with any officer, employee or consultant of the Company that is not immediately terminable by the Company without cost or other liability. All Except as noted in Item 3.4 of the Shareholders' Disclosure Schedule, all agreements, obligations and commitments disclosed in Item 3.10, Item 3.11, Item 3.14.3 or Item 3.14.6 of the Shareholders' Disclosure Schedule as required by Section 3.10, Section 3.11, Section 3.14.3 or Section 3.14.6, as the case may be, are valid and in full force and effect, except where the failure to be such would not have a Material Adverse Effect on the Company. Neither Except as noted on Item 3.10 of the Shareholders' Disclosure Schedule, neither the Company nor to Shareholder's knowledge the Knowledge of Shareholders any other party is in breach of or default under any material term of any such agreement, obligation or commitment nor has such other party threatened such a breach or default. The Company is not a party to any contract or arrangement that Shareholder believes will have a Material Adverse Effect on the Company. The Company does not have liability for renegotiation of government contracts or subcontracts that can reasonably be expected to have a Material Adverse Effect on the Company.

Agreements and Commitments. As of the date hereof, except as disclosed in Item 3.10 delivered by Shareholder to Acquirer herewith, or as disclosed in Item 3.11, Item 3.14.3 or Item 3.14.6 as required by Section 3.11, Section 3.14.3 or Section 3.14.6, as the case may be, on the date of this Agreement the Company is not a party or subject to any oral or written executory contract or, to the extent expressly enumerated in paragraphs below, commitment, that is material to the Company, its financial condition, business or prospects, including but not limited to the following: (a) Any contract, commitment, letter agreement or purchase order providing for payments by or to the Company in an aggregate amount of (i) $10,000 or more in the Ordinary Course or (ii) $5,000 or more not in the Ordinary Course; (b) Any license agreement under which the Company is licensor (except for any nonexclusive software license granted by the Company to customers in the Ordinary Course); or under which the Company is licensee (except for standard "shrink wrap" licenses for off-the-shelf software products with a license fee or purchase price of under $5,000 per copy or seat); (c) Any material agreement by the Company to encumber, transfer or sell rights in or with respect to any material item of the Company Intellectual Property (as defined in Section 3.11 hereof), excluding non-exclusive software licenses; (d) Any agreement for the sale or lease of real or tangible personal property involving more than $10,000 per year; (e) Any dealer, distributor, sales representative, original equipment manufacturer, value-added remarketer or other agreement for the distribution of the Company's products; (f) Any franchise agreement; (g) Any stock redemption or agreement obligating the Company to purchase its capital stock; (h) Any joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons or the payment of royalties to any other person, excluding non-exclusive software licenses; (i) Any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee or otherwise, except for trade indebtedness or any advance to any employee of the Company incurred or made in the Ordinary Course, and except as disclosed in the Company Financial Statements; (j) Any contract containing covenants purporting to limit the Company's freedom to compete in any line of business, market or industry and/or in any geographic area; or (k) Any contract for the employment of any officer, employee or consultant of the Company or any other type of contract or commitment with any officer, employee or consultant of the Company that is not immediately terminable by the Company without cost or other liability. All Except as noted in Item 3.4, all agreements, obligations and commitments disclosed in Item 3.10, Item 3.11, Item 3.14.3 or Item 3.14.6 as required by Section 3.10, Section 3.11, Section 3.14.3 or Section 3.14.6, as the case may be, are valid and in full force and effect, except where the failure to be such would not have a Material Adverse Effect on the Company. Neither Except as noted on Item 3.10, neither the Company nor to Shareholder's knowledge any other party is in breach of or default under any material term of any such agreement, obligation or commitment nor has such other party threatened such a breach or default. The Company is not a party to any contract or arrangement that Shareholder believes will have a Material Adverse Effect on the Company. The Company does not have liability for renegotiation of government contracts or subcontracts that can reasonably be expected to have a Material Adverse Effect on the Company.

