Common use of Agreements, Contracts and Commitments Clause in Contracts

Agreements, Contracts and Commitments. (a) Except as set forth in the HL SEC Reports filed prior to the date of this Agreement or as set forth on Schedule 5.19(a), other than confidentiality and non-disclosure agreements, there are no contracts, agreements, leases, mortgages, indentures, notes, bonds, Liens, license, permit, franchise, purchase orders, sales orders or other understandings, commitments or obligations (including without limitation outstanding offers or proposals) of any kind, whether written or oral, to which HL a party or by or to which any of the properties or assets of HL may be bound, subject or affected, which may not be cancelled without penalty or liability by HL on less than 30 days’ or less prior notice (“HL Contracts”). All HL Contracts are listed in Schedule 5.19 other than those that are exhibits to the HL SEC Reports. (b) Except as set forth in the HL SEC Reports filed prior to the date of this Agreement, each HL Contract was entered into at arms’ length and in the ordinary course, is in full force and effect, and is valid and binding upon and enforceable against each of the parties thereto, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. True, correct, and complete copies of all HL Contracts (or written summaries in the case of oral HL Contracts) have been made available to the Company or Company counsel. (c) Neither HL nor, to the knowledge of HL, any other party thereto is in breach of or in default under, and no event has occurred which with notice or lapse of time or both would become a breach of or default under, any HL Contract, and no party to any HL Contract has given any written notice of any claim of any such breach, default or event, which, individually or in the aggregate, are reasonably likely to have a Material Adverse Effect on HL. Each HL Contract that has not expired by its terms is in full force and effect, except where such failure to be in full force and effect is not reasonably likely to have a Material Adverse Effect on HL.

Agreements, Contracts and Commitments. (a) Except as set forth in the HL Parent SEC Reports filed prior to the date of this Agreement or as set forth on Schedule 5.19(a)Agreement, other than and with respect to confidentiality and non-disclosure nondisclosure agreements, there are no contracts, agreements, leases, mortgages, indentures, notes, bonds, Liensliens, license, permit, franchise, purchase orders, sales orders or other understandings, commitments or obligations (including without limitation outstanding offers or proposals) of any kind, whether written or oral, to which HL Parent is a party or by or to which any of the properties or assets of HL Parent may be bound, subject or affected, which either (a) creates or imposes a liability greater than $25,000, or (b) may not be cancelled without penalty or liability by HL Parent on less than 30 days’ or less prior notice (“HL Parent Contracts”). All HL Parent Contracts are listed in Schedule 5.19 3.19 other than those that are exhibits to the HL Parent SEC Reports. (b) Except as set forth in the HL Parent SEC Reports filed prior to the date of this Agreement, each HL Parent Contract was entered into at arms’ length and in the ordinary course, is in full force and effect, effect and is valid and binding upon and enforceable against each of the parties thereto, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. True, correct, correct and complete copies of all HL Parent Contracts (or written summaries in the case of oral HL Parent Contracts) and of all outstanding offers or proposals of Parent have been made available heretofore delivered to the Company or Company counselCompany. (c) Neither HL Parent nor, to the knowledge of HLParent, any other party thereto is in breach of or in default under, and no event has occurred which with notice or lapse of time or both would become a breach of or default under, any HL Parent Contract, and no party to any HL Parent Contract has given any written notice of any claim of any such breach, default or event, which, individually or in the aggregate, are reasonably likely to have a Material Adverse Effect on HLParent. Each HL Contract agreement, contract or commitment to which Parent is a party or by which it is bound that has not expired by its terms is in full force and effect, except where such failure to be in full force and effect is not reasonably likely to have a Material Adverse Effect on HLParent.

Agreements, Contracts and Commitments. (a) Except as set forth in the HL GSME SEC Reports filed prior to the date of this Agreement or as set forth on Schedule 5.19(a)Agreement, other than and with respect to confidentiality and non-disclosure nondisclosure agreements, there are no contracts, agreements, leases, mortgages, indentures, notes, bonds, Liensliens, licenselicenses, permitpermits, franchisefranchises, purchase orders, sales orders or other understandings, commitments or obligations (including without limitation outstanding offers or proposals) of any kind, whether written or oral, to which HL GSME or GSME Sub is a party or by or to which any of the properties or assets of HL GSME or GSME Sub may be bound, subject or affected, which either (a) create or impose a liability greater than twenty-five thousand dollars ($25,000), or (b) may not be cancelled without penalty by GSME or liability by HL GSME Sub on less than 30 thirty (30) days’ or less prior notice (“HL GSME Contracts”). All HL GSME Contracts are listed in Schedule 5.19 4.19 other than those that are exhibits to the HL GSME SEC Reports. (b) Except as set forth in the HL GSME SEC Reports filed prior to the date of this Agreement, each HL GSME Contract was entered into at arms’ length and in the ordinary course, is in full force and effect, effect and is valid and binding upon and enforceable against each of the parties thereto, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. True, correct, correct and complete copies of all HL GSME Contracts (or written summaries in the case of oral HL GSME Contracts) and of all outstanding offers or proposals of GSME or GSME Sub have been heretofore delivered to or otherwise made available to the Company or Company counselPlastec. (c) Neither HL GSME, GSME Sub nor, to the knowledge Knowledge of HLGSME or GSME Sub, any other party thereto is in breach of or in default under, and no event has occurred which with notice or lapse of time or both would become a breach of or default under, any HL GSME Contract, and no party to any HL GSME Contract has given any written notice of any claim claims of any such breachbreaches, default defaults or eventevents, which, individually or in the aggregate, are reasonably likely to have a Material Adverse Effect on HLGSME or GSME Sub. Each HL Contract agreement, contract or commitment to which GSME or GSME Sub is a party or by which it is bound that has not expired by its terms is in full force and effect, except where such failure to be in full force and effect is not reasonably likely to have a Material Adverse Effect on HLGSME or GSME Sub.

