Common use of Agreements, Contracts and Commitments Clause in Contracts

Agreements, Contracts and Commitments. As of the date hereof, neither the Company nor any of its subsidiaries is a party to or is bound by: (a) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of Parent's Board of Directors, other than those that are terminable by Parent or any of its subsidiaries on no more than thirty (30) days' notice without liability or financial obligation to Parent; (b) any agreement, contract or commitment containing any covenant that materially limits the right of Parent or any of its subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (c) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Parent or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Parent has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Parent's subsidiaries; (d) any dealer, distributor, joint marketing or development agreement currently in force under which Parent or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Parent or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Parent or any of its subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (e) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Parent product or technology or any agreement, contract or commitment currently in force to sell or distribute any Parent products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the Company; (f) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (g) any settlement agreement entered into within three (3) years prior to the date of this Agreement; or (h) any other agreement, contract or commitment that has a value of $500,000 or more individually. Neither Parent nor any of its subsidiaries, nor to Parent's knowledge any other party to a Parent Contract (as defined below), is in breach, violation or default under, and neither Parent nor any of its subsidiaries has received written notice that it is in breach, violation or default under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Parent or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the Parent Schedules (any such agreement, contract or commitment, a "PARENT CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Parent Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. As of Except as set forth in the date hereof------------------------------------- Target Schedules, neither the Company Target nor any of its subsidiaries is a party to or is bound by: (a) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of ParentTarget's Board of Directors, other than those that are terminable by Parent Target or any of its subsidiaries on no more than thirty (30) days' days notice without liability or financial obligation obligation, except to Parentthe extent general principles of wrongful termination law may limit Target's or any of its subsidiaries' ability to terminate employees at will; (b) 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; (c) any agreement of indemnification or guaranty not entered into in the ordinary course of business other than indemnification agreements between Target or any of its subsidiaries and any of its officers or directors; (d) any agreement, contract or commitment containing any covenant that materially limits limiting the right freedom of Parent Target or any of its subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (ce) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Parent or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Parent has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Parent's subsidiariesenterprise; (df) any dealer, distributor, material joint marketing or development agreement currently in force under which Parent or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Parent or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Parent or any of its subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less;agreement; or (eg) any agreement, contract or commitment currently described in force Item 10 of Regulation S-K (whether or not a filing with the SEC requiring such document to license any third party to manufacture or reproduce any Parent product or technology or any agreement, contract or commitment currently in force to sell or distribute any Parent products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the Company; (f) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (g) any settlement agreement entered into within three (3) years prior to the date of this Agreement; or (h) any other agreement, contract or commitment that has a value of $500,000 or more individuallybe included as an exhibit is yet due). Neither Parent Target nor any of its subsidiaries, nor to ParentTarget's knowledge any other party to a Parent Target Contract (as defined below), is in breachhas breached, violation violated or default defaulted under, and neither Parent nor any of its subsidiaries has or received written notice that it is in breach, violation has breached violated or default defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Parent Target or any of its subsidiaries is a party or by which it is bound that are required to be disclosed of the type described in the Parent Schedules clauses (a) through (g) above (any such agreement, contract or commitment, a "PARENT TARGET CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Parent Target Contract, or would permit any other party to seek damages, which would be reasonably likely to be material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate)to Target.

Agreements, Contracts and Commitments. As of the date hereof, neither the Neither Company nor any of its subsidiaries is a party to or is bound by: (a) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of ParentCompany's Board of Directors, other than those that are terminable by Parent Company or any of its subsidiaries on no more than thirty (30) days' notice without liability or financial obligation to Parentthe Company (other than termination provisions provided by law); (b) any agreement or plan for the benefit of any director, employee or consultant, 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; (c) any agreement of indemnification or any guaranty other than any agreement of indemnification entered into in connection with the sale or license of software products in the ordinary course of business or guaranty of a subsidiary's obligation by Company; (d) any agreement, contract or commitment containing any covenant that materially limits limiting in any respect the right of Parent Company or any of its subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (ce) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Parent Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Parent Company or any of its subsidiaries has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than ParentCompany's subsidiaries; (df) any dealer, distributor, joint marketing or development agreement (other than reseller agreements not material to Company's business) currently in force under which Parent Company or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Parent or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Parent or any of its subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (eg) any agreement, contract or commitment currently in force to provide source code to any third party for any product or technology that is material to Company and its subsidiaries taken as a whole (other than (i) licenses granted in the ordinary course of business to the Company's customers to use (but not to copy, sublicense, market, or otherwise distribute) source code that do not in any way impair Company's ownership interests in such source code and (ii) agreements requiring the Company to place source code in escrow for the benefit of a customer in the event of the Company's default, bankruptcy, insolvency, or similar event); (h) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Parent product Company product, service or technology technology, or any agreement, contract or commitment currently in force to sell or distribute any Parent Company products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the CompanyParent; (fi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of creditcredit in excess of $250,000 individually or $500,000 in the aggregate, other than between Company and its subsidiaries and except as disclosed in the Company's balance sheet as of December 31, 1999 or in the related footnotes; (gj) any settlement agreement entered into within three (3) years prior to the date of this AgreementAgreement that involves a continuing material obligation of Company; or (hk) any other agreement, contract or commitment agreement that has a an aggregate value of (or represents future aggregate obligations in excess of) $500,000 2,000,000 or more individually. Neither Parent Company nor any of its subsidiaries, nor to ParentCompany's knowledge any other party to a Parent Company Contract (as defined below), is in breach, violation or default under, and neither Parent Company nor any of its subsidiaries has received written notice that it is in breachhas breached, violation violated or default defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Parent Company or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the Parent Schedules Company Schedule (any such agreement, contract or commitment, a "PARENT COMPANY CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Parent Company Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate), the effect of which would not, individually or in the aggregate have a Material Adverse Effect on Company.

Agreements, Contracts and Commitments. As Except as set forth in Section 2.17 of the date hereofIndividual Disclosure Schedule, neither the Company Individual nor any of its subsidiaries is a party to or is bound by: (a) any collective bargaining agreements; (b) any bonus, deferred compensation, incentive compensation, pension, profit-sharing or retirement plans, or any other employee benefit plans or arrangements; (c) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of Parent's Board of Directorsemployee, other than those that are not terminable by Parent Individual or any of its subsidiaries on no more than thirty (30) days' days notice without liability liability, except to the extent general principles of wrongful termination law may limit Individual's or financial obligation any of its subsidiaries' ability to Parentterminate employees at will; (bd) 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; (e) any agreement of indemnification or guaranty not entered into in the ordinary course of business other than indemnification agreements between Individual or any of its subsidiaries and any of its officers or directors; (f) any agreement, contract or commitment containing any covenant that materially limits limiting the right freedom of Parent Individual or any of its subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rightsperson; (cg) any agreement, contract or commitment relating to capital expenditures and involving future obligations in excess of $100,000 and not cancelable without penalty; (h) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Parent or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Parent has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Parent's subsidiariesenterprise; (d) any dealer, distributor, joint marketing or development agreement currently in force under which Parent or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Parent or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Parent or any of its subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (e) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Parent product or technology or any agreement, contract or commitment currently in force to sell or distribute any Parent products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the Company; (fi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (gj) any settlement joint marketing or development agreement; (k) any distribution agreement entered into within three (3) years prior to the date of this Agreementidentifying any that contain exclusivity provisions); or (hl) any other agreement, contract or commitment that has a value (excluding real and personal property leases) which involve payment by Individual or any of its subsidiaries under any such agreement, contract or commitment of $500,000 100,000 or more individuallyin the aggregate and is not cancelable without penalty within thirty (30) days. Neither Parent Individual nor any of its subsidiaries, nor to ParentIndividual's knowledge any other party to a Parent Individual Contract (as defined below), is in breachhas breached, violation violated or default defaulted under, and neither Parent nor any of its subsidiaries has or received written notice that it is in breachhas breached, violation violated or default defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Parent or any of its subsidiaries Individual is a party or by which it is bound that are required to be disclosed of the type described in the Parent Schedules clauses (a) through (l) above (any such agreement, contract or commitment, a "PARENT CONTRACTIndividual Contract") in such a manner ------------------- as would permit any other party to cancel or terminate any such Parent Individual Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breachesdamages, violations or defaults, in the aggregate)which would have a Material Adverse Effect on Individual.

Agreements, Contracts and Commitments. As Company has made available to Parent true, correct and complete copies of all of the following written contracts and agreements, and summaries of all of the following oral contracts and agreements, presently in effect to which Company or any of its Subsidiaries is a party or to which it is bound as of the date hereofof this Agreement, neither each of which (other than operating leases as lessee with respect to real property) is listed in the Company nor any of its subsidiaries is a party to or is bound byDisclosure Schedule: (a) any each employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of Parent's Board of Directors, agreement (other than those that are terminable by Parent Company or any of its subsidiaries on no more than thirty Subsidiaries without cost or penalty upon sixty (3060) days' notice without liability or financial obligation to Parentless notice); (b) each operating lease, whether as lessor or lessee, with respect to any agreement, contract or commitment containing any covenant that materially limits the right of Parent or any of its subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rightsreal property; (c) each contract, whether as licensor or licensee, for the license of any patent, know-how, trademark, trade name, service xxxx, copyright or other intangible asset (other than licenses of commercially available computer software); (d) each loan or guaranty agreement, indenture or other instrument, contract or commitment currently in force relating to agreement under which any money has been borrowed or loaned within twenty-four months preceding the disposition or acquisition by Parent date of this Agreement, under which Company or any of its subsidiaries after the date Subsidiaries has any continuing obligation or under which any note, bond or other evidence of this Agreement indebtedness has been issued and remains outstanding; (e) each mortgage, security agreement, conditional sales contract, capital lease or similar agreement which effectively creates a lien on any assets of a material amount Company or any of assets not its Subsidiaries (other than any purchase money security interests granted in the ordinary course of business and any conditional sales contract, capital lease or pursuant to which Parent has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Parent's subsidiaries; (d) any dealer, distributor, joint marketing or development agreement currently in force under which Parent or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Parent or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be ownedsimilar agreement, in whole or in parteither case, by Parent or any of its subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (e) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Parent product or technology or any agreement, contract or commitment currently in force to sell or distribute any Parent products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the Companycreates a lien only on tangible personal property); (f) each contract restricting Company or any mortgages, indentures, guarantees, loans of its Subsidiaries in any material respect from engaging in business or credit agreements, security agreements from competing with any other parties (except those contained in operating leases of the nature referred to in clause (b) of this Section 4.12 under which Company or other agreements or instruments relating to the borrowing any of money or extension of creditits Subsidiaries is a lessee); (g) any settlement agreement entered into within three (3) years prior to the date each plan of this Agreement; orreorganization; (h) any each partnership or joint venture agreement; (i) each collective bargaining agreement; and (j) each other agreement, contract or commitment that has a value not made in the ordinary course of business which involves payments of $500,000 100,000 or more individuallyper year and is not terminable by Company or any of its Subsidiaries without cost or penalty upon sixty days' or less notice. All of the foregoing are hereinafter collectively called "MATERIAL CONTRACTS." Each Material Contract is in full force and effect, unless the failure of any Material Contracts to be in full force and effect has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect. Neither Parent Company nor any of its subsidiariesSubsidiaries nor, nor to Parent's the knowledge of Company, any other party to a Parent Contract (as defined below), is in breachbreach of or in default under any Material Contract, violation except for breaches or default underdefaults which have not had, and neither Parent nor any of its subsidiaries has received written notice that it is in breachare not reasonably likely to have, violation individually or default under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Parent or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the Parent Schedules (any such agreement, contract or commitment, a "PARENT CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Parent Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate), a Company Material Adverse Effect. Notwithstanding anything herein stated, no representation is made in this Agreement as to whether any lease of real property by Company or its Subsidiaries contains any provision prohibiting or limiting, or providing that a breach or default thereunder shall occur in the event of, a change of control or merger of the nature of the Acquisition.

Agreements, Contracts and Commitments. As of the date hereofof this Agreement, neither the Company nor any of its subsidiaries is a party to or is bound by: (a) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of Parentthe Company's Board of Directors, other than those that are terminable by Parent the Company or any of its subsidiaries on no more than thirty (30) days' notice without liability or financial obligation to Parentthe Company; (b) any agreement, contract or commitment containing any covenant that materially limits the right of Parent the Company or any of its subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (c) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Parent the Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Parent the Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Parentthe Company's subsidiaries; (d) any dealer, distributor, joint marketing or development agreement currently in force under which Parent the Company or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Parent the Company or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Parent the Company or any of its subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (e) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Parent Company product or technology or any agreement, contract or commitment currently in force to sell or distribute any Parent Company products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the CompanyParent; (f) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (g) any settlement agreement entered into within three (3) years prior to the date of this Agreement; or (h) any other agreement, contract or commitment that has a value of $500,000 or more individually. Neither Parent the Company nor any of its subsidiaries, nor to Parentthe Company's knowledge any other party to a Parent Company Contract (as defined below), is in breach, violation or default under, and neither Parent the Company nor any of its subsidiaries has received written notice that it is in breach, violation or default under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Parent the Company or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the Parent Company Schedules (any such agreement, contract or commitment, a "PARENT COMPANY CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Parent Company Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. As Except as set forth in the Company Schedule as of the date hereof, neither the Company nor any of its subsidiaries is a party to or is bound by: (a) any employment or consulting agreement, contract or commitment with any officer or other employee at the director level or higher level employee or any member of Parent's Board of Directorsthe Company Board, other than those that are terminable by Parent the Company or any of its subsidiaries on no more than thirty (30) days' 30 days notice without liability or financial obligation obligation, except to Parentthe extent general principles of wrongful termination law may limit the Company's or any of its subsidiaries' ability to terminate employees at will; (b) 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; (c) any agreement of indemnification or any guaranty other than any agreement of indemnification entered into in connection with the sale or license of software products in the ordinary course of business; (d) any agreement, contract or commitment containing any covenant that materially limits limiting in any respect the right of Parent the Company or any of its subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (ce) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Parent the Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Parent the Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Parentthe Company's subsidiaries; (df) any dealer, distributor, joint marketing or development agreement currently in force under which Parent the Company or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) 90 days or less, or any material agreement pursuant to which Parent the Company or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Parent the Company or any of its subsidiaries and which may not be canceled without penalty upon notice of ninety (90) 90 days or less;; or (eg) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Parent product or technology or any agreement, contract or commitment currently in force to sell or distribute any Parent productsCompany product, service or technology except agreements with distributors or sales representative as a distributor in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the Company; (f) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (g) any settlement agreement entered into within three (3) years prior to the date of this Agreement; or (h) any other agreement, contract or commitment that has a value of $500,000 or more individuallybusiness. Neither Parent the Company nor any of its subsidiaries, nor to Parentthe Company's knowledge any other party to any of the agreements, contracts or commitments to which the Company or any of its subsidiaries is a Parent Contract party or by which any of them are bound that are required to be disclosed in the Company Schedule pursuant to Section 3.9 or this Section 3.15 ("Company Contracts") is, as defined below)of the date hereof, is in breach, violation or default under, and neither Parent the Company nor any of its subsidiaries has received written notice that it is in breachhas breached, violation violated or default defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Parent or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the Parent Schedules (any such agreement, contract or commitment, a "PARENT CONTRACT") Company Contract in such a manner as would permit any other party to cancel or terminate any such Parent Company Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. As Except as set forth in Section 2.20 of the date hereofCompany Schedule, neither the Company nor any of its subsidiaries is not a party to or nor is the Company bound by: (a) 2.20.1 any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of ParentCompany's Board of Directors, other than those that are terminable by Parent or any of its subsidiaries Company on no more than thirty (30) days' notice without liability or financial obligation to Parentthe Company; (b) 2.20.2 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; 2.20.3 any agreement of indemnification or any guaranty other than any agreement of indemnification entered into in connection with the sale or license of software products in the ordinary course of business; 2.20.4 any agreement, contract or commitment containing any covenant that materially limits limiting in any respect the right of Parent or any of its subsidiaries Company to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (c) 2.20.5 any agreement, contract or commitment currently in force relating to the disposition or acquisition by Parent or any of its subsidiaries Company after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Parent Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Parent's subsidiariesenterprise; (d) 2.20.6 any dealer, distributor, joint marketing or development agreement currently in force under which Parent or any of its subsidiaries have Company has continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Parent or any of its subsidiaries have Company has continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Parent or any of its subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (e) 2.20.7 any agreement, contract or commitment currently in force to provide source code to any third party for any product or technology that is material to Company; 2.20.8 any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Parent product Company product, service or technology or any agreement, contract or commitment currently in force to sell or distribute any Parent Company products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the CompanyParent; (f) 2.20.9 any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (g) 2.20.10 any settlement agreement entered into within three five (35) years prior to the date of this Agreement; or (h) 2.20.11 any other agreement, contract or commitment that has a value of $500,000 or more individually. Neither Parent nor any of its subsidiaries, Company nor to ParentCompany's knowledge any other party to a Parent Company Contract (as defined below), is in breach, violation or default under, and neither Parent nor any of its subsidiaries Company has not received written notice that it is in breachhas breached, violation violated or default defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Parent or any of its subsidiaries Company is a party or by which it is bound that are required to be disclosed in the Parent Schedules Company Schedule (any such agreement, contract or commitment, a "PARENT CONTRACTCompany Contract") in such a manner as would permit any other party to cancel or terminate any such Parent Company Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. As of the date hereof, neither the Company nor any of its subsidiaries is a party to or is bound by: (a) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of Parent's Board of Directors, other than those Except for Contracts that are terminable by Parent the Company or any of its subsidiaries on no more than thirty Subsidiaries upon sixty (3060) days' ’ notice or less without liability or financial obligation to Parent; (bpenalty, Section 6.07(a) any agreement, contract or commitment containing any covenant that materially limits of the right Company Disclosure Letter sets forth as of Parent or any of its subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (c) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Parent or any of its subsidiaries after the date of this Agreement a complete, accurate and current list of any Contract to which the Company or its Subsidiaries is a material amount party (collectively the “Material Contracts”): (i) any Contract providing for aggregate annual payments to or by the Company or its Subsidiaries in excess of assets not Two Hundred Fifty Thousand Dollars ($250,000), (ii) any Contract that grants to any Person the right to occupy (except pursuant to reservations made in the ordinary course Ordinary Course of business Business) any portion of the Real Property, (iii) any Contract that contains a covenant not to compete that restricts the Business of the Company or pursuant to which Parent has any material ownership interest its Subsidiaries in any corporationgeographic location, (iv) all partnership agreements, partnership, limited liability company agreements and joint venture or other business enterprise other than Parent's subsidiaries; (d) any dealer, distributor, joint marketing or development agreement currently in force under which Parent agreements relating to the Company or any of its subsidiaries have continuing material obligations Subsidiaries and (v) any Contract relating to jointly market any product, technology the acquisition or service and which may not be canceled without penalty upon notice sale of ninety a business (90or all or substantially all of the assets thereof) days or less, or any material agreement pursuant to which Parent by the Company or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Parent or any of its subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less;Subsidiaries. (eb) any agreementEach Material Contract listed on Section 6.07(a) of the Company Disclosure Letter is a valid and binding obligation of the Company or a Subsidiary thereof and, contract to Sellers’ Knowledge, is a valid and binding obligation of each other party thereto, and is in full force and effect and enforceable by the Company or commitment currently such Subsidiary in force to license any third party to manufacture accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or reproduce any Parent product similar laws now or technology or any agreement, contract or commitment currently hereinafter in force to sell or distribute any Parent products, service or technology except agreements with distributors or sales representative in the normal course effect affecting creditors’ rights generally and (ii) general principles of business cancelable without penalty upon notice equity. As of ninety (90) days or less and substantially in the form previously provided to the Company; (f) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (g) any settlement agreement entered into within three (3) years prior to the date of this Agreement; , except as set forth in Section 6.07(b) of the Company Disclosure Letter, there is no breach or violation of or default by the Company or such Subsidiary or (h) any other agreement, contract or commitment that has a value of $500,000 or more individually. Neither Parent nor any of its subsidiariesto Sellers’ Knowledge, nor to Parent's knowledge by any other party to a Parent Contract (as defined below), is in breach, violation or default under, and neither Parent nor any of its subsidiaries has received written notice that it is in breach, violation or default under, under any of the material terms or conditions Material Contracts. Sellers have made available to Buyer a true, correct and complete copy of any all Material Contracts listed on Section 6.07(a) of the agreementsCompany Disclosure Letter, contracts or commitments to which Parent or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the Parent Schedules (any such agreementtogether with all amendments, contract or commitment, a "PARENT CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Parent Contract, or would permit any other party to seek material damages waivers or other remedies (for any or all of such breaches, violations or defaults, in the aggregate)changes thereto.

Agreements, Contracts and Commitments. As of (a) Except as would not be material to the date hereofHDD Business, neither the Company Parent nor any of its subsidiaries Subsidiaries is a party to or is bound by: (ai) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of Parent's the Board of DirectorsDirectors of Parent, other than those that are terminable by Parent or any of its subsidiaries Subsidiaries on no more than thirty (30) days' notice without liability Liability or financial obligation to Parent; (bii) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan, restricted stock 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; (iii) any agreement of indemnification or any guaranty other than any agreement of indemnification entered into in connection with the sale or license of products or services in the ordinary course of business; (iv) any agreement, contract or commitment containing any covenant that materially limits limiting in any respect the right of Parent or any of its subsidiaries Subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (cv) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Parent or any of its subsidiaries Subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Parent has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Parent's subsidiaries;its Subsidiaries; or (d) any dealer, distributor, joint marketing or development agreement currently in force under which Parent or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Parent or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Parent or any of its subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (e) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Parent product or technology or any agreement, contract or commitment currently in force to sell or distribute any Parent products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the Company; (fvi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit;. (gb) any settlement agreement entered into within three (3) years prior to the date of this Agreement; or (h) any other agreement, contract or commitment that has a value of $500,000 or more individually. Neither Parent nor any of its subsidiariesSubsidiaries, nor to Parent's the knowledge of Parent any other party to a Parent Contract (as defined below), is in breach, violation or default under, and neither Parent nor any of its subsidiaries Subsidiaries has received written notice that it is in breachhas breached, violation violated or default defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Parent or any of its subsidiaries Subsidiaries is a party or by which it Parent or any of its Subsidiaries is bound that are required to be disclosed in the Parent Schedules pursuant to this Agreement (any such agreementagreements, contract contracts or commitment, a commitments are "PARENT CONTRACTParent Contracts") in such a manner as would permit any other party to cancel or terminate any such Parent Contract, or would permit any other party to seek material damages or other material remedies (for any or all of such breaches, violations or defaults, or all of them in the aggregate).