Agreements and Commitments. As Except as set forth in Schedule 3.12, neither Target nor any of the date of this Agreement the Company its Subsidiaries is not a party or subject to any oral or written executory contract oragreement, to the extent expressly enumerated in paragraphs belowcontract, commitment, obligation or commitment that is material to the CompanyTarget or its Subsidiaries, its financial condition, business or prospects, including but not limited to the following: (a) Any any contract, commitment, letter agreement agreement, quotation or purchase order providing for payments by or to the Company Target in an aggregate amount of (i) $10,000 100,000 or more in the Ordinary Course ordinary course of business or (ii) $5,000 250,000 or more not in the Ordinary Courseordinary course of business; (b) Any any license agreement under which the Company Target or any of its Subsidiaries is licensor (except for any nonexclusive software license granted by the Company to customers in the Ordinary Course)licensor; or under which the Company Target or any of its Subsidiaries is licensee (except for standard "shrink wrap" licenses for off-the-shelf software products with a license fee or purchase price of under $5,000 per copy or seatproducts); (c) Any material any agreement by the Company Target or any of its Subsidiaries to encumber, transfer or sell rights in or with respect to any material item of the Company Target Intellectual Property (as defined in Section 3.11 hereof3.13 below), excluding non-exclusive software licenses; (d) Any any agreement for the sale or lease of real or tangible personal property involving more than $10,000 100,000 per year; (e) Any any dealer, distributor, sales representative, original equipment manufacturer, value-value added remarketer remarketer, volume purchase agreement or other agreement for the distribution or sale of Target's products (other than individual purchase orders in the Company's productsordinary course of business); (f) Any any franchise agreement; (g) Any any stock redemption or agreement obligating the Company to purchase its capital stockagreement; (h) Any any joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons or the payment of royalties to any other person, excluding non-exclusive software licenses; (i) Any any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee or otherwise, except for trade indebtedness or any advance to any employee of the Company incurred or made in the Ordinary Course, and except as disclosed in the Company Financial Statementsguarantees thereof; (j) Any any contract containing covenants purporting to limit the CompanyTarget's freedom to compete in any line of business, market or industry and/or business in any geographic area; (k) any agreement of indemnification other than standard warranties in connection with the sale of products and/or services in the ordinary course of business; (l) any agreement, contract or commitment relating to capital expenditures and which involves future payments in excess of $100,000; (m) any agreement, contract or commitment relating to the disposition or acquisition of any assets (other than Inventory, as defined in Section 3.26) by Target or any of its Subsidiaries or any Target Intellectual Property, which involves payments individually in excess of $100,000 or in the aggregate in excess of $250,000; or (kn) Any any purchase order or contract for the employment purchase of any officer, employee raw materials which involves payments individually in excess of $100,000 or consultant in the aggregate in excess of the Company or any other type of contract or commitment with any officer, employee or consultant of the Company that is not immediately terminable by the Company without cost or other liability$250,000. All agreements, contracts, obligations and commitments disclosed listed in Item 3.10Schedules 3.12, Item 3.113.13, Item 3.14.3 3.16.1, 3.16.2 or Item 3.14.6 as required by Section 3.10, Section 3.11, Section 3.14.3 or Section 3.14.6, as the case may be3.16.4 (collectively "Material Agreements"), are valid and in full force and effect, except where the failure to be such would not have a Material Adverse Effect on the Company. Neither Target nor any of its Subsidiaries nor, to the Company nor to Shareholder's knowledge of Target, any other party is in breach of or default under any material term of any such agreement, obligation or commitment commitment, nor has such will Target nor, to Target's knowledge, any other party threatened be in breach of or default under any such a breach term after giving effect to the Exchange. To the knowledge of Target, no party to any such contract, agreement or defaultinstrument intends to cancel, withdraw, modify or amend such contract, agreement or arrangement. The Company Except as disclosed in Schedule 3.12, neither Target nor any of its Subsidiaries is not a party to any Material Agreement or any other agreement, contract or arrangement instrument with any customer, supplier, landlord or labor union or association that Shareholder believes will have a Material Adverse Effect on the Company. The Company does not have liability for renegotiation of government contracts (i) contains any provision that is or subcontracts that can could reasonably be expected to have a Material Adverse Effect on become materially burdensome to Target or such Subsidiary, other than provisions that are in the Companyordinary course of Target's and its Subsidiaries' business and are consistent with industry practice; (ii) provides for the reduction of prices charged by Target or any of its Subsidiaries to any Significant Customer (as defined in Section 3.24) for its products or services other than price reductions that are proportionate to reductions in the related costs, (but including, without limitation, any "most favored customer" provisions); (iii) provides for any increases in the prices to be paid by Target or any of its Subsidiaries to any Significant Supplier (as defined in Section 3.25) for any products or services; or (iv) provides for any warranty or similar obligations with respect to products or services other than an obligation to repair or replace products in the event of defective workmanship or materials provided by Target or such Subsidiary.

