Common use of AGREEMENTS, NO DEFAULTS, ETC Clause in Contracts

AGREEMENTS, NO DEFAULTS, ETC. Except as set forth in the Disclosure Letter, the Company is not 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; (b) Contract with any Affiliate of the Company; (c) Contract relating to the borrowing of money or to the mortgaging, pledging or otherwise placing an Encumbrance on any asset or group of assets of the Company; (d) Contract relating to any guarantee of any obligation for borrowed money or otherwise; (e) Contract with respect to the lending or investing of funds; (f) Contract or indemnification with respect to any form of intangible property, including any Intellectual Property Rights or confidential information; (g) Contract or group of related Contracts with the same party (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) for the purchase or sale of products or services under which the undelivered balance of such products and services has a selling price in excess of $10,000; (h) Contract that prohibits it from freely engaging in business anywhere in the world; (i) other Contract (x) that is not terminable by either party without penalty upon not more than 30 days' advance notice and involves aggregate consideration in excess of $20,000 or (y) that involves aggregate consideration in excess of $25,000 (excluding in the case of clauses (x) and (y) above any purchase order entered into in the ordinary course of business which is to be completed within three months of entering into such purchase orders); or (j) other Contract material to the Subject Business. Except as set forth in the Disclosure Letter, there are no vehicles, boats, aircraft, apartments or other residential or recreational properties or facilities owned or operated by the Company for executive, administrative or sales purposes or any social club memberships owned or paid for by it. Except as set forth in the Disclosure Letter, the Company has in all material respects performed all the obligations required to be performed by it to date and is not in default or alleged to be in default in any material respect under any Contract, and there exists no event, condition or occurrence which, after notice or lapse of time, or both, would constitute such a default by the Company of any of the foregoing. The Company has furnished to Acquisition Sub true and complete copies of all Contracts listed in the Disclosure Letter or complete descriptions of all material terms of any oral Contracts listed in the Disclosure Letter.

AGREEMENTS, NO DEFAULTS, ETC. Except as set forth in on Schedule 6.12 hereto, neither the Disclosure Letter, General Partner nor the Company Partnership is not a party to any: (a) Contract involving aggregate consideration in excess of $25,000 per annum for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basisbasis (other than oral contracts terminable at will by the General Partner or the Partnership, as the case may be, without any obligation to pay any severance in excess of the general severance policies described on Schedule 6.17 hereto); (b) Contract with any Affiliate of the CompanyAffiliate; (c) Contract relating to the borrowing of money or to the mortgaging, pledging or otherwise placing an Encumbrance on any asset or group of assets of the Companysuch Person; (d) Contract relating to any guarantee of any obligation for borrowed money or otherwise; (e) Contract with respect to the lending or investing of funds; (f) Contract or indemnification with respect to any form of intangible property, including any Intellectual Property Rights or confidential information; provided, however, neither the General Partner nor the Partnership shall have any obligation to disclose the identity of any Person that subsequent to March 1, 1996 and prior to the date hereof expressed an interest in acquiring the Business; (g) Contract or group of related Contracts with the same party (excluding purchase orders entered into in the ordinary course of business which that are to be completed within three months of entering into such purchase orders) for the purchase or sale of products or services under which the undelivered balance of such products and services has a selling price in excess of $10,00050,000; (h) Contract that prohibits it from freely engaging in business anywhere in the world; (i) Contract relating to the manufacturing, purchase, distribution, marketing or sales of its or any other Person's products; (j) factoring arrangement or other agreement involving the sale of such Person's accounts receivable to a third party at a discount; or (k) other Contract (xi) that is not terminable by either party without penalty upon not more than 30 days' advance notice and involves aggregate consideration in excess of $20,000 or 10,000; (yii) that involves aggregate consideration in excess of $25,000 (excluding in the case of each of clauses (xi) and (yii) above any purchase order or other Contract relating to the purchase or sale of products or services that by its terms contemplates performance in full within 60 days after the date thereof); or (iii) material to the Business not entered into in the ordinary course of business which is to be completed within three months of entering into such purchase orders); or (j) other Contract material to the Subject Businessbusiness. Except as set forth in the Disclosure Letter, there are no vehicles, boats, aircraft, apartments or other residential or recreational properties or facilities owned or operated by the Company for executive, administrative or sales purposes or any social club memberships owned or paid for by it. Except as set forth in the Disclosure Letteron Schedule 6.12 hereto, the Company has in all material respects performed all General Partner or the obligations required to be performed by it to date and Partnership (as applicable) is not in breach or default or or, to the Knowledge of the General Partner and the Partnership, alleged to be in breach or default in any material respect under any ContractContract listed on Schedule 6.12 hereto, and there exists no event, condition or occurrence which, after notice or lapse of time, or both, would constitute such a default by the Company General Partner or the Partnership (as applicable) of any of the foregoing. The Company General Partner has furnished provided to Acquisition Sub the Buyer true and complete copies of all Contracts documents listed in the Disclosure Letter or complete on Schedule 6.12 hereto and true and correct descriptions of all material terms of any oral Contracts listed in the Disclosure LetterSchedule 6.12 hereto.

