Common use of Agreements and Commitments Clause in Contracts

Agreements and Commitments. Except as described on Schedule 4.16, neither the Seller nor any of its Subsidiaries is a party or subject to, and the Purchased Business or Purchased Assets are not otherwise subject to, the following Contracts (collectively, the “Material Contracts”): (a) any distributor, sales, advertising, agency, or manufacturer's representative Contract involving an annual commitment or payment reasonably expected to be in excess of $75,000; (b) any collective bargaining agreement or other Contract with any labor union or employee association; (c) any continuing Contract for the purchase of materials, supplies, equipment or services with a sale price in excess of $75,000; (d) any employment or consulting Contract or any other Contract with any director, or officer of the Seller, other than oral Contracts of indefinite hire terminable by the Seller without cause or reasonable notice; (e) any profit sharing, bonus, stock option, pension, retirement, disability, stock purchase, medical, dental, hospitalization, insurance or similar plan or agreement providing benefits to any current or former director, officer, employee, independent contractor or consultant; (f) any mortgage or promissory note, trust indenture, loan agreement, guarantee or other Contract for the borrowing of money or a leasing transaction of the type required to be capitalized in accordance with GAAP; (g) any commitment for charitable contributions; (h) any Contracts for capital expenditures; (i) any Contract for the sale of any assets, other than sales of inventory to customers in the ordinary course of the Purchased Business; (j) any Contract pursuant to which the Seller is a lessor of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property; (k) any confidentiality, secrecy or non-disclosure Contract (whether the Seller is a beneficiary or obligor thereunder) relating to any proprietary or confidential information or any non-competition or similar Contract; (l) any license, franchise or other agreement which relates in whole or in part to any Intellectual Property; or (m) any agreement of guarantee, support, indemnification, assumption or endorsement of, or any other similar commitment with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any other Person, except for checks endorsed for collection in the ordinary course of the Purchased Business. The Seller and its Subsidiaries have performed all of the material obligations required to be performed by them and are entitled to all benefits under, and are not in material breach or alleged to be in material breach in respect of, any Material Contract. All Material Contracts are in Good Standing and in full force and effect, and, to Seller’s knowledge, no event, condition or occurrence exists which, after notice or lapse of time or both, would constitute a material default under any of the foregoing. The Seller has provided or made available to the Purchaser a true and complete copy of each Material Contract listed or described on Schedule 4.16 and all amendments thereto.

Agreements and Commitments. Except as described on Schedule 4.16, neither the Seller nor any of its Subsidiaries 3.13 is a party or subject totrue, complete and correct list of all Contracts (including any Assumed Contracts) as of the Purchased Business or Purchased Assets are not otherwise subject to, Effective Date conforming to the following Contracts descriptions set forth in this Section 3.13 (collectively, the “Material Contracts”):), copies of each of which have been delivered or made available to Buyer: (a) any distributor, sales, advertising, agency, or manufacturer's representative open Contract involving an annual commitment payments or payment reasonably expected anticipated or scheduled payments by or to be any Seller in excess of $75,00025,000, whether or not made in the Ordinary Course of Business; (b) except for Inventory in the Ordinary Course of Business, any collective bargaining agreement option or other Contract with relating to the sale, purchase, lease, sublease, assignment, acquisition or disposal by any labor union Seller of any assets, property, rights, business operations or employee associationEquity to or of any Person; (c) any continuing bond, indenture, note, loan or credit agreement or other Contract relating to the borrowing of money or to the direct or indirect guarantee or assumption of the Liabilities of any other Person for borrowed money or other indebtedness that in any manner (i) results in or could, assuming a breach thereof, result in any Seller incurring any indebtedness or Encumbrance other than a Permitted Encumbrance or (ii) creates or could, assuming a breach thereof, create an Encumbrance other than a Permitted Encumbrance on any of the purchase of materials, supplies, equipment or services with a sale price in excess of $75,000Assets; (d) any employment or consulting Contract or agreement materially limiting or restricting the operation of the Business, the conduct of any line of business of any Seller, any Seller’s use of any of the Assets (other Contract than customary restrictions on use set forth in software licenses, leases, equipment leases, and other agreements) or any Seller’s or, to the Knowledge of Sellers, any employee of any Seller’s ability to contract or compete with any director, or officer of the Seller, other than oral Contracts of indefinite hire terminable by the Seller without cause or reasonable noticePerson; (e) any profit sharinglease, bonuslicense, stock optionconditional sale agreement or any other Contract relating to the ownership of, pensionleasing of, retirementtitle to, disability, stock purchase, medical, dental, hospitalization, insurance or similar plan any leasehold or agreement providing benefits to other interest in any current or former director, officer, employee, independent contractor or consultantof the Assets; (f) any mortgage or promissory notejoint venture, trust indenturepartnership, loan agreement, guarantee or other Contract for the borrowing (however named) involving a sharing of money profits, losses, costs or a leasing transaction of the type required to be capitalized in accordance liability by any Seller with GAAPany other Person; (g) any commitment Contract providing for charitable contributionspayments to or by any Person based on sales, purchases, or profits, other than direct payments for goods or services; (h) any Contracts Contract entered into other than in the Ordinary Course of Business that contains or provides for capital expendituresan express undertaking by any Seller to be responsible for consequential damages; (i) any Contract for the sale of any assetslicense, use or other than sales of inventory to customers in the ordinary course disposition of the Purchased BusinessIntellectual Property; (j) any Contract pursuant to which the between any Seller is a lessor of and any machinery, equipment, motor vehicles, office