Agreements and Commitments. As of the date hereof, except as -------------------------- disclosed in Item 2.11 delivered by Target to Acquirer herewith, or as disclosed --------- in Item 2.12, Item 2.15.3 or Item 2.15.6 as required by Section 2.12, Section --------- ----------- ----------- 2.15.3 or Section 2.15.6, as the case may be, on the date of this Agreement the Company Target is not a party or subject to any oral or written executory contract or, to the extent expressly enumerated in paragraphs below, commitment, that is material to the CompanyTarget, its financial condition, business or prospects, including but not limited to the following: (a) Any contract, commitment, letter agreement or purchase order providing for payments by or to the Company Target in an aggregate amount of (i) $10,000 50,000 or more in the Ordinary Course or (ii) $5,000 20,000 or more not in the Ordinary Course; (b) Any license agreement under which the Company Target is licensor (except for any nonexclusive software license granted by the Company Target to customers in the Ordinary Course); or under which the Company Target is licensee (except for standard "shrink wrap" licenses for off-the-shelf software products with a license fee or purchase price of under $5,000 per copy or seat); (c) Any material agreement by the Company Target to encumber, transfer or sell rights in or with respect to any material item of the Company Target Intellectual Property (as defined in Section 3.11 2.12 hereof), excluding non-exclusive software licenses; (d) Any agreement for the sale or lease of real or tangible personal property involving more than $10,000 25,000 per year; (e) Any dealer, distributor, sales representative, original equipment manufacturer, value-added remarketer or other agreement for the distribution of the CompanyTarget's products; (f) Any franchise agreement; (g) Any stock redemption or agreement obligating the Company Target to purchase its capital stock; (h) Any joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons or the payment of royalties to any other person, excluding non-exclusive software licenses; (i) Any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee or otherwise, except for trade indebtedness or any advance to any employee of the Company Target incurred or made in the Ordinary Course, and except as disclosed in the Company Target Financial Statements; (j) Any contract containing covenants purporting to limit the CompanyTarget's freedom to compete in any line of business, market or industry and/or in any geographic area; or (k) Any contract for the employment of any officer, employee or consultant of the Company Target or any other type of contract or commitment with any officer, employee or consultant of the Company Target that is not immediately terminable by the Company Target without cost or other liability. All Except as noted in Item 2.5, all agreements, obligations and -------- commitments disclosed in Item 3.102.11, Item 3.112.12, Item 3.14.3 2.15.3 or Item 3.14.6 2.15.6 as --------- --------- ----------- ----------- required by Section 3.102.11, Section 3.112.12, Section 3.14.3 2.15.3 or Section 3.14.62.15.6, as the case may be, are valid and in full force and effect, except where the failure to be such would not have a Material Adverse Effect on the CompanyTarget. Neither the Company Except as noted on Item 2.11, neither Target nor to ShareholderTarget's knowledge any other party is in breach --------- of or default under any material term of any such agreement, obligation or commitment nor has such other party threatened such a breach or default. The Company Target is not a party to any contract or arrangement that Shareholder it believes will have a Material Adverse Effect on the CompanyTarget. The Company Target does not have liability for renegotiation of government contracts or subcontracts that which can reasonably be expected to have a Material Adverse Effect on the CompanyTarget.