Agreements, Contracts and Commitments. (a) Except as set forth in Section 3.10(a) of the HL SEC Reports filed prior Company 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 the Company and its Subsidiaries, taken as a whole, that is required to be filed as an exhibit to any Company 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 "Company Material Contract"). Except as would not individually or in the aggregate have a Company Material Adverse Effect, each Company Material Contract is a valid and binding obligation of this Agreement the Company or as set forth on Schedule 5.19(a)one of its Subsidiaries and is in full force and effect and enforceable against the Company or one of its Subsidiaries and, to the knowledge of the Company, the other party or parties thereto, in each case in accordance with its terms, other than confidentiality any Company Material Contract which is by its terms no longer in force or effect and non-disclosure agreementsexcept as enforceability may be limited by bankruptcy, there are no contractsinsolvency, agreements, leases, mortgages, indentures, notes, bonds, Liens, license, permit, franchise, purchase orders, sales orders moratorium or other understandings, commitments similar laws affecting or obligations (including without limitation outstanding offers or proposals) of any kind, whether written or oral, to which HL a party or by or to which any of the properties or assets of HL may be bound, subject or affected, which may not be cancelled without penalty or liability by HL on less than 30 days’ or less prior notice (“HL Contracts”). All HL Contracts are listed in Schedule 5.19 other than those that are exhibits relating to the HL SEC Reportsenforcement of creditors' rights generally and is subject to general principles of equity. The Company is not in violation or breach of or in default under any Company Material Contract, nor to the Company's knowledge is any other party to any such Company Material Contract, except to the extent any such violation, breach or default would not individually or in the aggregate have a Company Material Adverse Effect. (b) Except as set forth in Section 3.10(b) of the HL Company Disclosure Letter and for documents filed or listed as exhibits to the Company SEC Reports filed with the SEC subsequent to December 31, 2003 and prior to the date hereof, as of this Agreementthe date hereof, each HL Contract was entered into at arms’ length and neither the Company nor any of its Subsidiaries is a party to or bound by any (a) contract, agreement or arrangement (including any lease of real property) (i) materially restricting the ability of the Company or any of its Subsidiaries (or after the Merger, Parent or any of its Subsidiaries) to compete in or conduct any line of business or to engage in business in any significant geographic area, (ii) relating to indebtedness for borrowed money providing for payment or repayment in excess of $20.0 million, (iii) relating to any material joint venture, partnership, strategic alliance or similar arrangement, (iv) requiring the Company or any of its Subsidiaries to register for resale under the Securities Act any securities of the Company or any of its Subsidiaries, (v) relating to the disposition or acquisition of material assets not in the ordinary course, is in full force and effect, and is valid and binding upon and enforceable against each course of the parties thereto, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriumbusiness, or similar laws affecting creditors’ rights generally (vi) providing for performance guarantees or contingent payments by principles governing the availability of equitable remedies. True, correct, and complete copies of all HL Contracts (or written summaries in the case of oral HL Contracts) have been made available to the Company or Company counselany of its Subsidiaries, in each case involving more than $15.0 million over the term of the relevant contract, or (b) financial derivatives master agreements, confirmation, or futures account opening agreements and/or brokerage statements evidencing financial hedging or other trading activities. (c) Neither HL nor, to the knowledge of HL, any other party thereto is in breach of or in default under, and no event has occurred which with notice or lapse of time or both would become a breach of or default under, any HL Contract, and no party to any HL Contract has given any written notice of any claim of any such breach, default or event, which, individually or in the aggregate, are reasonably likely to have a Material Adverse Effect on HL. Each HL Contract that has not expired by its terms is in full force and effect, except where such failure to be in full force and effect is not reasonably likely to have a Material Adverse Effect on HL.

Agreements, Contracts and Commitments. (a) Except as set forth in the HL Parent SEC Reports filed prior to the date of this Agreement or as set forth on Schedule 5.19(a3.19(a), other than confidentiality and non-disclosure agreements, there are no contracts, agreements, leases, mortgages, indentures, notes, bonds, Liens, license, permit, franchise, purchase orders, sales orders or other understandings, commitments or obligations (including without limitation outstanding offers or proposals) of any kind, whether written or oral, to which HL Parent or Merger Sub is a party or by or to which any of the properties or assets of HL Parent or Merger Sub may be bound, subject or affected, which may not be cancelled without penalty or liability by HL Parent or Merger Sub on less than 30 days’ or less prior notice (“HL Parent Contracts”). All HL Parent Contracts are listed in Schedule 5.19 3.19 other than those that are exhibits to the HL Parent SEC Reports. (b) Except as set forth in the HL Parent SEC Reports filed prior to the date of this Agreement, each HL Parent Contract was entered into at arms’ length and in the ordinary course, is in full force and effect, and is valid and binding upon and enforceable against each of the parties thereto, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. True, correct, and complete copies of all HL Parent Contracts (or written summaries in the case of oral HL Parent Contracts) have been heretofore been made available to the Company or Company counsel. (c) Neither HL Parent or Merger Sub nor, to the knowledge of HLParent, any other party thereto is in breach of or in default under, and no event has occurred which with notice or lapse of time or both would become a breach of or default under, any HL Parent Contract, and no party to any HL Parent Contract has given any written notice of any claim of any such breach, default or event, which, individually or in the aggregate, are reasonably likely to have a Material Adverse Effect on HLParent or Merger Sub. Each HL Parent Contract that has not expired by its terms is in full force and effect, except where such failure to be in full force and effect is not reasonably likely to have a Material Adverse Effect on HLParent or Merger Sub.

Agreements, Contracts and Commitments. (a) Except as set forth in the HL Delcorp SEC Reports filed prior to the date of this Agreement or as set forth on Schedule 5.19(a)Agreement, other than confidentiality and non-disclosure agreements, there are no contracts, agreements, leases, mortgages, indentures, notes, bonds, Liensliens, license, permit, franchise, purchase orders, sales orders or other understandings, commitments or obligations (including without limitation outstanding offers or proposals) of any kind, whether written or oral, to which HL Delcorp is a party or by or to which any of the properties or assets of HL Delcorp may be bound, subject or affected, which either (a) creates or imposes a liability greater than $25,000, or (b) may not be cancelled without penalty or liability by HL Delcorp on less than 30 days’ or less prior notice (“HL Delcorp Contracts”). All HL Delcorp Contracts are listed in Schedule 5.19 3.19 other than those that are exhibits to the HL Delcorp SEC Reports. (b) Except as set forth in the HL Delcorp SEC Reports filed prior to the date of this Agreement, each HL Delcorp Contract was entered into at arms’ length and in the ordinary course, is in full force and effect, effect and is valid and binding upon and enforceable against each of the parties thereto, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. True, correct, correct and complete copies of all HL Delcorp Contracts (or written summaries in the case of oral HL Delcorp Contracts) and of all outstanding offers or proposals of Delcorp have been heretofore made available to the Company or Company counselCompany. (c) Neither HL Delcorp nor, to the knowledge of HLDelcorp, any other party thereto is in breach of or in default under, and no event has occurred which with notice or lapse of time or both would become a breach of or default under, any HL Delcorp Contract, and no party to any HL Delcorp Contract has given any written notice of any claim of any such breach, default or event, which, individually or in the aggregate, are reasonably likely to have a Material Adverse Effect on HLDelcorp. Each HL Contract agreement, contract or commitment to which Delcorp is a party or by which it is bound that has not expired by its terms is in full force and effect, except where such failure to be in full force and effect is not reasonably likely to have a Material Adverse Effect on HLDelcorp.

