Common use of Agreements and Obligations; Performance Clause in Contracts

Agreements and Obligations; Performance. Except as listed and briefly described in Schedule 3.16 attached hereto (the “Listed Agreements”), no Seller or HTM is a party to, or bound by, any of the following, whether oral or written: (a) Contract that cannot be terminated at will without penalty or premium or any continuing Liability; (b) Contract of any kind with any officer, director or stockholder; (c) Contract which is in violation of applicable law; (d) Contract for the purchase, sale or lease of any equipment, materials, products, supplies or services which contains, or which commits or will commit it for, a fixed term; (e) Contract of employment; (f) deferred compensation, bonus or incentive plan or Contract; (g) management or consulting Contract; (h) license or royalty Contract; (i) Contract relating to indebtedness for borrowed money; (j) union or other collective bargaining Contract; (k) Contract with any customer or supplier; (l) Contracts relating to warranty or service obligations; (m) Contracts relating to customer Rebates; (n) Contract which, by its terms, requires the consent of any party thereto to the consummation of the transactions contemplated hereby; (o) Contract containing covenants limiting the freedom of HTM or any Seller to engage or compete in any line or business or with any Person in any geographical area; (p) Contract that contains a restrictive covenant on the part of HTM or any Seller or another party thereto; (q) Contract or option relating to the acquisition or sale of any business; (r) option for the purchase of any asset, tangible or intangible; or (s) other Contract which materially affects any of the Assets, the Business, or the Real Properties whether directly or indirectly, or which was entered into other than in the ordinary and usual course of business consistent with past practice. A true and complete copy of each of the written Listed Agreements has been delivered to Purchaser or its counsel. Each Seller or HTM, as the case may be, has in all material respects performed all obligations required to be performed by it to the Effective Date under all of the Listed Agreements, is not in default in any material respect under any of the Listed Agreements and has received no notice of any dispute, default or alleged default thereunder which has not heretofore been cured or which notice has not heretofore been withdrawn. To the Knowledge of each Seller and/or HTM, there is no material default under any of the Listed Agreements by any other party thereto or by any other Person bound thereunder; and each of the Listed Agreements is freely assignable to Purchaser unless otherwise indicated on Schedule 3.16.

Agreements and Obligations; Performance. Except as listed and briefly described in Schedule 3.16 3.9 attached hereto and made a part hereof (the “"Listed Agreements”), no Seller or HTM ") Target is a not party to, or bound by, any of the following, whether oral or written: any: (ai) Contract which involves aggregate payments or receipts in excess of $1,000 that cannot be terminated at will without penalty or premium or any continuing obligation or Liability; ; (bii) Contract of any kind with any officer, director or stockholder; shareholder, of Target; (ciii) Contract which is in violation of applicable law; ; (div) Contract for the purchase, sale or lease of any equipment, materials, products, supplies or services which contains, or which commits or will commit it for, a fixed term; ; (e) Contract of employment; (f) deferred compensation, bonus or incentive plan or Contract; (g) management or consulting Contract; (hv) license or royalty Contract; ; (i) Contract relating to indebtedness for borrowed money; (j) union or other collective bargaining Contract; (k) Contract with any customer or supplier; (l) Contracts relating to warranty or service obligations; (m) Contracts relating to customer Rebates; (nvi) Contract which, by its terms, requires the consent of any party thereto to the consummation of the transactions contemplated hereby; ; (ovii) Contract containing covenants limiting the freedom of HTM Target or any Seller officer, employee or shareholder to engage or compete in any line or business or with any Person person in any geographical area; ; (p) Contract that contains a restrictive covenant on the part of HTM or any Seller or another party thereto; (qviii) Contract or option relating to the acquisition or sale of any business; ; (rix) voting agreement or similar agreement or Contract; (x) option for the purchase of any assetAsset, tangible or intangible; or or (sxi) distributor, franchise, license, technical assistance agency or advertising Contracts; (xii) Contract with the United States, or any state or local government or any agency or department thereof, and/or (xiii) any other Contract which materially affects any of the Assets, the Business, or the Real Properties whether directly or indirectly, or which was entered into other than in the ordinary and usual course of business consistent with past practice. A true and complete correct copy of each of the written Listed Agreements has been delivered delivered, or made available, to Purchaser or its counselPurchaser. Each Seller or HTMExcept as set forth on Schedule 3.9, as the case may be, Target has in all material respects performed all obligations required to be performed by it to the Effective Date date under all of the Listed Agreements, is not in default in any material respect Default under any of the Listed Agreements and has received no notice of any dispute, default Default or alleged default Default thereunder which has not heretofore been cured or which notice has not heretofore been withdrawn. To the Knowledge The Target does not know of each Seller and/or HTM, there is no material default any Default under any of the Listed Agreements by any other party thereto or by any other Person person, firm or corporation bound thereunder; . In addition, the Merger and each the consummation of the Transaction contemplated by this Agreement does not constitute a prohibited assignment under the terms of any of the Listed Agreements is freely assignable to Purchaser unless otherwise indicated on Schedule 3.16Agreements.

