AGREEMENTS, NO DEFAULTS, ETC. (a) Schedule 4.13(a) contains a true, correct and complete list and a brief description of all material Contracts to which the Company or any of its Subsidiaries is a party and (x) that were entered into or made outside the ordinary course of business, consistent with past practice, or (y) that were entered into or made in the ordinary course of business, consistent with past practice, and are described in clauses (i) through (xiii) of the next sentence of this Section 4.13. Except as set forth on Schedule 4.13(a), neither the Company nor any of its Subsidiaries is a party to any of the following material Contracts:
AGREEMENTS, NO DEFAULTS, ETC. (a) Schedule 4.15(a) sets forth a true, correct and complete list, as of ---------------- the date hereof, of all Contracts to which the Company or any Subsidiary, or any of their Affiliates, is a party or by which any of their respective assets or properties are bound that (i) involves payment over the remaining term (without regard to any early termination or cancellation rights) of such Contract of more than $50,000 or requires the Company and/or its Subsidiaries, or any of their Affiliates, to provide goods or services with a value of more than $50,000, (ii) evidences or provides for any Indebtedness of the Company or any Subsidiary, or any of their Affiliates, or any Encumbrance securing such Indebtedness, (iii) guarantees the performance, liabilities or obligations of any other Person, (iv) restricts the Company or any Subsidiary, or any of their Affiliates, from engaging in any line of business, (v) provides for the payment of commissions or fees in respect of the sale, distribution or marketing of products or services of the Company or any Subsidiary, or any of their Affiliates (including forms of contracts of with Independent Contractors), (vi) are with any current officer, director, Affiliate or "associate" (as defined in Rule 12b-2 under the Exchange Act), (vii) relate to the ownership, leasing, licensing or use of real property or any Intellectual Property Right, (viii) relate to any proposed Alternative Transaction (as defined below) as to which discussions have not been terminated prior to the date hereof, including all Contracts containing confidentiality, standstill, non-solicitation or similar provisions, (ix) are otherwise material to the business, financial condition or results of operations of the Company and its Subsidiaries, or any of their Affiliates, taken as a whole (collectively, "Material Contracts"). -------------------
AGREEMENTS, NO DEFAULTS, ETC. (a) Except for Contracts relating to any Employee Benefit Plan listed on SCHEDULE 3.17(a), SCHEDULE 3.12 contains a true and complete list and brief description of all Contracts, to which each Entity is a party and (x) which were entered into or made outside the ordinary course of business, or (y) which were entered into or made in the ordinary course of business and are described in any of CLAUSES (i) through (xiv) of this SECTION 3.12(a). Except as set forth on SCHEDULE 3.12, no Entity is a party to any of the following: (i) distributorship, dealer, sales, advertising, agency, manufacturer's representative or other Contract relating to the payment of a commission; (ii) Contract for the employment of any officer, employee or consultant or any other type of Contract or understanding with any officer, employee or consultant, including any agreement or understanding relating to severance payments, but excluding Contracts, agreements or understandings relating to any Employee Benefit Plan listed on SCHEDULE 3.17(a); (iii) indenture, mortgage, promissory note, loan agreement, security agreement, pledge agreement, conditional sale, guarantee or other Contract for the borrowing of money, for a line of credit or for a Capital Lease; (iv) Contract for charitable contributions; (v) Contract for capital expenditures in excess of $25,000 individually or $100,000 in the aggregate; (vi) Contract or arrangement for the sale of any assets, properties or rights other than the sale of services or products in the ordinary course of business; (vii) lease or other agreement pursuant to which it is a lessee of or holds or operates any machinery, equipment (including Units), motor vehicles, office furniture, fixtures, products, merchandise or other personal property owned by any other Person, with annual lease payments in excess of $20,000 individually or $50,000 in the aggregate; (viii) Contract with respect to the lending or investing of funds, other than with respect to any Employee Benefit Plan listed on SCHEDULE 3.17(a); (ix) Contract with respect to any form of intangible property, including any Intellectual Property Rights; (x) Contract which restricts any Entity from engaging in any aspect of the Business or any other business anywhere in the world; (xi) Contract or group of related Contracts with the same Person (excluding purchase orders entered into in the ordinary course of business which are to be completed within three months of entering into such purchase orders)...
AGREEMENTS, NO DEFAULTS, ETC. (a) SCHEDULE 5.12 contains a true and complete list and brief description of all written or oral Contracts to which each Seller is a party and (x) which were entered into or made outside the ordinary course of the business of Leisegang GmbH or, with respect to the Asset Sellers, outside the ordinary course of the Business or (y) which were entered into or made in the ordinary course and are described in clauses (i) through (xx) of this SECTION 5.12 (each, a "Contract" and collectively, the "Contracts"). Except as set forth on SCHEDULE 5.12, neither Leisegang GmbH nor any Asset Seller in respect of the Business is a party to any of the following:
AGREEMENTS, NO DEFAULTS, ETC. (a) The Company has made available (x) to PricewaterhouseCoopers LLP (subject to and in accordance with a Nondisclosure Agreement dated February 24, 2007) true, correct and complete copies of certain commercially sensitive data requested by Purchaser and (y) (except with respect to such commercially sensitive data) true, correct and complete copies of, all contracts, agreements, commitments, arrangements, leases (including with respect to personal property) and other instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets is bound (in the case of this clause (y), such availability has been either (A) in the Company Reports filed prior to the date hereof, (B) in the electronic data room set up by the Company, or (C) in hard copy, provided that a schedule of such contracts, agreements, commitments, arrangements, leases and other instruments provided in hard copy has been included in the electronic data room set up by the Company), in each case, that:
AGREEMENTS, NO DEFAULTS, ETC. Except as set forth in the Disclosure Letter, the Company is not a party to any:
AGREEMENTS, NO DEFAULTS, ETC. Except as set forth on Schedule 4.12 of the Disclosure Letter, neither the Company nor any Subsidiary is a party to any: (a) Contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis or agreement with any Affiliates;
AGREEMENTS, NO DEFAULTS, ETC. (a) Schedule 7.13(a) contains a true and complete list and brief ---------------- description of all Contracts to which each Company is a party and (x) which were entered into or made outside the ordinary course of business, consistent with past practice, or (y) which were entered into or made in the ordinary course of business, consistent with past practice, and are described in Section 7.13(a)(i) ------------------ through (xiii). Except as set forth on Schedule 7.13(a), no Company is a party ------ ---------------- to any of the following Contracts:
AGREEMENTS, NO DEFAULTS, ETC. (a) Section 4.11(a) of the Seller Disclosure Schedule contains a true and complete list of all Contracts that:
AGREEMENTS, NO DEFAULTS, ETC. (a) Except as set forth in Schedule 3.15, the Company is not a party to any:
