Common use of Agreements and Obligations; Performance Clause in Contracts

Agreements and Obligations; Performance. Except as listed and briefly described in Schedule 2.14 attached hereto (the "Listed Agreements"), Seller is not party to, or bound by, any: (i) written or oral Contract, which involves aggregate payments or receipts in excess of $5,000 that cannot be terminated at will without penalty or premium or any continuing obligation or liability; (ii) Contract of any kind with any officer, director or stockholder; (iii) Contract which is violation of applicable law; (iv) 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; (v) Contract of employment with any officer or employee not terminable at will without penalty or premium or any continuing obligation or liability; (vi) deferred compensation, bonus or incentive plan or Contract not cancellable at will without penalty or premium or any continuing obligation or liability; (vii) management or consulting Contract not terminable at will without penalty or premium or any continuing obligation or liability; (viii) license or royalty Contract; (ix) Contract relating to indebtedness for borrowed money; (x) union or other collective bargaining Contract; (xi) Contract which, by its terms, requires the consent of any party thereto to the consummation of the transactions contemplated hereby; (xii) Contract containing covenants limiting the freedom of Seller to engage or compete in any line or business or with any Person in any geographical area; (xiii) Contract that contains a restrictive covenant on the part of Seller or another party thereto; (xiv) Contract or option relating to the acquisition or sale of any business; (xv) option for the purchase of any asset, tangible or intangible; or (xvi) other Contract which materially affects any of the Assets or Business, 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 correct copy of each of the written Listed Agreements has been delivered to Purchaser or its counsel. Seller has in all material respects performed all obligations required to be performed by it to 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. Seller does not know of any material default under any of the Listed Agreements by any other party thereto or by any other Person bound thereunder. Except as set forth on Schedule 2.14 attached hereto, each of the Listed Agreements is freely assignable to Purchaser.

Agreements and Obligations; Performance. Except as listed and briefly described in Schedule 2.14 attached hereto 2.15 (the "Listed Agreements"), Seller as of the Closing Date, the Company is not a party to, or nor is bound by, by any: (ia) written or oral contract, arrangement, commitment, or understanding (collectively, "Contract, ") which Contract involves aggregate payments or receipts in excess of Ten Thousand Dollars ($5,000 that 10,000) and which Contract cannot be terminated canceled on thirty (30) days or less notice without penalty or premium or any continuing obligation or liability; (b) contractual obligation or contractual liability of any kind to the officers or directors of the Company; (c) deferred compensation bonus or incentive plan or agreement not cancelable at will without penalty or premium or any continuing obligation or liability; (iid) Contract of any kind with any officer, director or stockholder; (iii) Contract which is violation of applicable law; (iv) 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; (v) Contract of employment with any officer or employee not terminable at will without penalty or premium or any continuing obligation or liability; (vi) deferred compensation, bonus or incentive plan or Contract not cancellable at will without penalty or premium or any continuing obligation or liability; (vii) management or consulting Contract not terminable at will without penalty or premium or any continuing obligation or liability; (viii) license or royalty Contract; (ix) Contract relating to indebtedness for borrowed money; (x) union or other collective bargaining Contract; (xi) Contract which, by its terms, requires the consent of any party thereto to the consummation of the transactions contemplated hereby; (xii) Contract contract containing covenants limiting the freedom of Seller the Company to engage or compete in any line or of business or with any Person person in any geographical area, except for manufacturer's representatives or distribution agreements; (xiiie) Contract that contains a restrictive covenant on the part of Seller or another party thereto; (xiv) Contract contract or option relating to the acquisition or sale of any business; (xvf) option for the purchase of any asset, tangible voting trust agreement or intangiblesimilar stockholders' agreement; or (xvig) other Contract which materially and adversely affects any of the Assets its properties, assets, or Businessbusiness, whether directly or indirectly, or which was entered into other than in the ordinary and usual course of business consistent with past practicebusiness. A true and correct copy of each of the written Listed Agreements has been delivered to Purchaser or its counsel. Seller The Company has in all material respects performed all obligations required to be performed by it to date under all of the Listed Agreements, is not in default in any material respect under any of the Listed Agreements or under any other contract, commitment, or understanding, and has received no notice of any dispute, default or alleged default thereunder hereunder which has not heretofore been cured or which notice has not heretofore been withdrawn. Seller The Company does not know of any material default under any of the Listed Agreements by any other party thereto or by any other Person person, firm or corporation bound thereunder. Except as set forth on Schedule 2.14 attached hereto, each of the Listed Agreements is freely assignable to Purchaser.

