Common use of Agreements, Etc Clause in Contracts

Agreements, Etc. Schedule 4.17 sets forth a true and complete list of all written or oral contracts, agreements and other instruments to which the Company is a party and not made in the Ordinary Course of business, or made in the Ordinary Course of business which are currently in effect, and referred to in any of clauses (a) through (k) of this Section 4.17 (a) any joint venture, partnership or other agreement or arrangement for the sharing of profits; (b) any collective bargaining contract or other contract with or commitment to any labor union; (c) the future purchase, sale or license of products, material, supplies, equipment or services requiring payments to or from the Company in an amount in excess of $25,000 per annum, which agreement, arrangement or understanding is not terminable on thirty (30) days' notice without cost or other liability at or at any time after the Effective Time, or in which the Company has granted or received manufacturing rights, most favored nations pricing provisions or exclusive marketing or other rights relating to any product, group of products, services, technology, Assets or territory; (d) the employment or consultancy of any officer, employee, consultant or agent or any other type of contract, commitment or understanding with any officer, employee, consultant or agent which (except as otherwise generally provided by applicable law) is not immediately terminable without cost or other liability at or at any time after the Effective Time; (e) an indenture, mortgage, promissory note, loan agreement, guarantee or other agreement or commitment for the borrowing of money, for a line of credit or, if involving payments in excess of $25,000 per annum, for a leasing transaction of a type required to be capitalized in accordance with Statement of Financial Accounting Standards No. 13 of the Financial Accounting Standards Board; (f) a contract or commitment for capital expenditures individually in excess of $25,000; (g) any agreement or contract with a "disqualified individual" (as defined in Section 280G(c) of the Code), which could result in a disallowance of the deduction for any "excess parachute payment" (as defined in Section 280G(b)(i) of the Code) under Section 280G of the Code; (h) an agreement or arrangement for the sale of any Assets, properties or rights having a value in excess of $25,000; (i) an agreement which restricts the Company from engaging in any aspect of its business or competing in any line of business in any geographic area; (j) the Company accounts for all of its software, hardware, consulting, licensing, distribution and other similar agreements and contracts under which the Company provides services or sells or distributes goods or equipment in accordance with GAAP; and (k) a list of all agreements ("Government Contracts") with the Company's vendors where the Company is an approved vendor with the United States Department of Defense or other applicable Governmental Authority. The Company has furnished to Parent true and complete copies of all such agreements listed in Schedule 4.17 and Schedule 3.2 and each such agreement: (i) is the legal, valid and binding obligation of the Company and, to the best knowledge of the Company, the legal, valid and binding obligation of each other party thereto, in each case enforceable in accordance with its terms; (ii) is in full force and effect; and (iii) the other party or parties thereto is or are not, to the knowledge of the Company, in material default thereunder.

Agreements, Etc. The Company Disclosure Schedule 4.17 sets forth a true and complete list of all written or oral contracts, agreements and other instruments to which the Company is a party and not made in the Ordinary Course ordinary course of business, or made in the Ordinary Course ordinary course of business which are currently in effect, and referred to in any of clauses (a) through (ki) of this Section 4.173.12: (a) any joint venture, partnership or other agreement or arrangement for the sharing of profits; (b) any collective bargaining contract or other contract with or commitment to any labor union; (c) the future purchase, sale or license of products, material, supplies, equipment or services requiring payments to or from the Company in an amount in excess of $25,000 per annum, which agreement, arrangement or understanding is not terminable on thirty (30) days' notice without cost or other liability at or at any time after the Effective Time, or in which the Company has granted or received manufacturing rights, most favored nations pricing provisions or exclusive marketing or other rights relating to any product, group of products, services, technology, Assets assets or territory; (d) the employment or consultancy of any officer, employee, consultant or agent or any other type of contract, commitment or understanding with any officer, employee, consultant or agent which (except as otherwise generally provided by applicable law) is not immediately terminable without cost or other liability at or at any time after the Effective Time; (e) an indenture, mortgage, promissory note, loan agreement, guarantee or other agreement or commitment for the borrowing of money, for a line of credit or, if involving payments in excess of $25,000 per annum, for a leasing transaction of a type required to be capitalized in accordance with Statement of Financial Accounting Standards No. 13 of the Financial Accounting Standards Board; (f) a contract or commitment for capital expenditures individually in excess of $25,000; (g) any agreement or contract