Agreements, Contracts and Commitments. As of the date hereof, neither the (a) Neither Company nor any of its subsidiaries is a party to or is bound by: (ai) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of ParentCompany's Board board of Directorsdirectors, other than those that are terminable by Parent Company or any of its subsidiaries on no more than thirty (30) days' notice without liability or financial obligation to Parentthe Company; (bii) 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 (either alone or upon the occurrence of any additional or subsequent events) 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 (either alone or upon the occurrence of any additional or subsequent events) contemplated by this Agreement; (iii) any agreement of indemnification or any guaranty other than any agreement of indemnification entered into in connection with the sale or license or purchase of products or services in the ordinary course of business; (iv) any agreement, contract or commitment containing any covenant that materially limits limiting in any respect the right of Parent Company or any of its subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (cv) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Parent Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Parent Company or any of its subsidiaries has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than ParentCompany's subsidiaries; (dvi) any dealer, distributor, joint marketing or development agreement currently in force under which Parent Company or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Parent Company or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Parent Company or any of its subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (e) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Parent product or technology or any agreement, contract or commitment currently in force to sell or distribute any Parent products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the Company; (f) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (g) any settlement agreement entered into within three (3) years prior to the date of this Agreement; or (h) any other agreement, contract or commitment that has a value of $500,000 or more individually. Neither Parent nor any of its subsidiaries, nor to Parent's knowledge any other party to a Parent Contract (as defined below), is in breach, violation or default under, and neither Parent nor any of its subsidiaries has received written notice that it is in breach, violation or default under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Parent or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the Parent Schedules (any such agreement, contract or commitment, a "PARENT CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Parent Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. As Except as otherwise set forth in Part 2.17 of the Company Schedules, as of the date hereof, hereof neither the Company nor any of its subsidiaries is a party to or is bound by: (a) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of Parentthe Company's Board of DirectorsBoard, other than those that are terminable by Parent the Company or any of its subsidiaries on no more than thirty (30) days' notice without liability or financial obligation obligation, except to Parentthe extent general principles of wrongful termination law may limit the Company's or any of its subsidiaries' ability to terminate employees at will; (b) any material agreement of indemnification or any material guaranty, other than any agreement of indemnification entered into in connection with the sale or license of software products in the ordinary course of business; (c) any agreement, contract or commitment containing any covenant that materially limits limiting in any respect the right of Parent the Company or any of its subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (cd) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Parent the Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Parent the Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Parentthe Company's subsidiaries; (de) any dealer, distributor, joint marketing or development agreement currently in force under which Parent the Company or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) 90 days or less, or any material agreement pursuant to which Parent the Company or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Parent the Company or any of its subsidiaries and which may not be canceled without penalty upon notice of ninety (90) 90 days or less; (ef) any agreement, contract or commitment currently in force to license provide source code to any third party to manufacture or reproduce for any Parent product or technology that is material to the Company and its subsidiaries taken as a whole; (g) 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; (h) any agreement, contract or commitment currently in force to sell or distribute any Parent Company products, service or technology except agreements with distributors or sales representative representatives in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the CompanyParent; (fi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (gj) any settlement agreement entered into within three five (35) years prior to the date of this Agreement; or (hk) any other agreement, contract or commitment that has a value of $500,000 100,000 or more individually. Neither Parent the Company nor any of its subsidiaries, nor to Parentthe Company's knowledge any other party to a Parent Company Contract (as defined below), is in breach, violation or default under, and neither Parent the Company nor any of its subsidiaries has received written notice that it is in breachhas breached, violation violated or default defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Parent the Company or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the Parent Company Schedules pursuant to clauses (a) through (k) above or pursuant to Section 2.9 hereof or are required to be filed with any Company SEC Report (any such agreement, contract or commitment, a "PARENT COMPANY CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Parent Company Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. As Except as otherwise set forth ------------------------------------- in Part 3.16 of the date hereofParent Disclosure Letter, neither the Company Parent nor any of its subsidiaries is a party to or is bound by: (a) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of Parent's Board of Directors, other than those that are terminable by Parent or any of its subsidiaries on no more than thirty (30) days' days notice without liability or financial obligation obligation, except to the extent general principles of wrongful termination law may limit Parent's or any of its subsidiaries' ability to terminate employees at will, or any consulting agreement; (b) 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; (c) any agreement of indemnification, any guaranty or any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, or otherwise; (d) any agreement, contract obligation or commitment containing any covenant that materially limits the right of Parent covenants purporting to limit or which effectively limit Parent's or any of its subsidiaries subsidiaries' freedom to engage compete in any line of business or to compete with in any person geographic area or which would so limit Parent or Surviving Corporation or any of its subsidiaries or any of their respective employees after the Effective Time or granting any exclusive distribution or other exclusive rights; (ce) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Parent or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Parent has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Parent's subsidiaries; (df) any dealerlicensing, distributordistribution, joint marketing sponsorship, advertising, merchant program or development other similar agreement currently in force under to which Parent or any one of its subsidiaries have continuing material obligations to jointly market any product, technology or service and is a party which (i) may not be canceled by Parent or its subsidiaries, as the case may be, without penalty upon notice of ninety (90) 30 days or less, and (ii) which provides for payments by or any material agreement pursuant to which Parent or any of its subsidiaries have continuing in an amount in excess of $100,000 over the term of the agreement or which is (or could reasonably be expected to become) material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Parent or any of its subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or lessParent; (eg) any agreement, contract or commitment currently in force to license provide source code to any third party to manufacture or reproduce for any Parent product or technology or any agreement, contract or commitment currently in force to sell or distribute any Parent products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the Company; (f) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (g) any settlement agreement entered into within three (3) years prior to the date of this Agreementtechnology; or (h) any other agreement, contract or commitment currently in effect that has a value of $500,000 or more individuallyis material to Parent's business as presently conducted and proposed to be conducted. Neither Parent nor any of its subsidiaries, nor to Parent's knowledge any other party to a Parent Contract (as defined below), is in breach, violation or default under, and neither Parent nor any of its subsidiaries has received written notice that it is in breachhas breached, violation violated or default defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Parent or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the Parent Schedules Disclosure Letter pursuant to clauses (a) through (h) above or pursuant to Section 3.11 hereof or are required to be filed with any Parent SEC Report (any such agreement, contract or commitment, a "PARENT CONTRACTParent Contract") in such a manner as would permit any other party to cancel or terminate any such Parent Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate). The agreements listed on Part 3.16(i) of the Parent Disclosure Letter have, to Parent's knowledge, been executed by each party thereto in the form provided to Company.

Agreements, Contracts and Commitments. As of Except as identified in the date hereofComputervision Disclosure Schedule or filed as exhibits to the Computervision SEC Reports, neither the Company Computervision nor any of its subsidiaries Subsidiaries is a party to or is bound by: (a) any employment or consulting agreement, contract or commitment with containing any officer or director or higher level employee or member covenant limiting the freedom of Parent's Board of Directors, other than those that are terminable by Parent Computervision or any of its subsidiaries on no more than thirty (30) days' notice without liability Subsidiaries to engage in any line of business or financial obligation to Parentcompete with any person; (b) any agreement, contract or commitment containing any covenant that materially limits the right relating to capital expenditures and involving future obligations in excess of Parent or any of its subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights$250,000 and not cancelable without penalty; (c) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Parent or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Parent has any material ownership interest in any corporation, partnership, joint venture or other business enterprise (other than ParentComputervision's wholly-owned subsidiaries); (d) any dealer, distributor, joint marketing or development agreement currently in force under which Parent or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Parent or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Parent or any of its subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (e) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Parent product or technology or any agreement, contract or commitment currently in force to sell or distribute any Parent products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the Company; (f) any mortgages, indentures, guarantees, loans or credit agreements, security agreements relating to a material amount of assets or other agreements or instruments relating to the borrowing of money or extension of credit; (g) any settlement agreement entered into within three (3) years prior to the date of this Agreement; or (he) any other agreement, contract or commitment that has a value (excluding real and personal property leases) which requires annual payments by Computervision or any of its Subsidiaries under any such agreement, contract or commitment of $500,000 or more individuallyin the aggregate and is not cancelable without penalty within thirty (30) days. Neither Parent Computervision nor any of its subsidiariesSubsidiaries, nor to ParentComputervision's knowledge any other party to a Parent Computervision Contract (as defined below), is in breachhas breached, violation violated or default defaulted under, and neither Parent nor any of its subsidiaries has or received written notice that it is in breach, violation has breached violated or default defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Parent Computervision or any of its subsidiaries Subsidiary is a party or by which it is bound that are required to be disclosed of the type described in the Parent Schedules clauses (a) through (e) above (any such agreement, contract or commitment, a "PARENT CONTRACTComputervision Contract") in such a manner as would permit any other party to cancel or terminate any such Parent Computervision Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breachesdamages, violations or defaults, in the aggregate)which would have a Computervision Material Adverse Effect.

Agreements, Contracts and Commitments. As Except as set forth in Section 3.15 and Section 3.2(b) of the date hereofParent Disclosure Letter, Parent is neither the Company nor any of its subsidiaries is a party to or nor is bound by: (a) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of Parent's ’s Board of Directors, other than those that are terminable by Parent or any of its subsidiaries on no more than thirty (30) days' days notice without liability or financial obligation to Parentobligation; (b) 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; (c) any agreement of indemnification or guaranty not entered into in the ordinary course of business other than indemnification agreements between Parent and any of its officers or directors; (d) any agreement, contract or commitment containing any covenant that materially limits limiting the right freedom of Parent or any of its subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (ce) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Parent or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Parent has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Parent's subsidiaries; (d) any dealer, distributor, joint marketing or development agreement currently in force under which Parent or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Parent or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Parent or any of its subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (e) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Parent product or technology or any agreement, contract or commitment currently in force to sell or distribute any Parent products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the Company;enterprise; or (f) any mortgages, indentures, guarantees, loans material joint marketing or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (g) any settlement agreement entered into within three (3) years prior to the date of this Agreement; or (h) any other development agreement, contract or commitment that has a value of $500,000 or more individually. Neither Parent nor any of its subsidiariesParent, nor to Parent's ’s knowledge any other party to a Parent Contract (as defined below), is in breachhas breached, violation violated or default defaulted under, and neither Parent nor any of its subsidiaries has or received written notice that it is in breach, violation has breached violated or default defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Parent or any of its subsidiaries is a party or by which it is bound that are required to be disclosed of the type described in the Parent Schedules clauses (a) through (f) above (any such agreement, contract or commitment, a "“PARENT CONTRACT"”) in such a manner as would permit any other party to cancel or terminate any such Parent Contract, or would permit any other party to seek damages, which would be reasonably likely to be material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate)to Parent.

Agreements, Contracts and Commitments. As of the date hereof, neither (a) Neither the Company nor any of its subsidiaries Subsidiaries is a party to or is bound by: (ai) any written employment or consulting agreement, contract or commitment with any officer or director or higher level employee officer, director, Employee or member of Parent's Board of Directorsthe Company Boards, or any service, operating or management agreement, other than those that are terminable by Parent the Company or any of its subsidiaries Subsidiaries on no more than thirty (30) days' notice without liability or financial obligation to Parent; (b) any agreement, contract or commitment containing any covenant that materially limits the right of Parent Company or any of its subsidiaries Subsidiaries; (ii) any agreement of indemnification or any guaranty other than any agreement of indemnification entered into in connection with a Lease in respect of real property not situated in Israel for the benefit of the landlord and its mortgage or in connection with the sale of products in the ordinary course of business consistent with past practice pursuant to the Company's standard form agreement previously delivered by the Company to the Buyer; (iii) any material Contract containing any covenant limiting in any respect the right of the Company or any of its Subsidiaries to engage in any line of business or to compete with any person or entity or granting any exclusive distribution rights; (civ) any agreement, contract or commitment Contract currently in force relating to the disposition or acquisition by Parent the Company or any of its subsidiaries Subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Parent the Company or any of its Subsidiaries has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Parent's subsidiariesthe Subsidiaries of the Company; (dv) any dealer, distributor, joint marketing or development agreement Contract currently in force under which Parent the Company or any of its subsidiaries Subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Parent the Company or any of its subsidiaries Subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Parent the Company or any of its subsidiaries Subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (evi) any agreement, contract or commitment Contract currently in force to license any third party to manufacture or reproduce any Parent product product, service or technology of the Company or any agreement, contract of its Subsidiaries or commitment any Contract currently in force to sell or distribute any Parent products, service or technology of the Company or any of its Subsidiaries except agreements with distributors or sales representative representatives in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the CompanyBuyer; (fvii) any Contract currently in force to provide source code or design specifications to any third party for any product or technology that is material to the Company and its Subsidiaries taken as a whole; (viii) any mortgages, indentures, guarantees, other Encumbrances, loans or credit agreements, security agreements or other agreements or instruments relating to to, or securing, the borrowing of money or extension of creditcredit (other than mortgages made by a landlord under a Lease to which mortgage the Company is not a party but the Lease may be subject); (gix) any material settlement agreement entered into within three (3) years prior to under which the date of this Agreement; orCompany has ongoing obligations. (hb) any other agreementOther than Leases, contract or commitment that has a value of $500,000 or more individually. Neither Parent neither the Company nor any of its subsidiariesSubsidiaries nor, nor to Parentthe Company's knowledge knowledge, any other party to a Parent Contract (as defined below)Company Contract, is in breach, violation or default under, and neither Parent the Company nor any of its subsidiaries Subsidiaries has received written notice that it is in breachhas breached, violation violated or default defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Parent or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the Parent Schedules (any such agreement, contract or commitment, a "PARENT CONTRACT") Company Contract in such a manner as would permit any other party to cancel or terminate any such Parent Company Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate), subject to the representations and warranties contained in Section 3.13, including without limitation, Section 3.13(c). The Company has made available to the Buyer true and correct copies of any Contracts (excluding purchase orders) the Company and its Subsidiaries may have with its top ten customers measured by revenue. (c) Neither the Company nor any of its Subsidiaries is restricted by agreement from carrying on its business anywhere in the world. (d) Neither the Company nor any of its Subsidiaries has any power of attorney outstanding or any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, indemnitor or otherwise in respect of the obligation of any Person, corporation, partnership, joint venture, association, organization or other entity.

Agreements, Contracts and Commitments. As of the date hereofof ------------------------------------- this Agreement, neither the Company Target nor any of its subsidiaries Subsidiaries is a party to or is bound by: (a) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of ParentTarget's Board of Directors, other than those that are terminable by Parent Target or any of its subsidiaries Subsidiaries on no more than thirty (30) days' 30 days notice without liability or financial obligation obligation, except to Parentthe extent general principles of wrongful termination law may limit Target's or any of its Subsidiaries' ability to terminate employees at will; (b) any agreement of indemnification or any guaranty other than any agreement of indemnification entered into in connection with the sale or license of software products in the ordinary course of business where such agreement or guarantee might reasonably result in a Target Material Adverse Effect; (c) any agreement, contract or commitment containing any covenant that materially limits limiting in any material respect the right of Parent Target or any of its subsidiaries Subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights;person; or (cd) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Parent Target or any of its subsidiaries Subsidiaries after the date of this Agreement of a any material amount of assets not in the ordinary course of business or pursuant to which Parent Target has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than ParentTarget's subsidiaries; (d) any dealer, distributor, joint marketing or development agreement currently in force under which Parent or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Parent or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Parent or any of its subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (e) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Parent product or technology or any agreement, contract or commitment currently in force to sell or distribute any Parent products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the Company; (f) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (g) any settlement agreement entered into within three (3) years prior to the date of this Agreement; or (h) any other agreement, contract or commitment that has a value of $500,000 or more individuallySubsidiaries. Neither Parent Target nor any of its subsidiariesSubsidiaries, nor to ParentTarget's knowledge any other party to a Parent Target Contract (as defined below), is in breach, violation or default under, and neither Parent Target nor any of its subsidiaries Subsidiaries has received written notice (except for notices delivered prior to January 1, 1995 regarding matters which were subsequently resolved or are no longer pending) that it is in breachhas breached, violation violated or default defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Parent Target or any of its subsidiaries Subsidiaries is a party or by which it is bound that are required to be filed as an exhibit to a Target SEC Report or to be disclosed in the Parent Schedules Target Disclosure Schedule (any such agreement, contract or commitment, a "PARENT CONTRACTTarget Contract") in such a manner as would permit any other party to cancel or terminate any such Parent Target Contract, or would permit any other party to seek material damages or other remedies, which cancellation, termination, damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate)would be reasonably likely to have a Target Material Adverse Effect.

Agreements, Contracts and Commitments. As Except as otherwise set forth ------------------------------------- in Part 2.17 of the Company Disclosure Schedule, as of the date hereof, hereof neither the Company nor any of its subsidiaries is a party to or is bound by: (a) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of Parentthe Company's Board of Directors, other than those that are terminable by Parent the Company or any of its subsidiaries on no more than thirty (30) days' days notice without liability or financial obligation obligation, except to Parentthe extent general principles of wrongful termination law may limit the Company's or any of its subsidiaries' ability to terminate employees at will; (b) any agreement of indemnification or any guaranty other than any agreement of indemnification entered into in connection with the sale or license of software or hardware products in the ordinary course of business; (c) any agreement, contract or commitment containing any covenant that materially limits limiting in any respect the right of Parent the Company or any of its subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (cd) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Parent the Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Parent the Company or any of its subsidiaries has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Parentthe Company's subsidiaries; (de) any dealer, distributor, joint marketing or development agreement currently in force under which Parent the Company or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) 90 days or less, or any material agreement pursuant to which Parent the Company or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Parent the Company or any of its subsidiaries and which may not be canceled without penalty upon notice of ninety (90) 90 days or less;; or (ef) any agreement, contract or commitment currently in force to license provide source code to any third party to manufacture or reproduce for any Parent product or technology or any agreement, contract or commitment currently in force to sell or distribute any Parent products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided that is material to the Company; (f) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (g) any settlement agreement entered into within three (3) years prior to the date of this Agreement; or (h) any other agreement, contract or commitment that has Company and its subsidiaries taken as a value of $500,000 or more individuallywhole. Neither Parent the Company nor any of its subsidiaries, nor to Parentthe Company's knowledge any other party to a Parent Company Contract (as defined below), is in breach, violation or default under, and neither Parent the Company nor any of its subsidiaries has received written notice that it is in breachhas breached, violation violated or default defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Parent the Company or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the Parent Schedules Company Disclosure Schedule pursuant to clauses (a) through (f) above or pursuant to Section 2.9 hereof or are required to be filed with any Company SEC Report (any such agreement, contract or commitment, a "PARENT CONTRACTCompany Contract") in such a manner as would permit any other party to cancel or terminate any such Parent Company Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. As of the date hereofExcept as otherwise disclosed, neither the Company nor any of its subsidiaries Parent is not a party to or is bound by: (a) any Any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of Parent's Board of Directors, other than those that are terminable by Parent or any of its subsidiaries on no more than thirty (30) days' days notice without liability or financial obligation to Parentobligation; (b) 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; (c) Any agreement of indemnification or guaranty not entered into in the ordinary course of business other than indemnification agreements between Parent and any of its officers or directors; (d) Any agreement, contract or commitment containing any covenant that materially limits limiting the right freedom of Parent or any of its subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (ce) any Any agreement, contract or commitment currently in force relating to the disposition or acquisition by Parent or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Parent has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Parent's subsidiaries;enterprise; or (df) any dealer, distributor, Any material joint marketing or development agreement currently in force under which Parent or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Parent or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Parent or any of its subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (e) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Parent product or technology or any agreement, contract or commitment currently in force to sell or distribute any Parent products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the Company; (f) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (g) any settlement agreement entered into within three (3) years prior to the date of this Agreement; or (h) any other agreement, contract or commitment that has a value of $500,000 or more individually. Neither Parent nor any of its subsidiariesParent, nor to Parent's knowledge any other party to a Parent Contract (as defined below), is in breachhas breached, violation violated or default defaulted under, and neither Parent nor any of its subsidiaries has or received written notice that it is in breach, violation has breached violated or default defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Parent or any of its subsidiaries is a party or by which it is bound that are required to be disclosed of the type described in the Parent Schedules clauses (a) through (f) above (any such agreement, contract or commitment, a "PARENT CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Parent Contract, or would permit any other party to seek damages, which would be reasonably likely to be material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate)to Parent.