Agreements, Contracts and Commitments. (a) Except as set forth in the HL MAQ SEC Reports filed prior to the date of this Agreement or as set forth on Schedule 5.19(a)Agreement, other than except those agreements containing only confidentiality and nondisclosure terms, non-disclosure agreementssolicitation terms and no other material provisions and except engagement letters with advisors, there are no contracts, agreements, leases, mortgages, indentures, notes, bonds, Liens, license, permit, franchise, purchase orders, sales orders or other understandings, commitments Contracts or obligations (including without limitation outstanding offers or proposals) of any kind, whether written or oral, to which HL MAQ or the Merger Subsidiary is a party or by or to which any of the properties or assets of HL MAQ or the Merger Subsidiary may be bound, subject or affectedaffected without penalty or cost, which either (i) creates or imposes a liability greater than US$250,000 or (ii) may not be cancelled without penalty or liability by HL MAQ on less than 30 thirty (30) days’ or less prior notice (the “HL MAQ Contracts”). All HL MAQ Contracts are listed in Schedule 5.19 4.16(a) other than this Agreement, those contemplated by this Agreement and those that are exhibits to the HL SEC Reports. (b) Except as set forth in the HL MAQ SEC Reports filed prior to the date of this Agreement, each HL . (b) Each MAQ Contract was entered into at arms’ length and in the ordinary course, is in full force and effect, and is valid and binding upon and enforceable against MAQ or the Merger Subsidiary, as applicable, and, to MAQ’s knowledge, each of the other parties thereto, thereto (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies). True, correct, correct and complete copies of all HL MAQ Contracts (or written summaries in the case of oral HL Contracts) have been heretofore made available to the Company or Company counselCompany. (c) Neither HL MAQ, the Merger Subsidiary, nor, to the knowledge of HLMAQ, any other party thereto is in breach of or in default under, and no event has occurred which with notice or lapse of time or both would become a breach of or default under, any HL MAQ Contract, and no party to any HL MAQ Contract has given any written notice of any claim of any such breach, default or event, whichexcept, in each case, as would not individually or in the aggregate, are be reasonably likely to have a Material Adverse Effect on HLMAQ or the Merger Subsidiary. Each HL Contract agreement, contract or commitment to which MAQ or the Merger Subsidiary is a party or by which it is bound that has not expired by its terms is in full force and effect, except where such failure to be in full force and effect is not reasonably likely to have a Material Adverse Effect material effect on HLMAQ or the Merger Subsidiary, as applicable.

Agreements, Contracts and Commitments. (a) Except as set forth in the HL Key SEC Reports filed prior to the date of this Agreement or as set forth on Schedule 5.19(a), other than confidentiality and non-disclosure agreementsAgreement, there are no contracts, agreements, leases, mortgages, indentures, notes, bonds, Liensliens, licenselicenses, permitpermits, franchisefranchises, purchase orders, sales orders or other understandings, commitments or obligations (including without limitation outstanding offers or proposals) of any kind, whether written or oral, to which HL Key is a party or by or to which any of the properties or assets of HL Key may be bound, subject or affected, which either (i) creates or imposes a liability greater than $25,000, or (ii) may not be cancelled without penalty or liability by HL Key on less than 30 days’ or less prior notice (“HL Key Contracts”). All HL Key Contracts are listed set forth in Schedule 5.19 3.14 other than those that are exhibits to the HL Key SEC Reports. (b) Except as set forth in the HL SEC Reports filed prior to the date of this Agreement, each HL Each Key Contract was entered into at arms’ length and in the ordinary course, is in full force and effect, effect and is valid and binding upon and enforceable against each of the parties thereto, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. True, correct, correct and complete copies of all HL Key Contracts (or written summaries in the case of oral HL Key Contracts) and of all outstanding offers or proposals of Key have been made available heretofore delivered to the Company or Company counselCompany. (c) Neither HL Key nor, to the knowledge Knowledge of HLKey, any other party thereto is in breach of or in default under, and no event has occurred which with notice or lapse of time or both would become a breach of or default under, any HL Key Contract, and no party to any HL Key Contract has given any written notice of any claim of any such breach, default or event, which, individually or in the aggregate, are reasonably likely to have a Material Adverse Effect on HLKey. Each HL Contract agreement, contract or commitment to which Key is a party or by which it is bound that has not expired by its terms is in full force and effect, except where such failure to be in full force and effect is not reasonably likely to have a Material Adverse Effect on HLKey.

Agreements, Contracts and Commitments. (a) Except as set forth in the HL SEC Reports filed prior to the date of this Agreement or as set forth on Schedule 5.19(a), other than confidentiality and non-disclosure agreements, there There are no contracts, agreements, leases, mortgages, indentures, notes, bonds, Liensliens, license, permit, franchise, purchase orders, sales orders or other understandings, commitments or obligations (including without limitation outstanding offers or proposals) of any kind, whether written or oral, to which HL KBL is a party or by or to which any of the properties or assets of HL KBL may be bound, subject or affected, which either (a) creates or imposes a liability greater than $50,000, or (b) may not be cancelled without penalty or liability by HL KBL on less than 30 days’ or less prior notice (“HL KBL Contracts”). All HL KBL Contracts are listed in Schedule 5.19 other than those that are exhibits to the HL SEC Reports3.19. (b) Except as set forth in the HL SEC Reports filed prior to the date of this AgreementSchedule 3.19, each HL KBL Contract was entered into at arms’ length and in the ordinary course, is in full force and effect, effect and is valid and binding upon and enforceable against each of the parties thereto, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. True, correct, correct and complete copies of all HL KBL Contracts (or written summaries in the case of oral HL KBL Contracts) and of all outstanding offers or proposals of KBL have been heretofore made available to the Company PRWT or Company PRWT’s counsel. (c) Neither HL KBL nor, to the knowledge of HLKBL, any other party thereto is in breach of or in default under, and no event has occurred which with notice or lapse of time or both would become a breach of or default under, any HL KBL Contract, and no party to any HL KBL Contract has given any written notice of any claim of any such breach, default or event, which, individually or in the aggregate, are reasonably likely to have a Material Adverse Effect on HLKBL. Each HL Contract agreement, contract or commitment to which KBL is a party or by which it is bound that has not expired by its terms is in full force and effect, except where such failure to be in full force and effect is not reasonably likely to have a Material Adverse Effect on HLKBL.