with a "disqualified individual" (as defined in Section 280G(c) of the Code), which could result in a disallowance of the deduction for any "excess parachute payment" (as defined in Section 280G(b)(i) of the Code) under Section 280G of the Code; (h) an agreement or arrangement for the sale of any Assetsassets, properties or rights having a value in excess of $25,000;; or (i) an agreement which restricts the Company from engaging in any aspect of its business or competing in any line of business in any geographic area; (j) the Company accounts for all of its software, hardware, consulting, licensing, distribution and other similar agreements and contracts under which the Company provides services or sells or distributes goods or equipment in accordance with GAAP; and (k) a list of all agreements ("Government Contracts") with the Company's vendors where the Company is an approved vendor with the United States Department of Defense or other applicable Governmental Authority. The Company has furnished to Parent true and complete copies of all such agreements listed in the Company Disclosure Schedule 4.17 and Schedule 3.2 and each such agreement: : (i) is the legal, valid and binding obligation of the Company and, to the best knowledge of the Company, the legal, valid and binding obligation of each other party thereto, in each case enforceable in accordance with its terms; , except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and general equitable principles; (ii) to the best knowledge of the Company is in full force and effect; and and (iii) to the best knowledge of the Company, the other party or parties thereto is or are not, to the knowledge of the Company, not in material default thereunder.

Agreements, Etc. The Parent Disclosure Schedule 4.17 sets forth a true --------------- and complete list of all written or oral contracts, agreements and other instruments to which the Company Parent is a party and not made in the Ordinary Course ordinary course of business, or made in the Ordinary Course ordinary course of business which are currently in effect, and referred to in any of clauses (a) through (ki) of this Section 4.174.12: (a) any joint venture, partnership or other agreement or arrangement for the sharing of profits; (b) any collective bargaining contract or other contract with or commitment to any labor union; (c) the future purchase, sale or license of products, material, supplies, equipment or services requiring payments to or from the Company Parent in an amount in excess of $25,000 per annum, which agreement, arrangement or understanding is not terminable on thirty (30) days' notice without cost or other liability at or at any time after the Effective Time, or in which the Company Parent has granted or received manufacturing rights, most favored nations pricing provisions or exclusive marketing or other rights relating to any product, group of products, services, technology, Assets assets or territory; (d) the employment or consultancy of any officer, employee, consultant or agent or any other type of contract, commitment or understanding with any officer, employee, consultant or agent which (except as otherwise generally provided by applicable law) is not immediately terminable without cost or other liability at or at any time after the Effective Time; (e) an indenture, mortgage, promissory note, loan agreement, guarantee or other agreement or commitment for the borrowing of money, for a line of credit or, if involving payments in excess of $25,000 per annum, for a leasing transaction of a type required to be capitalized in accordance with Statement of Financial Accounting Standards No. 13 of the Financial Accounting Standards Board; (f) a contract or commitment for capital expenditures individually in excess of $25,000; (g) any agreement or contract with a "disqualified individual" (as defined in Section 280G(c) of the Code), which could result in a disallowance of the deduction for any "excess parachute payment" (as defined in Section 280G(b)(i) of the Code) under Section 280G of the Code; (h) an agreement or arrangement for the sale of any Assetsassets, properties or rights having a value in excess of $25,000;; or (i) an agreement which restricts the Company Parent from engaging in any aspect of its business or competing in any line of business in any geographic area; (j) the Company accounts for all of its software, hardware, consulting, licensing, distribution and other similar agreements and contracts under which the Company provides services or sells or distributes goods or equipment in accordance with GAAP; and (k) a list of all agreements ("Government Contracts") with the Company's vendors where the Company is an approved vendor with the United States Department of Defense or other applicable Governmental Authority. The Company Parent has furnished to Parent the Company true and complete copies of all such agreements listed in the Parent Disclosure Schedule 4.17 and Schedule 3.2 and each such agreement: : (i) is the legal, valid and binding obligation of the Company Parent and, to the best knowledge of the CompanyParent, the legal, valid and binding obligation of each other party thereto, in each case enforceable in accordance with its terms; terms except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting the enforcement of creditors' rights generally and general equitable principles; (ii) to the best knowledge of Parent is in full force and effect; and and (iii) to the best knowledge of Parent, the other party or parties thereto is or are not, to the knowledge of the Company, not in material default thereunder.