Agreements, Contracts and Commitments. As Except as set forth in Schedule 2.17, as of the date hereof, neither the Company nor any DSNC is not a party to, is not bound by, and none of its subsidiaries is a party to or is bound byproperties are subject to: (a) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee officer, employee, consultant or member of ParentDSNC's Board of Directors, other than those that are terminable by Parent or any of its subsidiaries DSNC on no more than thirty (30) days' days notice without liability or financial obligation obligation, except to Parentthe extent general principles of wrongful termination law may limit DSNC's ability to terminate employees at will; (b) 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, or pursuant to which any amounts may become payable (whether currently or in the future) to current or former employees, consultants, officers and directors of DSNC 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 or in connection with any of the transactions contemplated by this Agreement; (c) any agreement of indemnification or guaranty not entered into in the ordinary course of business other than indemnification agreements between DSNC and any of its officers or directors; (d) any agreement, contract or commitment containing any covenant that materially limits limiting the right freedom of Parent or any of its subsidiaries DSNC to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (ce) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Parent or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Parent has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Parent's subsidiariesenterprise; (df) any dealer, distributor, joint marketing or development agreement currently in force; (g) any agreement, contract or commitment currently in force under which Parent to provide source code to any third party for any product or technology, except for (i) any of its subsidiaries have continuing material obligations to jointly market any product18 24 agreement, technology contract or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement commitment pursuant to which Parent source code is provided for maintenance of the source code or for development of modifications thereto only, and not for distribution of source or object code to third parties and (ii) any source code escrow agreement entered into in the ordinary course of its subsidiaries have continuing material obligations business that contains provisions relating to jointly develop any intellectual property that will not be owned, in whole the release of source code if DSNC ceases to do business or in part, by Parent or any of its subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or lessfails to provide appropriate maintenance; (eh) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Parent product or technology or any agreement, contract or commitment currently in force to sell or distribute any Parent products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the CompanyDSNC product; (fi) any mortgagescontinuing contract for the future purchase, indenturessale or manufacture of products, guaranteesmaterial, loans supplies, equipment or credit agreements, security agreements services requiring payment to or from DSNC in an amount in excess of $25,000 per annum which is not terminable on 30 days' or less notice without cost or other agreements liability at or instruments at any time after the Effective Time or in which DSNC has granted or received manufacturing rights, most favored nation pricing provisions relating to any product, group of products or territory; (j) any contract providing for the development of software (other than contracts with consultants) for, or license of software to, DSNC, which software is used or incorporated in any DSNC Product (as defined in Section 2.26); (k) any indenture, mortgage, promissory note, loan agreement, guarantee or other agreement or commitment for the borrowing of money money, for a line of credit or extension for a leasing transaction of credit; (g) any settlement agreement entered into within three (3) years prior a type required to be capitalized in accordance with Statement of Financial Accounting Standards No. 13 of the date of this AgreementFinancial Accounting Standards Board; or (hl) any other agreementwritten agreement regarding intercompany loans, contract revenue or commitment that has a value cost sharing, ownership or license of $500,000 DSNC IP Rights, intercompany royalties or more individually. Neither Parent nor any of its subsidiaries, nor to Parent's knowledge any other party to a Parent Contract (as defined below), is in breach, violation dividends or default under, and neither Parent nor any of its subsidiaries has received written notice that it is in breach, violation or default under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Parent or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the Parent Schedules (any such agreement, contract or commitment, a "PARENT CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Parent Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate)similar matters.

Agreements, Contracts and Commitments. As of the date hereofExcept as described in Schedule 2.17, neither the Company Target Corporation nor any Subsidiary of its subsidiaries Target Corporation is a party to or is bound by: by (ai) any employment written or consulting agreementoral contract, contract agreement or commitment with any officer which involves or director may involve aggregate future payments (whether in payment of a debt, as a result of a guarantee or higher level employee indemnification, for goods or member services or otherwise) by or to Target Corporation of Parent's Board $100,000 or more and which is not, by its terms, terminable by Target Corporation or one or more of Directorsits Subsidiaries without penalty or payment on 30 days notice or less, other than those that are terminable purchase orders for the purchase or sale of goods and/or services entered into by Parent or any of its subsidiaries on no more than thirty (30) days' notice without liability or financial obligation to Parent; (b) any agreement, contract or commitment containing any covenant that materially limits the right of Parent or any of its subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (c) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Parent or any of its subsidiaries after the date of this Agreement of a material amount of assets not Target Corporation in the ordinary course of business business, or pursuant to which Parent has (ii) any material ownership interest employment agreement, non-competition agreement, any loan or credit agreement, security agreement, indenture, mortgage, pledge or other instrument evidencing indebtedness (other than equipment purchases or lease agreements entered into in the ordinary course of business), or any corporationsales representative, alliance, partnership, joint venture or other business enterprise other than Parent's subsidiaries; (d) any dealer, distributorventure, joint marketing operating or development similar agreement. The Target Corporation has delivered to Acquiring Corporation a correct and complete copy of each written agreement currently listed in force Schedule 2.17 (as amended to date) and a written summary setting forth the terms and conditions of each oral agreement referred to in Schedule 2.17. With respect to each such agreement: (A) the agreement is Enforceable against Target Corporation or its Subsidiaries, as the case may be; (B) to the Knowledge of Target Corporation, the agreement will continue to be Enforceable against the other parties thereto following the consummation of the transactions contemplated hereby; (C) neither Target Corporation nor any Subsidiary of Target Corporation is in breach under which Parent any material provision of or is not in default in any material respect under the terms of, any such contract, agreement or commitment described in Schedule 2.17, and to the Knowledge of Target Corporation, no event has occurred and no condition exists which, after notice or lapse of time or both, would constitute such a material breach or default by Target Corporation or its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or lessSubsidiaries, or permit termination, modification, or acceleration, under any material such contract, agreement pursuant or commitment; (D) to which Parent or any the Knowledge of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be ownedTarget Corporation, no third party is in whole breach of or in part, by Parent or any of its subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (e) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Parent product or technology or any agreement, contract or commitment currently in force to sell or distribute any Parent products, service or technology except agreements with distributors or sales representative in default under the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the Company; (f) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (g) any settlement agreement entered into within three (3) years prior to the date of this Agreement; or (h) any other agreement, contract or commitment that has a value of $500,000 or more individually. Neither Parent nor any of its subsidiaries, nor to Parent's knowledge any other party to a Parent Contract (as defined below), is in breach, violation or default under, and neither Parent nor any of its subsidiaries has received written notice that it is in breach, violation or default under, any of the material terms or conditions of any of the agreementssuch contract, contracts or commitments to which Parent or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the Parent Schedules (any such agreement, contract agreement or commitment, a "PARENT CONTRACT"or permit termination, modification, or acceleration, under the agreement; and (E) in such a manner as would permit to the Knowledge of Target Corporation, no party has repudiated any other party to cancel or terminate provision of any such Parent Contractcontract, agreement or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate)commitment.

Agreements, Contracts and Commitments. As of the date hereof, neither the Company nor any of its subsidiaries is a party to or is bound by: (a) Except as set forth in Section 5.9(a) of the Seller Disclosure Schedule, none of the Transferred Contracts or Retained Beneficial Contracts (or oral Business contracts) include an obligation that would survive the Closing that is, or constitutes (any employment Contract specified in Section 5.9(a) of the Seller Disclosure Schedule is referred to as a "Specified Contract"): (i) any fidelity or consulting agreement, contract surety bond or commitment with completion bond; (ii) any officer lease of personal property from or director to third parties having a value individually in excess of $250,000 annually; (iii) any agreement of indemnification or higher level employee or member of Parent's Board of Directorsguaranty, other than those that are terminable by Parent ordinary course indemnity agreements or any indemnities given to third parties in connection with the sale, distribution, servicing or licensing of its subsidiaries on no more than thirty (30) days' notice without liability Sniffer Products or financial obligation to Parentrelated services in the Ordinary Course of Business; (biv) any agreement, contract or commitment containing any covenant that materially limits the right Contract relating to capital expenditures and involving future payments in excess of Parent or any of its subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights$250,000; (cv) any agreement, contract or commitment currently in force a Contract relating to the disposition or acquisition by Parent of assets outside the Ordinary Course of Business or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Parent has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Parent's subsidiariesenterprise; (dvi) any dealera mortgage, distributorindenture, joint marketing loan or development agreement currently in force under which Parent or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Parent or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Parent or any of its subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (e) any credit agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Parent product or technology or any agreement, contract or commitment currently in force to sell or distribute any Parent products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the Company; (f) any mortgages, indentures, guarantees, loans or credit agreements, security agreements agreement or other agreements agreement or instruments instrument relating to the borrowing of money or extension of credit; (gvii) any settlement agreement entered into within three (3x) years prior joint or cooperative marketing or development Contract, (y) other Contract concerning a partnership or joint venture, or (z) other similar Contract imposing any obligation upon the Business or the Purchaser with respect to the date of this Agreement; ormaterial Transferred IP; (hviii) any research and development Contract with a Governmental Entity; STARBURST ASSET PURCHASE AGREEMENT (ix) any Contract that by its terms specifically purports to materially restrict the Business's right to compete with third parties, or includes covenants restricting the development, marketing or distribution of the products and services of the Business; (x) any Contract relating to exclusive right to sell or distribute Sniffer Products; (xi) any other agreement, contract or commitment Contracts that has a value would require the payment by any Seller of $500,000 250,000 or more individually. Neither Parent nor or that is not cancelable without penalty within thirty (30) days of the Closing; (xii) any Contract granting a right of its subsidiaries, nor to Parent's knowledge any other party first refusal or first negotiation with regard to a Parent Contract (as defined below), is in breach, violation sale of any portion of the Business or default under, and neither Parent nor any of its subsidiaries has received written notice that it is in breach, violation or default under, any of the material terms or conditions Acquired Assets; and (xiii) any Contract with any Affiliate of any of the agreements, contracts or commitments to which Parent Seller (other than another Seller) or any officer, director, employee or consultant of its subsidiaries is a party either any Seller or by which it is bound that are required to be disclosed any Affiliate of any Seller, in the Parent Schedules (any such agreement, contract each case involving future payments in excess of $50,000 individually or commitment, a "PARENT CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Parent Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, $100,000 in the aggregate), that would result in a Liability being transferred to the Purchaser. (b) Seller has delivered to Purchaser complete and correct copies of all written Specified Contracts, together with all amendments thereto, and accurate descriptions of all material terms of all oral Specified Contracts.

Agreements, Contracts and Commitments. As Except as set forth on Part 2.9 of the date hereofParent Disclosure Schedule, neither none of the Company nor any of its subsidiaries Micromet Parties is a party to or is bound by: (a) any bonus, deferred compensation, incentive compensation, pension, profit-sharing or retirement plans, or any other employee benefit plans or arrangements; (b) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of Parent's Board of DirectorsKey Employee, other than those that are not terminable by Parent or any of its subsidiaries Micromet on no more than thirty ninety (3090) days' days notice without liability or financial obligation liability, except to Parentthe extent general principles of wrongful termination law may limit Micromet’s ability to terminate employees at will; (bc) 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 Contemplated Transactions or the value of any of the benefits of which will be calculated on the basis of any of the Contemplated Transactions; (d) any agreement of indemnification or guaranty not entered into in the Ordinary Course of Business other than indemnification agreements between Parent or Micromet and any of their respective officers or directors; (e) any agreement, contract or commitment containing any covenant that materially limits limiting the right freedom of Parent or any of its subsidiaries Micromet to engage in any line of business or to compete with any person or granting any exclusive distribution rightsPerson; (cf) any agreement, contract or commitment relating to capital expenditures and involving obligations after the date of this Agreement in excess of $250,000 and not cancelable without penalty; (g) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Parent or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course Ordinary Course of business Business or pursuant to which Parent has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Parent's subsidiariesenterprise; (d) any dealer, distributor, joint marketing or development agreement currently in force under which Parent or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Parent or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Parent or any of its subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (e) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Parent product or technology or any agreement, contract or commitment currently in force to sell or distribute any Parent products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the Company; (fh) any mortgages, indentures, guaranteesloans, loans notes or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of creditcredit in excess of $250,000 or any loans or debt obligations with officers or directors of Parent or Micromet; (gi) (i) any settlement distribution agreement entered into within three (3identifying any that contain exclusivity provisions); (ii) years prior any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which a Micromet Party has continuing material obligations to jointly market any product, technology or service, or any material agreement pursuant to which a Micromet Party has continuing material obligations to jointly develop any Intellectual Property that will not be owned, in whole or in part, by a Micromet Party; or (iii) any material agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Micromet Party product, service or technology or any material agreement, contract or commitment currently in force to sell or distribute any Micromet Party products or service except agreements with distributors or sales representatives in the date Ordinary Course of this AgreementBusiness; or (hj) any other agreement, contract or commitment that has a value (i) which involve payment or receipt by any Micromet Party under any such agreement, contract or commitment of $500,000 250,000 or more individuallyin the aggregate or (ii) that are material to the business or operations of the Micromet Parties. Neither Except as set forth on Part 2.9 of the Parent nor any of its subsidiariesDisclosure Schedule, the Micromet Parties have not, nor to Micromet’s or Parent's knowledge ’s Knowledge, as of the date of this Agreement has any other party to a Parent Material Contract (as defined below), is in breachbreached, violation violated or default defaulted under, and neither Parent nor any of its subsidiaries has or received written notice that it is in breachhas breached, violation violated or default defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Parent or any of its subsidiaries is the Micromet Parties are a party or by which it any of them is bound that are required to be disclosed of the type described in the Parent Schedules clauses (a) through (j) above (any such agreement, contract or commitment, a "PARENT CONTRACT"“Parent Material Contract”) in such a manner as would permit any other party to cancel or terminate any such Parent Material Contract, or would permit any other party to seek material damages or which would reasonably be expected to have a Parent Material Adverse Effect. As to Micromet, as of the date of this Agreement each Parent Material Contract is valid, Table of Contents binding, enforceable and in full force and effect, subject to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of law governing specific performance, injunctive relief and other remedies (for any or all of such breaches, violations or defaults, in the aggregate)equitable remedies.

Agreements, Contracts and Commitments. As of the date hereofof this Agreement, except as set forth in Section 2.17(g) or Section 2.18 of the Company Schedule, neither the Company nor any of its subsidiaries is a party to or is bound by: (a) any written employment or consulting agreement, contract or commitment with any officer or director or higher level employee of Company currently earning an annual salary in excess of $150,000 or member of ParentCompany's Board of Directors, other than those that are terminable by Parent Company or any of its subsidiaries on no more than thirty (30) days' notice without material liability or financial obligation to ParentCompany; (b) any material agreement of indemnification or any guaranty other than any agreement of indemnification entered into in connection with the sale of products or license of technology in the ordinary course of business; (c) any material agreement, contract or commitment containing any covenant that materially limits limiting in any material respect the right of Parent Company or any of its subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (cd) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Parent Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Parent Company or any of its subsidiaries has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than ParentCompany's subsidiaries; (de) any dealer, distributor, joint marketing or development agreement currently in force under which Parent Company or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without material penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Parent Company or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Parent Company or any of its subsidiaries and which may not be canceled without material penalty upon notice of ninety (90) days or less; (ef) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Parent product Company product, service or technology or any agreement, contract or commitment currently in force to sell or distribute any Parent Company products, service or technology except agreements with distributors or sales representative representatives in the normal course of business cancelable without material penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the CompanyParent; (fg) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money by Company or extension of creditcredit (other than customer accounts receivable owing to Company created in the ordinary course of business and payable or dischargeable in accordance with customary trade terms); (gh) any material settlement agreement entered into within three (3) years prior to the date of this Agreement; orunder which Company has ongoing obligations; (hi) any other agreement, contract or commitment that has a value calls for the payment or receipt by Company of $500,000 3,000,000 or more individuallymore; or (j) any other agreement, contract or commitment that is of the nature required to be filed by Company as an exhibit to a Report on Form 10-K under the Exchange Act. Neither Parent Company nor any of its subsidiaries, nor to ParentCompany's knowledge any other party to a Parent Company Contract (as defined below), is in material breach, violation or default under, and neither Parent under a Company Contract. Neither Company nor any of its subsidiaries has received written notice within the last twelve months that it is in breachhas breached, violation violated or default defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Parent Company or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the Parent Schedules Company Schedule pursuant to this Section 2.18 (any such agreement, contract or commitment, a "PARENT CONTRACTCompany Contract") in such a manner as would permit any other party to cancel or terminate any such Parent Company Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. As Section 3.19 of the date hereof, neither Company Disclosure Schedule (specifying the appropriate paragraph) lists all of the following agreements to which the Company nor any of its subsidiaries is a party to and has continuing rights or is bound by:obligations (each, a “Contract”): (a) any employment Material Obligation that may involve payments (whether or consulting agreementnot satisfied and whether fixed, contract contingent or commitment with any officer otherwise) by or director or higher level employee or member to the Company in an aggregate amount in excess of Parent's Board of Directors, other than those that are terminable by Parent or any of its subsidiaries on no more than thirty Fifty Thousand Dollars (30$50,000) days' notice without liability or financial obligation to Parentper annum; (b) any agreementagreement that has been entered into for the primary purpose of establishing obligations on the part of the Company to indemnify any officer, contract director, employee or commitment containing any covenant that materially limits the right of Parent third party, or any power of its subsidiaries attorney or guaranty granted to engage a third party, other than any such obligations under customer contracts entered into in any line the ordinary course of business or to compete with any person or granting any exclusive distribution rightscustomary indemnification of, and powers of attorney granted to, lenders under the agreements scheduled in subsection (h) of Section 3.19 of the Company Disclosure Schedule; (c) any agreement, contract or commitment currently containing any covenant (i) limiting the right of the Company to engage in force any line of business, to compete with any Person or to freely set prices for its products, services or technologies (including, without limitation, most favored customer pricing provisions) or (ii) granting any exclusive distribution rights; (d) any agreement, contract or commitment relating to the disposition or acquisition by Parent or any of its subsidiaries after the date of this Agreement of a material amount of assets Company, not in the ordinary course of business business, or pursuant to which Parent the Company has any material ownership interest in interest, of any corporation, partnership, joint venture or other business enterprise other than Parent's subsidiariesenterprise; (de) any dealer, distributor, joint marketing or development agreement currently in force under which Parent or any of its subsidiaries have the Company has continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Parent or any of its subsidiaries have the Company has continuing material obligations to jointly develop any intellectual property Intellectual Property that will not be owned, in whole or in part, by Parent or any of its subsidiaries the Company and which may not be canceled without penalty upon notice of ninety (90) days or less; (ef) any agreement, contract or commitment currently in force by the Company to license to any third party the right to manufacture or reproduce any Parent product product, service or technology of the Company or any agreement, contract or commitment currently in force by any Person to the Company to sell or distribute any Parent products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the Company; (fg) any agreement relating to the licensing of Source Code; (h) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to indebtedness for borrowed money by the borrowing of money Company (including Capital Leases), or the extension of creditcredit by the Company (other than (i) customer accounts receivable owing to the Company in the ordinary course of business and payable or dischargeable in accordance with customary trade terms and (ii) trade payables incurred in the ordinary course of business); (gi) any settlement agreement entered into within three (3) years prior agreements or arrangements that contain any severance pay or post-employment liabilities or obligations, excluding requirements by the Company to the date of this Agreement; orprovide employee paid coverage under COBRA to its former employees; (hj) any other employment or consulting agreement, contract or commitment that has with an employee or individual consultant or salesperson, or consulting or sales agreement, contract or commitment with a firm or other organization, in each case, other than those terminable by the Company without material liability to the Company; (k) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights 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 Related Agreements 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 or the Related Agreements; (l) any fidelity or surety bond or completion bond; (m) any lease of personal property having a value individually in excess of Twenty-Five Thousand Dollars ($500,000 25,000); (n) any agreement (or group of related agreements), excluding contracts entered into with customers in the ordinary course of business, for the license, purchase or sale of supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which extends over a period of more individually. Neither Parent nor than one (1) year or involves consideration in excess of Twenty-Five Thousand Dollars ($25,000) per annum; (o) any agreement with any stockholder of the Company or any of such stockholder’s affiliates or with any affiliate of the Company; (p) any bonus, profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance or other plan or arrangement for the benefit of its current or former directors, officers, managers or employees; (q) any collective bargaining agreement; (r) any agreement under which it has advanced or loaned any amount to any of its subsidiariescurrent or former directors, nor officers, managers or employees; (s) any agreement under which the consequences of a default or termination could have a Material Adverse Effect; (t) any agreement pursuant to Parent's knowledge which the Company is obligated to provide maintenance, support or training for its products, other than in the ordinary course of business; and (u) any other agreement (or group of related agreements) not listed above which involves obligations (contingent or otherwise) in excess of Fifty Thousand Dollars ($50,000) per annum. The Company has made available to Buyer a correct and complete copy of each Contract required to be listed in Section 3.19 of the Company Disclosure Schedule and a written summary setting forth the terms and conditions of each oral agreement required to be listed therein. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable and in full force and effect, subject to the Enforceability Limitations; (B) neither the Company nor, to the Knowledge of the Company, any other party to a Parent Contract (as defined below), such agreement is in breachmaterial breach of or default under such agreement and, violation to the Company’s Knowledge, no event has occurred, which with notice or lapse of time, would constitute a material breach of or default under, and neither Parent nor any of its subsidiaries has received written notice that it is in breachor permit termination, violation modification, or default acceleration under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Parent or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the Parent Schedules (any such agreement; (C) the Company has not and, contract or commitmentto the Company’s Knowledge, a "PARENT CONTRACT") in such a manner as would permit any each other party to cancel or terminate such agreement has not repudiated any such Parent Contract, or would permit any other party to seek material damages or other remedies (for any or all provision of such breachesagreement; (D) there are no material disputes, violations oral agreements or defaultsforbearance programs in effect regarding such agreement; and (E) to the Company’s Knowledge, any service or products called for under such agreement can be supplied in the aggregate)accordance with such agreement’s terms.