furniture, fixtures or other personal propertyRelated Party; (k) any confidentiality, secrecy or non-disclosure Contract imposing confidentiality obligations on any Seller entered into outside of the Ordinary Course of Business (whether other than the Seller is a beneficiary or obligor thereunder) relating to any proprietary or confidential information or any non-competition or similar ContractConfidentiality Agreement); (l) any license, franchise or other agreement which relates in whole or in part Contract with respect to any Intellectual PropertyEmployee Benefit Plan; orand (m) any agreement of guaranteeamendment, support, indemnification, assumption or endorsement ofsupplement, or any other similar commitment with respect to, the obligations, liabilities modification (whether accrued, absolute, contingent oral or otherwisewritten) or indebtedness of any other Person, except for checks endorsed for collection in the ordinary course of the Purchased Business. The Seller and its Subsidiaries have performed all of the material obligations required to be performed by them and are entitled to all benefits under, and are not in material breach or alleged to be in material breach in respect of, any Material Contract. All Material Contracts are in Good Standing and in full force and effect, and, to Seller’s knowledge, no event, condition or occurrence exists which, after notice or lapse of time or both, would constitute a material default under any of the foregoing. The Seller has provided or made available to the Purchaser a true and complete copy of each Material Contract listed or described on Schedule 4.16 and all amendments thereto.

Agreements and Commitments. Except as described on in the Schedule 4.163.19 to this Agreement, neither the Seller nor any of its Subsidiaries Corporation is not a party to or subject tobound by any Contract relating to the property, and the Purchased assets, Business or Purchased Assets are not otherwise subject tooperations of the Corporation, including, without limiting the following Contracts (collectively, generality of the “Material Contracts”):foregoing: (a) any distributor, sales, advertising, agency, agency or manufacturer's representative Contract involving an annual commitment or payment reasonably expected to be in excess of $75,000Contract; (b) any collective bargaining agreement or other Contract with any labor union or employee associationlabour union; (c) any continuing Contract for obligating the Corporation to purchase of materials, supplies, equipment or services with a sale price (i) involving more than $10,000 in excess respect of $75,000each Contract, or (ii) which extends beyond June 1998; (d) any employment or consulting Contract or any other written Contract with any directorofficer, employee or officer of the Seller, consultant other than oral Contracts of indefinite hire those terminable by the Seller employer without cause on reasonable notice (less than 35 days) and without payment of severance, commissions or reasonable noticesimilar compensation; (e) any profit sharing, bonus, stock option, pension, retirement, disability, stock purchase, medical, dental, hospitalization, insurance or similar plan or agreement providing benefits to any current or former director, officer, employee, independent contractor employee or consultant; (f) any mortgage or trust indenture, mortgage, promissory note, trust indenture, loan agreement, guarantee or other Contract for the borrowing of money money, the assumption of debt, or a leasing transaction of the type required to be capitalized in accordance with GAAPgenerally accepted accounting principles; (g) any commitment for charitable contributions; (h) any Contracts Contract for capital expendituresexpenditure in excess of $10,000 in the aggregate; (i) any Contract for the sale of any assets, other than sales of inventory to customers in the ordinary course of the Purchased Business; (j) any Contract pursuant to which the Seller Corporation is a lessor of any machinery, equipment, motor vehiclesvehicle, office furniture, fixtures fixture or other personal movable property; (k) any confidentiality, secrecy or non-disclosure Contract (whether the Seller Corporation is a beneficiary or obligor obliger thereunder) relating to any proprietary or confidential information or any non-competition or similar Contract; (l) any license, franchise or other Contract or agreement which that relates in whole or in part to any Intellectual Property; or; (m) any agreement of guarantee, support, indemnification, assumption or endorsement of, or any other similar commitment with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any other Person, person (except for checks cheques endorsed for collection in the ordinary course of business); (n) any Contract that expires, or may expire if the Purchased Businesssame is not renewed or extended at the option of any person other than the Corporation, more than one year after the date of this Agreement; (o) any Contract entered into by the Corporation other than in the ordinary course of business; (p) any Contract between the Corporation and the Vendor, or any Affiliate of the Vendor; or (q) any Contract which has a material effect on the properties, assets, financial condition, results of operations or business prospects of the Corporation. The Seller and its Subsidiaries have Corporation has performed all of the material obligations required to be performed by them it and are is entitled to all benefits under, and are is not in material breach default or alleged to be in material breach default in respect of, any Material ContractContract relating to the property, assets, Business or operations of the Corporation, to which it is a party or by which it is bound. All Material Contracts are in Good Standing good standing and in full force and effect, and, to Seller’s knowledge, and no event, condition or occurrence exists whichthat, after notice or lapse of time or both, would constitute a material default under any of the foregoingforegoing Contracts. The Seller Vendor has provided or made available to the Purchaser a true and complete copy of each Material Contract listed or described on Schedule 4.16 the Schedules and all amendments thereto. There is no requirement under any Contract relating to the Business or the Corporation to which the Vendor or the Corporation is a party or by which it is bound, requiring the Vendor or the Corporation to give any notice to, or to obtain the consent or approval of, any party to any Contract, relating to either the consummation of the transactions contemplated by this Agreement or effecting the Corporation's ability to continue to conduct the Business as it was previously conducted, except for notifications, consents and approvals described in Schedule 3.19 in the portion of that schedule entitled "Required Consents." Notwithstanding the foregoing, this Section does not apply to agreements regarding title to the Immovable Property.