Agreements and Obligations; Performance. Except as listed and briefly described in Schedule 3.16 3.15 attached hereto (the “Listed Agreements”), no Seller or HTM is not a party to, or bound by, any of the following, whether oral or writtenany: (a) Contract that cannot be terminated at will without penalty or premium or any continuing Liability; (b) Contract of any kind with any officer, director or stockholder; (c) Contract which is in violation of any applicable lawLegal Requirement or Decree; (d) Contract for the purchase, sale or lease of any equipment, materials, products, supplies or services which contains, or which commits or will commit it for, a fixed term; (e) Contract of employmentany kind with any employee; (f) deferred compensation, bonus or incentive plan or Contract; (g) management or consulting Contract; (h) license or royalty Contract; (i) Contract relating to indebtedness for borrowed money; (j) union or other collective bargaining Contract; (k) Contract with any customer or supplier; (l) Contracts relating to warranty or service obligations; (m) Contracts relating to customer Rebates; (n) Contract which, by its terms, requires the consent of any party thereto to the consummation of the transactions contemplated hereby;. (o) Contract containing covenants limiting the freedom of HTM or any Seller to engage or compete in any line or business or with any Person in any geographical area; (p) Contract that contains a restrictive covenant on the part of HTM Seller, any employee or any Seller Affiliate of Seller, or another party thereto; (q) Contract or option relating to the acquisition or sale of any business; (r) option for the purchase of any asset, tangible or intangible; (s) Contract relating to the settlement, modification or waiver of any Action, Decree or Legal Requirement; or (st) other Contract Other Contracts which materially affects any of affect the Assets, Assets (taken as a whole) or the Business, or the Real Properties whether directly or indirectly, or which was entered into other than in the ordinary and usual course of business consistent with past practice. A true and complete copy of each of the written Listed Agreements has been delivered to Purchaser or its counsel. Each Seller or HTM, as the case may be, has in all material respects performed all obligations required to be performed by it to the Effective Date date under all of the Listed Agreements, is not in default in any material respect under any of the Listed Agreements and has received no written notice of any dispute, default or alleged default thereunder which has not heretofore been cured or which notice has not heretofore been withdrawn. To the Knowledge of each Seller and/or HTMSeller’s Knowledge, there is no material default under any of the Listed Agreements by any other party thereto or by any other Person bound thereunder; and and, except as set forth on Schedule 3.15, each of the Listed Agreements is freely assignable to Purchaser unless otherwise indicated on Schedule 3.16Purchaser.