Agreements, Contracts and Commitments. As Except as set forth in ------------------------------------- Section 3.16 of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its subsidiaries Subsidiaries is a party to or is bound by: (a) any employment written or oral consulting agreement, contract or commitment with any officer independent contractor or director or higher level employee or member of Parent's Board of Directors, consultant other than those that are terminable by Parent the Company or any of its subsidiaries Subsidiaries on no more than thirty (30) 30 days' notice without liability or financial obligation to Parentobligation, or any written or oral consulting agreement, contract or commitment with any independent contractor or consultant under which any benefits of which are contingent upon the occurrence of a transaction involving the Company of the nature of any of the transactions contemplated by this Agreement; (b) any agreement of indemnification or any guaranty other than any agreement of indemnification entered into in connection with the sale or license of software products in the ordinary course of business; and any commitment of the Company to honor or make any payment under any such indemnification arrangement; (c) any agreement, contract or commitment containing any covenant that materially limits (i) limiting in any respect the right of Parent the Company or any of its subsidiaries Subsidiaries to engage in any line of business or to compete with any person or (ii) granting any exclusive distribution rights; (cd) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Parent the Company or any of its subsidiaries Subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Parent the Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Parentthe Company's subsidiariesSubsidiaries; (de) any dealer, distributor, joint marketing or development agreement currently in force under which Parent the Company or any of its subsidiaries Subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) 90 days or less, or any material agreement pursuant to which Parent the Company or any of its subsidiaries Subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Parent the Company or any of its subsidiaries Subsidiaries and which may not be canceled without penalty upon notice of ninety (90) 90 days or less; (ef) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Parent product or technology or any agreement, contract or commitment currently in force to sell or distribute any Parent productsCompany product, service or technology except agreements with distributors or sales representative as a distributor in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the Company; (f) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit;business; or (g) any settlement agreement entered into within three (3) years prior to the date of this Agreement; or (h) any loan, note, indenture or other agreement, contract or commitment that has a value instrument evidencing indebtedness in excess of $500,000 or more individually100,000. Neither Parent the Company nor any of its subsidiariesSubsidiaries, nor to Parentthe Company's knowledge any other party to any of the agreements, contracts or commitments to which the Company or any of its Subsidiaries is a Parent Contract party or by which any of them are bound that are required to be disclosed in the Company Disclosure Schedule pursuant to Section 3.15 or this Section 3.16 ("Company Contracts") is, as defined below)of ----------------- the date hereof, is in breach, violation or default underunder (other than as a result of the insolvency of the Company), and any Company Contract, except for breaches, violations or defaults that in the aggregate would not have a Material Adverse Effect. Except as set froth in Section 3.16 of the Company disclosure Schedule, neither Parent the Company nor any of its subsidiaries has received written notice that it is in breachhas breached, violation violated or default defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Parent or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the Parent Schedules (any such agreement, contract or commitment, a "PARENT CONTRACT") Company Contract in such a manner as would permit any other party to cancel or terminate any such Parent Company Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. As (a) Except as set forth in Section 4.10(a) of Parent Disclosure Letter, as of the date hereof, there is no contract, agreement or understanding that is material to the business, properties, assets, financial condition or results of operations of Parent and its Subsidiaries, taken as a whole, that is required to be filed as an exhibit to any Parent SEC Report filed with the SEC subsequent to December 31, 2003 that is not filed as required by the Securities Act or the Exchange Act, as the case may be (any such contract, agreement or understanding whether or not entered into as of the date hereof, a “Parent Material Contract”). Except as would not individually or in the aggregate have a Parent Material Adverse Effect, each Parent Material Contract is a valid and binding obligation of Parent or one of its Subsidiaries and is in full force and effect and enforceable against Parent or one of its Subsidiaries and, to the knowledge of Parent, the other party or parties thereto, in each case in accordance with its terms, other than any Parent Material Contract which is by its terms no longer in force or effect and except as enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and is subject to general principles of equity. Parent is not in violation or breach of or in default under any Parent Material Contract, nor to Parent’s knowledge is any other party to any such Parent Material Contract, except to the extent any such violation, breach or default would not individually or in the aggregate have a Parent Material Adverse Effect. (b) Except as set forth in Section 4.10(b) of Parent Disclosure Letter and for documents filed or listed as exhibits to Parent SEC Reports filed with the SEC subsequent to December 31, 2003 and prior to the date hereof, as of the date hereof, neither the Company Parent nor any of its subsidiaries Subsidiaries is a party to or is bound by: by any (a) contract, agreement or arrangement (including any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member lease of Parent's Board of Directors, other than those that are terminable by Parent or any of its subsidiaries on no more than thirty real property) (30i) days' notice without liability or financial obligation to Parent; (b) any agreement, contract or commitment containing any covenant that materially limits restricting the right ability of Parent or any of its subsidiaries Subsidiaries (or after the Merger, the Company or any of its Subsidiaries) to engage compete in or conduct any line of business or to compete with engage in business in any person significant geographic area, (ii) relating to indebtedness for borrowed money providing for payment or granting repayment in excess of $20.0 million, (iii) relating to any exclusive distribution rights; material joint venture, partnership, strategic alliance or similar arrangement, (civ) requiring Parent or any agreementof its Subsidiaries to register for resale under the Securities Act any securities of Parent or any of its Subsidiaries, contract or commitment currently in force (v) relating to the disposition or acquisition by Parent or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Parent has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Parent's subsidiaries; (d) any dealer, distributor, joint marketing or development agreement currently in force under which Parent or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or lessbusiness, or any material agreement pursuant to which Parent (vi) providing for performance guarantees or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, contingent payments by Parent or any of its subsidiaries and which may not be canceled without penalty upon notice Subsidiaries, in each case involving more than $15.0 million over the term of ninety the relevant contract, or (90b) days or less; (e) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Parent product or technology or any agreement, contract or commitment currently in force to sell or distribute any Parent products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the Company; (f) any mortgages, indentures, guarantees, loans or credit financial derivatives master agreements, security confirmation, or futures account opening agreements and/or brokerage statements evidencing financial hedging or other agreements or instruments relating to the borrowing of money or extension of credit; (g) any settlement agreement entered into within three (3) years prior to the date of this Agreement; or (h) any other agreement, contract or commitment that has a value of $500,000 or more individually. Neither Parent nor any of its subsidiaries, nor to Parent's knowledge any other party to a Parent Contract (as defined below), is in breach, violation or default under, and neither Parent nor any of its subsidiaries has received written notice that it is in breach, violation or default under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Parent or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the Parent Schedules (any such agreement, contract or commitment, a "PARENT CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Parent Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate)trading activities.

Agreements, Contracts and Commitments. As Except as set forth on Schedule 3.17 of the date hereofDisclosure Schedules, neither the Company nor any of its subsidiaries Target is not a party to or is bound by: (a) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of Parent's Target’s Board of Directors, other than those that are terminable by Parent or any of its subsidiaries Target on no more than thirty (30) days' ’ notice without liability or financial obligation to ParentTarget; (b) 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; (c) any agreement of indemnification or any guaranty other than any agreement of indemnification entered into in connection with the sale or license of computer or communications hardware products in the ordinary course of business; (d) any agreement, contract or commitment containing any covenant that materially limits limiting in any respect the right of Parent or any of its subsidiaries Target to engage in any line of business, conduct business in any geographical area or to compete with any person or granting any exclusive distribution rights; (ce) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Parent or any of its subsidiaries Target after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Parent Target has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Parent's subsidiariesenterprise; (df) any dealer, distributor, joint marketing or development agreement currently in force under which Parent or any of its subsidiaries have Target has continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Parent or any of its subsidiaries have Target has continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Parent or any of its subsidiaries Target and which may not be canceled without penalty upon notice of ninety (90) days or less; (eg) any agreement, contract or commitment currently in force to provide source code to any third party for any product or technology that is material to Target; (h) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Parent product Target product, service or technology or any agreement, contract or commitment currently in force to sell or distribute any Parent Target products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the CompanyParent; (fi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (gj) any settlement agreement entered into within three five (35) years prior to the date of this Agreement; or (hk) any other agreement, contract or commitment that has a value of $500,000 50,000 or more individually. Neither Parent nor any Except as set forth on Schedule 3.17 of its subsidiariesthe Disclosure Schedules, nor Target is not, and to Parent's Target’s knowledge any no other party to a Parent Target Contract (as defined below), is (or with nothing more than notice and/or the passage of time will be) in breach, violation or default under, and neither Parent nor any of its subsidiaries Target has not received written notice that it is in breachhas breached, violation violated or default defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Parent or any of its subsidiaries Target is a party or by which it is bound that are required to be disclosed in the Parent Disclosure Schedules (any such agreement, contract or commitment, a "PARENT CONTRACT"“Target Contract”) in such a manner as would permit any other party to cancel or terminate any such Parent Target Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate). Each Target Contract is in full force and effect, and is a legal, valid and binding obligation of Target and, to the knowledge of Target, each of the other parties thereto, enforceable in accordance with its terms, except (a) that the enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and (b) as would not, individually or in the aggregate, be reasonably expected to result in a Material Adverse Effect on Target.

Agreements, Contracts and Commitments. As of Except as filed as an exhibit to the date hereofCardiac SEC Documents, neither the Company Cardiac nor any of its subsidiaries Subsidiaries is a party to or is bound by: (a) any employment or consulting agreement, contract or commitment with any executive officer or director or higher level employee or member of Parent's Board of Directorsdirector, other than those that are terminable by Parent Cardiac or any of its subsidiaries Subsidiaries on no more than thirty (30) days' ’ notice without liability or financial obligation to ParentCardiac; (b) 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; (c) any agreement of indemnification or any guaranty other than any agreement of indemnification entered into in the ordinary course of business, that would not reasonably be expected to have a Cardiac Material Adverse Effect, or any guaranty of the obligations of a Subsidiary of Cardiac; (d) any agreement, contract or commitment containing any covenant that materially limits limiting in any respect the right of Parent Cardiac or any of its subsidiaries Subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rightswhich limits Cardiac’s access to certain segments of a specified market; (ce) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Parent Cardiac or any of its subsidiaries Subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Parent Cardiac has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Parent's subsidiariesCardiac’s Subsidiaries; (df) any dealer, distributor, joint marketing or development agreement currently in force under which Parent Cardiac or any of its subsidiaries Subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety one hundred twenty (90120) days or less, or any material agreement pursuant to which Parent Cardiac or any of its subsidiaries Subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Parent Cardiac or any of its subsidiaries Subsidiaries and which may not be canceled without penalty upon notice of ninety one hundred twenty (90120) days or less; (eg) any agreement, contract or commitment currently in force to provide source code to any third party for any product or technology that is material to Cardiac and its Subsidiaries taken as a whole; (h) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Parent product Cardiac product, service or technology or any agreement, contract or commitment currently in force to sell or distribute any Parent Cardiac products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the CompanyXxxxxxx; (fi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of creditcredit (other than trade debt incurred in the ordinary course of business); (gj) any settlement agreement entered into within three (3) years prior to the date of this AgreementAgreement with respect to which Cardiac has contingent obligations of a material nature; or (hk) any other agreement, contract or commitment that has a value that, either individually or taken together with all other contracts with the same party, will, if fulfilled in accordance with its terms, result in payments being made by Cardiac in excess of $500,000 or more individually1,000,000 in the calendar year ending December 31, 2005. Neither Parent Cardiac nor any of its subsidiariesSubsidiaries, nor to Parent's knowledge Cardiac’s Knowledge any other party to a Parent Cardiac Contract (as defined below), is in breach, violation or default under, and neither Parent Cardiac nor any of its subsidiaries Subsidiaries has received written notice that it is in breachhas breached, violation violated or default defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Parent Cardiac or any of its subsidiaries Subsidiaries is a party or by which it is bound that are either filed as an exhibit to any Cardiac SEC Document or required to be disclosed in the Parent Schedules Cardiac Disclosure Letter (any such agreement, contract or commitment, a "PARENT CONTRACT"“Cardiac Contract”) in such a manner as would permit any other party to cancel or terminate any such Parent Cardiac Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. As Schedule 3.27 lists all leases, contracts, agreements and instruments to which it is a party as of the date hereofhereof and which are in any single case of material importance to the conduct of the business of Bradley (true and correct copies of each such document requested by xxx Xxxtnership have been previously delivered to the Partnership and a written description of each oral arrangement so listed). Except as set forth in Schedule 3.27, neither Bradley does not have as of the Company nor date hereof (i) any of its subsidiaries is a party to collective bargaxxxxx xgreements or is bound by: any agreements that contain any severance pay liabilities or obligations, (aii) any bonus, deferred compensation, pension, profit-sharing or retirement plans, programs or other similar employee benefit arrangements, (iii) any employment or consulting agreement, contract or commitment with an employee, or agreements to pay severance, (iv) any officer agreement of guarantee or director indemnification running from Bradley to any person or higher level employee entity, (v) any agreement, indenture or member othxx xxxxrument for borrowed money and any agreement or other instrument which contains restrictions with respect to payment of Parent's Board of Directors, other than those that are terminable by Parent dividends or any other distribution in respect of its subsidiaries on no more than thirty the Converted Securities or any other outstanding securities, (30) days' notice without liability or financial obligation to Parent; (bvi) any agreement, contract or commitment containing any covenant that materially limits limiting the right freedom of Parent or any of its subsidiaries Bradley to engage in any line of business or to compete with any person or granting any exclusive distribution rights; person, (cxxx) any agreement, contract or commitment currently relating to capital expenditures in force excess of $25,000 and involving future payments, (viii) amy agreement, contract or commitment relating to the disposition or acquisition by Parent or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course or capital stock of any business or pursuant to which Parent has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Parent's subsidiaries; (d) any dealer, distributor, joint marketing or development agreement currently in force under which Parent or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or lessenterprise, or any material agreement pursuant to which Parent or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Parent or any of its subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (eix) any agreement, contract or commitment currently not made in force the ordinary course of business. Except as set forth in Schedule 3.27, Bradley has not breached, nor to license Bradley's Knowledge is there any third party to manufacture clxxx xx any legal basis for a claix xxxx Xxadley has breached, any of the terms or reproduce conditions of any Parent product or technology or any agreementagreemenx, contract xxxxract or commitment currently in force to sell or distribute any Parent products, service or technology except agreements with distributors or sales representative set forth in the normal course Schedules or of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the Company; (f) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (g) any settlement agreement entered into within three (3) years prior to the date of this Agreement; or (h) any other agreement, contract or commitment that has a value of $500,000 or more individually. Neither Parent nor any of its subsidiaries, nor to Parent's knowledge any other party to a Parent Contract (as defined below), is in breach, violation or default under, and neither Parent nor any of its subsidiaries has received written notice that it is in breach, violation or default under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Parent or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the Parent Schedules (any such agreement, contract or commitment, which breach would have a "PARENT CONTRACT") in such a manner as would permit any other party to cancel Material Adverse Effect on Bradley or terminate any such Parent Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate)Properties.

Agreements, Contracts and Commitments. As (a) Except as set forth in Section 2.20(a) of the date hereofCompany Schedule, neither the Company nor any of its subsidiaries is a party to or is bound by: (ai) any employment or consulting agreement, contract or commitment with any officer or director or higher level officer, director, the Company employee currently earning an annual salary in excess of $100,000 or member of Parentthe Company's Board of Directors, other than those that are terminable by Parent the Company or any of its subsidiaries on no more than thirty (30) calendar days' notice without liability or financial obligation to Parentthe Company; (bii) 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; (iii) any material agreement of indemnification or any guaranty other than any agreement of indemnification entered into in connection with the sale or license of software products in the ordinary course of business; (iv) any material agreement, contract or commitment containing any covenant that materially limits limiting in any respect the right of Parent the Company or any of its subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (cv) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Parent the Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Parent the Company or any of its subsidiaries has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Parentthe Company's subsidiaries; (dvi) any dealer, distributor, joint marketing or development agreement currently in force under which Parent the Company or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) calendar days or less, or any material agreement pursuant to which Parent the Company or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Parent the Company or any of its subsidiaries and which may not be canceled without penalty upon notice of ninety (90) calendar days or less; (evii) any agreement, contract or commitment currently in force to provide source code to any third party for any product or technology that is material to the Company and its subsidiaries taken as a whole; (viii) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Parent product Company product, service or technology or any agreement, contract or commitment currently in force to sell or distribute any Parent Company products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) calendar days or less and substantially in the form previously provided to the CompanyParent; (fix) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (gx) to the knowledge of the Company, any material settlement agreement entered into within three five (35) years prior to the date of this AgreementAgreement which has not yet been fully performed or which contains provisions that restrict or otherwise govern the conduct of business by the Company or any of its subsidiaries; or (hxi) any other agreement, contract or commitment that has a value of $500,000 100,000 or more individually. individually or annually. (b) Neither Parent the Company nor any of its subsidiaries, nor to Parentthe Company's knowledge any other party to a Parent Company Contract (as defined below), is in breach, violation or default under, and neither Parent the Company nor any of its subsidiaries has received written notice that it is in breachhas breached, violation violated or default defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Parent the Company or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the Parent Schedules Company Schedule (any such agreement, contract or commitment, a "PARENT COMPANY CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Parent Company Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate). The Company has made available to Parent true and correct copies of any contracts the Company may have with its top ten customers.

Agreements, Contracts and Commitments. As of the date hereof, ------------------------------------- neither the Company nor any of its subsidiaries Subsidiaries is a party to or is bound by: (a) any employment oral or written plan, contract or arrangement which requires aggregate payments by the Company or any of its Subsidiaries in excess of $50,000, which provides for bonuses, pensions, deferred compensation, severance pay or benefits, retirement payments, profit-sharing, or the like; (b) any oral or written consulting agreement, contract or commitment with any officer independent contractor or director or higher level employee or member of Parent's Board of Directors, consultant other than those that are terminable by Parent the Company or any of its subsidiaries Subsidiaries on no more than thirty (30) days' notice without liability or financial obligation to Parentobligation, or any oral or written consulting agreement, contract or commitment with any independent contractor or consultant under which any benefits of which are contingent upon the occurrence of a transaction involving the Company of the nature of any of the transactions contemplated by this Agreement; (bc) any joint marketing agreement, joint development agreement, joint venture contract or agreement, or any other agreement currently in force under which the Company or any of its Subsidiaries have continuing obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of thirty (30) days or less, or any agreement pursuant to which the Company or any of its Subsidiaries have continuing obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by the Company or any of its Subsidiaries and which may not be canceled without penalty upon notice of thirty (30) days or less, or which has involved, or is expected to involve, a sharing of profits with other persons; (d) any existing OEM agreement, VAR agreement, distribution agreement, volume purchase agreement, or other similar agreement in which the annual amount involved in 1997 exceeded, or is expected to exceed in 1998, $50,000 in aggregate amount or pursuant to which the Company or any of its Subsidiaries has granted or received most favored customer provisions or exclusive marketing rights related to any product, group of products or territory; (e) any agreement, contract, mortgage, indenture, lease, instrument, license, franchise, permit, concession, arrangement, commitment or authorization which may be, by its terms, terminated or breached by reason of the execution of this Agreement, the Merger, or the consummation of the transactions contemplated hereby or thereby; (f) except for trade indebtedness incurred in the ordinary course of business, any loan, note, indenture, or other instrument evidencing or related in any way to indebtedness in excess of $50,000 incurred in the acquisition of companies or other entities, or any indebtedness in excess of $50,000 for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, indemnification or otherwise; (g) any agreement, contract, or commitment containing covenants purporting to limit the Company's freedom or that of any of its Subsidiaries to (i) engage in any line of business, (ii) compete in any geographic area or with any third party, or (iii) grant any exclusive distribution rights; (h) any agreement of indemnification or any guaranty other than any agreement of indemnification entered into in connection with the sale or license of software products in the ordinary course of business; (i) any license agreement, either as licensor or licensee, excluding End-User Licenses, or any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Company product, service or technology except as a distributor in the normal course of business; (j) any agreement, contract or commitment containing any covenant that materially limits the right relating to capital expenditures and involving future obligations in excess of Parent or any of its subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights$100,000; (ck) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Parent the Company or any of its subsidiaries Subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Parent the Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Parentthe Company's subsidiariesSubsidiaries; (d) any dealer, distributor, joint marketing or development agreement currently in force under which Parent or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Parent or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Parent or any of its subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (e) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Parent product or technology or any agreement, contract or commitment currently in force to sell or distribute any Parent products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the Company; (f) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (g) any settlement agreement entered into within three (3) years prior to the date of this Agreement; or (hl) any other agreement, contract or commitment that has a value is material to the Company or to any of $500,000 or more individuallyits Subsidiaries. Neither Parent the Company nor any of its subsidiariesSubsidiaries, nor to Parentthe Company's knowledge any other party to any of the agreements, contracts or commitments to which the Company or any of its Subsidiaries is a Parent Contract party or by which any of them are bound that are required to be disclosed in the Company Disclosure Schedule pursuant to Section 4.15 or this Section 4.16 ("Company Contracts") is, as defined below)of ----------------- the date hereof, is in breach, violation or default under, and neither Parent any Company Contract, except for breaches, violations or defaults that in the aggregate would not have a Material Adverse Effect. Neither the Company nor any of its subsidiaries Subsidiaries has received written notice that it is in breachhas breached, violation violated or default defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Parent or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the Parent Schedules (any such agreement, contract or commitment, a "PARENT CONTRACT") Company Contract in such a manner as would permit any other party to cancel or terminate any such Parent Company Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. As of the date hereof, neither the Company nor any of its subsidiaries is a party to or is bound by: (a) any employment Section 2.9(a) of the Company Disclosure Schedule set forth each agreement (or consulting agreementseries of related agreements), contract or commitment with any officer (whether written or director oral) to which the Company or higher level employee its Subsidiaries is a party that (i) provides for payments to third parties which cannot be terminated by the Company without penalty or member payment upon notice of Parent's Board of Directors, other than those that are terminable by Parent or any of its subsidiaries on no more than thirty (30) days' notice without liability days or financial less; (ii) grants any third party rights to license, market or sell any of the Company’s or its Subsidiaries products or services; (iii) grants any third party “most favored nation” pricing status; (iv) establishes a partnership or joint venture; (vi) creates, incurs, assumes or guarantees any obligation or indebtedness; (v) creates a security interest in, or allows for the transfer of, any assets of the Company or its Subsidiaries, whether tangible or intangible; (vii) provides for employment or consulting; (viii) involves any officer, director, stockholder or Affiliate (as defined in Section 2.21(a)) of the Company; (ix) imposes upon the Company or its Subsidiaries any obligation of confidentiality, non-competition or non-solicitation; (x) requires the Company or its Subsidiaries to Parent; indemnify any party thereto; (bxi) could reasonably be expected to result in a Company Material Adverse Effect in the event of default or termination of such agreement; and (xii) any agreement, contract or commitment containing any covenant that materially limits the right of Parent or any of its subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (c) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Parent or any of its subsidiaries after the date of this Agreement of a material amount of assets other agreement which was not entered into in the ordinary course of business or pursuant to which Parent has any material ownership interest in any corporation(collectively, partnership, joint venture or other business enterprise other than Parent's subsidiaries;the “Company Material Contracts”). (db) any dealer, distributor, joint marketing or development agreement currently in force under which Parent or any of Neither the Company nor its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or lessSubsidiaries has breached, or received in writing any material agreement pursuant to which Parent claim or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Parent or any of its subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (e) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Parent product or technology or any agreement, contract or commitment currently in force to sell or distribute any Parent products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the Company; (f) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (g) any settlement agreement entered into within three (3) years prior to the date of this Agreement; or (h) any other agreement, contract or commitment that has a value of $500,000 or more individually. Neither Parent nor any of its subsidiaries, nor to Parent's knowledge any other party to a Parent Contract (as defined below), is in breach, violation or default under, and neither Parent nor any of its subsidiaries has received written notice threat that it is in breach, violation or default underhas breached, any of the material terms or conditions of any of the agreements, contracts or commitments to which Parent or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the Parent Schedules (any such agreement, contract or commitment, a "PARENT CONTRACT") Company Material Contract in such a manner as would permit any other party thereto to cancel or terminate any such Parent Contractthe same or to collect material damages from the Company or its Subsidiaries. (c) Each Company Material Contract that has not expired or otherwise been terminated in accordance with its terms is valid, or would permit any binding, enforceable and in full force and effect and, to the knowledge of the Company, no other party to seek such contract is in default in any material damages or other remedies respect. (for any or all d) The Company has delivered to Parent a true, complete and correct copy of such breaches, violations or defaults, each agreement listed in Section 2.9(a) of the aggregate)Company Disclosure Schedule.

