Common use of Business Contracts Clause in Contracts

Business Contracts. (a) Section 4.10(a) of the Disclosure Schedule contains a list of the following Contracts (whether written or oral and including all amendments thereto) to which the Company is a party or by which the Company or any of the assets or properties of the Company are bound as of the Execution Date, (each, a “Business Contract” and, collectively, the “Business Contracts”): (i) leases relating to all Leased Real Property; (ii) capital or operating leases or conditional sales agreements relating to any assets or properties of the Company; (iii) employment, consulting, separation, collective bargaining or other labor agreements including Contracts (1) to employ or terminate executive officers or other personnel and other contracts with present or former officers or directors of the Company or (2) that will result in the payment by, or the creation of any Liability to pay on behalf of Purchaser or the Company any severance, termination, “golden parachute,” or other similar payments to any present or former personnel following termination of employment or otherwise as a result of the consummation of the transactions contemplated by this Agreement; (iv) agreements for the purchase of inventory, other materials, services or real or personal property; (v) agreements under which the Company is obligated to indemnify, or entitled to indemnification from, any other Person, other than any agreement that requires indemnification solely in connection with or as a result of a breach of such agreement; (vi) manufacturing or joint development agreements; (vii) license agreements or royalty agreements, whether the Company is the licensor or licensee thereunder; (viii) confidentiality and non-disclosure agreements (whether the Company is the beneficiary or the obligated party thereunder); (ix) customer orders or sales contracts under which the customer is to make a payment after the Execution Date; (x) distributor agreements, sales agency agreements or similar agreements providing for potential payments by or to the Company in excess of $15,000 on an annual basis; (xi) Contracts providing for potential payments by or to the Company in excess of $15,000 on an annual basis, actual or potential, after the Execution Date; (xii) Contracts or commitments relating to commission arrangements with others; (xiii) sales agency, advertising representative or advertising or public relations contract which is not terminable by the Company without penalty on 30 days’ notice or less (xiv) promissory notes, loans, agreements, indentures, evidences of indebtedness, letters of credit, guarantees, or other instruments relating to an obligation to pay money, whether the Company shall be the borrower, lender or guarantor thereunder (excluding credit provided by the Company in the ordinary course of business to purchasers of its products and obligations to pay vendors in the ordinary course of business and consistent with past practice); (xv) Contracts containing covenants limiting the freedom of the Company or any officer, director, employee or Affiliate of the Company, to engage in any line of business or compete with any Person that relates directly or indirectly to the Business; (xvi) Contracts with the federal, state or local government or any agency or department thereof; (xvii) Contracts with a Related Party; and (xviii) all other Contracts necessary for the operation of the Business as it is currently conducted. (b) The Company has made available to the Purchaser and its agents and Representatives a copy of each written Business Contract. Each Business Contract is, in full force and effect and represents a valid, binding and enforceable obligation of the Company in accordance with the respective terms thereof and, to the knowledge of the Company, represent a valid, binding and enforceable obligation of each of the other parties thereto, subject to the Enforceability Exceptions. There exists no material breach or material default (or event that with notice or the lapse of time, or both, would constitute a material breach or material default) on the part of the Company or, to the knowledge of the Company, on the part of any other party under any Business Contract. The Company has fulfilled, or taken all action necessary to enable it to fulfill when due, all of its material obligations under each Business Contract.