Agreements, Contracts and Commitments. (a) Except as set forth in the HL SEC Reports filed prior There are no agreements that are material to the date business , financial condition or results of this Agreement or operations of Xxxxxx and its Subsidiaries taken as set forth on Schedule 5.19(aa whole (“Xxxxxx Material Contracts”), other than confidentiality those Xxxxxx Material Contracts identified on the exhibit indices of the Xxxxxx Filed SEC Documents. Each Xxxxxx Material Contract is in full force and non-disclosure agreementseffect and is enforceable in accordance with its terms, there are no contracts, agreements, leases, mortgages, indentures, notes, bonds, Liens, license, permit, franchise, purchase orders, sales orders or other understandings, commitments or obligations (including without limitation outstanding offers or proposals) subject to the Bankruptcy and Equity Exception. Neither Xxxxxx nor any of any kind, whether written or oralits Subsidiaries nor, to Xxxxxx’x knowledge, any other party to any Xxxxxx Material Contract is in violation of or in default under (nor does there exist any condition which, upon the passage of time or the giving of notice or both, would cause such a violation of or default under) any agreement to which HL it is a party or by which it or to which any of the its properties or assets of HL may be is bound, subject except for violations or affecteddefaults that have not had, which may and are not be cancelled without penalty reasonably likely to have, individually or liability by HL on less than 30 days’ or less prior notice (“HL Contracts”). All HL Contracts are listed in Schedule 5.19 other than those that are exhibits to the HL SEC Reportsaggregate, an Xxxxxx Material Adverse Effect. (b) Except as set forth in Section 4.9(b) of the HL Xxxxxx Disclosure Letter, there are no agreements to which Xxxxxx or any of its Subsidiaries is a party or bound with any Affiliate of Xxxxxx (other than any Subsidiary which is a direct or indirect wholly owned Subsidiary of Xxxxxx or agreements with directors or officers of Xxxxxx or its Subsidiaries that are disclosed in the Xxxxxx Filed SEC Reports filed prior to Documents). Except as disclosed in the date Xxxxxx Filed SEC Documents, neither Xxxxxx nor any of this Agreement, each HL Contract was its Subsidiaries has entered into at arms’ length and in the ordinary course, is in full force and effect, and is valid and binding upon and enforceable against each any transaction with any Affiliate of the parties thereto, except insofar as enforceability may Xxxxxx or any of its Subsidiaries or any transaction that would be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally or by principles governing the availability subject to proxy statement disclosure pursuant to Item 404 of equitable remedies. True, correct, and complete copies of all HL Contracts (or written summaries in the case of oral HL Contracts) have been made available to the Company or Company counsel.Regulation S-K. (c) Neither HL norThere is no non-competition or other similar agreement, judgment, injunction or order to the knowledge which Xxxxxx or any of HL, any other its Subsidiaries is a party thereto or is in breach of subject that has or in default under, and no event has occurred which with notice or lapse of time or both would become a breach of or default under, any HL Contract, and no party to any HL Contract has given any written notice of any claim of any such breach, default or event, which, individually or in the aggregate, are reasonably likely be expected to have a Material Adverse Effect on HL. Each HL Contract that has not expired by the effect of prohibiting, restricting or impairing in any material respect the conduct of the business of Xxxxxx or any of its terms is in full force Subsidiaries or, following the Effective Time, Galileo or any of its Subsidiaries as currently conducted and effect, except where such failure as proposed to be conducted in full force and effect is not reasonably likely to have a Material Adverse Effect on HLany material respect.

Agreements, Contracts and Commitments. (a) Except as set forth in the HL Parent SEC Reports filed prior to the date of this Agreement or as set forth on in Schedule 5.19(a4.19(a), other than confidentiality and non-disclosure agreements, there are no contracts, agreements, leases, mortgages, indentures, notes, bonds, Liens, licenselicenses, permitPermits, franchisefranchises, purchase orders, sales orders orders, or other understandings, commitments commitments, or obligations (including without limitation outstanding offers or proposals) of any kind, whether written or oral, to which HL Parent or Merger Sub is a party or by or to which any of the properties or assets of HL Parent or Merger Sub may be bound, subject or affected, which may not be cancelled without penalty by Parent or liability by HL Merger Sub on less than 30 days’ or less prior notice (“HL Parent Contracts”). All HL Contracts are listed in Schedule 5.19 other than those that are exhibits to the HL SEC Reports. (b) Except as set forth in the HL Parent SEC Reports filed prior to the date of this Agreement, each HL Parent Contract was entered into at arms’ length and in the ordinary course, is in full force and effect, and is valid and binding upon and enforceable against each of the parties thereto, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. True, correct, and complete copies of all HL Parent Contracts (or written summaries in the case of oral HL Parent Contracts) have been heretofore been made available to the Company or Company counsel. (c) Neither HL Parent or Merger Sub nor, to the knowledge of HLParent, any other party thereto is in breach of or in default under, and no event has occurred which with notice or lapse of time or both would become a breach of or default under, any HL Parent Contract, and no party to any HL Parent Contract has given any written notice of any claim of any such breach, default or event, which, individually or in the aggregate, are reasonably likely to have a Material Adverse Effect on HLParent. Each HL Parent Contract that has not expired by its terms is in full force and effect, except where such failure to be in full force and effect is not reasonably likely to have a Material Adverse Effect on HLParent.

Agreements, Contracts and Commitments. (a) Except as set forth in the HL Parent SEC Reports filed prior to the date of this Agreement or as set forth on Schedule 5.19(a), other than confidentiality and non-disclosure agreementsAgreement, there are no contracts, agreements, leases, mortgages, indentures, notes, bonds, Liensliens, license, permit, franchise, purchase orders, sales orders or other understandings, commitments or obligations (including without limitation outstanding offers or proposals) of any kind, whether written or oral, to which HL Parent or any of its Subsidiaries is a party or by or to which any of the properties or assets of HL Parent or any of its Subsidiaries may be bound, subject or affected, which may not be cancelled without penalty or liability by HL on less than 30 days’ or less prior notice affected (“HL Parent Contracts”). All HL Parent Contracts are listed in on Schedule 5.19 5.19(a) of the Parent Disclosure Letter other than those that are exhibits to the HL Parent SEC ReportsReports filed prior to the date of this Agreement. (b) Except as set forth in the HL Parent SEC Reports filed prior to the date of this Agreement, each HL Parent Contract was entered into at arms’ length and in the ordinary course, is in full force and effect, effect and is valid and binding upon and enforceable against each of the parties thereto, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. True, correct, correct and complete copies of all HL Parent Contracts (or written summaries in the case of oral HL Parent Contracts) have been heretofore been made available to the Company or Company counsel. (c) Neither HL Parent or any of its Subsidiaries nor, to the knowledge of HLParent, any other party thereto is in breach of or in default under, and no event has occurred which with notice or lapse of time or both would become a breach of or default under, any HL Parent Contract, and no party to any HL Parent Contract has given any written notice of any claim of any such breach, default or event, which, individually or in the aggregate, are reasonably likely to have a Material Adverse Effect on HLParent. Each HL Contract agreement, contract or commitment to which Parent or any of its Subsidiaries is a party or by which it is bound that has not expired by its terms is in full force and effect, except where such failure to be in full force and effect is not reasonably likely to have a Material Adverse Effect on HLParent. (d) All Finder Fee Agreements (as defined in the Parent Disclosure Letter) have been provided to the Company prior to the date hereof. Parent owes no amounts and will owe no amounts under the Finder Fee Agreements.

