Common use of Assets and Contracts Clause in Contracts

Assets and Contracts. Except for this Agreement and except as described in the Company Disclosure Schedule, the Company is not a party to any Contract not made in the ordinary course of business that is material to the Company. Without limiting the generality of the foregoing, the Company is not a party to any contract (i) with a labor union, (ii) for the purchase of fixed assets or for the purchase of materials, supplies or equipment in excess of normal operating requirements, (iii) for the employment of any officer, individual employee or other Person on a full-time basis, (iv) with respect to bonus, pension, profit sharing, retirement, stock purchase, deferred compensation, medical, hospitalization or life insurance or similar plan, contract or understanding any or all of the employees of the Company or any other Person, (v) relating to or evidencing Indebtedness for Borrowed Money or subjecting any asset or property of the Company to any Lien or evidencing any Indebtedness, (vi) guaranteeing any Indebtedness, (vii) under which the Company is lessee of or holds or operates any property, real or personal, owned by any other Person under which payments to such Person exceed $100,000 per year and with an unexpired term (including any period covered by an option to renew exercisable by any other party) of more than 60 days, (viii) under which the Company is lessor or permits any Person to hold or operate any property, real or personal, owned or controlled by the Company, (ix) granting any preemptive right, right of first refusal or similar right to any Person, (x) with any Affiliate of the Company or any present or former officer, director or shareholder of the Company, (xi) obligating the Company to pay any royalty or similar charge for the use or exploitation of any tangible or intangible property, (xii) containing a covenant not to compete or other restriction on the Company’s ability to conduct a business or engage in any other activity, (xiii) with respect to any distributor, dealer, manufacturer’s representative, sales agency, franchise or advertising contract or commitment, (xiv) regarding registration of securities under the Securities Act, (xv) characterized as a collective bargaining agreement, or (xvi) with any Person continuing for a period of more than three months from the Closing Date which involves an expenditure or receipt by the Company in excess of $100,000. The Company has made available to Parent and Acquisition Corp. true and complete copies of all Contracts and other documents requested by Parent or Acquisition Corp.

Assets and Contracts. Except for as expressly set forth in this Agreement and except as described in the Company Disclosure ScheduleAgreement, the Company Parent Balance Sheet or the notes thereto, the Parent is not a party to any Contract not made in the ordinary course of business that is material to the Company. Without limiting the generality of the foregoingContract, the Company is not a party to any contract including, without limitation, (ia) with a any labor union, (iib) for the purchase of fixed assets or for the purchase of materials, supplies or equipment in excess of normal operating requirements, (iiic) for the employment of any officer, individual employee or other Person on a full-time basisbasis or any contract with any Person for consulting services, (ivd) with respect to bonus, pension, profit sharing, retirement, stock purchase, stock option, deferred compensation, medical, hospitalization or life insurance or similar plan, contract or understanding with any or all of the employees of the Company Parent or any other Person, (ve) relating to or evidencing Indebtedness for Borrowed Money or subjecting any asset or property of the Company Parent to any Lien or evidencing any Indebtedness, (vif) guaranteeing of any Indebtedness, (viig) under which the Company Parent is lessee of or holds or operates any property, real or personal, owned by any other Person under which payments to such Person exceed $100,000 per year and with an unexpired term (including any period covered by an option to renew exercisable by any other party) of more than 60 daysPerson, (viiih) under which the Company Parent is lessor or permits any Person to hold or operate any property, real or personal, owned or controlled by the CompanyParent, (ixi) granting any preemptive right, right of first refusal or similar right to any Person, (xj) with any Affiliate of the Company Parent or any present or former officer, director or shareholder stockholder of the CompanyParent, (xik) obligating the Company Parent to pay any royalty or similar charge for the use or exploitation of any tangible or intangible property, (xii1) containing a covenant not to compete or other restriction on the Companyparent’s ability to conduct a business or engage in any other activity, (xiiim) with respect to any distributor, dealer, manufacturer’s representative, sales agency, franchise or advertising contract or commitment, (xivn) regarding the registration of securities under the Securities Act, (xvo) characterized as a collective bargaining agreement, or (xvip) with any Person continuing for a period of more than three months from the Closing Date which that involves an expenditure or receipt by the Company Parent in excess of $100,0001,000. Parent does not own any real property. The Parent maintains no insurance policies and insurance coverage of any kind with respect to Parent, its business, premises, properties, assets, employees and agents. Parent has furnished to the Company has made available to Parent and Acquisition Corp. true and complete copies of all Contracts agreements and other documents requested by Parent or Acquisition Corp.the Company.

