Common use of Agreements; Contracts; Warranties Clause in Contracts

Agreements; Contracts; Warranties. (a) Schedule 5.6 contains a list of each agreement between one or more Companies, on the one hand, and any customer of any of the Companies, on the other hand, pursuant to which such Companies may be paid in the aggregate over the term of such agreement an amount in excess of 2% of the consolidated net revenues of GET for the 12-month period ended June 30, 1999. (b) With respect to the agreements and understandings identified on Schedule 5.6 to this Agreement: (1) neither any Company, nor, to the knowledge of GET, the third parties to such agreements, are in material default nor has such default been asserted by any party, and there has not occurred any event which, with or without the passage of time or giving of notice (or both), would constitute such a default; (2) except as set forth on Schedule 5.6 to this Agreement, the Merger, in and of itself, will not terminate any such agreement (or impose any material restriction, limitation, cost or penalty on either the Companies or Jabil); (3) the Companies have performed in all material respects all of their obligations to the extent that such obligations can be determined as of the date of this Agreement and the Companies will perform in all material respects all remaining obligations prior to the Effective Time; (4) neither any of the Companies nor, to the knowledge of GET, the third parties to such agreements, has repudiated any provision of any such agreement; (5) except as set forth in Schedule 5.6 to the Agreement, failure to renew, cancellation, expiration or termination of any of the agreements identified on Schedule 5.6 to this Agreement in accordance with its terms would not materially adversely affect the business, properties, operations, assets, liabilities or condition (financial or otherwise) of GET on a consolidated basis; and (6) each outstanding bid and proposal to provide goods and to perform services and each agreement identified on Schedule 5.6 to this Agreement in force as of the Effective Date of the Merger was bid and entered into in contemplation of profitability in accordance with the ordinary course of business of the Companies. (c) Other than the agreements identified on Schedule 5.6 to this Agreement, there are no agreements necessary for the operation of the business of the Companies as presently conducted and in accordance with applicable Law and sound business practice. (d) GET has delivered to Jabil a true and complete copy of each written instrument or document (including all amendments thereto), and a true and complete written summary of each unwritten understanding, which is identified on Schedule 5.6 to this Agreement. Schedule 5.6 includes true and correct copies of all forms of customer agreements which are representative of those used by the Companies.

Agreements; Contracts; Warranties. (a) Except as set forth on Schedule 5.6 contains a list of each agreement between one or more Companies4.5, on the one hand, and any customer of any all of the Companies, on Contracts will be effectively transferred to Compuware at the other hand, pursuant to which such Companies may be paid in the aggregate over the term of such agreement an amount in excess of 2% of the consolidated net revenues of GET for the 12-month period ended June 30, 1999Closing. (b) With respect to the agreements and understandings Contracts identified on Schedule 5.6 2.1(e) to this Agreement: (1) neither any Companynone of CACI, CACI Products, CACI Development and CACI California nor, to the knowledge of GETCACI, the third other parties to such agreementsContracts, are in material default nor has such default been asserted by any partyof CACI, CACI Products, CACI Development or CACI California, or, to the knowledge of CACI, the other parties to such Contracts, and there has not occurred any event which, with or without the passage of time or giving of notice (or both), would constitute such a default; (2) except as set forth on Schedule 5.6 4.5 to this Agreement, the Merger, each such Contract will remain in full force and effect (without imposition of itself, will not terminate any such agreement (or impose any material restriction, limitation, cost or penalty on either Compuware) notwithstanding the Companies or Jabil)transactions contemplated by this Agreement; (3) the Companies have except as set forth on Schedule 4.5 to this Agreement, each of CACI, CACI Products, CACI Development and CACI California has performed in all material respects all of their its obligations required to the extent that be performed by such obligations can be determined as of party in connection with each Contract to which such party is a party prior to the date of this Agreement and the Companies will perform in all material respects all remaining obligations prior to the Effective TimeClosing Date; (4) neither any none of the Companies CACI, CACI Products, CACI Development or CACI California nor, to the knowledge of GETCACI, the third parties to such agreementsContracts, has repudiated any provision of any such agreement; (5) except as set forth in Schedule 5.6 to the Agreement, failure to renew, cancellation, expiration or termination of any of the agreements identified on Schedule 5.6 to this Agreement in accordance with its terms would not materially adversely affect the business, properties, operations, assets, liabilities or condition (financial or otherwise) of GET on a consolidated basisContract; and (65) each outstanding bid and proposal to provide goods and to perform services and each agreement identified listed on Schedule 5.6 2.1(h) to this Agreement in force as of the Effective Closing Date of the Merger was bid and entered into in contemplation of profitability in accordance with the ordinary course of business of CACI and each of the CompaniesSubsidiaries. (c) Other than the agreements identified on Schedule 5.6 to this Agreement, there are no agreements necessary for the operation of the business of the Companies as presently conducted and in accordance with applicable Law and sound business practice. (d) GET CACI has delivered to Jabil Compuware a true and complete copy of each written instrument or document (including all amendments theretothereto and assignments thereof), and a true and complete written summary of each unwritten understanding, which is identified on Schedule 5.6 4.5 to this Agreement. Schedule 5.6 4.5 includes true and correct copies of all forms of customer agreements which are representative of those used by CACI and/or the CompaniesSubsidiaries in the conduct of the Business.