Agreements, Contracts and Commitments. As of Except as otherwise set forth in the date hereofGeoCities Schedules, neither the Company GeoCities nor any of its subsidiaries is a party to or is bound by: (a) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of Parent's GeoCities' Board of Directors, other than those that are terminable by Parent GeoCities or any of its subsidiaries on no more than thirty (30) days' days notice without liability or financial obligation obligation, except to Parentthe extent general principles of wrongful termination law may limit GeoCities' or any of its subsidiaries' ability to terminate employees at will, or any consulting agreement; (b) 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; (c) any agreement of indemnification or any guaranty; (d) any agreement, contract or commitment containing any covenant that materially limits limiting in any respect the right of Parent GeoCities or any of its subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (ce) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Parent GeoCities or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Parent GeoCities has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Parent's GeoCities' subsidiaries; (df) any dealerlicensing, distributordistribution, joint marketing sponsorship, advertising, merchant program or development other similar agreement currently in force under to which Parent GeoCities or any one of its subsidiaries have continuing material obligations to jointly market any product, technology or service and is a party which may not be canceled by GeoCities or its subsidiaries, as the case may be, without penalty in excess of $50,000 upon notice of ninety (90) 45 days or less, less or any material agreement pursuant which provides for payments by or to which Parent GeoCities or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or an amount in part, by Parent or any excess of its subsidiaries and which may not be canceled without penalty upon notice $50,000 over the term of ninety (90) days or lessthe agreement; (eg) any agreement, contract or commitment currently in force to license provide source code to any third party to manufacture or reproduce for any Parent product or technology or any agreement, contract or commitment currently in force to sell or distribute any Parent products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the Company; (f) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (g) any settlement agreement entered into within three (3) years prior to the date of this Agreementtechnology; or (h) any other agreement, contract or commitment currently in effect that has a value of $500,000 or more individuallyis material to GeoCities' business as presently conducted and proposed to be conducted. Neither Parent GeoCities nor any of its subsidiaries, nor to Parent's GeoCities' knowledge any other party to a Parent GeoCities Contract (as defined below), is in breach, violation or default under, and neither Parent GeoCities nor any of its subsidiaries has received written notice (or to its knowledge, any other form of notice) that it is in breachhas breached, violation violated or default defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Parent GeoCities or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the Parent GeoCities Schedules pursuant to clauses (a) through (h) above or pursuant to Section 2.9 hereof (any such agreement, contract or commitment, a "PARENT GEOCITIES CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Parent ContractGeoCities Contract the effect of which would have a Material Adverse Effect on GeoCities, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. As of Except for the date hereofLicense -------------------------------------- Agreement and as set forth in Schedule 4.11 attached hereto, neither the Company nor any of its subsidiaries is not ------------- a party to or is bound by: (a) any collective bargaining agreements; (b) any bonus, deferred compensation, incentive compensation, pension, profit-sharing or retirement plans, or any other employee benefit plans or arrangements; (c) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of Parent's Board of Directorsemployee, other than those that are not terminable by Parent or any of its subsidiaries the Company on no more than thirty (30) days' notice without liability or financial obligation liability, except to Parentthe extent general principles of wrongful termination law may limit the Company's ability to terminate employees at will; (bd) any agreement of indemnification or guaranty not entered into in the ordinary course of business other than indemnification agreements between the Company or any of its subsidiaries and any of its officers or directors; (e) any agreement, contract or commitment containing any covenant that materially limits limiting the right freedom of Parent or any of its subsidiaries the Company to engage in any line of business or to compete with any person or granting any exclusive distribution rightsperson; (cf) any agreement, contract or commitment relating to capital expenditures and involving future obligations in excess of $50,000 and not cancelable without penalty; (g) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Parent or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Parent has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Parent's subsidiariesenterprise; (d) any dealer, distributor, joint marketing or development agreement currently in force under which Parent or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Parent or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Parent or any of its subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (e) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Parent product or technology or any agreement, contract or commitment currently in force to sell or distribute any Parent products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the Company; (fh) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (gi) any settlement joint marketing or development agreement; (j) any distribution agreement entered into within three (3) years prior to the date of this Agreementidentifying any that contain exclusivity provisions); or (hk) any other agreement, contract or commitment that has a value (excluding real and personal property leases) which involve payment by the Company under any such agreement, contract or commitment of $500,000 50,000 or more individuallyin the aggregate and is not cancelable without penalty within thirty (30) days. Neither Parent nor any of its subsidiariesthe Company, nor to Parentthe Company's knowledge any other party to a Parent Company Contract (as defined below), is in breachhas breached, violation violated or default defaulted under, and neither Parent nor any of its subsidiaries has or received written notice that it is in breachhas breached, violation violated or default defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Parent or any of its subsidiaries the Company is a party or by which it is bound that are required to be disclosed of the type described in the Parent Schedules clauses (a) through (k) above (any such agreement, contract or commitment, a "PARENT CONTRACTCompany Contract") in such a manner as would permit any other party to cancel or terminate any such Parent Company Contract, or would permit any other party to seek damages, which would have a material damages adverse effect on the business, financial condition or other remedies (for any or all affairs of such breaches, violations or defaults, in the aggregate)Company.

Agreements, Contracts and Commitments. As Except as otherwise set forth in Part 2.17 of the FAS Schedules, as of the date hereof, neither the Company nor any of its subsidiaries hereof FAS is not a party to or is bound by: (a) any employment or consulting agreement, contract or commitment currently in force with any employee, officer or director or higher level employee or member of ParentFAS's Board of Directors, other than those that are terminable by Parent FAS or any of its subsidiaries on no more than thirty (30) days' notice without liability or financial obligation obligation, except to Parentthe extent general principles of wrongful termination law may limit FAS's ability to terminate employees at will; (b) any agreement of indemnification or any guaranty by FAS currently in force other than any agreement of indemnification entered into in connection with the sale or license of software products in the ordinary course of business; (c) any agreement, contract or commitment containing any covenant that materially limits currently in force limiting in any respect the right of Parent or any of its subsidiaries FAS to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (cd) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Parent or any of its subsidiaries FAS after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Parent FAS has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than ParentFAS's subsidiaries; (de) any dealer, distributor, joint marketing or development agreement currently in force under which Parent FAS or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Parent or any of its subsidiaries have FAS has continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Parent or any of its subsidiaries FAS and which may not be canceled without penalty upon notice of ninety (90) days or less; (ef) any agreement, contract or commitment currently in force to license provide source code to any third party to manufacture or reproduce for any Parent product or technology that is material to FAS; (g) any agreement or plan currently in force, 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; (h) any agreement, contract or commitment currently in force to sell or distribute any Parent FAS products, service or technology except agreements with distributors or sales representative representatives in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided or made available to the CompanyPurchaser; (fi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments currently in force relating to the borrowing of money or extension of credit; (gj) any settlement agreement entered into within three two (32) years prior to the date of this Agreement; or (hk) any other agreement, contract or commitment that has a value of $500,000 50,000 or more individually. Neither Parent nor any of its subsidiariesFAS, nor to ParentFAS's knowledge any other party to a Parent Contract (as defined below)material Contract, is in breach, violation or default under, and neither Parent nor any of its subsidiaries FAS has not received written notice that it is in breachhas breached, violation violated or default defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments material Contract to which Parent or any of its subsidiaries FAS is a party or by which it is bound that are required to be disclosed in the Parent Schedules (any such agreementbound, contract or commitment, a "PARENT CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Parent material Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. As Except as set forth in Section 3.15 and Section 3.2(b) of the date hereofParent Disclosure Letter, Parent is neither the Company nor any of its subsidiaries is a party to or nor is bound by: (a) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of Parent's ’s Board of Directors, other than those that are terminable by Parent or any of its subsidiaries on no more than thirty (30) days' days notice without liability or financial obligation to Parentobligation; (b) 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; (c) any agreement of indemnification or guaranty not entered into in the ordinary course of business other than indemnification agreements between Parent and any of its officers or directors; (d) any agreement, contract or commitment containing any covenant that materially limits limiting the right freedom of Parent or any of its subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (ce) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Parent or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Parent has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Parent's subsidiaries; (d) any dealer, distributor, joint marketing or development agreement currently in force under which Parent or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Parent or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Parent or any of its subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (e) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Parent product or technology or any agreement, contract or commitment currently in force to sell or distribute any Parent products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the Company;enterprise; or (f) any mortgages, indentures, guarantees, loans material joint marketing or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (g) any settlement agreement entered into within three (3) years prior to the date of this Agreement; or (h) any other development agreement, contract or commitment that has a value of $500,000 or more individually. Neither Parent nor any of its subsidiariesParent, nor to Parent's ’s knowledge any other party to a Parent Contract (as defined below), is in breachhas breached, violation violated or default defaulted under, and neither Parent nor any of its subsidiaries has or received written notice that it is in breach, violation has breached violated or default defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Parent or any of its subsidiaries is a party or by which it is bound that are required to be disclosed of the type described in the Parent Schedules clauses (a) through (f) above (any such agreement, contract or commitment, a "PARENT CONTRACT"“Parent Contract”) in such a manner as would permit any other party to cancel or terminate any such Parent Contract, or would permit any other party to seek damages, which would be reasonably likely to be material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate)to Parent.

Agreements, Contracts and Commitments. As On or before December 31, 2005, the Company shall provide Purchaser with a list that sets forth each of the date hereofmaterial agreements, neither contracts, licenses, or other arrangements of the type listed below, by which the Company nor any of its subsidiaries is a party to or is bound by:by (the “Material Contracts List”): (a) any employment or consulting agreement, contract or commitment currently in force with any employee, officer or director or higher level employee or member of Parent's the Company’s Board of Directors, other than those that are terminable by Parent the Company or any of its subsidiaries on no more than thirty (30) days' ’ notice without liability or financial obligation obligation, except to Parentthe extent general principles of wrongful termination law may limit the Company’s ability to terminate employees at will; (b) any agreement of indemnification or any guaranty by the Company currently in force other than any agreement of indemnification entered into in connection with the sale or license of software products in the ordinary course of business; (c) any agreement, contract or commitment containing any covenant that materially limits currently in force limiting in any respect the right of Parent or any of its subsidiaries the Company to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (cd) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Parent or any of its subsidiaries the Company after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Parent the Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Parent's the Company’s subsidiaries; (de) any dealer, distributor, joint marketing or development agreement currently in force under which Parent the Company or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Parent or any of its subsidiaries have the Company has continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Parent or any of its subsidiaries the Company and which may not be canceled without penalty upon notice of ninety (90) days or less; (ef) any agreement, contract or commitment currently in force to license provide source code to any third party to manufacture or reproduce for any Parent product or technology that is material to the Company; (g) any agreement or plan currently in force, 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; (h) any agreement, contract or commitment currently in force to sell or distribute any Parent of the Company products, service or technology except agreements with distributors distributors, vendors or sales representative representatives in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided or made available to the CompanyPurchaser; (fi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments currently in force relating to the borrowing of money or extension of credit; (gj) any settlement agreement entered into within three two (32) years prior to the date of this Agreement; or (hk) any other agreement, contract or commitment that has a value of $500,000 50,000 or more individually. . (l) Neither Parent nor any of its subsidiariesthe Company, nor to Parent's the Company’s knowledge any other party to a Parent Contract (as defined below)material Contract, is in material breach, violation or default under, and neither Parent nor any of its subsidiaries the Company has not received written notice that it is in breachhas breached, violation violated or default defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments material Contract to which Parent or any of its subsidiaries the Company is a party or by which it is bound that are required to be disclosed in the Parent Schedules (any such agreementbound, contract or commitment, a "PARENT CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Parent material Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. As of the date hereof, neither the Company nor any of its subsidiaries Seller is not a party to or is bound by: (a) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of ParentSeller's Board of Directors, other than those that are terminable by Parent or any of its subsidiaries Seller on no more than thirty (30) days' notice without liability or financial obligation to Parentthe Seller; (b) 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; (c) any agreement of indemnification or any guaranty other than any agreement of indemnification entered into in connection with the sale or license of software products in the Ordinary Course of Business; (d) any agreement, contract or commitment containing any covenant that materially limits limiting in any respect the right of Parent or any of its subsidiaries Seller to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (ce) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Parent or any of its subsidiaries Seller after the date of this Agreement of a material amount of assets not in the ordinary course Ordinary Course of business Business or pursuant to which Parent Seller has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Parent's subsidiariesenterprise; (df) any dealer, distributor, joint marketing or development agreement currently in force under which Parent or any of its subsidiaries have Seller has continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Parent or any of its subsidiaries have Seller has continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Parent or any of its subsidiaries Seller and which may not be canceled without penalty upon notice of ninety (90) days or less; (eg) any agreement, contract or commitment currently in force to provide source code to any third party for any product or technology that is material to Seller; (h) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Parent product Seller product, service or technology or any agreement, contract or commitment currently in force to sell or distribute any Parent Seller products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the CompanyBuyer; (fi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of creditcredit or granting any Lien on any assets or properties of the Seller; (gj) any settlement agreement entered into within three five (35) years prior to the date of this Agreement; or; (hk) any other agreement, contract or commitment that has a value of $500,000 50,000 or more individually. Neither Parent nor ; (l) any agreement (or group of related agreements) for the lease of personal property to or from any person that involves aggregate annual payments of more than $20,000; (m) any agreement under which the consequences of a default or termination could have a Material Adverse Effect on the Seller; (n) any agreement (or group of related agreements) for the purchase or sale of commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year or involve consideration in excess of $20,000; (o) any agreement for the purchase of supplies, components, products or services from single source suppliers, custom manufacturers or subcontractors that involves aggregate annual payments of more than $20,000; (p) any agreement concerning a partnership or joint venture; (q) any agreement with any Seller stockholder or any of such Seller stockholder's affiliates (other than the Seller) or with any affiliate of the Seller; (r) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other plan or arrangement for the benefit of its current or former directors, officers or employees; (s) any collective bargaining agreement; (t) any executory agreement under which the Seller has advanced or loaned any amount to any of its subsidiariesdirectors, officers, and employees; (u) any advertising services, e-commerce or other agreement involving the promotion of products and services of third parties by the Seller; (v) any executory agreement pursuant to which the Seller is obligated to provide maintenance, support or training for its services or products; (w) any revenue or profit participation agreement which involves aggregate annual payments of more than $20,000; and (x) any license, agreement or other permission which the Seller or any affiliate of the Seller has granted to any third party with respect to any of the Intellectual Property used in the Seller's business. Neither Seller, and to Seller's or the Affiliates' knowledge, nor to Parent's knowledge any other party to a Parent Seller Contract (as defined below), is in breach, violation or default under, and neither Parent nor any of its subsidiaries Seller has not received written notice that it is in breachhas breached, violation violated or default defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Parent or any of its subsidiaries Seller is a party or by which it is bound that are required to be disclosed in the Parent Schedules Seller Schedule (any such agreement, contract or commitment, a "PARENT SELLER CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Parent Seller Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. As of the date hereof, neither the The Company nor any of its subsidiaries is not a party to or is bound by: (a) any employment or consulting agreement, contract or commitment Contract with any officer or director or higher level employee or member of Parentthe Company's Board of Directors, other than those offer letters granted and employee invention assignment agreements entered into upon the commencement of employment of an officer or higher-level employee (provided that such agreements do not contain any excepted inventions that are terminable by related to any Intellectual Property used in connection with the Company Products) and stock option and stock option exercise agreements entered into with such officers and employees, in each case, pursuant to the standard forms and as previously provided to Parent or any (with no material differences from the terms of its subsidiaries on no more than thirty (30) days' notice without liability or financial obligation to Parentsuch standard forms); (b) any agreementContract or plan, contract including, without limitation, any stock option plan, or commitment stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased or triggered, 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; (c) any Contract of indemnification or any guaranty other than any Contract of indemnification entered into in connection with the sale, license, distribution and development of Intellectual Property and advertising in the Ordinary Course of Business; (d) any Contract containing any covenant that materially limits limiting in any respect the right of Parent or any of its subsidiaries the Company to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (ce) any agreement, contract or commitment Contract currently in force relating to the disposition or acquisition by Parent or any of its subsidiaries the Company after the date of this Agreement of a material amount of assets not in the ordinary course Ordinary Course of business or Business (f) any Contract pursuant to which Parent the Company has any material ownership interest in in, or has any obligation or commitment to obtain any ownership interest in, any corporation, partnership, joint venture or other business enterprise other than Parent's subsidiariesenterprise; (dg) any dealer, distributor, joint marketing or development agreement Contract currently in force under which Parent or any of its subsidiaries have the Company has a continuing material obligations obligation to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety one hundred eighty (90180) days or less, or any material agreement Contract pursuant to which Parent or any of its subsidiaries have the Company has a continuing material obligations obligation to jointly develop any intellectual property that will not be owned, in whole or in part, by Parent or any of its subsidiaries the Company and which may not be canceled without penalty upon notice of ninety one hundred eighty (90180) days or less; (eh) any agreement, contract Contract currently in force to provide source code to any third party for any product or commitment technology; (i) any Contract currently in force to license any third party to manufacture or reproduce any Parent product Company product, service or technology or any agreement, contract or commitment Contract currently in force to sell or distribute any Parent Company products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the Companytechnology; (fj) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements Contracts or instruments relating to the borrowing of money or extension of creditcredit or granting any Lien on any assets or properties of the Company, other than capital equipment leases with aggregate annual payments of less than $10,000; (gk) any settlement agreement entered into within three (3) years prior to the date of this Agreement; orAgreement pursuant to which the Company has continuing obligations or rights; (hl) any other agreement, contract or commitment Contract that has a value requires aggregate payments by the Company thereunder of $500,000 30,000 or more individually. Neither Parent nor ; (m) any Contract (or group of related Contracts) for the lease of personal property to or from any person that involves aggregate annual payments of more than $20,000; (n) any Contract under which the consequences of a default or termination could reasonably be anticipated to have a Material Adverse Effect on the Company; (o) any Contract (or group of related Contracts) for the purchase or sale of commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than six (6) months or involve consideration in excess of $20,000; (p) any Contract for the purchase of supplies, components, products or services from single source suppliers, custom manufacturers or subcontractors that involves aggregate annual payments of more than $20,000; (q) any Contract concerning a partnership or joint venture; (r) any Contract with any Company Shareholder or any of such Company Shareholder's Affiliates (other than the Company) or with any Affiliate of the Company; (s) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other plan or arrangement for the benefit of its current directors, officers or employees, or for the benefit of former directors, officers or employees under which the Company has further obligations; (t) any collective bargaining agreement; (u) any executory agreement under which the Company has advanced or loaned any amount to any of its subsidiariesdirectors, officers, and employees; (v) any advertising services, e-commerce or other Contract involving the promotion of products and services of third parties by the Company; (w) any executory Contract pursuant to which the Company is obligated to provide maintenance, support or training for its services or products; (x) any revenue or profit participation Contract which involves aggregate annual payments of more than $20,000; and (y) any Contract pursuant to which the Company or any Affiliate of the Company has granted any rights to any third party with respect to any of the Intellectual Property used in the Company's business, other than license agreements entered into with customers or distributors of the Company's Music Service entered into in the Ordinary Course of Business. Neither the Company, nor to Parentthe Company's knowledge Knowledge any other party to a Parent Company Contract (as defined below), is in breach, violation or default under, and neither Parent nor any of its subsidiaries the Company has not received written notice that it is in breachhas breached, violation violated or default defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments Contracts to which Parent or any of its subsidiaries the Company is a party or by which it is bound that are required to be disclosed in the Parent Schedules Company Schedule (any such agreement, contract Contract or commitment, a "PARENT COMPANY CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Parent Contract, or would permit any other party to seek material damages or other material remedies (for any or all of such breaches, violations or defaults, in the aggregate)) or would otherwise have a Material Adverse Effect on the Company, individually or in the aggregate.