Agreements, Contracts and Commitments. (a) Except as set forth in the HL EdtechX SEC Reports filed prior to the date of this Agreement or as set forth on Schedule 5.19(a4.19(a), other than confidentiality and non-disclosure agreements, there are no contracts, agreements, leases, mortgages, indentures, notes, bonds, Liens, license, permit, franchise, purchase orders, sales orders or other understandings, commitments or obligations (including without limitation outstanding offers or proposals) of any kind, whether written or oral, to which HL EdtechX is a party or by or to which any of the properties or assets of HL EdtechX may be bound, subject or affected, which may not be cancelled without penalty or liability by HL EdtechX on less than 30 days’ or less prior notice (“HL EdtechX Contracts”). All HL EdtechX Contracts are listed in Schedule 5.19 4.19 other than those that are exhibits to the HL EdtechX SEC Reports. (b) Except as set forth in the HL EdtechX SEC Reports filed prior to the date of this AgreementReports, each HL EdtechX Contract was entered into at arms’ length and in the ordinary course, is in full force and effect, and is valid and binding upon and enforceable against each of the parties thereto, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. True, correct, and complete copies of all HL EdtechX Contracts (or written summaries in the case of oral HL EdtechX Contracts) have been made available to the Company or Company counsel. (c) Neither HL norEdtechX is not, and to the knowledge of HLEdtechX, any no other party thereto is in breach of or in default under, and no event has occurred which with notice or lapse of time or both would become a breach of or default under, any HL EdtechX Contract, and no party to any HL EdtechX Contract has given any written notice of any claim of any such breach, default or event, which, individually or in the aggregate, are reasonably likely to have a Material Adverse Effect on HL. EdtechX. Each HL EdtechX Contract that has not expired by its terms is in full force and effect, except where such failure to be in full force and effect is not reasonably likely to have a Material Adverse Effect on HL.EdtechX.

Agreements, Contracts and Commitments. (a) Except as set forth in Section 3.10(a) of the HL SEC Reports filed prior Company 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 the Company and its Subsidiaries, taken as a whole, that is required to be filed as an exhibit to any Company 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 “Company Material Contract”). Except as would not individually or in the aggregate have a Company Material Adverse Effect, each Company Material Contract is a valid and binding obligation of this Agreement the Company or as set forth on Schedule 5.19(a)one of its Subsidiaries and is in full force and effect and enforceable against the Company or one of its Subsidiaries and, to the knowledge of the Company, the other party or parties thereto, in each case in accordance with its terms, other than confidentiality any Company Material Contract which is by its terms no longer in force or effect and non-disclosure agreementsexcept as enforceability may be limited by bankruptcy, there are no contractsinsolvency, agreements, leases, mortgages, indentures, notes, bonds, Liens, license, permit, franchise, purchase orders, sales orders moratorium or other understandings, commitments similar laws affecting or obligations (including without limitation outstanding offers or proposals) of any kind, whether written or oral, to which HL a party or by or to which any of the properties or assets of HL may be bound, subject or affected, which may not be cancelled without penalty or liability by HL on less than 30 days’ or less prior notice (“HL Contracts”). All HL Contracts are listed in Schedule 5.19 other than those that are exhibits relating to the HL SEC Reportsenforcement of creditors’ rights generally and is subject to general principles of equity. The Company is not in violation or breach of or in default under any Company Material Contract, nor to the Company’s knowledge is any other party to any such Company Material Contract, except to the extent any such violation, breach or default would not individually or in the aggregate have a Company Material Adverse Effect. (b) Except as set forth in Section 3.10(b) of the HL Company Disclosure Letter and for documents filed or listed as exhibits to the Company SEC Reports filed with the SEC subsequent to December 31, 2003 and prior to the date hereof, as of this Agreementthe date hereof, each HL Contract was entered into at arms’ length and neither the Company nor any of its Subsidiaries is a party to or bound by any (a) contract, agreement or arrangement (including any lease of real property) (i) materially restricting the ability of the Company or any of its Subsidiaries (or after the Merger, Parent or any of its Subsidiaries) to compete in or conduct any line of business or to engage in business in any significant geographic area, (ii) relating to indebtedness for borrowed money providing for payment or repayment in excess of $20.0 million, (iii) relating to any material joint venture, partnership, strategic alliance or similar arrangement, (iv) requiring the Company or any of its Subsidiaries to register for resale under the Securities Act any securities of the Company or any of its Subsidiaries, (v) relating to the disposition or acquisition of material assets not in the ordinary course, is in full force and effect, and is valid and binding upon and enforceable against each course of the parties thereto, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriumbusiness, or similar laws affecting creditors’ rights generally (vi) providing for performance guarantees or contingent payments by principles governing the availability of equitable remedies. True, correct, and complete copies of all HL Contracts (or written summaries in the case of oral HL Contracts) have been made available to the Company or Company counselany of its Subsidiaries, in each case involving more than $15.0 million over the term of the relevant contract, or (b) financial derivatives master agreements, confirmation, or futures account opening agreements and/or brokerage statements evidencing financial hedging or other trading activities. (c) Neither HL nor, to the knowledge of HL, any other party thereto is in breach of or in default under, and no event has occurred which with notice or lapse of time or both would become a breach of or default under, any HL Contract, and no party to any HL Contract has given any written notice of any claim of any such breach, default or event, which, individually or in the aggregate, are reasonably likely to have a Material Adverse Effect on HL. Each HL Contract that has not expired by its terms is in full force and effect, except where such failure to be in full force and effect is not reasonably likely to have a Material Adverse Effect on HL.

Agreements, Contracts and Commitments. (a) Except as set forth in the HL Parent SEC Reports filed prior to the date of this Agreement or as set forth on Schedule 5.19(a3.19(a), other than confidentiality and non-disclosure agreements, there are no contracts, agreements, leases, mortgages, indentures, notes, bonds, Liens, license, permit, franchise, purchase orders, sales orders or other understandings, commitments or obligations (including without limitation outstanding offers or proposals) of any kind, whether written or oral, to which HL Parent or either Merger Sub is a party or by or to which any of the properties or assets of HL Parent or Merger Subs may be bound, subject or affected, which may not be cancelled without penalty or liability by HL Parent or Merger Subs on less than 30 days’ or less prior notice (“HL Parent Contracts”). All HL Parent Contracts are listed in Schedule 5.19 3.19 other than those that are exhibits to the HL Parent SEC Reports. (b) Except as set forth in the HL Parent SEC Reports filed prior to the date of this Agreement, each HL Parent Contract was entered into at arms’ length and in the ordinary course, is in full force and effect, and and, to the knowledge of Parent, is valid and binding upon and enforceable against each of the parties thereto, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. True, correct, and complete copies of all HL Parent Contracts (or written summaries in the case of oral HL Parent Contracts) have been heretofore made available to the Company or Company counsel. (c) Neither HL None of Parent or either Merger Sub nor, to the knowledge of HLParent, any other party thereto is in breach of or in default under, and and, to the knowledge of Parent, no event has occurred which with notice or lapse of time or both would become a breach of or default under, any HL Parent Contract, and no party to any HL Parent Contract has given any written notice of any claim of any such breach, default or event, which, individually or in the aggregate, are reasonably likely to have a Material Adverse Effect on HLParent. Each HL Parent Contract that has not expired by its terms is in full force and effect, except where such failure to be in full force and effect is not reasonably likely to have a Material Adverse Effect on HLParent.