Agreements and Obligations; Performance. Except as listed and briefly described in Schedule 3.16 attached hereto (the “Listed Agreements”), no Seller or HTM is not a party to, or bound by, and none of the Assets are bound or affected by, any of the following, whether oral or writtenfollowing types of Contracts: (a) Contract that cannot be terminated at will without penalty or premium or any continuing Liabilityobligation or liability; (b) Contract of any kind with any officer, director or stockholder; (c) Contract which is in violation of applicable law; (d) Contract for the purchase, sale or lease of any equipment, materials, products, supplies or services which contains, or which commits or will commit it for, a fixed term; (e) Contract of employment; (f) deferred compensation, bonus or incentive plan or Contract; (g) management or consulting Contract; (h) license or royalty Contract; (i) Contract relating to indebtedness for borrowed money; (j) union or other collective bargaining Contract; (k) Contract with any customer or supplier; (l) Contracts relating to warranty or service obligations; (m) Contracts relating to customer Rebates; (n) Contract which, by its terms, requires the consent of any party thereto to the consummation of the transactions contemplated hereby; (o) Contract containing covenants limiting the freedom of HTM or any Seller to engage or compete in any line or business or with any Person in any geographical area; (p) Contract that contains a restrictive covenant on the part of HTM or any Seller or another party thereto; (q) Contract or option relating to the acquisition or sale of any business; (r) option for the purchase of any asset, tangible or intangible; or (s) other Contract which materially affects any of the Assets, Assets or the Business, or the Real Properties whether directly or indirectly, or which was entered into other than in the ordinary and usual course of business consistent with past practice. A true and complete copy of each of the written Listed Agreements has been delivered to Purchaser or its counsel. Each Seller or HTM, as the case may be, has in all material respects performed all obligations required to be performed by it to the Effective Date date under all of the Listed Agreements, is not in default in any material respect under any of the Listed Agreements and has received no notice of any dispute, default or alleged default thereunder which has not heretofore been cured or which notice has not heretofore been withdrawn. To the Knowledge of each Seller and/or HTMSeller, there is no material default under any of the Listed Agreements by any other party thereto or by any other Person bound thereunder; and and, except as set forth on Schedule 3.16, each of the Listed Agreements is freely assignable to Purchaser unless otherwise indicated on Schedule 3.16Purchaser.

Agreements and Obligations; Performance. Except as listed and briefly described in Schedule 3.16 2.14 or Schedule 2.15 attached hereto (the “Listed Agreements”), no Seller or HTM is not a party to, or bound by, any of the following, whether oral or written: (a) Contract that cannot be terminated at will without penalty or premium or any continuing Liabilityobligation or liability; (b) Contract of any kind with any officer, director or stockholderstockholder or any affiliate thereof; (c) Contract which is for the purchase, sale, lease or use of any equipment, materials, products, supplies, other personal property, or services in violation excess of applicable law$5,000 each, or $25,000 in the aggregate; (d) Contract for the purchase, sale sale, lease or lease use of any equipment, materials, products, supplies or services which contains, or which commits or will commit it for, a fixed termreal property; (e) Contract of employment; (f) deferred compensation, bonus or incentive plan or Contract; (g) management or consulting Contract; (h) license or royalty Contract; (i) Contract relating to indebtedness for borrowed money; (j) union or other collective bargaining Contract; (k) Contract with any customer or suppliersupplier in excess of $5,000 each, or $25,000 in the aggregate; (l) Contracts relating to warranty or service obligations; (m) Contracts relating to customer Rebates; (n) Contract which, by its terms, requires the consent of any party thereto to the consummation of the transactions contemplated hereby; (on) Contract containing covenants limiting the freedom of HTM or any Seller either to engage or compete in any line or business or with any Person in any geographical area; (po) Contract that contains a restrictive covenant on the part of HTM or any Seller either or another party thereto; (qp) Contract or option relating to the acquisition or sale of any business; (rq) option for the purchase of any asset, tangible or intangible; (r) power of attorney; or (s) other Contract which materially affects any of the Assets, Assets or the Business, or the Real Properties whether directly or indirectly, or which was entered into other than in the ordinary and usual course of business consistent with past practice. A true and complete correct copy of each of the written Listed Agreements and each form of Contract (the “Customer Contract”) between the Seller and its customers (the “Customers”) has been delivered to Purchaser or its counsel. Each (Additionally, to the extent a Customer Contract is a Listed Agreement, a true and correct copy of such Customer contract has been delivered to Purchaser or its counsel.) Seller or HTM, as the case may be, has in all material respects performed all obligations required to be performed by it to the Effective Date date under all of the Listed AgreementsAgreements and each Customer Contract. To the Knowledge of Seller, Seller is not in default in any material respect under any of the Listed Agreements or Customer Contracts, and Seller has not received no any notice or other communication of any dispute, default or alleged default thereunder which has not heretofore been cured or which notice or other communication has not heretofore been withdrawn. To the Knowledge of each Seller and/or HTMSeller, there is no material default under any of the Listed Agreements or Customer Contracts by any other party thereto or by any other Person bound thereunder; and each thereunder which singularly or in the aggregate would have a Material Adverse Effect. Each of the Listed Agreements or Customer Contracts is freely assignable to Purchaser unless otherwise indicated on Schedule 3.16Purchaser. No Listed Agreement or Customer Contract is in violation of applicable law.