Agreements and Obligations; Performance. Except as for the Contracts listed and briefly described in Schedule 2.14 4.14 attached hereto (the "Purchaser Listed Agreements"), Seller this Agreement or for sales of inventory on hand, Purchaser is not a party to, or is not bound by, any: (i) written or oral Contract, Contract which involves aggregate payments or receipts in excess of $5,000 2,000 that cannot be terminated at will without penalty or premium or any continuing obligation or liabilityLiability; (ii) Contract of any kind with any officer, director shareholder, director, or stockholderemployee of the Purchaser; (iii) Contract which is in violation of applicable law; (iv) 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; (v) Contract of employment with any officer or employee not terminable at will without penalty or premium or any continuing obligation or liabilityLiability; (vi) deferred compensation, bonus or incentive plan or Contract not cancellable cancelable at will without penalty or premium or any continuing obligation or liabilityLiability; (vii) management or consulting Contract not terminable at will without penalty or premium or any continuing obligation or liabilityLiability; (viii) license or royalty Contract; (ix) Contract relating to indebtedness for borrowed money; (x) union or other collective bargaining Contract; (xi) Contract which, by its terms, requires the consent of any party thereto to the consummation of the transactions Transaction contemplated hereby; (xii) Contract containing covenants limiting the freedom of Seller Purchaser, or any officer or employee thereof, to engage or compete in any line or business of business, or with any Person Person, in any geographical area; (xiii) Contract that contains a restrictive covenant on the part of Seller or another party thereto; (xiv) Contract or option relating to the acquisition or sale of any business; (xiv) voting agreement or similar Contract; (xv) option for the purchase of any asset, tangible or intangible; (xvi) franchise, license or advertising Contract; (xvii) Contract with the United States government, any state, local or foreign government, or (xvixviii) other Contract which materially affects any of the Assets or Businessits assets, whether directly or indirectly, or which was entered into other than in the ordinary and usual course of business consistent with past practicebusiness. A true and correct copy of each of the written Purchaser Listed Agreement has been delivered, or made available, to Target. Except as is described in Schedule 4.14 attached hereto, the Purchaser Listed Agreements has been delivered to are valid, in full force and effect and are enforceable by Purchaser or its counselin accordance with the terms thereof. Seller Purchaser has in all material respects performed all obligations required to be performed by it to date under all of the Purchaser Listed Agreements, is not in default in any material respect Default under any of the Purchaser 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. Seller does not know Except as is described in Schedule 4.14, Purchaser knows of any material default no Default under any of the Purchaser Listed Agreements by any other party thereto or by any other Person bound thereunder. Except as set forth on Schedule 2.14 attached hereto, each of the Listed Agreements is freely assignable to Purchaser.

Agreements and Obligations; Performance. Except as listed and briefly described in Schedule 2.14 3.9 attached hereto and made a part hereof (the "Listed Agreements"), Seller ) Target is not party to, or bound by, any: (i) written or oral Contract, Contract which involves aggregate payments or receipts in excess of $5,000 1,000 that cannot be terminated at will without penalty or premium or any continuing obligation or liabilityLiability; (ii) Contract of any kind with any officer, director or stockholdershareholder, of Target; (iii) Contract which is in violation of applicable law; (iv) 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; (v) Contract of employment with any officer or employee not terminable at will without penalty or premium or any continuing obligation or liability; (vi) deferred compensation, bonus or incentive plan or Contract not cancellable at will without penalty or premium or any continuing obligation or liability; (vii) management or consulting Contract not terminable at will without penalty or premium or any continuing obligation or liability; (viii) license or royalty Contract; (ix) Contract relating to indebtedness for borrowed money; (x) union or other collective bargaining Contract; (xivi) Contract which, by its terms, requires the consent of any party thereto to the consummation of the transactions contemplated hereby; (xiivii) Contract containing covenants limiting the freedom of Seller Target or any officer, employee or shareholder to engage or compete in any line or business or with any Person person in any geographical area; (xiii) Contract that contains a restrictive covenant on the part of Seller or another party thereto; (xivviii) Contract or option relating to the acquisition or sale of any business; (xvix) voting agreement or similar agreement or Contract; (x) option for the purchase of any assetAsset, tangible or intangible; or (xvixi) 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 or BusinessAssets, 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 correct copy of each of the written Listed Agreements has been delivered delivered, or made available, to Purchaser or its counselPurchaser. Seller Except as set forth on Schedule 3.9, Target has in all material respects performed all obligations required to be performed by it to 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. Seller The Target does not know of any material default Default under any of the Listed Agreements by any other party thereto or by any other Person person, firm or corporation bound thereunder. Except as set forth on Schedule 2.14 attached heretoIn addition, each the Merger and 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 PurchaserAgreements.