Agreements, Contracts and Commitments. (a) Except as set Section 7.2 of the AREH Disclosure Letter sets forth a true, correct and complete list and, if such Contract is not in the HL SEC Reports filed prior to the date of this Agreement or as set forth on Schedule 5.19(a)writing, other than confidentiality and non-disclosure agreements, there are no contracts, agreements, leases, mortgages, indentures, notes, bonds, Liens, license, permit, franchise, purchase orders, sales orders or other understandings, commitments or obligations (including without limitation outstanding offers or proposals) a description of any kindmaterial terms thereof, whether written or oral, to which HL a party or by or of each material Contract to which any of the properties AREH Subs is a party or assets of HL may be boundto which any is bound (collectively, subject or affected, which may not be cancelled without penalty or liability by HL on less than 30 days’ or less prior notice (the “HL AREH Subs Contracts”), in each case in effect on the date hereof. All HL The AREH Selling Parties have delivered or made available to Buyer full copies of all written AREH Subs Contracts are listed as in Schedule 5.19 other than those that are exhibits effect on the date hereof. Each Assumed AREH Subs Contract is valid and binding upon the AREH Subs (and, to the HL SEC Reports. (b) Except as set forth AREH Selling Parties’ knowledge, on all other parties thereto), in the HL SEC Reports filed prior to the date of this Agreement, each HL Contract was entered into at arms’ length accordance with its terms and in the ordinary course, is in full force and effect. As of the Measurement Date, (i) there is no breach or violation of or default by any of the AREH Subs under any Assumed AREH Subs Contract, whether or not such breach, violation or default has been waived, (ii) to the AREH Selling Parties’ knowledge there is no breach or violation of or default by any other Person under any Assumed AREH Subs Contract, (iii) the AREH Subs have performed all obligations required to be performed by the AREH Subs under any Assumed AREH Subs Contract, and is valid and binding upon and enforceable against each of the parties thereto, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. True, correct, and complete copies of all HL Contracts (or written summaries in the case of oral HL Contractsiv) have been made available to the Company or Company counsel. (c) Neither HL nor, to the knowledge of HL, any other party thereto is in breach of or in default under, and no event has occurred which with respect to any AREH Subs which, with notice or lapse of time or both both, would become constitute a breach of breach, violation or default of, or give rise to a right of termination, modification, cancellation, foreclosure, imposition of a Lien, prepayment or acceleration under, any HL Assumed AREH Subs Contract, and no party to any HL Contract has given any written notice except in the case of any claim each of any such breachclauses (i) – (iv) above, default or event, whichas would not, individually or in the aggregate, are be reasonably likely to have a Material Adverse Effect on HL. Each HL Contract that has not expired by its terms is in full force and effect, except where such failure to be in full force and effect is not reasonably likely to have a Material Adverse Effect on HLthe AREH Selling Parties.

Agreements, Contracts and Commitments. (a) Except as set forth in the HL GGAC SEC Reports filed prior to the date of this Agreement or as set forth on in Schedule 5.19(a3.19(a), other than confidentiality and non-disclosure agreements, there are no contracts, agreements, leases, mortgages, indentures, notes, bonds, Liensliens, license, permit, franchise, purchase orders, sales orders or other understandings, commitments or obligations (including without limitation outstanding offers or proposals) of any kind, whether written or oral, to which HL GGAC is a party or by or to which any of the properties or assets of HL GGAC may be bound, subject or affected, which either (a) creates or imposes a liability greater than $25,000, or (b) may not be cancelled without penalty or liability by HL GGAC on less than 30 days’ or less prior notice (“HL GGAC Contracts”). All HL GGAC Contracts are listed in Schedule 5.19 3.19(a) other than those that are exhibits to the HL GGAC SEC Reports. (b) Except as set forth in the HL GGAC SEC Reports filed prior to the date of this Agreement, each HL GGAC Contract was entered into at arms’ length and in the ordinary course, is in full force and effect, effect and is valid and binding upon and enforceable against each of the parties thereto, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. True, correct, correct and complete copies of all HL GGAC Contracts (or written summaries in the case of oral HL GGAC Contracts) have been heretofore been made available to the Company or Company counsel. (c) Neither HL GGAC nor, to the knowledge of HLGGAC, any other party thereto is in breach of or in default under, and no event has occurred which with notice or lapse of time or both would become a breach of or default under, any HL GGAC Contract, and no party to any HL GGAC Contract has given any written notice of any claim of any such breach, default or event, which, individually or in the aggregate, are reasonably likely to have a Material Adverse Effect on HLGGAC. Each HL Contract agreement, contract or commitment to which GGAC is a party or by which it is bound that has not expired by its terms is in full force and effect, except where such failure to be in full force and effect is not reasonably likely to have a Material Adverse Effect on HLGGAC.

Agreements, Contracts and Commitments. Section 4.13 of the N-able Disclosure Schedule contains a true, complete and correct list of Contracts (a) Except as set forth or, in the HL SEC Reports filed prior to the date case of this Agreement or as set forth on Schedule 5.19(a)oral Contracts, other than confidentiality and non-disclosure agreements, there are no contracts, agreements, leases, mortgages, indentures, notes, bonds, Liens, license, permit, franchise, purchase orders, sales orders or other understandings, commitments or obligations (including without limitation outstanding offers or proposalssummaries thereof) of any kind, whether written or oral, to which HL N-able is a party and which are material to N-able or by or the Business after the Closing, except for end user license agreements between N-able and its customers on the standard forms provided to which any of SolarWinds (collectively, the properties or assets of HL may be bound, subject or affected, which may not be cancelled without penalty or liability by HL on less than 30 days’ or less prior notice (“HL Material Contracts”). All HL Contracts are listed in Schedule 5.19 other than those that are exhibits to the HL SEC Reports. (b) Except as set forth in the HL SEC Reports filed prior to the date of this Agreement, each HL Contract was entered into at arms’ length and in the ordinary course, is in full force and effect, and is valid and binding upon and enforceable against each of the parties thereto, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. True, correct, True and complete copies of all HL written Material Contracts and true and complete summaries of all oral Material Contracts (and all amendments, waivers or written summaries in the case of oral HL Contractsother modifications thereto) have been made available furnished to the Company or Company counsel. (c) Neither HL norSolarWinds. Each Material Contract is valid, subsisting, in full force and effect and binding upon N-able and, to the knowledge of HLN-able, any the other party parties thereto in accordance with its terms. N-able is in breach of or not in default under, (and no event has occurred which condition exists that, with notice or lapse of time or both both, would become constitute a breach of or default under, by N-able) under any HL Material Contract, which default would give the other party the right to terminate or modify such Material Contract or would accelerate any obligation or payment by N-able, nor, to the knowledge of N-able, is any other party to any Material Contract in default thereunder (nor does any condition exist that, with notice or lapse of time or both, would constitute a default by any such party). None of the Material Contracts is currently being renegotiated, and except as set forth on Section 4.13 of the N-able Disclosure Schedule, the validity, effectiveness and continuation of each of the Material Contracts will not be materially adversely affected by the Contemplated Transactions. To the knowledge of N-able, no party to any HL of the Material Contracts has made, asserted or has any defense, setoff or counterclaim under its Material Contract or has given exercised any written notice option granted to it to cancel, terminate or shorten the term of any claim its Material Contract. Except as set forth on Section 4.13 of any such breachthe N-able Disclosure Schedule, default or event, which, individually or in none of the aggregate, are reasonably likely to have a Material Adverse Effect on HL. Each HL Contract that has not expired by its terms is in full force and effect, except where such failure Contracts require consents to be obtained by N-able as a result of the Contemplated Transactions. On or prior to the Effective Time, N-able shall have obtained all necessary consents, waivers and approvals of parties to any Material Contracts as are required thereunder in full force and connection with the Contemplated Transactions or for such Material Contracts to remain in effect is not reasonably likely to have a Material Adverse Effect on HLwithout modification after the Closing.