Agreements, Etc. The Company Disclosure Schedule 4.17 sets forth a true --------------- and complete list of all written or oral contracts, agreements and other instruments to which the Company is a party and not made in the Ordinary Course ordinary course of business, or made in the Ordinary Course ordinary course of business which are currently in effect, and referred to in any of clauses (a) through (ki) of this Section 4.173.12: (a) any joint venture, partnership or other agreement or arrangement for the sharing of profits; (b) any collective bargaining contract or other contract with or commitment to any labor union; (c) the future purchase, sale or license of products, material, supplies, equipment or services requiring payments to or from the Company in an amount in excess of $25,000 per annum, which agreement, arrangement or understanding is not terminable on thirty (30) days' notice without cost or other liability at or at any time after the Effective Time, or in which the Company has granted or received manufacturing rights, most favored nations pricing provisions or exclusive marketing or other rights relating to any product, group of products, services, technology, Assets assets or territory; (d) the employment or consultancy of any officer, employee, consultant or agent or any other type of contract, commitment or understanding with any officer, employee, consultant or agent which (except as otherwise generally provided by applicable law) is not immediately terminable without cost or other liability at or at any time after the Effective Time; (e) an indenture, mortgage, promissory note, loan agreement, guarantee or other agreement or commitment for the borrowing of money, for a line of credit or, if involving payments in excess of $25,000 per annum, for a leasing transaction of a type required to be capitalized in accordance with Statement of Financial Accounting Standards No. 13 of the Financial Accounting Standards Board; (f) a contract or commitment for capital expenditures individually in excess of $25,000; (g) any agreement or contract with a "disqualified individual" (as defined in Section 280G(c) of the Code), which could result in a disallowance of the deduction for any "excess parachute payment" (as defined in Section 280G(b)(i) of the Code) under Section 280G of the Code; (h) an agreement or arrangement for the sale of any Assetsassets, properties or rights having a value in excess of $25,000;; or (i) an agreement which restricts the Company from engaging in any aspect of its business or competing in any line of business in any geographic area; (j) the Company accounts for all of its software, hardware, consulting, licensing, distribution and other similar agreements and contracts under which the Company provides services or sells or distributes goods or equipment in accordance with GAAP; and (k) a list of all agreements ("Government Contracts") with the Company's vendors where the Company is an approved vendor with the United States Department of Defense or other applicable Governmental Authority. The Company has furnished to Parent true and complete copies of all such agreements listed in the Company Disclosure Schedule 4.17 and Schedule 3.2 and each such agreement: : (i) is the legal, valid and binding obligation of the Company and, to the best knowledge of the Company, the legal, valid and binding obligation of each other party thereto, in each case enforceable in accordance with its terms; , except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and general equitable principles; (ii) to the best knowledge of the Company is in full force and effect; and and (iii) to the best knowledge of the Company, the other party or parties thereto is or are not, to the knowledge of the Company, not in material default thereunder.

Agreements, Etc. Schedule 4.17 4.16 sets forth a true and complete list of all written or oral contracts, agreements and other instruments to which the Company is a party and not made in the Ordinary Course of business, or made in the Ordinary Course of business which are currently in effect, and referred to in any of clauses (a) through (k) of this Section 4.174.16: (a) any joint venture, partnership or other agreement or arrangement for the sharing of profits; (b) any collective bargaining contract or other contract with or commitment to any labor union; (c) the future purchase, sale sale, or license of products, material, supplies, equipment or services requiring payments to or from the Company in an amount in excess of $25,000 10,000 per annum, which agreement, arrangement or understanding is not terminable on thirty (30) days' notice without cost or other liability at or at any time after the Effective TimeDate, or in which the Company has granted or received manufacturing rights, most favored nations pricing provisions or exclusive marketing or other rights relating to any product, group of products, services, technology, Assets or territory; (d) the employment or consultancy of any officer, employee, consultant or agent or any other type of contract, commitment or understanding with any officer, employee, consultant or agent which (except as otherwise generally provided by applicable law) is not immediately terminable without cost or other liability at or at any time after the Effective TimeDate; (e) an indenture, mortgage, promissory note, loan agreement, guarantee or other agreement or commitment for the borrowing of money, for a line of credit or, if involving