Agreements, Contracts and Commitments. As Except as set forth in Section 2.17 of the date hereofWEST Disclosure Schedule, neither the Company WEST nor any of its subsidiaries is a party to or is bound by, whether written or oral: (a) any collective bargaining agreements; (b) any bonus, deferred compensation, incentive compensation, pension, profit-sharing or retirement plans, or any other employee benefit plans or arrangements; (c) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of Parent's Board of Directorsemployee, other than those that are not terminable by Parent WEST or any of its subsidiaries on no more than thirty (30) days' days notice without liability or financial obligation to Parentliability; (bd) 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; (e) any agreement of indemnification or guaranty not entered into in the ordinary course of business; (f) any agreement, contract or commitment containing any covenant that materially limits limiting the right freedom of Parent WEST or any of its subsidiaries to engage in any line of business or to business, compete with any person or granting do business in any exclusive distribution rightsgeographic area; (cg) any agreement, contract or commitment relating to capital expenditures and involving future obligations in excess of $100,000 and not cancelable; (h) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Parent or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Parent has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Parent's subsidiariesenterprise; (d) any dealer, distributor, joint marketing or development agreement currently in force under which Parent or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Parent or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Parent or any of its subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (e) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Parent product or technology or any agreement, contract or commitment currently in force to sell or distribute any Parent products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the Company; (fi) any mortgages, capital leases, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (g) , other than any settlement agreement such agreements and instruments entered into within three (3) years prior to after the date hereof in the ordinary course of this Agreementbusiness consistent with past practice; or (hj) any other agreement, contract or commitment that has a value (excluding real and personal property leases) which involve payment by WEST or any of its subsidiaries under any such agreement, contract or commitment of $500,000 100,000 or more individuallyin the aggregate which is not cancelable without penalty within thirty (30) days, other than any such agreements and instruments entered into after the date hereof in the ordinary course of business consistent with past practice. Neither Parent WEST nor any of its subsidiaries, nor to ParentWEST's knowledge knowledge, any other party to a Parent WEST Contract (as defined below), is in breachhas breached, violation violated or default defaulted under, and neither Parent nor any of its subsidiaries has or received written notice that it is in breachhas breached, violation violated or default defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Parent WEST or any of its subsidiaries is a party or by which it any of them is bound that are required to be disclosed of the type described in the Parent Schedules clauses (a) through (j) above (any such agreement, contract or commitment, a "PARENT CONTRACTWEST Contract") in such a manner as would permit any other party to cancel or terminate any such Parent WEST Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breachesdamages, violations or defaults, in the aggregate)which could reasonably be expected to have a Material Adverse Effect on WEST.

Agreements, Contracts and Commitments. As of the date hereof, neither the Company nor any of its subsidiaries Xxxxxxx is not a party to or is bound by: (a) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of Parent's Xxxxxxx'x Board of Directors, other than those that are terminable by Parent or any of its subsidiaries Xxxxxxx on no more than thirty (30) days' notice without liability or financial obligation to ParentXxxxxxx; (b) 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; (c) any agreement of indemnification or any guaranty other than any agreement of indemnification entered into in connection with the sale or license of software products in the Ordinary Course of Business; (d) any agreement, contract or commitment containing any covenant that materially limits limiting in any respect the right of Parent or any of its subsidiaries Xxxxxxx to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (ce) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Parent or any of its subsidiaries Xxxxxxx after the date of this Agreement of a material amount of assets not in the ordinary course Ordinary Course of business Business or pursuant to which Parent Xxxxxxx has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Parent's subsidiariesenterprise; (df) any dealer, distributor, joint marketing or development agreement currently in force under which Parent or any of its subsidiaries have Xxxxxxx has continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Parent or any of its subsidiaries have Xxxxxxx has continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Parent or any of its subsidiaries Xxxxxxx and which may not be canceled without penalty upon notice of ninety (90) days or less; (eg) any agreement, contract or commitment currently in force to provide source code to any third party for any product or technology that is material to Xxxxxxx; (h) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Parent product Xxxxxxx product, service or technology or any agreement, contract or commitment currently in force to sell or distribute any Parent Xxxxxxx products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the CompanyOptio; (fi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of creditcredit or granting any Lien on any assets or properties of Xxxxxxx; (gj) any settlement agreement entered into within three five (35) years prior to the date of this Agreement; or; (hk) any other agreement, contract or commitment that has a value of $500,000 50,000 or more individually. Neither Parent nor ; (l) any agreement (or group of related agreements) for the lease of personal property to or from any person that involves aggregate annual payments of more than $20,000; (m) any agreement under which the consequences of a default or termination could have a Material Adverse Effect on Xxxxxxx; (n) any agreement (or group of related agreements) for the purchase or sale of commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year or involve consideration in excess of $20,000; (o) any agreement for the purchase of supplies, components, products or services from single source suppliers, custom manufacturers or subcontractors that involves aggregate annual payments of more than $20,000; (p) any agreement concerning a partnership or joint venture; (q) any agreement with any Xxxxxxx stockholder or any of such Xxxxxxx stockholder's Affiliates (other than Xxxxxxx) or with any Affiliate of Xxxxxxx; (r) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other plan or arrangement for the benefit of its current or former directors, officers or employees; (s) any collective bargaining agreement; (t) any executory agreement under which Xxxxxxx has advanced or loaned any amount to any of its subsidiariesdirectors, officers, and employees; (u) any advertising services, e-commerce or other agreement involving the promotion of products and services of third parties by Xxxxxxx; (v) any executory agreement pursuant to which Xxxxxxx is obligated to provide maintenance, support or training for its services or products; (w) any agreement, contract or commitment currently in force relating to Xxxxxxx'x leasing of any personal property; (x) any revenue or profit participation agreement which involves aggregate annual payments of more than $20,000; and (y) any license, agreement or other permission which Xxxxxxx or any Affiliate of Xxxxxxx has granted to any third party with respect to any of the Intellectual Property used in Xxxxxxx'x business. Neither Xxxxxxx, and to Xxxxxxx'x or the Affiliates' knowledge, nor to Parent's knowledge any other party to a Parent Xxxxxxx Contract (as defined below), is in breach, violation or default under, and neither Parent nor any of its subsidiaries Xxxxxxx has not received written notice that it is in breachhas breached, violation violated or default defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Parent or any of its subsidiaries Xxxxxxx is a party or by which it is bound that are required to be disclosed in the Parent Schedules Xxxxxxx Schedule (any such agreement, contract or commitment, a "PARENT XXXXXXX CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Parent Xxxxxxx Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. As (a) Except as set forth in Section 4.10(a) of Parent Disclosure Letter, as of the date hereof, there is no contract, agreement or understanding that is material to the business, properties, assets, financial condition or results of operations of Parent and its Subsidiaries, taken as a whole, that is required to be filed as an exhibit to any Parent SEC Report filed with the SEC subsequent to December 31, 2003 that is not filed as required by the Securities Act or the Exchange Act, as the case may be (any such contract, agreement or understanding whether or not entered into as of the date hereof, a "Parent Material Contract"). Except as would not individually or in the aggregate have a Parent Material Adverse Effect, each Parent Material Contract is a valid and binding obligation of Parent or one of its Subsidiaries and is in full force and effect and enforceable against Parent or one of its Subsidiaries and, to the knowledge of Parent, the other party or parties thereto, in each case in accordance with its terms, other than any Parent Material Contract which is by its terms no longer in force or effect and except as enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally and is subject to general principles of equity. Parent is not in violation or breach of or in default under any Parent Material Contract, nor to Parent's knowledge is any other party to any such Parent Material Contract, except to the extent any such violation, breach or default would not individually or in the aggregate have a Parent Material Adverse Effect. (b) Except as set forth in Section 4.10(b) of Parent Disclosure Letter and for documents filed or listed as exhibits to Parent SEC Reports filed with the SEC subsequent to December 31, 2003 and prior to the date hereof, as of the date hereof, neither the Company Parent nor any of its subsidiaries Subsidiaries is a party to or is bound by: by any (a) contract, agreement or arrangement (including any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member lease of Parent's Board of Directors, other than those that are terminable by Parent or any of its subsidiaries on no more than thirty real property) (30i) days' notice without liability or financial obligation to Parent; (b) any agreement, contract or commitment containing any covenant that materially limits restricting the right ability of Parent or any of its subsidiaries Subsidiaries (or after the Merger, the Company or any of its Subsidiaries) to engage compete in or conduct any line of business or to compete with engage in business in any person significant geographic area, (ii) relating to indebtedness for borrowed money providing for payment or granting repayment in excess of $20.0 million, (iii) relating to any exclusive distribution rights; material joint venture, partnership, strategic alliance or similar arrangement, (civ) requiring Parent or any agreementof its Subsidiaries to register for resale under the Securities Act any securities of Parent or any of its Subsidiaries, contract or commitment currently in force (v) relating to the disposition or acquisition by Parent or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Parent has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Parent's subsidiaries; (d) any dealer, distributor, joint marketing or development agreement currently in force under which Parent or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or lessbusiness, or any material agreement pursuant to which Parent (vi) providing for performance guarantees or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, contingent payments by Parent or any of its subsidiaries and which may not be canceled without penalty upon notice Subsidiaries, in each case involving more than $15.0 million over the term of ninety the relevant contract, or (90b) days or less; (e) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Parent product or technology or any agreement, contract or commitment currently in force to sell or distribute any Parent products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the Company; (f) any mortgages, indentures, guarantees, loans or credit financial derivatives master agreements, security confirmation, or futures account opening agreements and/or brokerage statements evidencing financial hedging or other agreements or instruments relating to the borrowing of money or extension of credit; (g) any settlement agreement entered into within three (3) years prior to the date of this Agreement; or (h) any other agreement, contract or commitment that has a value of $500,000 or more individually. Neither Parent nor any of its subsidiaries, nor to Parent's knowledge any other party to a Parent Contract (as defined below), is in breach, violation or default under, and neither Parent nor any of its subsidiaries has received written notice that it is in breach, violation or default under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Parent or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the Parent Schedules (any such agreement, contract or commitment, a "PARENT CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Parent Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate)trading activities.

Agreements, Contracts and Commitments. As of Except as filed as an exhibit to the date hereofCardiac SEC Documents, neither the Company Cardiac nor any of its subsidiaries Subsidiaries is a party to or is bound by: (a) any employment or consulting agreement, contract or commitment with any executive officer or director or higher level employee or member of Parent's Board of Directorsdirector, other than those that are terminable by Parent Cardiac or any of its subsidiaries Subsidiaries on no more than thirty (30) days' notice without liability or financial obligation to ParentCardiac; (b) 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; (c) any agreement of indemnification or any guaranty other than any agreement of indemnification entered into in the ordinary course of business, that would not reasonably be expected to have a Cardiac Material Adverse Effect, or any guaranty of the obligations of a Subsidiary of Cardiac; (d) any agreement, contract or commitment containing any covenant that materially limits limiting in any respect the right of Parent Cardiac or any of its subsidiaries Subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rightswhich limits Cardiac's access to certain segments of a specified market; (ce) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Parent Cardiac or any of its subsidiaries Subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Parent Cardiac has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than ParentCardiac's subsidiariesSubsidiaries; (df) any dealer, distributor, joint marketing or development agreement currently in force under which Parent Cardiac or any of its subsidiaries Subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety one hundred twenty (90120) days or less, or any material agreement pursuant to which Parent Cardiac or any of its subsidiaries Subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Parent Cardiac or any of its subsidiaries Subsidiaries and which may not be canceled without penalty upon notice of ninety one hundred twenty (90120) days or less; (eg) any agreement, contract or commitment currently in force to provide source code to any third party for any product or technology that is material to Cardiac and its Subsidiaries taken as a whole; (h) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Parent product Cardiac product, service or technology or any agreement, contract or commitment currently in force to sell or distribute any Parent Cardiac products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the CompanyXxxxxxx; (fi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of creditcredit (other than trade debt incurred in the ordinary course of business); (gj) any settlement agreement entered into within three (3) years prior to the date of this AgreementAgreement with respect to which Cardiac has contingent obligations of a material nature; or (hk) any other agreement, contract or commitment that has a value that, either individually or taken together with all other contracts with the same party, will, if fulfilled in accordance with its terms, result in payments being made by Cardiac in excess of $500,000 or more individually1,000,000 in the calendar year ending December 31, 2005. Neither Parent Cardiac nor any of its subsidiariesSubsidiaries, nor to ParentCardiac's knowledge Knowledge any other party to a Parent Cardiac Contract (as defined below), is in breach, violation or default under, and neither Parent Cardiac nor any of its subsidiaries Subsidiaries has received written notice that it is in breachhas breached, violation violated or default defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Parent Cardiac or any of its subsidiaries Subsidiaries is a party or by which it is bound that are either filed as an exhibit to any Cardiac SEC Document or required to be disclosed in the Parent Schedules Cardiac Disclosure Letter (any such agreement, contract or commitment, a "PARENT CONTRACTCardiac Contract") in such a manner as would permit any other party to cancel or terminate any such Parent Cardiac Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. As of the date hereof, neither the Neither Company nor any of its subsidiaries is a party to or is bound by: (a) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of Parent's Board of Directors, other than those that are terminable by Parent or any of its subsidiaries on no more than thirty (30) days' notice without liability or financial obligation to Parent; (b) 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; (c) any agreement of indemnification or any guaranty other than any agreement of indemnification entered into in the ordinary course of business of Parent and substantially in the form provided to Company; (d) any agreement, contract or commitment containing any covenant that materially limits limiting in any material respect the right of Parent or any of its subsidiaries to engage in any line of business (other than with respect to limitations on the distribution by Parent of certain content and service providers), or to compete with any person or granting any exclusive distribution rightsrights of Parent services; (ce) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Parent or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Parent has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Parent's subsidiaries; (di) any dealer, distributor, joint marketing or development agreement currently in force under which Parent or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or (ii) any material agreement pursuant to which Parent or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Parent or any of its subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or lessless except for agreements, contracts or commitments with an annual value of less than $100,000; (eg) any agreement, contract or commitment currently in force to provide source code to any third party for any product or technology that is material to Parent and its subsidiaries taken as a whole; (h) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Parent product product, service or technology or any agreement, contract or commitment currently in force to sell or distribute any Parent products, service or technology except those agreements with customers, distributors or sales representative representatives made in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the Company; (fi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (gj) any settlement agreement entered into within three five (35) years prior to the date of this Agreement; or (hk) any other agreement, contract or commitment that has a value involves annual expenditures or receipts of $500,000 2,500,000 or more individually. Neither Parent nor any of its subsidiaries, nor to Parent's knowledge any other party to a Parent Contract (as defined below), is in breach, violation or default under, and neither Parent nor any of its subsidiaries has received written notice that it is in breachhas breached, violation violated or default defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Parent or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the Parent Schedules Schedule (any such agreement, contract or commitment, a "PARENT CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Parent Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. As of the date hereof, neither the Company (i) Neither Seller nor any of its subsidiaries is a party to or is bound by: (a1) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of ParentSeller's Board of Directors, other than those that are terminable by Parent Seller or any of its subsidiaries on no more than thirty (30) days' days notice without liability or financial obligation to ParentSeller; (b2) 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; (3) any agreement of indemnification or other guaranty entered into in the ordinary course of business; (4) any agreement, contract or commitment containing any covenant that materially limits limiting in any respect the right of Parent Seller or any of its subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (c5) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Parent Seller or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Parent Seller or any of its subsidiaries has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than ParentSeller's subsidiaries; (d6) any dealer, distributor, joint marketing or development agreement currently in force under which Parent Seller or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety sixty (9060) days or less, or any material agreement pursuant to which Parent Seller or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Parent Seller or any of its subsidiaries and which may not be canceled without penalty upon notice of ninety sixty (9060) days or less; (e7) any agreement, contract or commitment currently in force to provide source code to any third party for any product or technology that is material to Seller and its subsidiaries taken as a whole; (8) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Parent product Seller Product, service or technology technology, or any agreement, contract or commitment currently in force to sell or distribute any Parent productsSeller Products, service services or technology technology, except agreements with manufacturers, distributors or sales representative representatives in the normal course of business cancelable without penalty upon notice of ninety sixty (9060) days or less and substantially in the form previously provided to the CompanyParent; (f9) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (g10) any material settlement agreement entered into within three five (35) years prior to the date of this Agreement; or (h11) any other agreement, contract or commitment that has a value of $500,000 100,000 or more individually. in any individual case. (ii) Neither Parent Seller nor any of its subsidiaries, nor to ParentSeller's knowledge any other party to a Parent Seller Contract (as defined below), is in breach, violation or default under, and neither Parent Seller nor any of its subsidiaries has received written notice that it is in breachhas breached, violation violated or default defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Parent Seller or any of its subsidiaries is a party or by which it is bound that are required to be disclosed set forth in the Parent Schedules Seller Disclosure Letter (any such agreement, contract or commitment, a "PARENT CONTRACTSeller Contract") in such a manner as would permit any other party to cancel or terminate any such Parent Seller Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. As Except as set forth in Schedule 4.20 of the Seller Disclosure Schedule, as of the date hereofof this Agreement, neither the Company Seller nor any of its subsidiaries Seller Entity is a party to or is bound by: (a) any employment Material Obligation that may involve payments (whether or consulting agreementnot satisfied and whether fixed, contract contingent or commitment with any officer otherwise) by or director or higher level employee or member of Parent's Board of Directors, other than those that are terminable by Parent to Seller or any Seller Entity in an aggregate amount in excess of its subsidiaries on no more than thirty Ten Thousand Dollars (30$10,000) days' notice without liability or financial obligation to Parentper annum; (b) any agreement of indemnification by Seller or any Seller Entity, or any power of attorney or guaranty (granted to a third party); (c) any agreement, contract or commitment containing any covenant that materially limits limiting the right of Parent Seller or any of its subsidiaries Seller Entity to engage in any line of business or to compete with any person or granting any exclusive distribution rightsrights or to freely set prices for its products, services or technologies (including, without limitation, most favored customer pricing provisions); (cd) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Parent Seller or any of its subsidiaries after the date of this Agreement of a material amount of assets Seller Entity, not in the ordinary course of business or pursuant to which Parent Seller or any Seller Entity has any material ownership interest in interest, of any corporation, partnership, joint venture or other business enterprise other than Parent's subsidiariesenterprise; (de) any dealer, distributor, joint marketing or development agreement currently in force under which Parent Seller or any of its subsidiaries have Seller Entity has continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Parent Seller or any of its subsidiaries have Seller Entity has continuing material obligations to jointly develop any intellectual property Intellectual Property that will not be owned, in whole or in part, by Parent Seller or any of its subsidiaries Seller Entity and which may not be canceled without penalty upon notice of ninety (90) days or less; (ef) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Parent product product, service or technology or any agreement, contract or commitment currently in force to sell or distribute any Parent products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the Companytechnology; (fg) any agreement relating to the licensing of Source Code; (h) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money by Seller or any Seller Entity, or extension of creditcredit (other than customer accounts receivable owing to Seller or any Seller Entity in the ordinary course of business and payable or dischargeable in accordance with customary trade terms); (gi) any settlement agreement entered into within three (3) years prior to the date of this Agreement; oragreements or arrangements that contain any severance pay or post-employment liabilities or obligations; (hj) any other employment or consulting agreement, contract or commitment that has with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a value of $500,000 firm or more individually. Neither Parent nor other organization; (k) any of its subsidiariesagreement or plan, nor to Parent's knowledge including, without limitation, any other party to a Parent Contract (as defined below)stock option plan, is in breach, violation stock appreciation rights plan or default under, and neither Parent nor any of its subsidiaries has received written notice that it is in breach, violation or default understock purchase plan, any of the material terms benefits of which will be increased, or conditions the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the other Transaction Documents 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 or the other Transaction Documents; (l) any fidelity or surety bond or completion bond; (m) any lease of personal property having a value individually in excess of Ten Thousand Dollars ($10,000); (n) any agreement (or group of related agreements) for the license, contracts purchase or commitments to sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which Parent extends over a period of more than one (1) year or involves consideration in excess of Ten Thousand Dollars ($10,000) per annum; (o) any agreement for the purchase of supplies, components, products or services from single source suppliers, custom manufacturers or subcontractors that involves aggregate annual payments in excess of Ten Thousand Dollars ($10,000); (p) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money or any capitalized lease obligation in or under which a security interest has been imposed on any of its assets, tangible or intangible; (q) any agreement with any member of Seller or any Seller Entity or any of such member’s affiliates (other than Seller) or with any affiliate of Seller or any Seller Entity; (r) any bonus, profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance or other plan or arrangement for the benefit of its subsidiaries is a party current or by former directors, officers, managers, members or employees; (s) any collective bargaining agreement; (t) any agreement under which it has advanced or loaned any amount to any of its current or former directors, officers, managers, members or employees; (u) any agreement under which the consequences of a default or termination could have a Material Adverse Effect on Seller, any Seller Entity, the Purchased Assets or the Business; (v) any agreement pursuant to which Seller or any Seller Entity is bound that are obligated to provide maintenance, support or training for its products, other than in the ordinary course of business; and (w) any other agreement (or group of related agreements) not listed above which (i) involves obligations (contingent or otherwise) in excess of Ten Thousand Dollars ($10,000) per annum or (ii) pursuant to the terms of such agreement is expected to continue for more than one (1) year from the date hereof. Seller and the Seller Entities have delivered to Buyer a correct and complete copy of each written agreement required to be disclosed in listed on Schedule 4.20 of the Parent Schedules (any Seller Disclosure Schedule and a written summary setting forth the terms and conditions of each oral agreement required to be listed on Schedule 4.20 of the Seller Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, contract or commitmentvalid, a "PARENT CONTRACT"binding, enforceable and in full force and effect; (B) in such a manner as would permit neither Seller, any Seller Entity, nor any other party is in breach or default and, to cancel Seller’s or terminate any such Parent ContractSeller Entity’s knowledge, no event has occurred, which with notice or lapse of time would constitute a breach or default, or would permit termination, modification, or acceleration, under the agreement; (C) to Seller’s or any other Seller Entity’s knowledge, no party has repudiated any provision of the agreement; (D) there are no disputes, oral agreements or forbearance programs in effect; and (E) neither Seller nor any Seller Entity has any reason to seek material damages believe that the service or other remedies (products called for any or all of such breaches, violations or defaults, thereunder cannot be supplied in the aggregate)accordance with its terms.