Agreements and Commitments. Except TransLink is not a party to any -------------------------- oral or written agreement, obligation or commitment of a type which is described below, except as described disclosed on Schedule 4.16, neither the Seller nor any of its Subsidiaries is a party or subject to, and the Purchased Business or Purchased Assets are not otherwise subject to, the following Contracts (collectively, the “Material Contracts”):3.10: (a) any distributorcontract, salescommitment, advertisingletter contract, agencyquotation, purchase order, bid or manufacturer's representative Contract involving proposal providing for payments by or to TransLink in an annual commitment or payment reasonably expected to be amount in excess of $75,00010,000 per year; (b) any collective bargaining license agreement as licensor or licensee (other Contract than forms of standard non-exclusive software licenses granted to end-user customers in the ordinary course of business and consistent with any labor union or employee associationpast practice); (c) any continuing Contract agreement by TransLink to encumber, transfer, grant rights to use or sell rights in or with respect to any Intellectual Property (as defined in Section 3.11 hereof) (except for non-exclusive software licenses granted to end-user customers in the purchase ordinary course of materialsbusiness, suppliesconsistent with past practice, equipment the form of which has been provided to Active or services with a sale price in excess of $75,000its counsel); (d) any employment agreement for the sale or consulting Contract lease of real or any other Contract with any director, or officer of the Seller, other personal property involving more than oral Contracts of indefinite hire terminable by the Seller without cause or reasonable notice$10,000 per year; (e) any profit sharingdealer, bonusdistributor, stock optionsales representative, pensionoriginal equipment manufacturer, retirement, disability, stock purchase, medical, dental, hospitalization, insurance value added remarketer or similar plan or other agreement providing benefits to any current or former director, officer, employee, independent contractor or consultantfor the reasonably anticipated distribution of more than $10,000 of TransLink's products during the term of such agreement; (f) any mortgage joint venture contract or promissory note, trust indenture, loan agreement, guarantee arrangement or any other Contract for the borrowing agreement that involves a sharing of money or a leasing transaction of the type required to be capitalized in accordance profits with GAAPother persons; (g) any commitment contract for charitable contributionsgoods or services involving more than $10,000 per year; (h) any Contracts for capital expendituresagreement or other document relating to noncompetition covenants by TransLink, the TransLink Shareholders, or TransLink's employees or contractors; (i) any Contract instrument evidencing indebtedness for the borrowed money by way of direct loan, sale of any assetsdebt securities, other than sales of inventory purchase money obligation, conditional sale, guarantee or otherwise, except for trade indebtedness and advances to customers employees and contractors incurred in the ordinary course of the Purchased Businessbusiness, consistent with past practice; (j) any Contract pursuant to which the Seller is a lessor of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal propertycollective bargaining agreement; (k) any confidentiality, secrecy agreements that contain any unpaid severance liabilities or non-disclosure Contract (whether the Seller is a beneficiary or obligor thereunder) relating to any proprietary or confidential information or any non-competition or similar Contractobligations; (l) any licensebonus, franchise deferred compensation, incentive compensation, pension, profit-sharing or retirement plans, or any other agreement which relates in whole employee benefit plans or in part to any Intellectual Property; orarrangements; (m) any employment or consulting agreement, contract or commitment with an employee, contractor or individual consultant or salesperson or consulting or sales or distribution agreement, contract or commitment with a firm or other organization not terminable by TransLink on thirty (30) days' notice without liability; (n) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (o) any fidelity or surety bond or completion bond; (p) any agreement of guaranteeindemnification or guaranty, supportincluding, indemnificationwithout limitation, assumption agreements with officers, directors, consultants, advisors and suppliers; (q) any agreement, contract or endorsement of, commitment relating to the disposition or any other similar commitment with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness acquisition of any other Person, except for checks endorsed for collection assets not in the ordinary course of the Purchased Business. The Seller and its Subsidiaries have performed all of the material obligations required to be performed by them and are entitled to all benefits underbusiness or any ownership interest in any corporation, and are not in material breach partnership, joint venture or alleged to be in material breach in respect ofother business enterprise; (r) any mortgages, any Material Contract. All Material Contracts are in Good Standing and in full force and effectindentures, andloans or credit agreements, to Seller’s knowledge, no event, condition security agreements or occurrence exists which, after notice other agreements or lapse of time or both, would constitute a material default under any of the foregoing. The Seller has provided or made available instruments relating to the Purchaser a true and complete copy borrowing of each Material Contract listed money or described on Schedule 4.16 and all amendments theretoextension of credit; or (s) any other agreement, contract or commitment that involves amounts in excess of $10,000 or is not cancelable without penalty within 30 days.