Agreements, Contracts and Commitments. (a) Except as set forth in The Sellers and HPC have been provided via Issuer filings with the HL SEC Reports filed prior to or Issuer electronic data-base with copies of all contracts entered into by Issuer or its Subsidiaries that come within the date definition of this Agreement or as set forth on Schedule 5.19(a), other than confidentiality and non-disclosure agreements, there are no contracts, agreements, leases, mortgages, indentures, notes, bonds, Liens, license, permit, franchise, purchase orders, sales orders or other understandings, commitments or obligations (including without limitation outstanding offers or proposals“Material Contracts” under Item 601(b)(10) of any kind, whether written or oral, to which HL a party or by or to which any of Regulation S-K promulgated under the properties or assets of HL may be bound, subject or affected, which may not be cancelled without penalty or liability by HL on less than 30 days’ or less prior notice Securities Act (the “HL Issuer Material Contracts”). All HL Contracts are listed in Schedule 5.19 other than those that are exhibits to the HL SEC Reports. (b) Except as set forth in Each Issuer Material Contract is legal, valid, binding and enforceable on the HL SEC Reports filed prior to the date of this Agreement, each HL Contract was entered into at arms’ length respective parties thereto and in the ordinary course, is in full force and effect, and is valid and binding upon and enforceable against each . Neither Issuer nor any of the parties thereto, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. True, correct, and complete copies of all HL Contracts (or written summaries in the case of oral HL Contracts) have been made available to the Company or Company counsel. (c) Neither HL norits Subsidiaries or, to the knowledge of HLIssuer, any no other party thereto is in breach of of, or in default under, and no event has occurred which that with notice or the passage of time would constitute a breach or default by Issuer or any of its Subsidiaries of, any Issuer Material Contract. (c) Except as would not reasonably be expected to result in an Issuer Material Adverse Effect, each Issuer Material Contract will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with its terms as in effect prior to the Closing, subject to the Equitable Exceptions. (d) None of Issuer, any applicable Subsidiary of Issuer, or to the knowledge of Issuer, any other party is in breach or default, and no event has occurred that with notice or lapse of time or both would become constitute a breach of or default underby Issuer or any applicable Subsidiary, any HL Contractor to the knowledge of Issuer, and no party to any HL Contract has given any written notice of any claim of by any such breachother party, default or eventpermit termination, whichmodification or acceleration, individually or under such Issuer Material Contract. Except as would not reasonably be expected to result in the aggregate, are reasonably likely to have a an Issuer Material Adverse Effect on HL. Each HL Contract that Effect, Issuer or the applicable Subsidiary has not expired by its terms is paid in full force all amounts due under the Issuer Material Contracts which are due and effectpayable and has satisfied in full or provided for all of its liabilities and obligations under the Issuer Material Contracts which are due and payable, except where such failure to be amounts or liabilities disputed in full force and effect is not reasonably likely to good faith by Issuer for which adequate reserves have a Material Adverse Effect on HLbeen set aside.

Agreements, Contracts and Commitments. (a) Except as set forth in the HL Parent SEC Reports filed prior to the date of this Agreement or as set forth on Schedule 5.19(a3.19(a), other than confidentiality and non-disclosure agreements, there are no contracts, agreements, leases, mortgages, indentures, notes, bonds, Liens, license, permit, franchise, purchase orders, sales orders or other understandings, commitments or obligations (including without limitation outstanding offers or proposals) of any kind, whether written or oral, to which HL Parent or Merger Sub is a party or by or to which any of the properties or assets of HL Parent or Merger Sub may be bound, subject or affected, which may not be cancelled without penalty or liability by HL Parent or Merger Sub on less than 30 days’ or less prior notice (“HL Parent Contracts”). All HL Parent Contracts are listed in Schedule 5.19 3.19 other than those that are exhibits to the HL Parent SEC Reports. (b) Except as set forth in the HL Parent SEC Reports filed prior to the date of this Agreement, each HL Parent Contract was entered into at arms’ length and in the ordinary course, is in full force and effect, and and, to the knowledge of Parent, is valid and binding upon and enforceable against each of the parties thereto, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. True, correct, and complete copies of all HL Parent Contracts (or written summaries in the case of oral HL Parent Contracts) have been heretofore made available to the Company or Company counsel. (c) Neither HL Parent or Merger Sub nor, to the knowledge of HLParent, any other party thereto is in breach of or in default under, and and, to the knowledge of Parent, no event has occurred which with notice or lapse of time or both would become a breach of or default under, any HL Parent Contract, and no party to any HL Parent Contract has given any written notice of any claim of any such breach, default or event, which, individually or in the aggregate, are reasonably likely to have a Material Adverse Effect on HLParent or Merger Sub. Each HL Parent Contract that has not expired by its terms is in full force and effect, except where such failure to be in full force and effect is not reasonably likely to have a Material Adverse Effect on HLParent or Merger Sub.