Agreements and Commitments. As of the date hereof, except as disclosed in Item 2.11 delivered by Target to Acquirer herewith, or as disclosed in Item 2.12, Item 2.15.3 or Item 2.15.6 as required by Section 2.12, Section 2.15.3 or Section 2.15.6, as the case may be, on the date of this Agreement the Company Target is not a party or subject to any oral or written executory contract or, to the extent expressly enumerated in paragraphs below, commitment, that is material to the CompanyTarget, its financial condition, business or prospects, including but not limited to the following: (a) Any contract, commitment, letter agreement or purchase order providing for payments by or to the Company Target in an aggregate amount of (i) $10,000 25,000 or more in the Ordinary Course or (ii) $5,000 25,000 or more not in the Ordinary Course; (b) Any license agreement under which the Company Target is licensor (except for any nonexclusive software license granted by the Company Target to customers in the Ordinary Course); or under which the Company Target is licensee (except for standard "shrink wrap" licenses for off-the-shelf software products with a license fee or purchase price of under $5,000 per copy or seat); (c) Any material agreement by the Company Target to encumber, transfer or sell rights in or with respect to any material item of the Company Target Intellectual Property (as defined in Section 3.11 2.12 hereof), excluding non-exclusive software licenses; (d) Any agreement for the sale or lease of real or tangible personal property involving more than $10,000 25,000 per year; (e) Any dealer, distributor, sales representative, original equipment manufacturer, value-added remarketer or other agreement for the distribution of the CompanyTarget's products; (f) Any franchise agreement; (g) Any stock redemption or agreement obligating the Company Target to purchase its capital stock; (h) Any joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons or the payment of royalties to any other person, excluding non-exclusive software licenses; (i) Any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee or otherwise, except for trade indebtedness or any advance to any employee of the Company Target incurred or made in the Ordinary Course, and except as disclosed in the Company Target Financial Statements; (j) Any contract containing covenants purporting to limit the CompanyTarget's freedom to compete in any line of business, market or industry and/or in any geographic area; or (k) Any contract for the employment of any officer, employee or consultant of the Company Target or any other type of contract or commitment with any officer, employee or consultant of the Company Target that is not immediately terminable by the Company Target without cost or other liability. All Except as noted in Item 2.5, all agreements, obligations and commitments disclosed in Item 3.102.11, Item 3.112.12, Item 3.14.3 2.15.3 or Item 3.14.6 2.15.6 as required by Section 3.102.11, Section 3.112.12, Section 3.14.3 2.15.3 or Section 3.14.62.15.6, as the case may be, are valid and in full force and effect, except where the failure to be such would not have a Material Adverse Effect on the CompanyTarget. Neither the Company Except as noted on Item 2.11, neither Target nor to Shareholder's knowledge any other party is in breach of or default under any material term of any such agreement, obligation or commitment nor has such other party threatened such a breach or default. The Company is not a party to any contract or arrangement that Shareholder believes will have a Material Adverse Effect on the Company. The Company does not have liability for renegotiation of government contracts or subcontracts that can reasonably be expected to have a Material Adverse Effect on the Company.a

Agreements and Commitments. As of the date of this Agreement hereof, except -------------------------- as set forth in Item 2.11 and delivered or made available by Company to Parent --------- herewith, or as listed in Item 2.12, Item 2.15.3 or Item 2.15.4 as required by --------- ----------- ----------- Section 2.12, Section 2.15.3 or Section 2.15.5, as the case may be, Company is not a party or subject to any oral or written executory contract oragreement, to the extent expressly enumerated in paragraphs obligation or binding commitment described below, commitment, that is material to the Company, its financial condition, business or prospects, including but not limited to the following: (a) Any contract, commitment, letter agreement agreement, quotation or purchase order providing for payments by or to the Company in an aggregate amount with respect to any single transaction of (i) $10,000 100,000 or more in the Ordinary Course ordinary course of business or (ii) $5,000 50,000 or more not in the Ordinary Courseordinary course of business; (b) Any license agreement under which the Company is licensor (except for any nonexclusive software license granted by the Company to end-user customers in where the Ordinary Course)form of the license, excluding standard immaterial deviations, has been provided or made available to Parent's counsel) which provides for the payment of $50,000 or more to Company; or under which the Company is licensee (except for standard "shrink wrap" licenses for off-the-shelf software products with that is commercially available at a license fee or purchase price of under less than $5,000 per copy or