Agreements and Commitments. Except as described on Schedule 4.16, neither 5.27 sets forth a true and complete list of all Material Contracts to which the Seller nor any of its Subsidiaries Company is a party or subject to, and by which the Purchased Company or the Company’s property or assets are bound or which otherwise relate to the Business or Purchased Assets are not otherwise subject tooperations of the Company, the following Contracts (collectivelyincluding, the “Material Contracts”):without limitation: (a) the constating documents and by-laws of the Company, and any Contracts between the Company and its security holders, including shareholders agreements, voting agreements and registration rights agreements; (b) any distributor, sales, customer, advertising, agency, agency or manufacturer's ’s representative Contract involving an annual commitment or payment reasonably expected to be in excess of $75,000; (b) any collective bargaining agreement or other Contract with any labor union or employee associationContract; (c) any continuing Contract for the purchase of materials, supplies, equipment or services with a sale price in excess of $75,000services; (d) any employment employment, consulting or consulting severance Contract or any other written Contract with any directorofficer, employee, consultant or officer of the Sellerthird party, other than oral Contracts of indefinite hire terminable by the Seller employer without cause or on reasonable notice; (e) any profit sharing, bonus, stock option, pension, retirement, disability, stock purchase, medical, dental, hospitalization, insurance or similar plan or agreement Contract providing benefits to any current or former director, officer, employee, independent contractor employee or consultant; (f) any mortgage or trust indenture, mortgage, promissory note, trust indenture, loan agreement, guarantee or other Contract for the borrowing of money or a leasing transaction of the type required to be capitalized in accordance with GAAP; (g) any commitment Contract for charitable contributions; (h) any Contracts Contract for political contributions; (i) any Contract for capital expenditures; (ij) any Contract for the sale of any assets, other than sales of inventory to customers in the ordinary course of the Purchased Business; (jk) any Contract pursuant to which the Seller Company is a lessor or lessee of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property; (kl) any confidentiality, secrecy or non-disclosure Contract (whether the Seller Company is a beneficiary or obligor thereunder) relating to any proprietary or confidential information or any non-competition competition, non-solicitation or similar Contract, including any Contract described in Section 5.26; (lm) any licenselicence, franchise franchise, royalty or other agreement Contract which relates in whole or in part to any Intellectual Property; orProperty to which the Company is a licensee, licensor, franchisor, franchisee or other party; (mn) any Contract prohibiting the Company or any of its Affiliates from freely engaging in any line of business, competing with any Person in any area, or hiring or soliciting any group of employees or customers; (o) any partnership, limited liability company, joint venture or similar Contracts relating to the Company; (p) any Contract that has as a counterparty any Governmental Authority; (q) any Contract containing outstanding obligations relating to the settlement of any Proceeding; (r) any Contract that cannot be terminated by the Company (or the Offeror), without the incurrence of any payment, other liability, forfeit or transfer, within 30 days of the date of notice of termination; (s) any Contract that binds any party to any exclusive business Contracts, including sole source Contracts; (t) any Contract involving any liability of the Company in respect of any payment to any Person in connection with the transactions contemplated hereby (and there are no representations, commitments, promises, communications or courses of conduct involving any such liability other than the Contracts listed in Schedule 5.27); (u) any Contract (i) relating to the future disposition of any material amount of assets and property of the Company or (ii) used to effectuate a material acquisition, divestiture, amalgamation, arrangement, consolidation, merger or similar transaction that (x) has not been consummated or (y) has been consummated but contains representations, warranties, covenants, indemnities or other actual or contingent obligations that are still in effect; (v) any agreement of guarantee, support, indemnification, assumption or endorsement of, or any other similar commitment Contract with respect to, the obligations, liabilities (whether accrued, absolute, contingent contingent, unliquidated, threatened or otherwise, whether due or to become due regardless of when asserted) or indebtedness by any other Person (except for cheques endorsed for collection); (w) any Contract which expires, or may expire if the same is not renewed or extended at the option of any Person other Personthan the Company, except for checks endorsed for collection in more than one year after the ordinary course date of this Agreement; (x) any other Contract necessary to the operation of the Purchased BusinessBusiness of the Company or that is otherwise material to the Company; or (y) any commitment to do any of the foregoing described in clauses (a) through (x). The Seller and its Subsidiaries have Company has performed all of the material obligations required to be performed by them it and are is entitled to all benefits under, and are is not in material breach or default or, to the knowledge of the Company, alleged to be in material breach default in respect of, any Material Contract. All Material material provision of any Contract (i) to which it is a party or by which it is bound, (ii) by which its property or assets are otherwise bound or (iii) that otherwise relates to the Business or operations of the Company; all such Contracts are in Good Standing and good standing, in full force and effecteffect and enforceable in accordance with their respective terms, and, to Seller’s knowledge, and no event, condition or occurrence exists which, after notice or lapse of time or both, would constitute a material default by the Company or, to the knowledge of the Company, by any other party to such Contract under any of the foregoing. The Seller Company has provided or made available to the Offeror and Purchaser Parent Co. a true and complete copy of each Material Contract listed or described on Schedule 4.16 the Schedules hereto and all amendments theretothereto and upon the completion of the transactions contemplated hereby, the Company will continue to have the right to enforce and to enjoy the benefits of all such Contracts to which it is a party other than as disclosed in Schedule 5.27. Without limiting the generality of the foregoing, (i) the performance by the Company of its obligations under any Contract disclosed in Schedule 5.27 does not breach any restrictive covenants or other restrictions binding on the Company set forth in any of the other Contracts set forth in Schedule 5.27, (ii) the transactions contemplated hereby, the ownership of the Shares by the Offeror and the operation of the Business of the Company under the ownership of Purchaser Parent Co. will not result in the imposition of any material obligation on the Company under any Contract set forth in Schedule 5.27 and (iii) the Company has not been obligated to return or refund any material amounts, or provide any material free or discounted services or service credits, to any other party to any Contract set forth in Schedule 5.27.