Business Contracts. (a) Section 4.10(a) of the Disclosure Schedule contains a list of the following Contracts (whether written or oral and including all amendments thereto) to which the Company is a party or by which the Company or any of the assets or properties of the Company are bound as of the Execution Date, (each, a “"Business Contract” " and, collectively, the “"Business Contracts”"): (i) leases relating to all Leased Real Property; (ii) capital or operating leases or conditional sales agreements relating to any assets or properties of the Company; (iii) employment, consulting, separation, collective bargaining or other labor agreements including Contracts (1) to employ or terminate executive officers or other personnel and other contracts with present or former officers or directors of the Company or (2) that will result in the payment by, or the creation of any Liability to pay on behalf of Purchaser or the Company any severance, termination, “"golden parachute,” " or other similar payments to any present or former personnel following termination of employment or otherwise as a result of the consummation of the transactions contemplated by this Agreement; (iv) agreements for the purchase of inventory, other materials, services or real or personal property; (v) agreements under which the Company is obligated to indemnify, or entitled to indemnification from, any other Person, other than any agreement that requires indemnification solely in connection with or as a result of a breach of such agreement; (vi) manufacturing or joint development agreements; (vii) license agreements or royalty agreements, whether the Company is the licensor or licensee thereunder; (viii) confidentiality and non-disclosure agreements (whether the Company is the beneficiary or the obligated party thereunder); (ix) customer orders or sales contracts under which the customer is to make a payment after the Execution Date; (x) distributor agreements, sales agency agreements or similar agreements providing for potential payments by or to the Company in excess of $15,000 on an annual basis; (xi) Contracts providing for potential payments by or to the Company in excess of $15,000 on an annual basis, actual or potential, after the Execution Date; (xii) Contracts or commitments relating to commission arrangements with others; (xiii) sales agency, advertising representative or advertising or public relations contract which is not terminable by the Company without penalty on 30 days’ ' notice or less (xiv) promissory notes, loans, agreements, indentures, evidences of indebtedness, letters of credit, guarantees, or other instruments relating to an obligation to pay money, whether the Company shall be the borrower, lender or guarantor thereunder (excluding credit provided by the Company in the ordinary course of business to purchasers of its products and obligations to pay vendors in the ordinary course of business and consistent with past practice); (xv) Contracts containing covenants limiting the freedom of the Company or any officer, director, employee or Affiliate of the Company, to engage in any line of business or compete with any Person that relates directly or indirectly to the Business; (xvi) Contracts with the federal, state or local government or any agency or department thereof; (xvii) Contracts with a Related Party; and (xviii) all other Contracts necessary for the operation of the Business as it is currently conducted. (b) The Company has made available to the Purchaser and its agents and Representatives a copy of each written Business Contract. Each Business Contract is, in full force and effect and represents a valid, binding and enforceable obligation of the Company in accordance with the respective terms thereof and, to the knowledge of the Company, represent a valid, binding and enforceable obligation of each of the other parties thereto, subject to the Enforceability Exceptions. There exists no material breach or material default (or event that with notice or the lapse of time, or both, would constitute a material breach or material default) on the part of the Company or, to the knowledge of the Company, on the part of any other party under any Business Contract. The Company has fulfilled, or taken all action necessary to enable it to fulfill when due, all of its material obligations under each Business Contract.

Business Contracts. (a) Section 4.10(aSchedule 2.14(a) of the Disclosure Schedule contains a list of the following Contracts lists each agreement (whether written or oral and including all amendments and supplements thereto) of the Business pursuant to which Seller is obligated to provide retained search services, including all ongoing customer contracts, purchase orders and statements of work (collectively, the Company “Customer Contracts”). Subject to obtaining any necessary third Person consents pursuant to Section 4.8, each Customer Contract will continue to be binding in accordance with its terms following the Closing Date, and the closing of the transactions contemplated hereby and will not result in a default, or require the payment of any sum of money, under any Customer Contract (with or without the lapse of time or giving of notice, or both). (b) Schedule 2.14(b) lists the following agreements (whether written or oral and including all amendments and supplements thereto) relating to the Business to which Seller is a party or beneficiary or by which Seller (in respect of the Company Business) or any of the assets Assets is bound or properties of otherwise obligated, which is not listed in Schedule 2.14(a) (collectively with the Company are bound as of the Execution Date, (each, a “Business Contract” and, collectivelyagreements listed in Schedule 2.14(a), the “Business Contracts”): (i) leases relating to all Leased Real Propertyreal estate leases; (ii) agreements evidencing, securing or otherwise relating to any Indebtedness for which Seller is, directly or indirectly, liable; (iii) capital or operating leases or conditional sales agreements relating to vehicles, equipment