Agreements, Contracts and Commitments. (a) Except The Discount Disclosure Schedule lists, as set forth in the HL SEC Reports filed prior to the date of this Agreement or as set forth on Schedule 5.19(a), other than confidentiality and non-disclosure agreements, there are no contracts, agreements, leases, mortgages, indentures, notes, bonds, Liens, license, permit, franchise, purchase orders, sales orders or other understandings, commitments or obligations (including without limitation outstanding offers or proposals) of any kind, whether written or oral, to which HL a party or by or to which any of the properties or assets of HL may be bound, subject or affected, which may not be cancelled without penalty or liability by HL on less than 30 days’ or less prior notice (“HL Contracts”). All HL Contracts are listed in Schedule 5.19 other than those that are exhibits to the HL SEC Reports. (b) Except as set forth in the HL SEC Reports filed prior to the date of this Agreement, each HL Contract was entered into (i) all contracts in the nature of mortgages, indentures, promissory notes, loan or credit agreements, lease obligations or similar instruments under which Discount or its Subsidiaries have borrowed or may borrow at arms’ length least $250,000, (ii) all employment agreements, change-in-control arrangements or change-in-control bonuses, retention agreements, severance agreements and non-competition agreements (and with respect to this subparagraph (ii) only, also lists the individual dollar amounts that would be payable to the parties to such agreements either as a result of the transactions contemplated by this Agreement or if the services of the counterparty to such agreement were to be terminated immediately following the Closing based on covered positions and compensation as of June 30, 2001), (iii) all agreements with vendors and suppliers involving purchases in excess of $1,000,000 annually and (iv) all other contracts or other written agreements whether or not made in the ordinary course, is in full force and effect, and is valid and binding upon and enforceable against each course of the parties thereto, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. True, correct, and complete copies of all HL Contracts (or written summaries in the case of oral HL Contracts) have been made available business which are material to the Company or Company counsel. (c) Neither HL nor, to the knowledge business of HL, any other party thereto is in breach of or in default under, Discount and no event has occurred which with notice or lapse of time or both would become its Subsidiaries taken as a breach of or default under, any HL Contract, whole and no party to any HL Contract has given any written notice of any claim of any such breach, default or event, which, individually or in the aggregateif lost, are would be reasonably likely to have a Material Adverse Effect on HL(collectively, all such contracts and agreements referenced in items (i) through (iv) are referred to as the "Discount Material Contracts"). Neither Discount nor any Subsidiary is in default, and no event has occurred which, whether with or without notice, lapse of time or the happening or occurrence of any other event, would constitute a default under any of the contracts or agreements set forth in the Discount Disclosure Schedule, where such default is reasonably likely to have a Material Adverse Effect. Each HL Discount Material Contract that has not expired by its terms is in full force and effect, except where and no party to any of the Discount Material Contracts will have the right to terminate such failure to contract as a result of the transactions contemplated by this Agreement. Except as set forth on the Discount Disclosure Schedule, none of the Discount Material Contracts is currently being renegotiated, and Discount has no Knowledge that any Discount Material Contract will be in full force and effect is not reasonably likely to have the subject of a Material Adverse Effect on HLvoluntary or regulatory ordered renegotiation within 12 months after the date of this Agreement.

Agreements, Contracts and Commitments. (a) Except as set forth with respect to the incidental Intellectual Property described in Section 3.11(a)(iv) and the Interference Consents, ALLTEL has made available to USCC correct and complete information to the extent available relating to each contract, agreement, arrangement, commitment, understanding, lease, license or other instrument to which an ALLTEL Entity, ALLTEL Newco or an Affiliate thereof is a party (or in the HL SEC Reports filed prior case of any oral ALLTEL Contract, a correct and complete summary thereof), in each case primarily related and material to the date of this Agreement or as set forth on Schedule 5.19(a), other than confidentiality and non-disclosure agreements, there are no contracts, agreements, leases, mortgages, indentures, notes, bonds, Liens, license, permit, franchise, purchase orders, sales orders or other understandings, commitments or obligations (including without limitation outstanding offers or proposals) of any kind, whether written or oral, to which HL a party or by or to which any operation of the properties ALLTEL System, together with any and all amendments or assets of HL may be boundmodifications thereto through and including the date hereof (each, subject or affected, which may not be cancelled without penalty or liability by HL on less than 30 days’ or less prior notice (a “HL ContractsALLTEL Contract”). All HL Contracts are listed in Schedule 5.19 other than Promptly, but not to exceed 60 days after the date hereof, ALLTEL shall make available to USCC to the extent available the standard forms of Customer Agreements of those customers of the ALLTEL System that are exhibits a party to the HL SEC Reports. (b) Except as set forth in the HL SEC Reports filed prior to the date of this a Customer Agreement. Each ALLTEL Contract is valid, each HL Contract was entered into at arms’ length binding, enforceable and in the ordinary course, is in full force and effect, and is valid and binding upon and enforceable against each ; none of the parties theretoALLTEL Entities, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, ALLTEL Newco or similar laws affecting creditors’ rights generally any Affiliate thereof is in breach or by principles governing the availability of equitable remedies. True, correct, and complete copies of all HL Contracts (or written summaries in the case of oral HL Contracts) have been made available to the Company or Company counsel. (c) Neither HL nordefault under any such ALLTEL Contract; and, to the knowledge Knowledge of HL, any other party thereto is in breach of or in default under, and ALLTEL no event has occurred which which, with notice or lapse of time or both both, would become constitute a breach of or default underdefault, any HL or permit termination, modification or acceleration, under such ALLTEL Contract, except where the failure to be so valid, binding, enforceable or in full force and no party effect or such breach or default, termination, modification or acceleration would not reasonably be expected to any HL Contract has given any written notice of any claim of any such breach, default or event, whichhave, individually or in the aggregate, are reasonably likely to have a an ALLTEL Material Adverse Effect Effect. (b) Schedule 3.18(b) sets forth each ALLTEL Contract included in the ALLTEL Transferred Assets (the “ALLTEL System Contracts”). ALLTEL will make available to USCC, on HLor before the Closing Date, correct and complete information to the extent available of the Customer Agreements and correct and complete copies of each other ALLTEL System Contract. Each HL Contract that has Schedule 3.18(b) sets forth all necessary Consents (including Consents relating to change of control or assignment by operation of law) of parties to all ALLTEL System Contracts which are required in connection with the consummation of the Transactions (collectively, the “ALLTEL Consents”). (c) Except for the ALLTEL System Contracts, there are no material contracts, agreements, arrangements, commitments, understandings, leases, licenses or other instruments to which an ALLTEL Entity, ALLTEL Newco or any Affiliate thereof is a party, or will be a party at Closing, which will create any obligation whatsoever on the part of USCC or any Affiliate thereof, including ALLTEL Newco after the Closing with respect to the ALLTEL Licenses, ALLTEL Transferred Assets or the ALLTEL System, including the following: (i) an agreement, contract or commitment limiting or restraining any Person from engaging in any business or pursuing any strategic initiative or competing in any manner; (ii) a license or other agreement which relates in whole or in part to any software, patent, trademark, trade name, service xxxx or copyright owned by any Person; (iii) a confidentiality or non-disclosure agreement, contract or commitment in accordance with which a Person agrees to keep confidential and/or not expired by its terms is to use or disclose information obtained from any other Person; (iv) an agreement, contract or commitment for contour extension, interconnection, reciprocal compensation, switching, transport, back haul or agreement involving air to ground service; (v) a management agreement, contract or commitment; (vi) an agreement, contract, commitment or arrangement with any labor union or other representative of employees; (vii) a commission, reseller, dealer, distributorship or sales agency agreement, contract or commitment; (viii) an agreement, contract, lease, license, commitment or similar arrangement with respect to the ownership, operation, leasing or licensing of cell sites, network sites, space on towers, office space, call centers or retail store or kiosk locations; (ix) any other material agreement, contract or commitment, whether or not made in full force and effectthe ordinary course of operation of business; or (x) any patent applications which, except where in the event such failure applications should mature to be in full force and effect is not reasonably likely to have a Material Adverse Effect on HLregistration, would prevent USCC from operating the ALLTEL System as they are operated at the time of this Agreement.