Agreements and Commitments. Except Alier is not a party to any oral or -------------------------- written agreement, obligation or commitment of a type which is described below, except as described disclosed on Schedule 4.16, neither the Seller nor any of its Subsidiaries is a party or subject to, and the Purchased Business or Purchased Assets are not otherwise subject to, the following Contracts (collectively, the “Material Contracts”):3.11: (a) any distributorcontract, salescommitment, advertisingletter contract, agencyquotation, purchase order, bid or manufacturer's representative Contract involving proposal providing for payments by or to Alier in an annual commitment or payment reasonably expected to be amount in excess of $75,00010,000 per year; (b) any collective bargaining license agreement as licensor or licensee (other Contract than forms of standard non-exclusive software licenses granted to end-user customers in the ordinary course of business and consistent with any labor union or employee associationpast practice); (c) any continuing Contract agreement by Alier to encumber, transfer, grant rights to use or sell rights in or with respect to any Intellectual Property (as defined in Section 3.12 hereof) (except for non-exclusive software licenses granted to end-user customers in the purchase ordinary course of materialsbusiness, suppliesconsistent with past practice, equipment the form of which has been provided to Active or services with a sale price in excess of $75,000its counsel); (d) any employment agreement for the sale or consulting Contract lease of real or any other Contract with any director, or officer of the Seller, other personal property involving more than oral Contracts of indefinite hire terminable by the Seller without cause or reasonable notice$10,000 per year; (e) any profit sharingdealer, bonusdistributor, stock optionsales representative, pensionoriginal equipment manufacturer, retirement, disability, stock purchase, medical, dental, hospitalization, insurance value added remarketer or similar plan or other agreement providing benefits to any current or former director, officer, employee, independent contractor or consultantfor the reasonably anticipated distribution of more than $10,000 of Alier's products during the term of such agreement; (f) any mortgage joint venture contract or promissory note, trust indenture, loan agreement, guarantee arrangement or any other Contract for the borrowing agreement that involves a sharing of money or a leasing transaction of the type required to be capitalized in accordance profits with GAAPother persons; (g) any commitment contract for charitable contributionsgoods or services involving more than $10,000 per year; (h) any Contracts for capital expendituresagreement or other document relating to noncompetition covenants by Alier, the Alier Shareholders, or Alier's employees or contractors; (i) any Contract instrument evidencing indebtedness for the borrowed money by way of direct loan, sale of any assetsdebt securities, other than sales of inventory purchase money obligation, conditional sale, guarantee or otherwise, except for trade indebtedness and advances to customers employees and contractors incurred in the ordinary course of the Purchased Businessbusiness, consistent with past practice; (j) any Contract pursuant to which the Seller is a lessor of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal propertycollective bargaining agreement; (k) any confidentiality, secrecy agreements that contain any unpaid severance liabilities or non-disclosure Contract (whether the Seller is a beneficiary or obligor thereunder) relating to any proprietary or confidential information or any non-competition or similar Contractobligations; (l) any licensebonus, franchise deferred compensation, incentive compensation, pension, profit-sharing or retirement plans, or any other agreement which relates in whole employee benefit plans or in part to any Intellectual Property; orarrangements; (m) any employment or consulting agreement, contract or commitment with an employee, contractor or individual consultant or salesperson or consulting or sales or distribution agreement, contract or commitment with a firm or other organization not terminable by Alier on thirty (30) days' notice without liability; (n) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (o) any fidelity or surety bond or completion bond; (p) any agreement of guaranteeindemnification or guaranty, supportincluding, indemnificationwithout limitation, assumption agreements with officers, directors, consultants, advisors and suppliers; (q) any agreement, contract or endorsement of, commitment relating to the disposition or any other similar commitment with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness acquisition of any other Person, except for checks endorsed for collection assets not in the ordinary course of the Purchased Business. The Seller and its Subsidiaries have performed all of the material obligations required to be performed by them and are entitled to all benefits underbusiness or any ownership interest in any corporation, and are not in material breach partnership, joint venture or alleged to be in material breach in respect ofother business enterprise; (r) any mortgages, any Material Contract. All Material Contracts are in Good Standing and in full force and effectindentures, andloans or credit agreements, to Seller’s knowledge, no event, condition security agreements or occurrence exists which, after notice other agreements or lapse of time or both, would constitute a material default under any of the foregoing. The Seller has provided or made available instruments relating to the Purchaser a true and complete copy borrowing of each Material Contract listed money or described on Schedule 4.16 and all amendments theretoextension of credit; or (s) any other agreement, contract or commitment that involves amounts in excess of $10,000 or is not cancelable without penalty within 30 days.