payments in excess of $25,000 10,000 per annum, for a leasing transaction of a type required to be capitalized in accordance with Statement of Financial Accounting Standards No. 13 of the Financial Accounting Standards Board; (f) a contract or commitment for capital expenditures individually in excess of $25,00010,000; (g) any agreement or contract with a "disqualified individual" (as defined in Section 280G(c) of the Code), which could result in a disallowance of the deduction for any "excess parachute payment" (as defined in Section 280G(b)(i) of the Code) under Section 280G of the Code; (h) an agreement or arrangement for the sale of any Assets, properties or rights having a value in excess of $25,00010,000; (i) an agreement which restricts the Company from engaging in any aspect of its business or competing in any line of business in any geographic area; (j) the Company accounts for all of its software, hardware, consulting, licensing, distribution and other similar agreements and contracts under which the Company provides services or sells or distributes goods or equipment in accordance with GAAP; and; (k) a list of all agreements ("Government Contracts") with the Company's vendors where the Company is an approved vendor with the United States Department of Defense or other applicable Governmental Authority. Authority (the "Government Contracts"); (l) The Company has furnished to Parent true and complete copies of all such agreements listed in Schedule 4.17 and Schedule 3.2 4.16 and each such agreement: (i) is the legal, valid and binding obligation of the Company and, to the best knowledge of the Company, the legal, valid and binding obligation of each other party thereto, in each case enforceable in accordance with its terms; (ii) is in full force and effect; and (iii) the other party or parties thereto is or are not, to the knowledge of the Company, in material default thereunder.

Agreements, Etc. Schedule 4.17 4.14 sets forth a true and complete list of all written or oral contracts, agreements and other instruments to which the Company is a party and not made in the Ordinary Course of business, or made in the Ordinary Course of business which are currently in effect, and referred to in any of clauses (a) through (k) of this Section 4.174.14 (a) any joint venture, partnership or other agreement or arrangement for the sharing of profits; (b) any collective bargaining contract or other contract with or commitment to any labor union; (c) the future purchase, sale or license of products, material, supplies, equipment or services requiring payments to or from the Company in an amount in excess of $25,000 10,000 per annum, which agreement, arrangement or understanding is not terminable on thirty (30) days' ? notice without cost or other liability at or at any time after the Effective Time, or in which the Company has granted or received manufacturing rights, most favored nations pricing provisions or exclusive marketing or other rights relating to any product, group of products, services, technology, Assets or territory; (d) the employment or consultancy of any officer, employee, consultant or agent or any other type of contract, commitment or understanding with any officer, employee, consultant or agent which (except as otherwise generally provided by applicable law) is not immediately terminable without cost or other liability at or at any time after the Effective Time; (e) an indenture, mortgage, promissory note, loan agreement, guarantee or other agreement or commitment for the borrowing of money, for a line of credit or, if involving payments in excess of $25,000 10,000 per annum, for a leasing transaction of a type required to be capitalized Capitalized in accordance with Statement of Financial Accounting Standards No. 13 of the Financial Accounting Standards Board; (f) a contract or commitment for capital Capital expenditures individually in excess of $25,00010,000; (g) any agreement or contract with a "?disqualified individual" ? (as defined in Section 280G(c) of the Code), which could result in a disallowance of the deduction for any "?excess parachute payment" ? (as defined in Section 280G(b)(i) of the Code) under Section 280G of the Code; (h) an agreement or arrangement for the sale of any Assets, properties or rights having a value in excess of $25,00010,000; (i) an agreement which restricts the Company from engaging in any aspect of its business or competing in any line of business in any geographic area; (j) the Company accounts for all of its software, hardware, consulting, licensing, distribution and other similar agreements and contracts under which the Company provides services or sells or distributes goods or equipment in accordance with GAAP; and (k) a list of all agreements ("?Government Contracts"?) with the Company's Company?s vendors where the Company is an approved vendor with the United States Department of Defense or other applicable Governmental Authority. The Company has furnished to Parent true and complete copies of all such agreements listed in Schedule 4.17 4.14 and Schedule 3.2 and each such agreement: (i) is the legal, valid and binding obligation of the Company and, to the best knowledge of the Company, the legal, valid and binding obligation of each other party thereto, in each case enforceable in accordance with its terms; (ii) is in full force and effect; and (iii) the other party or parties thereto is or are not, to the knowledge of the Company, in material default thereunder.