AGREEMENTS, NO DEFAULTS, ETC. (a) Except as set forth in on SCHEDULE 6.12(a) of the Disclosure Letter, the Company is not a party to any: (ai) Contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basisbasis or agreement with any Affiliates; (b) Contract with any Affiliate of the Company; (cii) Contract relating to the borrowing of money or to the mortgaging, pledging or otherwise placing an Encumbrance on any asset or group of assets of the Company; (diii) Contract relating to any guarantee of any obligation for borrowed money or otherwise; (eiv) Contract with respect to the lending or investing of funds; (fv) Contract or indemnification with respect to any form of intangible property, including any Intellectual Property Rights or confidential information; (gvi) Contract that prohibits it from freely engaging in business anywhere in the world; (vii) Contract or group of related Contracts with the same party (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) for the purchase or sale of products or services under which the undelivered balance of such products and services has a selling price in excess of $10,00050,000; (hviii) other Contract that prohibits it from freely engaging not disclosed in business anywhere in the world; items (i) other Contract through (vii) above (x) that is not terminable by either party without penalty upon not more than 30 days' advance notice of 30 days or less and involves aggregate consideration in excess of $20,000 50,000 or (y) that involves aggregate consideration in excess of $25,000 (excluding in the case of clauses (x) and (y) above any purchase order entered into in the ordinary course of business which is to be completed within three months of entering into such purchase orders)100,000; or (jix) other Contract which could reasonably be determined to be material to the Subject Business. . (b) Except as set forth in on SCHEDULE 6.12(b) of the Disclosure Letter, and except for automobiles provided as a benefit to executive officers of the Company, there are no vehicles, boats, aircraft, apartments or other residential or recreational properties or facilities owned or operated by the Company or any Subsidiary for executive, administrative or sales purposes or any social club memberships owned or paid for by it. Except as set forth in on SCHEDULE 6.12(b) of the Disclosure Letter, the Company has in all material respects performed all the obligations required to be performed by it to date and is not in default or alleged to be in default in any material respect under any Contract, and there exists no event, condition or occurrence which, after notice or lapse of time, or both, would constitute such a default by the Company of any of the foregoing. The Company has furnished to the Purchaser and Acquisition Sub true and complete copies of all Contracts listed in the Disclosure Letter or complete descriptions of all material terms of any oral Contracts listed in the Disclosure Letter. (c) SCHEDULE 6.12(c) sets forth all open sales orders in excess of $50,000, and all of such sales orders have arisen in arms length transactions occurring in the ordinary course of business. Except as set forth on SCHEDULE 6.12(c) of the Disclosure Letter, the Company has not received a written request from a customer to delay shipment of any such sales order that has a specific delivery date or is void or subject to termination at the option of such customer upon a change in control.

AGREEMENTS, NO DEFAULTS, ETC. Except as set forth in the Disclosure LetterSchedule 4.15, neither the Company nor any Subsidiary is not a party to any: (a) Contract contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis; (b) Contract with any Affiliate of the CompanyAffiliate; (c) Contract relating to the borrowing of money (in excess of $50,000) or to the mortgaging, pledging or otherwise placing an Encumbrance on any asset or group of assets of the CompanyCompany or any Subsidiary with an aggregate value in excess of $50,000; (d) Contract relating to any guarantee of any obligation for borrowed money or otherwise; (e) Contract with respect to the lending or investing of fundsfunds in excess of $250,000 in the aggregate; (f) Contract or for indemnification with respect to any form of intangible property, including any Intellectual Property Rights or confidential information, other than in the ordinary course of the Company's or such Subsidiary's business on terms and conditions consistent with such Person's past practices; (g) Contract or group of related Contracts with the same party (excluding purchase orders entered into in the ordinary course of business which are to be completed within three 2 months of entering into such purchase orders) for the purchase or sale of products or services under which the undelivered balance of such products and services has a selling price involving aggregate consideration in excess of $10,0001,000,000 in any given calendar year; (h) Contract that prohibits it the Company or any Subsidiary from freely engaging in business anywhere in the world; (i) Contract pursuant to which the Company or any Subsidiary has any "take or pay" or minimum purchase obligation exceeding $50,000 per year; or (j) other Contract (xi.e., not covered in clauses (a)-(i) that is not terminable by either party above without penalty upon not more than 30 days' advance notice and involves aggregate consideration in excess of $20,000 or (yregard to the dollar thresholds set forth therein) that involves aggregate consideration in excess of $25,000 (excluding in the case of clauses (x) and (y) above any purchase order entered into in the ordinary course of business which is to be completed within three months of entering into such purchase orders); or (j) other Contract material to the Subject Business150,000. Except as set forth in the Disclosure LetterSchedule 4.15, there are no vehicles, boats, aircraft, apartments or other residential or recreational properties or facilities leased, owned or operated by the Company or any Subsidiary for executive, administrative or sales purposes or any social club memberships owned or paid for by it. Except as set forth in the Disclosure LetterSchedule 4.15, each of the Company and its Subsidiaries has in all material respects performed all the obligations required to be performed by it to date and is not in receipt of a written notice that it is in default or alleged to be in default in any material respect under any Contract, and there exists no event, condition or occurrence which, after notice or lapse of time, or both, would constitute such a default by the Company such Person of any of the foregoing. The Company has furnished to Acquisition Sub the Investors true and complete copies of all Contracts documents listed in the Disclosure Letter or complete descriptions of all material terms of any oral Contracts listed in the Disclosure LetterSchedule 4.15.