Agreements and Commitments. Except as described on Schedule 4.165, neither 6, 8, 17 and 19, the Seller nor any of its Subsidiaries Corporation is not a party to or subject tobound by any Contract relating to the property, and the Purchased assets, Business or Purchased Assets are not otherwise subject tooperations of the Corporation, including, without limiting the following Contracts (collectively, generality of the “Material Contracts”):foregoing: (a) any distributor, sales, advertising, agency, agency or manufacturermanufacture's representative Contract involving an annual commitment or payment reasonably expected to be in excess of $75,000Contract; (b) any collective bargaining agreement or other Contract contract with any labor union or employee associationlabour union; (c) any continuing Contract for the purchase of materials, supplies, equipment or services with a sale price in excess of $75,000services; (d) any employment or consulting Contract or any other written Contract with any directorofficer, employee or officer of the Seller, consultant other than oral Contracts of indefinite hire terminable by the Seller employer without cause or on reasonable notice; (e) any profit sharing, bonus, stock option, pension, retirement, disability, stock purchase, medical, dental, hospitalization, insurance or similar plan or agreement providing benefits to any current or former director, officer, employee, independent contractor employee or consultant; (f) any mortgage or trust indenture, mortgage, promissory note, trust indenture, loan agreement, guarantee or other Contract for the borrowing of money or a leasing transaction of the type required to be capitalized in accordance with GAAPgenerally accepted accounting principles; (g) any commitment for charitable contributions; (h) any Contracts Contract for capital expendituresexpenditures in excess of $10,000.00 in the aggregate; (i) any Contract for the sale of any assets, other than sales of inventory to customers in the ordinary course of the Purchased Business; (j) any Contract pursuant to which the Seller Corporation is a lessor of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property; (k) any confidentiality, secrecy or non-disclosure Contract (whether the Seller Corporation is a beneficiary or obligor obliger thereunder) relating to any proprietary or confidential information or any non-competition or similar Contract; (l) any licenselicence, franchise or other agreement which that relates in whole or in part to any Intellectual Property; or; (m) any agreement of guarantee, support, indemnification, assumption or endorsement of, or any other similar commitment with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any other Person, person (except for checks cheques endorsed for collection collection); (n) any Contract that expires, or may expire if the same is not renewed or extended at the option of any person other than the Corporation; (o) any Contract entered into by the Corporation other than in the ordinary course of the Purchased Business. The Seller and its Subsidiaries have performed Corporation has performed, or is performing, all of the material obligations required to be performed by them it and are is entitled to all benefits under, and are and, to the best of the Vendors' knowledge, is not in material breach default or alleged to be in material breach default in respect of, any Material Contract. All Material Contract relating to the Business to which it is a party or by which it is bound, all such Contracts are in Good Standing good standing and in full force and effect, and, to Seller’s the best of the Vendors' knowledge, no event, condition or occurrence exists whichthat, after notice or lapse of time or both, would constitute a material default under any of the foregoing. The Seller Vendors has provided to the Purchaser, or made available to for the Purchaser Purchaser's inspection, a true and complete copy of each Material Contract listed or described on Schedule 4.16 Schedules 5, 6, 8, 17 and 19 and all amendments thereto.

Agreements and Commitments. Except (a) Other than the Assumed Contracts and as described on set forth in Schedule 4.168, neither the Seller nor any of its Subsidiaries Vendor is not a party to or subject to, and bound by any Contract of the Purchased Business or the Purchased Assets are not otherwise subject toAssets, the following Contracts (collectively, the “Material Contracts”):including without limitation: (ai) any distributor, sales, advertising, agency, agency or manufacturer's representative Contract involving an annual commitment or payment reasonably expected to be in excess of $75,000Contract; (bii) any collective bargaining agreement, voluntary recognition agreement, statutory duty to collective bargain towards a collective agreement or other Contract with any labor union or employee associationlabour union; (ciii) any continuing Contract for the purchase of materials, supplies, equipment or services with a sale price in excess of $75,000; (d) any written employment or consulting Contract or any other written Contract with any directorofficer, employee or officer of the Seller, other than oral Contracts of indefinite hire terminable by the Seller without cause or reasonable noticeconsultant; (eiv) any profit sharing, bonus, stock option, pension, retirement, disability, stock purchase, medical, dental, hospitalization, insurance or similar plan or agreement providing benefits to any current or former director, officer, employee, independent contractor employee or consultant; (fv) any mortgage or trust indenture, mortgage, promissory note, trust indenture, loan agreement, guarantee or other Contract for the borrowing of money or a leasing transaction of the type required to be capitalized in accordance with GAAPgenerally accepted accounting principles; (gvi) any commitment for charitable contributionscontributions other than gift boxes for The Kids Help Phone; (h) any Contracts for capital expenditures; (ivii) any Contract for the sale of any assets, other than sales of inventory to customers in the ordinary course of the Purchased Business; (j) any Contract pursuant to which the Seller is a lessor of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property; (kviii) any confidentiality, secrecy or non-disclosure nondisclosure Contract (whether the Seller Vendor is a beneficiary or obligor thereunder) relating to any proprietary or confidential information or any non-competition or similar Contract; (lix) any licenselicence, franchise or other agreement which relates in whole or in part to any Intellectual Property; or (m) any agreement of guarantee, support, indemnification, assumption Property or endorsement of, or any other similar commitment with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any other