Assets and Contracts. Except for this Agreement and except as described in set forth on Schedule 4.10, neither the Company Disclosure Schedule, the Company nor any of its subsidiaries is not a party to any Contract not made in the ordinary course of business that is material to the CompanyCompany and its subsidiaries taken as a whole. Without limiting the generality of the foregoingExcept as listed on Schedule 4.10, neither the Company nor any of its subsidiaries is not a party to any contract (ia) with a labor union, (iib) for the purchase of fixed assets or for the purchase of materials, supplies or equipment in excess of normal operating requirements, (iiic) for the employment of any officer, individual employee or other Person on a full-time basis, (ivd) with respect to bonus, pension, profit sharing, retirement, stock purchase, deferred compensation, medical, hospitalization or life insurance or similar plan, contract or understanding any or all of the employees of the Company or any of its subsidiaries or any other Person, (ve) relating to or evidencing Indebtedness for Borrowed Money or subjecting any asset or property of the Company or any of its subsidiaries to any Lien or evidencing any Indebtedness, (vif) guaranteeing any Indebtedness, (viig) under which the Company or any of its subsidiaries is lessee of or holds or operates any property, real or personal, owned by any other Person under which payments to such Person exceed $100,000 per year and with an unexpired term (including any period covered by an option to renew exercisable by any other party) of more than 60 days, (viiih) under which the Company or any of its subsidiaries is lessor or permits any Person to hold or operate any property, real or personal, owned or controlled by the CompanyCompany or any such subsidiary, (ixi) granting any preemptive right, right of first refusal or similar right to any Person, (xj) with any Affiliate of the Company or any present or former officer, director or shareholder Stockholder of the Company, (xik) obligating the Company or any of its subsidiaries to pay any royalty or similar charge for the use or exploitation of any tangible or intangible property, (xii1) containing a covenant not to compete or other restriction on the Company’s 's or any of its subsidiaries' ability to conduct a business or engage in any other activity, (xiiim) with respect to any distributor, dealer, manufacturer’s 's representative, sales agency, franchise or advertising contract or commitment, (xivn) regarding registration of securities under the Securities Act, (xvo) characterized as a collective bargaining agreement, or (xvip) with any Person continuing for a period of more than three months from the Closing Date which involves an expenditure or receipt by the Company or any of its subsidiaries in excess of $100,000. The Company has made available to Parent and Acquisition Corp. true and complete copies of all Contracts and other documents requested by Parent or Acquisition Corp.Parent.

Assets and Contracts. Except for this Agreement and except as described in the Company Disclosure ScheduleMemorandum, the Company is not a party to any Contract not made in the ordinary course of business that is material to the Company. Without limiting the generality of the foregoing, the The Company is not a party to any contract (ia) with a labor union, (iib) for the purchase of fixed assets or for the purchase of materials, supplies or equipment in excess of normal operating requirements, (iiic) for the employment of any officer, individual employee or other Person on a full-time basis, (ivd) with respect to bonus, pension, profit sharing, retirement, stock purchase, deferred compensation, medical, hospitalization or life insurance or similar plan, contract or understanding any or all of the employees of the Company or any other Person, (ve) relating to or evidencing Indebtedness for Borrowed Money or subjecting any asset or property of the Company to any Lien or evidencing any Indebtedness, (vif) guaranteeing any Indebtedness, (viig) under which the Company is lessee of or holds or operates any property, real or personal, owned by any other Person under which payments to such Person exceed $100,000 per year and with an unexpired term (including any period covered by an option to renew exercisable by any other party) of more than 60 days, (viiih) under which the Company is lessor or permits any Person to hold or operate any property, real or personal, owned or controlled by the Company, (ixi) granting any preemptive right, right of first refusal or similar right to any Person, (xj) with any Affiliate of the Company or any present or former officer, director or shareholder Stockholder of the Company, (xik) obligating the Company to pay any royalty or similar charge for the use or exploitation of any tangible or intangible property, (xii1) containing a covenant not to compete or other restriction on the Company’s 's ability to conduct a business or engage in any other activity, (xiiim) with respect to any distributor, dealer, manufacturer’s 's representative, sales agency, franchise or advertising contract or commitment, (xivn) regarding registration of securities under the Securities Act, (xvo) characterized as a collective bargaining agreement, or (xvip) with any Person continuing for a period of more than three months from the Closing Date which involves an expenditure or receipt by the Company in excess of $100,000. The Company has made available to Parent and Acquisition Corp. true and complete copies of all Contracts and other documents requested by Parent or Acquisition Corp.