seatcentral processing unit); (c) Any material agreement by the Company to encumber, transfer or sell any material rights in or with respect to any material item of the Company Intellectual Property (as defined in Section 3.11 2.12 hereof), excluding non-exclusive software licenses) except in the ordinary course of business consistent with past practice; (d) Any agreement for the sale or lease of real or tangible personal property involving more than $10,000 25,000 per year; (e) Any dealer, distributor, sales representative, original equipment manufacturer, value-added remarketer or other agreement for the distribution of the Company's productsproducts (except for non-exclusive agreements where the form of agreement, excluding immaterial deviations, has been provided or made available to Parent's counsel); (f) Any franchise agreement; (g) Any stock redemption Except as described in Item 2.11(g) any right or agreement obligating ------------ obligation of the Company to purchase redeem or repurchase its capital stock; (h) Any joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons or the payment of royalties to any other person, excluding non-exclusive software licenses; (i) Any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee or otherwise, except for trade indebtedness or any advance to any employee of the Company incurred or made in the Ordinary Courseordinary course of business, and except as disclosed in the Company Financial Statements; (j) Any contract containing covenants purporting to limit the Company's freedom to compete in any line of business, market or industry and/or business in any geographic area; orarea or to sell products or services to a specific entity other than any limitation otherwise disclosed and identified in Item 2.11 with respect to a license of --------- technology; (k) Any contract or binding commitment for the employment of any officer, employee or consultant of the Company or any other type of contract or binding commitment with any officer, employee or consultant of the Company that is not immediately terminable by the Company without cost or other liabilityliability (excluding any contract or binding commitment included in any Employee Plan); (l) Any material agreement, contract or binding commitment currently in force for hosting, data center or telecommunications services, related to the provision of hosted versions of Company products or services; (m) Any agreement, contract or binding commitment currently in force to provide source code to any third party, either directly or through a source escrow agent upon the occurrence of one or more events, for any product or technology; (n) Any contract or binding commitment in which Company has granted or received most favored customer pricing provisions. All agreements, obligations and commitments disclosed listed in Item 3.10---- 2.11, Item 3.112.12, Item 3.14.3 2.15.3 or Item 3.14.6 2.15.4 as required by Section 3.102.11, Section 3.11---- --------- ----------- ----------- 2.12, Section 3.14.3 2.15.3 or Section 3.14.62.15.4, as the case may be, are valid and in full force and effect, and except where as expressly noted, a true and complete copy of each has been delivered or made available to Parent. Except as noted on Item ---- 2.11, neither Company nor, to the failure to be such would not have a Material Adverse Effect on the knowledge of Company. Neither the Company nor to Shareholder's knowledge , any other party is in ---- material breach of or default under any material term of any such agreement, obligation or commitment nor commitment. Company has such other party threatened such a breach or default. The Company is not a party to any contract or arrangement that Shareholder believes will have a Material Adverse Effect on the Company. The Company does not have no liability for renegotiation of government contracts or subcontracts that can reasonably be expected which are material to have a Material Adverse Effect on the Company, its financial condition, business or prospects.

Agreements and Commitments. As of the date of this Agreement the Company Except as set forth in Schedule 2.11, -------------------------- ------------- or as listed in Schedule 2.12, Schedule 2.15 (c) or Schedule 2.15 (f) as ------------- ----------------- ----------------- required by Section 2.12, Section 2.15 (c) or Section 2.15 (f), respectively, ------------ ---------------- ---------------- Media Resolutions is not a party or subject to any oral or written executory contract oragreement, to the extent expressly enumerated in paragraphs below, commitment, obligation or commitment that is material to the CompanyMedia Resolutions, its financial condition, business or prospects, including but not limited to the followingprospects or which is described below: (a) Any contract, commitment, letter agreement agreement, quotation or purchase order providing for payments by or to the Company Media Resolutions in an aggregate amount of (i) $10,000 or more in the Ordinary Course ordinary course of business or (ii) $5,000 10,000 or more not in the Ordinary Courseordinary course of business; (b) Any license agreement under which the Company is as licensor (except for any nonexclusive software license granted by Media Resolutions to end-user customers where the Company form of the license, excluding standard immaterial deviations, has been provided to customers in the Ordinary Course); or under which