Agreements, Contracts and Commitments. As of Except as set forth in the date hereofAllegro Schedules, neither the Company Allegro nor any of its subsidiaries is a party to or is bound by: : (a) any collective bargaining agreements; (b) any bonus, deferred compensation, incentive compensation, pension, profit-sharing or retirement plans, or any other employee benefit plans or arrangements; (c) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of Parent's Board of Directorsemployee, other than those that are not terminable by Parent Allegro or any of its subsidiaries on no more than thirty (30) days' days notice without liability liability, except to the extent general principles of wrongful termination law may limit Allegro's or financial obligation any of its subsidiaries' ability to Parent; terminate employees at will; (bd) 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; (e) any agreement of indemnification or guaranty not entered into in the ordinary course of business other than indemnification agreements between Allegro or any of its subsidiaries and any of its officers or directors; (f) any agreement, contract or commitment containing any covenant that materially limits limiting the right freedom of Parent Allegro or any of its subsidiaries to engage in any line of business or to compete with any person person; (g) any agreement, contract or granting any exclusive distribution rights;commitment relating to capital expenditures and involving future obligations in excess of $50,000 and not cancelable without penalty; 17 18 (ch) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Parent or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Parent has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Parent's subsidiaries; enterprise; (d) any dealer, distributor, joint marketing or development agreement currently in force under which Parent or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Parent or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Parent or any of its subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (e) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Parent product or technology or any agreement, contract or commitment currently in force to sell or distribute any Parent products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the Company; (fi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; ; (gj) any settlement joint marketing or development agreement (excluding agreements with resellers, value added resellers or independent software vendors entered into within three in the ordinary course of business that do not permit such resellers or vendors to modify Allegro's or any of its subsidiaries' software products); (3k) years prior to the date of this Agreementany distribution agreement (identifying any that contain exclusivity provisions); or or (hl) any other agreement, contract or commitment that has a value (excluding real and personal property leases) which involves payment by Allegro or any of its subsidiaries under any such agreement, contract or commitment of $500,000 50,000 or more individuallyin the aggregate and is not cancelable without penalty within thirty (30) days. Neither Parent Allegro nor any of its subsidiaries, nor to ParentAllegro's knowledge any other party to a Parent an Allegro Contract (as defined below), is in breachhas breached, violation violated or default defaulted under, and neither Parent nor any of its subsidiaries has or received written notice that it is in breach, violation has breached violated or default defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Parent or any of its subsidiaries Allegro is a party or by which it is bound that are required to be disclosed of the type described in the Parent Schedules clauses (a) through (l) above (any such agreement, contract or commitment, a an "PARENT CONTRACTAllegro Contract") in such a manner as would permit any other party to cancel or terminate any such Parent Allegro Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breachesdamages, violations or defaults, in the aggregate)which would have a Material Adverse Effect on Allegro.

Agreements, Contracts and Commitments. As of Except as set forth in the date hereof------------------------------------- MetaTools Schedules, neither the Company MetaTools nor any of its subsidiaries is a party to or is bound by: (a) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of Parent's MetaTools' Board of Directors, other than those that are terminable by Parent MetaTools or any of its subsidiaries on no more than thirty (30) days' days notice without liability or financial obligation obligation, except to Parentthe extent general principles of wrongful termination law may limit MetaTools' or any of its subsidiaries' ability to terminate employees at will; (b) 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; (c) any agreement of indemnification or guaranty not entered into in the ordinary course of business other than indemnification agreements between MetaTools or any of its subsidiaries and any of its officers or directors; (d) any agreement, contract or commitment containing any covenant that materially limits limiting the right freedom of Parent MetaTools or any of its subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (ce) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Parent or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Parent has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Parent's subsidiaries; (d) any dealer, distributor, joint marketing or development agreement currently in force under which Parent or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Parent or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Parent or any of its subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (e) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Parent product or technology or any agreement, contract or commitment currently in force to sell or distribute any Parent products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the Company;enterprise; or (f) any mortgages, indentures, guarantees, loans material joint marketing or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (g) any settlement agreement entered into within three (3) years prior to the date of this Agreement; or (h) any other development agreement, contract or commitment that has a value of $500,000 or more individually. Neither Parent MetaTools nor any of its subsidiaries, nor to Parent's MetaTools' knowledge any other party to a Parent MetaTools Contract (as defined below), is in breachhas breached, violation violated or default defaulted under, and neither Parent nor any of its subsidiaries has or received written notice that it is in breach, violation has breached violated or default defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Parent MetaTools or any of its subsidiaries is a party or by which it is bound that are required to be disclosed of the type described in the Parent Schedules clauses (a) through (l) above (any such agreement, contract or commitment, a "PARENT METATOOLS CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Parent MetaTools Contract, or would permit any other party to seek damages, which would be reasonably likely to be material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate)to MetaTools.

Agreements, Contracts and Commitments. As of the date hereofof this Agreement, except as set forth in Section 2.17(g) or Section 2.18 of the Company Schedule, neither the Company nor any of its subsidiaries is a party to or is bound by: (a) any written employment or consulting agreement, contract or commitment with any officer or director or higher level employee of Company currently earning an annual salary in excess of $150,000 or member of ParentCompany's Board of Directors, other than those that are terminable by Parent Company or any of its subsidiaries on no more than thirty (30) days' notice without material liability or financial obligation to ParentCompany; (b) any material agreement of indemnification or any guaranty other than any agreement of indemnification entered into in connection with the sale of products or license of technology in the ordinary course of business; (c) any material agreement, contract or commitment containing any covenant that materially limits limiting in any material respect the right of Parent Company or any of its subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (cd) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Parent Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Parent Company or any of its subsidiaries has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than ParentCompany's subsidiaries; (de) any dealer, distributor, joint marketing or development agreement currently in force under which Parent Company or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without material penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Parent Company or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Parent Company or any of its subsidiaries and which may not be canceled without material penalty upon notice of ninety (90) days or less; (ef) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Parent product Company product, service or technology or any agreement, contract or commitment currently in force to sell or distribute any Parent Company products, service or technology except agreements with distributors or sales representative representatives in the normal course of business cancelable without material penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the CompanyParent; (fg) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money by Company or extension of creditcredit (other than customer accounts receivable owing to Company created in the ordinary course of business and payable or dischargeable in accordance with customary trade terms); (gh) any material settlement agreement entered into within three (3) years prior to the date of this Agreement; orunder which Company has ongoing obligations; (hi) any other agreement, contract or commitment that has a value calls for the payment or receipt by Company of $500,000 3,000,000 or more individuallymore; or (j) any other agreement, contract or commitment that is of the nature required to be filed by Company as an exhibit to a Report on Form 10-K under the Exchange Act. Neither Parent Company nor any of its subsidiaries, nor to ParentCompany's knowledge any other party to a Parent Company Contract (as defined below), is in material breach, violation or default under, and neither Parent under a Company Contract. Neither Company nor any of its subsidiaries has received written notice within the last twelve months that it is in breachhas breached, violation violated or default defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Parent Company or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the Parent Schedules Company Schedule pursuant to this Section 2.18 (any such agreement, contract or commitment, a "PARENT CONTRACT") Company Contract" in such a manner as would permit any other party to cancel or terminate any such Parent Company Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. As Except as otherwise set forth in Part 2.17 of the HBF Schedules, as of the date hereof, neither the Company nor any of its subsidiaries hereof HBF is not a party to or is bound by: (a) any employment or consulting agreement, contract or commitment currently in force with any employee, officer or director or higher level employee or member of ParentHBF's Board of Directors, other than those that are terminable by Parent HBF or any of its subsidiaries on no more than thirty (30) days' notice without liability or financial obligation obligation, except to Parentthe extent general principles of wrongful termination law may limit HBF's ability to terminate employees at will; (b) any agreement of indemnification or any guaranty by HBF currently in force other than any agreement of indemnification entered into in connection with the sale or license of software products in the ordinary course of business; (c) any agreement, contract or commitment containing any covenant that materially limits currently in force limiting in any respect the right of Parent or any of its subsidiaries HBF to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (cd) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Parent or any of its subsidiaries HBF after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Parent HBF has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than ParentHBF's subsidiaries; (de) any dealer, distributor, joint marketing or development agreement currently in force under which Parent HBF or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Parent or any of its subsidiaries have HBF has continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Parent or any of its subsidiaries HBF and which may not be canceled without penalty upon notice of ninety (90) days or less; (ef) any agreement, contract or commitment currently in force to license provide source code to any third party to manufacture or reproduce for any Parent product or technology that is material to HBF; (g) any agreement or plan currently in force, 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; (h) any agreement, contract or commitment currently in force to sell or distribute any Parent HBF products, service or technology except agreements with distributors or sales representative representatives in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided or made available to the CompanyPurchaser; (fi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments currently in force relating to the borrowing of money or extension of credit; (gj) any settlement agreement entered into within three two (32) years prior to the date of this Agreement; or (hk) any other agreement, contract or commitment that has a value of $500,000 50,000 or more individually. Neither Parent nor any of its subsidiariesHBF, nor to ParentHBF's knowledge any other party to a Parent Contract (as defined below)material Contract, is in breach, violation or default under, and neither Parent nor any of its subsidiaries HBF has not received written notice that it is in breachhas breached, violation violated or default defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments material Contract to which Parent or any of its subsidiaries HBF is a party or by which it is bound that are required to be disclosed in the Parent Schedules (any such agreementbound, contract or commitment, a "PARENT CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Parent material Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. As of (a) Except as would not be material to the date hereofHDD Business, neither the Company Parent nor any of its subsidiaries Subsidiaries is a party to or is bound by: (ai) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of Parent's the Board of DirectorsDirectors of Parent, other than those that are terminable by Parent or any of its subsidiaries Subsidiaries on no more than thirty (30) days' notice without liability Liability or financial Financial obligation to Parent; (bii) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan, restricted stock 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; (iii) any agreement of indeminification or any guaranty other than any agreement of indeminification entered into in connection with the sale or license of products or services in the ordinary course of business; (iv) any agreement, contract or commitment containing any covenant that materially limits limiting in any respect the right of Parent or any of its subsidiaries Subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (cv) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Parent or any of its subsidiaries Subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Parent has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Parent's subsidiaries;its Subsidiaries; or (d) any dealer, distributor, joint marketing or development agreement currently in force under which Parent or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Parent or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Parent or any of its subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (e) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Parent product or technology or any agreement, contract or commitment currently in force to sell or distribute any Parent products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the Company; (fvi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit;. (gb) any settlement agreement entered into within three (3) years prior to the date of this Agreement; or (h) any other agreement, contract or commitment that has a value of $500,000 or more individually. Neither Parent nor any of its subsidiariesSubsidiaries, nor to Parent's the knowledge of Parent any other party to a Parent Contract (as defined below), is in breach, violation or default under, and neither Parent nor any of its subsidiaries Subsidiaries has received written notice that it is in breachhas breached, violation violated or default defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Parent or any of its subsidiaries Subsidiaries is a party or by which it Parent or any of its Subsidiaries is bound that are required to be disclosed in the Parent Schedules pursuant to this Agreement (any such agreementagreements, contract contracts or commitment, a commitments are "PARENT CONTRACTParent Contracts") in such a manner as would permit any other party to cancel or terminate any such Parent Contract, or would permit any other party to seek material damages or other material remedies (for any or all of such breaches, violations or defaults, or all of them in the aggregate).

Agreements, Contracts and Commitments. As Except as set forth in Section 3.10 of the date hereofSeller Disclosure Schedule, neither the Company Seller nor any of its subsidiaries Subsidiaries, nor any of their respective assets, businesses, or operations, is a party to to, or is bound or affected by: , or receives benefits under (ai) any employment agreement involving consideration in excess of $10,000 per annum or consulting agreement, contract or commitment with any officer or director or higher level employee or member of Parent's Board of Directors, other than those that are terminable by Parent or any of its subsidiaries on no continuing for more than thirty one year, (30) days' notice without liability or financial obligation to Parent; (bii) any agreement, contract or commitment containing any covenant that materially limits the right of Parent or any of its subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (c) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Parent or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Parent has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Parent's subsidiaries; (d) any dealer, distributor, joint marketing or development agreement currently in force under which Parent or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Parent or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Parent or any of its subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (e) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Parent product or technology or any agreement, contract or commitment currently in force to sell or distribute any Parent products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the Company; (f) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money by Seller or extension any of credit; its Subsidiaries or the guarantee by any Seller or any of its Subsidiaries of any such obligation (gother than agreements evidencing trade payables or relating to borrowings or guarantees made in the ordinary course of business), (iii) any settlement agreement entered into within three which prohibits or restricts Seller or any of its Subsidiaries from engaging in any business activities in any geographic area, line of business or otherwise in competition with any other person, or (3iv) years prior any agreement relating to the date purchase or lease of this Agreementreal property (collectively, the "Seller Material Contracts"). With respect to each Seller Material Contract and except as disclosed in Section 3.10 of the Seller Disclosure Schedule: (i) the Seller Material Contract is in full force and effect; or (hii) any other agreement, contract or commitment that has a value of $500,000 or more individually. Neither Parent neither Seller nor any of its subsidiaries, nor to Parent's knowledge any other party to a Parent Contract (as defined below), Subsidiaries is in breach, violation default or default under, and breach thereunder in any material respect; (iii) neither Parent Seller nor any of its subsidiaries Subsidiaries has repudiated or waived any material provision of any such Seller Material Contract; (iv) no other party to any such Seller Material Contract is, to the knowledge of Seller, in default or breach in any material respect or has repudiated or waived any material provision thereunder; (v) there exists no actual, or, to the knowledge of Seller, threatened, cancellation, termination, or limitation of, or any amendment, modification, or change to, any Seller Material Contract; (vi) neither Seller nor any of its Subsidiaries has received written formal notice that it is any party to a Seller Material Contract will not renew such contract at the end of its existing term; and (vii) no Seller Material Contract requires consent or notice in breach, violation or default under, any connection with the transactions contemplated by this Agreement. All of the material terms or conditions indebtedness of any of the agreements, contracts or commitments to which Parent Seller or any of its subsidiaries Subsidiaries for money borrowed is a party prepayable at any time without penalty or by which it is bound that are required to be disclosed in the Parent Schedules (any such agreement, contract or commitment, a "PARENT CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Parent Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate)premium.

Agreements, Contracts and Commitments. As of Except as set forth in the date hereof------------------------------------- Aurum Schedules, neither the Company Aurum nor any of its subsidiaries is a party to or is bound by: (a) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of ParentAurum's Board of Directors, other than those that are terminable by Parent Aurum or any of its subsidiaries on no more than thirty (30) days' days notice without liability or financial obligation obligation, except to Parentthe extent general principles of wrongful termination law may limit Aurum's or any of its subsidiaries' ability to terminate employees at will; (b) 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; (c) any agreement of indemnification or guaranty not entered into in the ordinary course of business other than indemnification agreements between Aurum or any of its subsidiaries and any of its officers or directors; (d) any agreement, contract or commitment containing any covenant that materially limits limiting the right freedom of Parent Aurum or any of its subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (ce) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Parent or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Parent has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Parent's subsidiariesenterprise; (df) any dealer, distributor, material joint marketing or development agreement agreement; (g) any agreement, contract or commitment currently in force under which Parent to provide or any of its subsidiaries have continuing material obligations to jointly market receive source code for any product, technology service or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Parent or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Parent or any of its subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less;technology; or (eh) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Parent product or technology or any agreement, contract or commitment currently in force to sell or distribute any Parent productsAurum product, service or technology except agreements with distributors or sales representative as a distributor in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the Company; (f) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (g) any settlement agreement entered into within three (3) years prior to the date of this Agreement; or (h) any other agreement, contract or commitment that has a value of $500,000 or more individuallybusiness. Neither Parent Aurum nor any of its subsidiaries, nor to ParentAurum's knowledge any other party to a Parent Aurum Contract (as defined below), is in breachhas breached, violation violated or default defaulted under, and neither Parent nor any of its subsidiaries has or received written notice that it is in breach, violation has breached violated or default defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Parent Aurum or any of its subsidiaries is a party or by which it is bound that are required to be disclosed of the type described in the Parent Schedules clauses (a) through (h) above (any such agreement, contract or commitment, a "PARENT AURUM CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Parent Aurum Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breachesdamages, violations or defaults, in the aggregate)which would be reasonably likely to cause a Material Adverse Effect on Aurum.

Agreements, Contracts and Commitments. As Except as disclosed in Section 2.19 of the date hereofCompany Schedule, neither the Company nor any of its subsidiaries is not a party to or is bound by: (a) any employment or consulting agreement, contract or commitment Contract with any officer or director or higher level employee or member of Parentthe Company's Board of Directors, other than those that are terminable by Parent or any of its subsidiaries the Company on no more than thirty (30) days' notice without liability or financial obligation to Parentthe Company; (b) any agreementContract or plan, contract including, without limitation, any stock option plan, stock appreciation right plan or commitment 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; (c) any Contract of indemnification or any guaranty other than any Contract of indemnification entered into in connection with the sale, license, distribution and development of software products and advertising in the Ordinary Course of Business; (d) any Contract containing any covenant that materially limits limiting in any respect the right of Parent or any of its subsidiaries the Company to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (ce) any agreement, contract or commitment Contract currently in force relating to the disposition or acquisition by Parent or any of its subsidiaries the Company after the date of this Agreement of a material amount of assets not in the ordinary course Ordinary Course of business Business or pursuant to which Parent the Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Parent's subsidiariesenterprise; (df) any dealer, distributor, joint marketing or development agreement Contract currently in force under which Parent or any of its subsidiaries have the Company has a continuing material obligations obligation to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement Contract pursuant to which Parent or any of its subsidiaries have the Company has a continuing material obligations obligation to jointly develop any intellectual property that will not be owned, in whole or in part, by Parent or any of its subsidiaries the Company and which may not be canceled without penalty upon notice of ninety (90) days or less; (eg) any agreement, contract Contract currently in force to provide source code to any third party for any product or commitment technology that is material to the Company; (h) any Contract currently in force to license any third party to manufacture or reproduce any Parent product Company product, service or technology or any agreement, contract or commitment Contract currently in force to sell or distribute any Parent Company products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the CompanyParent; (fi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements Contract or instruments relating to the borrowing of money or extension of creditcredit or granting any Lien on any assets or properties of the Company; (gj) any settlement agreement entered into within three (3) years prior to the date of this Agreement; or; (hk) any other agreement, contract or commitment Contract that has a value of $500,000 5,000 or more individually. Neither Parent nor ; (l) any Contract (or group of related Contracts) for the lease of personal property to or from any person that involves aggregate annual payments of more than $5,000; (m) any Contract under which the consequences of a default or termination could reasonably be anticipated to have a Material Adverse Effect on the Company; (n) any Contract (or group of related Contracts) for the purchase or sale of commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than six (6) months or involve consideration in excess of $5,000; (o) any Contract for the purchase of supplies, components, products or services from single source suppliers, custom manufacturers or subcontractors that involves aggregate annual payments of more than $5,000; (p) any Contract concerning a partnership or joint venture; (q) any Contract with any Company Stockholder or any of such Company Stockholder's Affiliates (other than the Company) or with any Affiliate of the Company; (r) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other plan or arrangement for the benefit of its current or former directors, officers or employees; (s) any collective bargaining agreement; (t) any executory agreement under which the Company has advanced or loaned any amount to any of its subsidiariesdirectors, nor to Parent's knowledge any other party to a Parent Contract (as defined below), is in breach, violation or default underofficers, and neither Parent nor any of its subsidiaries has received written notice that it is in breach, violation or default under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Parent or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the Parent Schedules (any such agreement, contract or commitment, a "PARENT CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Parent Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).employees;

Agreements, Contracts and Commitments. As of the date hereof(a) Except as set forth on Schedule 2.12(a), neither the Company nor any of its subsidiaries does not have, is not a party to or nor is it bound by: (ai) any employment fidelity or consulting agreement, contract surety bond or commitment with completion bond, (ii) any officer lease of personal property having a value individually in excess of $100,000 annually, (iii) any agreement of indemnification or director or higher level employee or member of Parent's Board of Directorsguaranty, other than those that are terminable by Parent or any such agreements entered into in the ordinary course of its subsidiaries on no more than thirty (30) days' notice without liability or financial obligation to Parent;business and consistent with past practice, (biv) any agreement, contract or commitment containing any covenant that materially limits the right relating to capital expenditures and involving payments in excess of Parent or any of its subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights;$100,000, (cv) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Parent the Company of assets or any of its subsidiaries after the date of this Agreement of a material amount of assets not interest in any business enterprise outside the ordinary course of business or pursuant to which Parent has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Parentthe Company's subsidiaries;business, (d) any dealer, distributor, joint marketing or development agreement currently in force under which Parent or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Parent or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Parent or any of its subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (e) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Parent product or technology or any agreement, contract or commitment currently in force to sell or distribute any Parent products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the Company; (fvi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit;, including guaranties referred to in clause (iv) hereof, other than advances to employees for travel and business expenses in the ordinary course of business consistent with past practices, (gvii) any settlement agreement entered into within three purchase order or contract for the purchase of raw materials involving an annual payment of $100,000 or more, (3viii) years prior to the date of this Agreement; any construction contracts, (ix) any distribution, joint marketing or development agreement, or (hx) any other agreement, contract or commitment that has a value involves an annual payment of $500,000 100,000 or more individually. Neither Parent nor any or is not cancelable without penalty within thirty (30) days. (b) Except for such alleged breaches, violations and defaults, and events that would (i) constitute a breach, violation or default with the lapse of its subsidiariestime, nor giving of notice, or both, as are all noted in Schedule 2.12(b) or (ii) would not, individually or in the aggregate, reasonably be expected to Parent's knowledge any other party to have a Parent Contract (as defined below)Material Adverse Effect, the Company is not in breach, violation or default under, and neither Parent nor any of its subsidiaries has not received written notice that it is in breach, violation or default (except for notices relating to breaches, violations or defaults that have been cured or corrected in all material respects) under, any of the material terms or conditions of any of the agreementsagreement, contracts contract or commitments to which Parent or any of its subsidiaries is a party or by which it is bound that are commitment required to be disclosed in the Parent Schedules set forth on Schedule 2.12(a) (any each such agreement, contract or commitment, commitment a "PARENT CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Parent Contract), or would permit any other party to seek material damages or other remedies (except for any or all of such breaches, violations or defaultsdefaults that, individually or in the aggregate, would not reasonably be expect to have a Material Adverse Effect. Each Contract is in full force and effect and, except as otherwise disclosed in Schedule 2.12(b), to the knowledge of each Seller Group Member, is not subject to any default thereunder by any party obligated to the Company pursuant thereto. Following the Effective Time, without giving effect to any restrictions which might be imposed as a result of being an Affiliate of Purchaser, the Surviving Corporation will be permitted to exercise all of the Company's rights under the Contracts without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which the Company would otherwise be required to pay had the transactions contemplated by this Agreement not occurred.