Agreements; Contracts; Warranties. (a) Schedule 5.6 contains a list All of each agreement between one the agreements, contracts, arrangements, purchase orders, licenses, franchises, leases, understandings and commitments, written or more Companiesotherwise, on the one hand, currently in effect and any customer of relating to DevStream or any of the CompaniesAssets are set forth on Schedule 4.6(a) hereto (the "Contracts"). All of such Contracts will be effectively transferred to Compuware at the Closing. Except as set forth on Schedule 4.6(a), on to this Agreement, and with respect to the other hand, Assets (1) neither of Key Employee or DevStream is obligated under any contract or agreement (written or otherwise) which may not be terminated without cost or penalty to DevStream or the Shareholders upon thirty (30) days' notice of a desire to terminate and which will require DevStream to spend more than $50,000 in the aggregate; and (2) DevStream is not a party to any agreement or commitment of any nature pursuant to which such Companies may it will be paid required to spend more than $50,000 in any 12 month period or $100,000 in the aggregate over the term of such agreement an amount in excess of 2% of the consolidated net revenues of GET for the 12-month period ended June 30, 1999aggregate. (b) With respect to the agreements and understandings Contracts identified on Schedule 5.6 4.6 to this Agreement: (1) neither any CompanyDevStream or Key Employee, nor, to the knowledge of GETDevStream or Key Employee, the third parties to such agreementsContracts, are in material default nor has such default been asserted by any party, and there has not occurred any event which, with or without the passage of time or giving of notice (or both), would constitute such a default; (2) except as set forth on Schedule 5.6 4.6(b)(2) to this Agreement, the Merger, each such Contract will remain in full force and effect (without imposition of itself, will not terminate any such agreement (or impose any material restriction, limitation, cost or penalty on either to Compuware) notwithstanding the Companies or Jabil)transactions contemplated by this Agreement; (3) the Companies have except as set forth on Schedule 4.6(b)(3) to this Agreement, DevStream or Key Employee has performed in all material respects all of their its obligations required to the extent that such obligations can be determined as of performed by DevStream prior to the date of this Agreement and the Companies will perform in all material respects all remaining obligations prior to the Effective Time;Closing Date; and (4) neither any of the Companies DevStream, Key Employee nor, to the knowledge of GETDevStream, the third parties to such agreementsContracts, has repudiated any provision of any such agreement; (5) except as set forth in Schedule 5.6 to the Agreement, failure to renew, cancellation, expiration or termination of any of the agreements identified on Schedule 5.6 to this Agreement in accordance with its terms would not materially adversely affect the business, properties, operations, assets, liabilities or condition (financial or otherwise) of GET on a consolidated basis; and (6) each outstanding bid and proposal to provide goods and to perform services and each agreement identified on Schedule 5.6 to this Agreement in force as of the Effective Date of the Merger was bid and entered into in contemplation of profitability in accordance with the ordinary course of business of the CompaniesContract. (c) Other than the agreements identified on Schedule 5.6 to this Agreement, there are no agreements necessary for the operation of the business of the Companies as presently conducted and in accordance with applicable Law and sound business practice. (d) GET has DevStream and/or Key Employee have delivered to Jabil Compuware a true and complete copy of each written instrument or document (including all amendments thereto), and a true and complete written summary of each unwritten understanding, which is identified on Schedule 5.6 4.6 to this Agreement. Schedule 5.6 4.6 includes true and correct copies of all forms of customer agreements which are representative of those used by the CompaniesDevStream and/or Key Employee.