AGREEMENTS, NO DEFAULTS, ETC. Except as set forth in the Disclosure Letteron Schedule 3.1(p), the Company is not a party to any: (ai) Contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis; (bii) Contract with any Affiliate of the Company; (ciii) Contract relating to the borrowing of money or to the mortgaging, pledging or otherwise placing an Encumbrance on any asset or group of assets of the Company; (div) Contract relating to any guarantee of any obligation for borrowed money or otherwise; (ev) Contract with respect to the lending or investing of funds; (fvi) Contract or indemnification with respect to any form of intangible property, including any Intellectual Property Rights or confidential information; (gvii) Contract or group of related Contracts with the same party (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) for the purchase or sale of products or services under which the undelivered balance of such products and or services has a selling price in excess of $10,000; (hviii) Contract that prohibits it from freely engaging in business anywhere in the world; (iix) other Contract (x) that is not terminable by either party without penalty upon not more than 30 days' advance notice and involves aggregate consideration in excess of $20,000 or (y) that involves aggregate consideration in excess of $25,000 (excluding in the case of clauses (x) and (y) above any purchase order entered into in the ordinary course of business which is to be completed within three months of entering into such purchase orders); or (jx) other Contract material to the Subject Business. Except as set forth in the Disclosure Letter, there are no vehicles, boats, aircraft, apartments or other residential or recreational properties or facilities owned or operated by the Company for executive, administrative or sales purposes or any social club memberships owned or paid for by it. Except as set forth in the Disclosure Letter, the Company has in all material respects performed all the obligations required to be performed by it to date and is not in default or alleged to be in default in any material respect under any Contract, and there exists no event, condition or occurrence which, after notice or lapse of time, or both, would constitute such a default by the Company of any of the foregoing. The Company has furnished to Acquisition Sub true and complete copies of all Contracts listed in the Disclosure Letter or complete descriptions of all material terms of any oral Contracts listed in the Disclosure Letter.

AGREEMENTS, NO DEFAULTS, ETC. Except as set xx xet forth in on Schedule 4.12 of the Disclosure Letter, neither Holding nor the Company is not 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 basisbasis or agreement with any Affiliates, that, solely with respect to any Affiliates, will not be terminated prior to the Closing Date, other than advances in the ordinary course of business; (b) Contract with any Affiliate of the Company; (c) Contract relating to the borrowing of money or to the mortgaging, pledging or otherwise placing an Encumbrance on any asset or group of assets of Holding or the Company; (dc) Contract relating to any guarantee of any obligation obligation, including, without limitation, any guarantee for borrowed money or otherwisemoney; (ed) Contract with respect to the lending or investing of fundsfunds (other than agreements entered into in the ordinary course of business relating to the establishment or operation of bank accounts); (fe) Contract or indemnification with respect to any form of intangible property, including any Intellectual Property Rights or confidential information; (gf) Contract or group of related Contracts with the same party (excluding purchase orders entered into in the ordinary course of business which are to be completed within three six months of entering into such purchase orders) for the purchase or sale of products or services under which the undelivered balance of such products and services has a selling price in excess of $10,000100,000; (hg) Contract that prohibits it from freely engaging in business anywhere in the world; (ih) other Contract (x) that is not terminable by either party without penalty upon not more than 30 days' advance notice of 90 days or less and involves aggregate consideration in excess of $20,000 75,000 or (y) that involves aggregate consideration in excess of $25,000 150,000 (excluding in the case of clauses (x) and (y) above any purchase order entered into in the ordinary course of business which is to be completed within three six months of entering into such purchase orders); or (ji) other Contract not covered by (a) through (h) above that the Company reasonably deems to be material to the Subject BusinessCompany's business. Except as set forth in on Schedule 4.12 of the Disclosure Letter, there are no vehicles, boats, aircraft, apartments or other residential or recreational properties or facilities owned or operated by Holding or the Company for executive, administrative or sales purposes or any social club memberships owned or paid for by it. Except as set forth in on Schedule 4.12 of the Disclosure Letter, Holding and the Company has have in all material respects performed all the obligations required to be performed by it them to date and is are not in default or alleged to be in default in any material respect under any Contract, and and, to the Best Knowledge of the Company, there exists no event, condition or occurrence which, after notice or lapse of time, or both, would constitute such a default by Holding or the Company of any of the foregoing. The Except as set forth on Schedule 4.12 of the Disclosure Letter, the Company has furnished to Acquisition Sub Buyer true and complete copies of all Contracts listed in the Disclosure Letter or complete descriptions of all material terms of any oral Contracts listed in the Disclosure Letter.