Agreements, Contracts and Commitments. As (a) Except as set forth in Section 4.6(a) of the date hereofConvera Disclosure Schedule, neither the Company Convera nor any of its subsidiaries is a party Subsidiaries has any material agreements, contracts or commitments (including but not limited to or is bound by: (aend user license agreements) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of Parent's Board of Directors, other than those that are terminable by Parent or any of its subsidiaries on no more than thirty (30) days' notice without liability or financial obligation to Parentnot disclosed in the SEC Reports; (b) any agreementExcept as set forth in Section 4.6 of the Convera Disclosure Schedule, contract no purchase contracts or commitment containing any covenant that materially limits the right commitments of Parent Convera or any of its subsidiaries to engage Subsidiaries continue for a period of more than ninety (90) days or are in any line excess of business or to compete with any person or granting any exclusive distribution rightsthe normal, ordinary and usual requirements of its business; (c) Except for agreements: (i) for the purchase, sale, license, distribution, maintenance or support of the products of Convera or any agreementof its Subsidiaries entered into in the ordinary course under which Convera or any of its Subsidiaries made or received payments of less than $25,000 during any 12 months period; or (ii) which do not provide for any term extension or expansion of the rights granted with respect to Convera Intellectual Property as a result of the Merger, there are no contracts or agreements to which Convera or any of its Subsidiaries is a party that (a) do not expire or that Convera or any of its Subsidiaries may not terminate within one year after the date of this Agreement or (b) may be renewed at the option of any person other than Convera or any of its Subsidiaries so as to expire more than one year after the date of this Agreement. (d) Neither Convera nor any of its Subsidiaries has any outstanding contract (i) with any officer, employee, agent, consultant, advisor, salesman or sales representative (other than employment agreement in the ordinary course of business or disclosed in SEC Reports), or (ii) other than with respect to any reseller, distribution, OEM or end user license agreement for the products of Convera or any of its Subsidiaries entered into in the ordinary course of business, with any distributor or dealer that is not cancelable by it on notice of 30 days or less and without material liability, penalty or premium; (e) Except as disclosed in SEC Reports, neither Convera nor any of its Subsidiaries is in default, nor is there any known basis for any valid claim of default, under any contract made or obligation owed by it except for such defaults that would not reasonably be likely to have a Material Adverse Effect; (f) Except as disclosed in the SEC Reports and Section 4.6(f) of Convera Disclosure Schedule, neither Convera nor any of its Subsidiaries has any employee to whom it is paying compensation at an annual rate of more than $100,000 for services rendered; (g) Neither Convera nor any of its Subsidiaries is restricted from carrying on its business in any material respect anywhere in the world by any material agreement under which Convera or any of its Subsidiaries (i) is restricted from selling, licensing or otherwise distributing any of its technology or products or providing services to customers or potential customers or any class of customers, including without limitation resellers or other distributors, in any geographic area, during any period of time, or in segment of any market or line of business, (ii) is required to give favored pricing to any customers or potential customers or any class of customers or to provide exclusive or favored access to any product features to any customers or potential customers or any class of customers, or (iii) has agreed to purchase a minimum amount of goods or services or has agreed to purchase goods or services exclusively from a certain party; (h) Neither Convera nor any of its Subsidiaries has any liability or obligation with respect to the return of inventory or merchandise in the possession of wholesalers, distributors, resellers, retailers or other customers, except for such obligations or liabilities that would not reasonably be likely to have a Material Adverse Effect; (i) Except as disclosed in the SEC Reports, neither Convera nor any of its Subsidiaries has any debt obligation for borrowed money, including guarantees of or agreements to acquire any such debt obligation of others; (j) Neither Convera nor any of its Subsidiaries has any contract for capital expenditures in excess of $25,000 individually, or such contracts representing in excess of $100,000 in the aggregate; (k) At the Closing, neither Convera nor any of its Subsidiaries has any contract, agreement or commitment currently in force relating to the disposition or acquisition by Parent or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Parent other than the Convera Contribution Agreement; (l) Neither Convera nor any of its Subsidiaries has any material contract, agreement or commitment for the purchase of any ownership interest in any corporation, partnership, joint venture or other business enterprise other than Parent's subsidiariesenterprise; (dm) any dealerExcept as disclosed in the SEC Reports, distributor, joint marketing or development agreement currently in force under which Parent or neither Convera nor any of its subsidiaries have continuing material Subsidiaries has any outstanding loan to any person other than to Convera or a wholly owned Subsidiary of Convera; (n) Neither Convera nor any of its Subsidiaries has any power of attorney outstanding or any obligations to jointly market or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, indemnitor (other than indemnities contained in agreements for the purchase, sale, license, distribution, maintenance or support of products entered into in the ordinary course of business) or otherwise in respect of any productobligation of any person, technology corporation, partnership, joint venture, association, organization or service and which may not be canceled without penalty upon notice of ninety (90) days or lessother entity, or any material agreement pursuant to which Parent capital maintenance, keep-well or similar agreements or arrangements; (o) Neither Convera nor any of its subsidiaries have continuing material obligations Subsidiaries has any agreements, contracts or arrangements containing any provision requiring Convera to jointly develop indemnify another party (other than indemnities contained in agreements for the purchase, sale, license, distribution, maintenance or support of products entered into in the ordinary course of business) or containing any intellectual property that will covenant not be owned, in whole or in part, by Parent or to bring legal action against any of its subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or lessthird party; (ep) any agreementConvera has made available to FL true, complete and correct copies of each contract or commitment currently listed in force to license any third party to manufacture or reproduce any Parent product or technology or any agreement, contract or commitment currently in force to sell or distribute any Parent products, service or technology except agreements Section 4.6(a) of the Convera Disclosure Schedule (together with distributors or sales representative the material contracts filed in the normal course SEC Reports that relate to Section 4.6 of business cancelable without penalty upon notice of ninety (90) days or less this Agreement and substantially in the form previously provided to the Company; (f) any mortgages, indentures, guarantees, loans or credit material agreements, security agreements contracts or other agreements commitments (including but not limited to end user license agreements) that (i) resulted in or instruments relating to the borrowing of money will result in (A) payments by Convera or extension of credit; its Subsidiaries during fiscal years 2007, 2008 or 2009 (g) any settlement agreement entered into within three (3) years prior up to the date of this Agreement) or (B) payments to Convera or any of its Subsidiaries during the period beginning fiscal year 2007 and ending as of the date of this Agreement, in either case in excess of $25,000 or (ii) which require the making of any charitable contribution in excess of $25,000, the “Convera Material Contracts”); orand (hi) any other agreement, contract or commitment that has a value of $500,000 or more individually. Neither Parent Convera nor any of its subsidiaries, nor to Parent's knowledge any other party to a Parent Contract (as defined below)Subsidiaries has materially breached, is in breach, violation or material default under, and neither Parent nor any of its subsidiaries or has received written notice that it is in breach, violation of any material breach of or material default under, any of the Convera Material Contract and such breach or default remains uncured, (ii) to B2B’s knowledge, no other party to any Convera Material Contract has materially breached or is in material terms or conditions default of any of the agreementsits obligations thereunder which breach or default remains uncured, contracts or commitments to which Parent (iii) each Convera Material Contract is in full force and effect and (iv) each Convera Material Contract is a legal, valid and binding obligation of Convera or any of its subsidiaries is a party Subsidiaries and, to Convera’s or B2B’s knowledge, each of the other parties thereto, enforceable in accordance with its terms, except that the enforcement thereof may be limited by which it is bound that are required to be disclosed in the Parent Schedules (any such agreementA) bankruptcy, contract or commitmentinsolvency, a "PARENT CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Parent Contractfraudulent conveyance, or would permit any other party to seek material damages reorganization, moratorium or other remedies similar laws now or hereafter in effect relating to creditors’ rights generally and (for any B) general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or all of such breaches, violations or defaults, in the aggregateat law).

Agreements, Contracts and Commitments. As (a) Section 4.16 of the date hereofParent Disclosure Schedule lists all of the following agreements, neither contracts or commitments to which either of the Company nor Optronics Subsidiaries is a party or bound, or to which Parent or any of its subsidiaries other Affiliates is a party or bound, that primarily relate to or is bound by:materially affect the Optronics Business (collectively, the “Optronics Contracts”): (ai) any employment or consulting agreement, contract or commitment with any officer or director or higher senior level employee or member of Parent's Board of Directors, other than those that are terminable by Parent or any of its subsidiaries on no more than thirty (30) days' notice without liability or financial obligation to Parentemployee; (bii) any agreement, contract or commitment containing any covenant that materially limits limiting in any respect the right of Parent or any of its subsidiaries Affiliates to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (ciii) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Parent the Optronics Business before or any of its subsidiaries after the date of this Agreement of a material amount shares or assets in excess of assets $250,000 not in the ordinary course of business or pursuant to which Parent the Optronics Business has acquired or disposed any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Parent's subsidiariesenterprise; (div) any dealer, distributor, joint marketing marketing, alliance, development or development other agreement currently in force under which Parent or any of its subsidiaries have either Optronics Subsidiary has continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or lessservice, or any material agreement pursuant to which Parent or any of its subsidiaries have either Optronics Subsidiary has continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Parent or any of its subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or lessOptronics France; (ev) any material agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Parent product Optronics Product, service or technology or any material agreement, contract or commitment currently in force to sell or distribute any Parent products, Optronics Products or service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the CompanyAvanex; (fvi) any agreement, contract or commitment currently in force to provide source code to any third party, including any escrow agent, for any product or technology that is material to the Optronics Business; (vii) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements agreements, arrangements or instruments relating to the borrowing of money or extension of credit; (g) any settlement agreement entered into within three (3) years prior to the date of this Agreement; or (hviii) any other agreement, contract or commitment that has (i) in connection with or pursuant to which Optronics France will spend or receive (or are expected to spend or receive), in the aggregate, more than $250,000 during the current fiscal year or during the next fiscal year; or (ix) any agreement or arrangement which is a value recognition, procedural or other agreement between any Optronics Subsidiary and any recognized independent trade union. (b) Each of $500,000 the Optronics Contracts is a legal, binding and enforceable obligation of Parent, the Optronics Subsidiary or more individually. the Affiliate of Parent, as the case may be. (c) Neither Parent nor any Parent, the Optronics Subsidiary or the Affiliates of its subsidiariesParent, as the case may be, nor to Parent's knowledge ’s Knowledge any other party to a Parent Contract (as defined below)any Optronics Contract, is in material breach, violation or default under, and neither Parent nor any of its subsidiaries Subsidiaries has received written notice that it is in breachhas materially breached, violation violated or default defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Parent or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the Parent Schedules (any such agreement, contract or commitment, a "PARENT CONTRACT") Optronics Contract in such a manner as would permit any other party to cancel or terminate any such Parent Optronics Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, individually or in the aggregate). (d) The performance of the Optronics Contracts in accordance with their terms will not, to Parent’s Knowledge, result in any material violation of or material failure to comply with any Legal Requirement.

Agreements, Contracts and Commitments. As Except as described in Section 2.18 of the date hereofCelldex Disclosure Schedule, neither the Company nor any of Celldex and its subsidiaries is a party are not parties to or is bound by: (a) any employment agreement of indemnification or consulting agreement, contract or commitment with any officer or director or higher level employee or member guaranty not entered into in the ordinary course of Parent's Board of Directors, business other than those that are terminable by Parent indemnification agreements between Celldex or its subsidiaries and any of its subsidiaries on no more than thirty (30) days' notice without liability their officers or financial obligation to Parentdirectors; (b) any agreement, contract or commitment containing any covenant that materially limits limiting the right freedom of Parent Celldex or any of its subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rightsperson; (c) any agreement, contract or commitment relating to capital expenditures and involving future obligations in excess of $100,000 and not cancelable without penalty; (d) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Parent or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Parent has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Parent's subsidiaries; (d) any dealer, distributor, joint marketing or development agreement currently in force under which Parent or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Parent or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Parent or any of its subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or lessenterprise; (e) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Parent product or technology or any agreement, contract or commitment currently in force to sell or distribute any Parent products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the Company; (f) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of creditcredit in excess of $100,000; (f) any joint marketing or development agreement; (g) any settlement distribution agreement entered into within three (3identifying any that contain exclusivity provisions); (h) years prior any plan or agreement pursuant to which all material amounts may become payable (whether currently or in the date future) to current or formed officers and directors of this AgreementCelldex and its subsidiaries as a result of or in connection with the Merger; or (hi) any other agreement, contract or commitment that has a value (excluding real and personal property leases) which involve payment by Celldex or its subsidiaries under any such agreement, contract or commitment of $500,000 100,000 or more individuallyin the aggregate and is not cancelable without penalty within thirty (30) days. Neither Parent nor any of Celldex and its subsidiariessubsidiaries have not, nor to Parent's Celldex’s or its subsidiaries’ knowledge has any other party to a Parent Celldex Contract (as defined below), is in breachbreached, violation violated or default defaulted under, and neither Parent nor any of its subsidiaries has or received written notice that it is in breachhas breached, violation violated, or default defaulted under, any of the material terms or conditions of of, or terminated any of the agreements, contracts or commitments to which Parent Celldex or any of its subsidiaries is are a party or by which it is they are bound that are required to be disclosed of the type described in the Parent Schedules clauses (a) through (i) above (any such agreement, contract or commitment, a "PARENT CONTRACT"“Celldex Contract”) in such a manner as would permit any other party to cancel or terminate any such Parent Celldex Contract, or would permit any other party to seek material damages or which would reasonably be expected to have a Celldex Material Adverse Effect. As to Celldex and its subsidiaries, each Celldex Contract is valid, binding, enforceable and in full force and effect, except as enforceability may be limited by bankruptcy and other remedies (for any or all similar laws and general principles of such breaches, violations or defaults, in the aggregate)equity.

Agreements, Contracts and Commitments. As (a) ATS and ATLANTIC is not a party to, as of the date hereof, neither the Company nor (i) any of its subsidiaries is a party to collective bargaining agreements or is bound by: any agreements that contain any severance pay liabilities or obligations, (aii) any Employee Benefit Plans, (iii) any employment or consulting agreement, contract or commitment with any officer an employee, or director or higher level employee or member of Parent's Board of Directorsagreements to pay severance, (iv) other than those that are terminable by Parent the continuing employment of Jxxxx Xxxxxxxx and Mxxxxx Xxxxxxxx, any agreements between or any among ATS and ATLANTIC or one of its subsidiaries on no more than thirty Affiliates or with any Related Person of ATS and ATLANTIC, (30v) days' notice without liability any agreement, indenture or financial obligation other instrument for borrowed money and any agreement or other instrument which contains restrictions with respect to Parent; payment of distributions in respect of any outstanding Securities that has not been disclosed to Cerberus in writing, (bvi) any agreement, contract or commitment containing any covenant that materially limits limiting the right freedom of Parent or any of its subsidiaries ATS and ATLANTIC to engage or compete in any line of business or to compete with any person Person or granting in any exclusive distribution rights; geographic area during any period of time, (cvii) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Parent or any capital expenditures in excess of its subsidiaries after the date of this Agreement of a material amount of assets $5,000, that has not been disclosed to Cerberus in the ordinary course of business or pursuant to which Parent has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Parent's subsidiaries; writing; (d) any dealer, distributor, joint marketing or development agreement currently in force under which Parent or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Parent or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Parent or any of its subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (eviii) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Parent product or technology or any agreement, contract or commitment currently in force to sell or distribute any Parent products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the Company; (f) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing acquisition, disposition or voting of money assets or extension capital stock of credit;any business enterprise, including ATS and ATLANTIC, (ix) any contract that requires ATS and ATLANTIC to purchase its total requirements of any product or service from a third party, that has not been disclosed to Cerberus in writing; (x) any contract that provides for the indemnification by ATS and ATLANTIC of any Person for, or the assumption of, any Tax, environmental or other liability of any Person, that has not been disclosed to Cerberus in writing; (xi) any broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting and advertising contract to which ATS and ATLANTIC is a party, that has not been disclosed to Cerberus in writing; (xii) except for contracts relating to trade receivables, any contract relating to indebtedness (including guarantees) of ATS and ATLANTIC, that has not been disclosed to Cerberus in writing; (xiii) any contract with any Governmental Authority to which ATS AND ATLANTIC is a party, that has not been disclosed to Cerberus in writing; (xiv) any contract to which ATS AND ATLANTIC is a party that provides for any joint venture, partnership or similar arrangement by ATS AND ATLANTIC, (xv) any tax partnership agreement, (xvi) any agreement that provides for an irrevocable power of attorney that will be in effect after the Closing Date or (xvii) any agreement that constitutes a lease of real property, that has not been disclosed to Cerberus in writing (it being acknowledged by the Parties that the Shareholder owns the real property in which ATS AND ATLANTIC currently operate, and is subject to a Lease Agreement). ATS AND ATLANTIC has made available to Cerberus accurate and complete copies of all written Material Contracts, including all amendments thereto. (gb) any settlement agreement entered into within three (3) years prior to the date of this Agreement; or (h) any other agreement, contract or commitment that ATS AND ATLANTIC has a value of $500,000 or more individually. Neither Parent nor any of its subsidiaries, nor to Parent's knowledge any other party to a Parent Contract (as defined below), is in breach, violation or default under, and neither Parent nor any of its subsidiaries has received written notice that it is in breach, violation or default under, not materially breached any of the material terms or conditions of any lease, contract, agreement, commitment, instrument or understanding (whether written or oral). There is not, to the Knowledge of ATS AND ATLANTIC, under any Material Contract, any default or event which, with notice or lapse of time or both, would constitute a material default on the part of any of the agreementsparties thereto, contracts or commitments to which Parent or any notice of its subsidiaries termination, cancellation or material modification. (c) Except to the extent the enforceability thereof may be limited by Creditor Rights, each of the Material Contracts (i) constitutes the valid and binding obligation of ATS AND ATLANTIC and constitutes the valid and binding obligation of the other parties thereto, (ii) is in full force and effect and (iii) immediately after the Closing, will continue to constitute a party or by which it is bound that are required to be disclosed in the Parent Schedules (any such agreement, contract or commitment, a "PARENT CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Parent Contract, or would permit any other party to seek material damages or other remedies (for any or all valid and binding obligation of such breaches, violations or defaults, in the aggregate)ATS AND ATLANTIC.

Agreements, Contracts and Commitments. As of the date hereof, neither except as set forth in SECTION 2.20 of the Company nor any of its subsidiaries Schedule, the Company is not a party to or is bound by: (a) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of Parent's Board of Directorsthe Company, other than those that are terminable by Parent or any of its subsidiaries the Company on no more than thirty (30) days' notice without liability or financial obligation to Parentthe Company; (b) any agreement of indemnification or any guaranty other than any agreement of indemnification entered into in connection with the purchase or license for use by the Company of software products or services in the ordinary course of business; (c) any agreement, contract or commitment containing any covenant that materially limits limiting in any respect the right of Parent or any of its subsidiaries the Company to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (cd) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Parent or any of its subsidiaries the Company after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Parent the Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Parent's subsidiariesenterprise; (de) any dealer, distributor, joint marketing or development agreement currently in force under which Parent or any of its subsidiaries have the Company has continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Parent or any of its subsidiaries have the Company has continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Parent or any of its subsidiaries the Company and which may not be canceled without penalty upon notice of ninety (90) days or less; (ef) any agreement, contract or commitment currently in force to provide source code to any third party for any product or technology that is material to the Company taken as a whole; (g) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Parent product Company product, service or technology or any agreement, contract or commitment currently in force to sell or distribute any Parent Company products, service or technology except agreements with distributors or sales representative representatives in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the CompanyParent; (fh) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (gi) any material settlement agreement entered into within three five (35) years prior to the date of this Agreement; or (hj) any other agreement, contract or commitment that has a value under which the Company is contractually obligated to make or entitled to receive payments of $500,000 100,000 or more individually. Neither Parent nor any of its subsidiariesThe Company, nor to Parentthe Company's knowledge any other party to a Parent Company Contract (as defined below), is not in breach, violation or default under, and neither Parent nor any of its subsidiaries the Company has not received written notice that it is in breachhas breached, violation violated or default defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Parent or any of its subsidiaries the Company is a party or by which it is bound that are required to be disclosed in the Parent Schedules Company Schedule (any such agreement, contract or commitment, a "PARENT COMPANY CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Parent Company Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. As of the date hereof, neither except as set forth in Section 2.20 of the Company nor any of its subsidiaries Schedule, the Company is not a party to or is bound by: (a) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of Parent's Board of Directorsthe Company, other than those that are terminable by Parent or any of its subsidiaries the Company on no more than thirty (30) days' notice without liability or financial obligation to Parentthe Company; (b) any agreement of indemnification or any guaranty other than any agreement of indemnification entered into in connection with the purchase or license for use by the Company of software products or services in the ordinary course of business; (c) any agreement, contract or commitment containing any covenant that materially limits limiting in any respect the right of Parent or any of its subsidiaries the Company to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (cd) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Parent or any of its subsidiaries the Company after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Parent the Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Parent's subsidiariesenterprise; (de) any dealer, distributor, joint marketing or development agreement currently in force under which Parent or any of its subsidiaries have the Company has continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Parent or any of its subsidiaries have the Company has continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Parent or any of its subsidiaries the Company and which may not be canceled without penalty upon notice of ninety (90) days or less; (ef) any agreement, contract or commitment currently in force to provide source code to any third party for any product or technology that is material to the Company taken as a whole; (g) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Parent product Company product, service or technology or any agreement, contract or commitment currently in force to sell or distribute any Parent Company products, service or technology except agreements with distributors or sales representative representatives in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the CompanyParent; (fh) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (gi) any material settlement agreement entered into within three five (35) years prior to the date of this Agreement; or (hj) any other agreement, contract or commitment that has a value under which the Company is contractually obligated to make or entitled to receive payments of $500,000 100,000 or more individually. Neither Parent nor any of its subsidiariesThe Company, nor to Parentthe Company's knowledge any other party to a Parent Company Contract (as defined below), is not in breach, violation or default under, and neither Parent nor any of its subsidiaries the Company has not received written notice that it is in breachhas breached, violation violated or default defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Parent or any of its subsidiaries the Company is a party or by which it is bound that are required to be disclosed in the Parent Schedules Company Schedule (any such agreement, contract or commitment, a "PARENT CONTRACTCompany Contract") in such a manner as would permit any other party to cancel or terminate any such Parent Company Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).