the Company is licensee (except for standard "shrink wrap" licenses for off-the-shelf software products with a license fee or purchase price of under $5,000 per copy or seatEdge); (c) Any material agreement by the Company Media Resolutions to encumber, transfer or sell rights in or with respect to any material item of the Company Media Resolutions Intellectual Property (as defined in Section 3.11 hereof2.12), excluding non-exclusive software licenses; (d) Any agreement for the sale or lease of real or tangible personal property involving more than $10,000 1,000 per year; (e) Any dealer, distributor, sales representative, original equipment manufacturer, value-value added remarketer or other agreement for the distribution of the Company's Media Resolutions' products; (f) Any franchise agreementagreement or financing statement; (g) Any stock redemption or agreement obligating the Company to purchase its capital stockagreement; (h) Any joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons or the payment of royalties to any other person, excluding non-exclusive software licensespersons; (i) Any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligationobligations, conditional sale, guarantee or otherwise, except for trade indebtedness or any advance to any employee of the Company Media Resolutions incurred or made in the Ordinary Courseordinary course of business, and except as disclosed in the Company Media Resolutions Interim Financial Statements;; or (j) Any contract containing covenants purporting to limit the Company's freedom of Media Resolutions to compete in any line of business, market or industry and/or business in any geographic area; or (k) Any contract for the employment of any officer, employee or consultant of the Company or any other type of contract or commitment with any officer, employee or consultant of the Company that is not immediately terminable by the Company without cost or other liability. All agreements, obligations and commitments disclosed listed in Item 3.10Schedule -------- 2.11, Item 3.11Schedule 2.12, Item 3.14.3 Schedule 2.15 (c), or Item 3.14.6 Schedule 2.15 (f) as ---- ------------- ----------------- ----------------- required by Section 3.102.11, Section 3.112.12, Section 3.14.3 2.15 (c) or Section 3.14.62.15 (f), as the case may be, are valid and in full force and effecteffect in all material respects, and except where as expressly noted in writing, a true and complete copy of each has been delivered or been made available to Edge or its counsel. Except as noted on Schedule 2.11 neither Media ------------- Resolutions nor, to the failure to be such would not have a Material Adverse Effect on knowledge of Media Resolutions or the Company. Neither the Company nor to Shareholder's knowledge Media Resolutions Shareholders, any other party is in breach of or default under any material term terms of any such agreement, obligation or commitment nor has such other party threatened such a breach or defaultcommitment. The Company Media Resolutions is not a party to any contract or arrangement that Shareholder believes it reasonably expects will have a Material Adverse Effect material adverse effect on the Company. The Company does not have liability for renegotiation of government contracts its business or subcontracts that can reasonably be expected to have a Material Adverse Effect on the Companyprospects.

Agreements and Commitments. As of the date hereof, except as disclosed in Item 3.10 of the Shareholder Disclosure Letter, or as disclosed in Item 3.11, Item 3.14.3 or Item 3.14.6 of the Shareholder Disclosure Letter as required by Section 3.11, Section 3.14.3 or Section 3.14.6, as the case may be, on the date of this Agreement the Company is not a party or subject to any oral or written executory contract or, to the extent expressly enumerated in paragraphs below, commitment, that is material to the Company, its financial condition, business or prospects, including but not limited to the following: (a) Any contract, commitment, letter agreement or purchase order providing for payments by or to the Company in an aggregate amount of (i) $10,000 or more in the Ordinary Course or (ii) $5,000 or more not in the Ordinary Course; (b) Any license agreement under which the Company is licensor (except for any nonexclusive software license granted by the Company to customers in the Ordinary Course); or under which the Company is licensee (except for standard "shrink wrap" licenses for off-the-shelf software products with a license fee or purchase price of under $5,000 per copy or seat); (c) Any material agreement by the Company to encumber, transfer or sell rights in or with respect to any material item of the Company Intellectual Property (as defined in Section 3.11 hereof), excluding non-exclusive software licenses; (d) Any agreement for the sale or lease of real or tangible personal property involving more than $10,000 per year; (e) Any dealer, distributor, sales representative, original equipment manufacturer, value-added remarketer or other agreement for the distribution of the Company's products; (f) Any franchise agreement; (g) Any stock redemption or agreement obligating the Company to purchase its capital stock; (h) Any joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons or the payment of royalties to any other person, excluding non-exclusive software licenses; (i) Any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee or otherwise, except for trade indebtedness or any advance to any employee of the Company incurred or made in the Ordinary Course, and except as disclosed in the Company Financial Statements; (j) Any contract containing covenants purporting to limit the Company's freedom to compete in any line of business, market or industry and/or in any geographic area; or (k) Any contract for the employment of any officer, employee or consultant of the Company or any other type of contract or commitment with any officer, employee or consultant of the Company that is not immediately terminable by the Company without cost or other liability. All Except as noted in Item 3.4 of the Shareholder Disclosure Letter, all agreements, obligations and commitments disclosed in Item 3.10, Item 3.11, Item 3.14.3 or Item 3.14.6 of the Shareholder Disclosure Letter as required by Section 3.10, Section 3.11, Section 3.14.3 or Section 3.14.6, as the case may be, are valid and in full force and effect, except where the failure to be such would not have a Material Adverse Effect on the Company. Neither Except as noted on Item 3.10 of the Shareholder Disclosure Letter, neither the Company nor to Shareholder's Shareholders' knowledge any other party is in breach of or default under any material term of any such agreement, obligation or commitment nor has such other party threatened such a breach or default. The Company is not a party to any contract or arrangement that Shareholder believes Shareholders believe will have a Material Adverse Effect on the Company. The Company does not have liability for renegotiation of government contracts or subcontracts that can reasonably be expected to have a Material Adverse Effect on the Company.

Agreements and Commitments. As of the date hereof, except as disclosed in Item 3.10 delivered by Shareholders to Acquirer herewith, or as disclosed in Item 3.11, Item 3.14.3 or Item 3.14.6 as required by Section 3.11, Section 3.14.3 or Section 3.14.6, as the case may be, on the date of this Agreement the Company is not a party or subject to any oral or written executory contract or, to the extent expressly enumerated in paragraphs below, commitment, that is material to the Company, its financial condition, business or prospects, including but not limited to the following: (a) Any contract, commitment, letter agreement or purchase order providing for payments by or to the Company in an aggregate amount of (i) $10,000 or more in the ordinary course of business consistent with past practice ("Ordinary Course Course") or (ii) $5,000 or more not in the Ordinary Course; (b) Any license agreement under which the Company is licensor (except for any nonexclusive software license granted by the Company to customers in the Ordinary Course); or under which the Company is licensee (except for standard "shrink wrap" licenses for off-the-shelf software products with a license fee or purchase price of under $5,000 per copy or seat); (c) Any material agreement by the Company to encumber, transfer or sell rights in or with respect to any material item of the Company Intellectual Property (as defined in Section 3.11 hereof), excluding non-exclusive software licenses; (d) Any agreement for the sale or lease of real or tangible personal property involving more than $10,000 per year; (e) Any dealer, distributor, sales representative, original equipment manufacturer, value-added remarketer or other agreement for the distribution of the Company's products; (f) Any franchise agreement; (g) Any stock redemption or agreement obligating the Company to purchase its capital stock; (h) Any joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons or the payment of royalties to any other person, excluding non-exclusive software licenses; (i) Any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee or otherwise, except for trade indebtedness or any advance to any employee of the Company incurred or made in the Ordinary Course, and except as disclosed in the Company Financial Statements; (j) Any contract containing covenants purporting to limit the Company's freedom to compete in any line of business, market or industry and/or in any geographic area; or (k) Any contract for the employment of any officer, employee or consultant of the Company or any other type of contract or commitment with any officer, employee or consultant of the Company that is not immediately terminable by the Company without cost or other liability. All Except as noted in Item 3.4, all agreements, obligations and commitments disclosed in Item 3.10, Item 3.11, Item 3.14.3 or Item 3.14.6 as required by Section 3.10, Section 3.11, Section 3.14.3 or Section 3.14.6, as the case may be, are valid and in full force and effect, except where the failure to be such would not have a Material Adverse Effect on the Company. Neither Except as noted on Item 3.10, neither the Company nor to Shareholder's Shareholders' knowledge any other party is in breach of or default under any material term of any such agreement, obligation or commitment nor has such other party threatened such a breach or default. The Company is not a party to any contract or arrangement that Shareholder believes Shareholders believe will have a Material Adverse Effect on the Company. The Company does not have liability for renegotiation of government contracts or subcontracts that can reasonably be expected to have a Material Adverse Effect on the Company.