Person, except for checks endorsed for collection in the ordinary course of to the Purchased Business. . (b) The Seller and its Subsidiaries have Assumed Contracts are used to operate the Purchased Business. (c) The Vendor has performed all of the material obligations required to be performed by them it and are is entitled to all benefits under, and are is not in material breach default or alleged to be in material breach default in respect of, any Material Assumed Contract. . (d) All Material of the Assumed Contracts are in Good Standing good standing and in full force and effect, and, and subject to Seller’s knowledgeobtaining required consents, no event, condition or occurrence exists which, after notice or lapse of time or both, would constitute a material default under any of the foregoing. The Seller has provided . (e) Except as described in Schedule 10, none of the Material Contracts contain provisions providing for the automatic renewal of the Contract or made available permitting changes to the Purchaser terms thereof as a true and complete copy result of each an assignment of the Contract. (f) Schedule 10 provides an accurate summary of the Material Contract listed or described on Schedule 4.16 and all amendments theretoContracts.

Agreements and Commitments. Except as described Other than in respect of inventory, where the Corporation makes large inventory purchases from time to time but is not committed to purchase on Schedule 4.16, neither the Seller nor an annual or other periodic basis any minimum quantities from any of its Subsidiaries suppliers (other than situations where suppliers will not sell less than a specified minimum number if a particular product is ordered) and does not have any blanket purchase orders outstanding, except as disclosed on Schedule 3.19 of the Company Disclosure Schedule or any other Schedule to this Agreement, the Corporation is not a party to or subject tobound by any Contract relating to the property, and assets or operations of the Purchased Business Corporation or Purchased Assets are not otherwise subject tothe Business, or entered into in connection with carrying on the following Contracts (collectivelyBusiness, including, without limiting the “Material Contracts”):generality of the foregoing: (a) any distributor, sales, advertising, agency, agency or manufacturer's representative Contract involving an annual commitment or payment reasonably expected to be in excess of $75,000Contract; (b) any collective bargaining agreement or other Contract with any labor union or employee associationlabour union; (c) any continuing Contract for the purchase of assets, materials, supplies, equipment or services with a sale price in excess of involving more than $75,00020,000; (d) any written employment or consulting Contract or any other written Contract with any directorofficer, employee or officer of the Seller, consultant other than oral Contracts of indefinite hire terminable by the Seller Corporation without cause or on reasonable notice; (e) any profit sharing, bonus, stock option, pension, retirement, disability, stock purchase, medical, dental, hospitalization, insurance or similar plan or agreement providing benefits to any current or former director, officer, employee, independent contractor employee or consultant; (f) any mortgage or trust indenture, mortgage, promissory note, trust indenture, loan agreement, guarantee or other Contract for the borrowing of money or a leasing transaction of the type required to be capitalized in accordance with GAAP; (g) any commitment for charitable contributionscontributions or gifts (whether or not legally binding); (h) any Contracts Contract for capital expenditures, excepting Contracts not exceeding $10,000; (i) any Contract for the sale of any assets, other than sales of inventory to customers in the ordinary course of the Purchased Businessbusiness; (j) any Contract pursuant to which the Seller Corporation is a lessor of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property; (k) any Contract pursuant to which the Corporation is a lessee, whether in respect or real or personal property, except for the Leases and except for any lease or agreement in the nature of a lease relating to personal property where the aggregate annual payments under such lease or agreement and under any related service or maintenance or similar contract do not exceed $10,000; (l) any confidentiality, secrecy or non-disclosure Contract (whether the Seller Corporation or the Subsidiaries is a beneficiary or obligor thereunder) relating to any proprietary or confidential information or any non-competition or similar Contract; (lm) any licensejoint venture, franchise profit or revenue sharing agreement, partnership agreement or other business combination; (n) any licence, franchise, royalty or other agreement which relates in whole or in part to any Intellectual Property; or; (mo) any agreement of guarantee, support, indemnification, assumption or endorsement of, or any other similar commitment with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any other Person, person (except for checks cheques endorsed for collection collection); (p) any Contract which expires, or may expire if the same is not renewed or extended at the option of any person other than the Corporation or the Subsidiaries, more than one year after the date of this Agreement; (q) any Contract entered into by the Corporation or the Subsidiaries other than in the ordinary course of business; or (r) any other Material Contract. For the Purchased Businesspurposes of this Section 3.19, a Material Contract means any contract, agreement or commitment made in the ordinary course of business if it requires or may require the provision by the Corporation or the Subsidiaries to any person of goods or services, or the making of a financial obligation by the Corporation or any of the Subsidiaries, having a fair market value in excess of $20,000. The Seller Corporation and its the Subsidiaries have performed all of the material obligations required to be performed by them and are entitled to all benefits under, and are not in material breach default or alleged to be in material breach default in respect of, any Material Contract. All Material Contract relating to the Business to which they are a party or by which they are bound; all such Contracts are in Good Standing good standing and in full force and effect, and, to Seller’s knowledge, and no event, condition or occurrence exists which, after notice or lapse of time or both, would constitute a material default under any of the foregoing. The Seller has Vendors have provided or made available to the Purchaser a true and complete copy of each Material Contract listed or described on Schedule 4.16 all of the Schedules to this Agreement and all amendments thereto.