Agreements and Commitments. As Except as set forth in SCHEDULE 2.11, or as listed in SCHEDULE 2.12, SCHEDULE 2.15.3 or SCHEDULE 2.15.6 as required by Section 2.12, Section 2.15.3 or Section 2.15.6, respectively, to the knowledge of the date of this Agreement the Company Antinori, Antinori is not a party or subject to any oral or written executory contract oragreement, to the extent expressly enumerated in paragraphs below, commitment, obligation or commitment that is material to the CompanyAntinori, its financial condition, business or prospects, including but prospects or which is described below and is not limited terminable within 60 days without cost or penalty to the followingAntinori: (a) Any contract, commitment, letter agreement agreement, quotation or purchase order providing for payments by or to the Company Antinori in an aggregate amount of (i) $10,000 100,000 or more in the Ordinary Course ordinary course of business or (ii) $5,000 100,000 or more not in the Ordinary Courseordinary course of business (except for any contracts, commitments, letter agreements, quotations or purchase orders providing for outstanding payments to Antinori solely with respect to ongoing software maintenance services); (b) Any license agreement under which the Company is as licensor (except for any nonexclusive software license granted by Antinori to end-user customers where the Company form of the license, excluding standard immaterial deviations, has been provided to customers in the Ordinary Course); or under which the Company is licensee (except for standard "shrink wrap" licenses for off-the-shelf software products with a license fee or purchase price of under $5,000 per copy or seatXxxxxxxx); (c) Any material agreement by the Company Antinori to encumber, transfer or sell rights in or with respect to any material item of the Company Antinori Intellectual Property (as defined in Section 3.11 hereof2.12), excluding non-exclusive software licenses; (d) Any agreement for the sale or lease of real or tangible personal property involving more than $10,000 100,000 per year; (e) Any dealer, distributor, sales representative, original equipment manufacturer, value-value added remarketer or other agreement for the distribution of the CompanyAntinori's products; (f) Any franchise agreementagreement or financing statement; (g) Any stock redemption or agreement obligating the Company to purchase its capital stockagreement; (h) Any joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons or the payment of royalties to any other person, excluding non-exclusive software licensespersons; (i) Any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligationobligations, conditional sale, guarantee or otherwise, except for trade indebtedness or any advance to any employee of the Company Antinori incurred or made in the Ordinary Courseordinary course of business, and except as disclosed in the Company Antinori Financial Statements;; or (j) Any contract containing covenants purporting to limit the CompanyAntinori's freedom to compete in any line of business, market or industry and/or business in any geographic area; or (k) Any contract for the employment of any officer, employee or consultant of the Company or any other type of contract or commitment with any officer, employee or consultant of the Company that is not immediately terminable by the Company without cost or other liability. All agreements, obligations and commitments disclosed listed in Item 3.10SCHEDULE 2.11, Item 3.11SCHEDULE 2.12, Item 3.14.3 SCHEDULE 2.15.3, or Item 3.14.6 SCHEDULE 2.15.6 as required by Section 3.102.11, Section 3.112.12, Section 3.14.3 2.15.3 or Section 3.14.62.15.6, as the case may be, are valid and in full force and effecteffect in all material respects, and except where as expressly noted, a true and complete copy of each has been delivered to Xxxxxxxx. Except as noted on SCHEDULE 2.11 neither Antinori nor, to the failure to be such would not have a Material Adverse Effect on the Company. Neither the Company nor to Shareholder's knowledge of Antinori, any other party is in breach of or default under any material term terms of any such agreement, obligation or commitment nor has such other party threatened such a breach or defaultcommitment. The Company Antinori is not a party to any contract or arrangement that Shareholder believes it reasonably expects will have a Material Adverse Effect material adverse effect on the Company. The Company does not have liability for renegotiation of government contracts its business or subcontracts that can reasonably be expected to have a Material Adverse Effect on the Companyprospects.