Agreements and Commitments. Except as described disclosed in Section 2(t) of the Disclosure Schedule, Neoforma or LifeLine are not on Schedule 4.16, neither the Seller nor any date of its Subsidiaries is this Agreement a party or subject toto any oral or written executory agreement, and obligation or commitment that is material to LifeLine, its financial condition, business or prospects, including but not limited to the Purchased Business or Purchased Assets are not otherwise subject to, the following Contracts (collectively, the “Material Contracts”):following: (a) any distributorAny contract, salescommitment, advertisingletter agreement, agency, quotation or manufacturer's representative Contract involving purchase order providing for payments by or to LifeLine in an annual commitment aggregate amount of (i) $50,000 or payment reasonably expected to be more in excess of the Ordinary Course or (ii) $75,00015,000 or more not in the Ordinary Course; (b) any collective bargaining Any material license agreement under which Neoforma or other Contract with any labor union LifeLine is licensor, or employee associationunder which Neoforma or LifeLine is licensee (except for standard "shrink wrap" licenses for off-the-shelf software products); (c) Any material agreement by Neoforma or LifeLine to encumber, transfer or sell rights in or with respect to any continuing Contract for the purchase material item of materials, supplies, equipment or services with a sale price in excess of $75,000LifeLine Intellectual Property; (d) any employment Any agreement for the sale or consulting Contract lease of real or any other Contract with any director, or officer of the Seller, other personal property involving more than oral Contracts of indefinite hire terminable by the Seller without cause or reasonable notice$15,000 per year; (e) any profit sharingAny dealer, bonusdistributor, stock optionsales representative, pensionoriginal equipment manufacturer, retirement, disability, stock purchase, medical, dental, hospitalization, insurance value added remarketer or similar plan or other agreement providing benefits to any current or former director, officer, employee, independent contractor or consultantfor the distribution of LifeLine's products; (f) any mortgage or promissory note, trust indenture, loan Any franchise agreement, guarantee or other Contract for the borrowing of money or a leasing transaction of the type required to be capitalized in accordance with GAAP; (g) any commitment for charitable contributionsAny stock redemption or purchase agreement; (h) Any joint venture contract or arrangement or any Contracts for capital expendituresother agreement that involves a sharing of profits with other persons or the payment of royalties to any other person other than MDSI; (i) any Contract Any instrument evidencing indebtedness for the 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 assets, other than sales advance to any employee of inventory to customers Neoforma or LifeLine incurred or made in the ordinary course of Ordinary Course, and except as disclosed in the Purchased BusinessFinancial Statements; (j) Any contract containing covenants purporting to limit LifeLine's freedom to compete in any Contract pursuant to which the Seller is a lessor line of business, market or industry and/or in any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property;geographic area; or (k) Any contract or commitment for the employment of any confidentialityofficer, secrecy employee or non-disclosure Contract (whether the Seller is a beneficiary or obligor thereunder) relating to any proprietary or confidential information or any non-competition or similar Contract; (l) any license, franchise or other agreement which relates in whole or in part to any Intellectual Property; or (m) any agreement consultant of guarantee, support, indemnification, assumption or endorsement of, LifeLine or any other similar commitment type of contract or understanding with respect toany officer, the obligations, liabilities (whether accrued, absolute, contingent employee or otherwiseconsultant of LifeLine that is not immediately terminable by LifeLine without cost or other liability. Except as noted in Section 2(t) or indebtedness of any other Person, except for checks endorsed for collection in the ordinary course of the Purchased Business. The Seller and its Subsidiaries have performed Disclosure Schedule, all of the material obligations required items referred to be performed by them and above are entitled to all benefits under, and are not in material breach or alleged to be in material breach in respect of, any Material Contract. All Material Contracts are in Good Standing valid and in full force and effect, and, to Seller’s . To Neoforma and LifeLine's knowledge, no event, condition other party is in breach of or occurrence exists which, after notice or lapse of time or both, would constitute a material default under any material term of the foregoingany such agreement, obligation or commitment nor has such other party threatened such a breach or default. The Seller has provided Neoforma or made available LifeLine are not a party to any contract or arrangement that they reasonably expect will have a material adverse effect on or cause a material adverse change to the Purchaser a true and complete copy properties, assets, material intellectual property rights, financial condition, operating results, business or prospects of each Material Contract listed LifeLine. LifeLine has no liability for renegotiation of government contracts or described on Schedule 4.16 and all amendments theretosubcontracts which are material to LifeLine, its financial condition, business or prospects.