or other Assets; (iv) agreements pursuant to which Seller is entitled or obligated to either acquire any assets from, or properties of the Companysell any assets to, a third Person; (iiiv) insurance policies; (vi) employment, consulting, noncompetition, separation, collective bargaining bargaining, union or other labor agreements including Contracts (1) to employ or terminate executive officers or other personnel arrangements; and other contracts with present or former officers or directors of the Company or (2) that will result in the payment by, or the creation of any Liability to pay on behalf of Purchaser or the Company any severance, termination, “golden parachute,” or other similar payments to any present or former personnel following termination of employment or otherwise as a result of the consummation of the transactions contemplated by this Agreement; (iv) agreements for the purchase of inventory, other materials, services or real or personal property; (v) agreements under which the Company is obligated to indemnify, or entitled to indemnification from, any other Person, other than any agreement that requires indemnification solely in connection with or as a result of a breach of such agreement; (vi) manufacturing or joint development agreements; (vii) license agreements or royalty agreements, whether the Company to which Seller is the licensor or licensee thereunder; (viii) confidentiality a party and non-disclosure agreements (whether the Company is the beneficiary or the obligated party thereunder); (ix) customer orders or sales contracts under to which the customer is to make a payment after the Execution Date; (x) distributor agreements, sales agency agreements or similar agreements providing for potential payments by or to the Company in excess of $15,000 on an annual basis; (xi) Contracts providing for potential payments by or to the Company in excess of $15,000 on an annual basis, actual or potential, after the Execution Date; (xii) Contracts or commitments relating to commission arrangements with others; (xiii) sales agency, advertising representative or advertising or public relations contract which is not terminable by the Company without penalty on 30 days’ notice or less (xiv) promissory notes, loans, agreements, indentures, evidences of indebtedness, letters of credit, guaranteesSelling Person, or other instruments relating to an obligation to pay moneyany director, whether the Company shall be the borrowermanager or officer of Seller, lender or guarantor thereunder (excluding credit provided by the Company in the ordinary course of business to purchasers of its products and obligations to pay vendors in the ordinary course of business and consistent with past practice); (xv) Contracts containing covenants limiting the freedom any immediate family member of the Company Selling Person or any officer, director, employee or Affiliate of the Company, to engage in any line of business or compete with any Person that relates directly or indirectly to the Business; (xvi) Contracts with the federal, state or local government or any agency or department thereof; (xvii) Contracts with foregoing is also a Related Party; and (xviii) all other Contracts necessary for the operation of the Business as it is currently conductedparty. (bc) The Company Seller has made available delivered to the Purchaser Buyer a true, correct and its agents and Representatives a complete copy of each written Business Contract and a written, detailed summary of each material term of each oral Business Contract. Each Assuming the due authorization, execution and delivery by each other party thereto, each Business Contract isis valid, binding and in full force and effect and represents a valid, binding and enforceable obligation of the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar Laws affecting the respective terms thereof and, to the knowledge enforcement of the Company, represent a valid, binding creditors’ rights generally and enforceable obligation of each of the other parties thereto, subject to the Enforceability Exceptionsgeneral principles of equity (regardless of whether enforcement is sought in a Proceeding at law or in equity). There Seller has performed its obligations under each Business Contract in all material respects, and there exists no material breach or material default (or event that with notice or the lapse of time, or both, time would constitute a material breach or material default) on the part of the Company Seller or, to the knowledge Knowledge of the CompanySeller, on the part of any other party Person under any Business Contract. The Company There has fulfilledbeen no notice of termination or notice of default or, or taken all action necessary to enable it the Knowledge of Seller, any threatened termination of any Business Contract. To the Knowledge of Seller, no party to fulfill when due, all any Business Contract has provided notice of its material obligations under each intent to reduce its relationship with the Business Contractas a result of or in connection with the acquisition contemplated by this Agreement.

Business Contracts. (a) Section 4.10(aSchedule 1.1(d) of the Disclosure Schedule contains a list of the following Contracts lists each agreement (whether written or oral and including all amendments and supplements thereto) relating to the Business to which the Company Seller is a party or beneficiary or by which Seller (in respect of the Company Business) or any of the assets Assets is bound or properties otherwise obligated with respect to providing staffing services, including all customer contracts, purchase orders and statements of work (collectively, the “Customer Contracts”). Each Customer Contract represents the entire agreement between Seller and the other party or parties thereto. Subject to obtaining any necessary third Person consents pursuant to Section 4.8, each Customer Contract will continue to be binding on Seller, and to Seller’s Knowledge, the counterparties thereto, in accordance with its terms following the Closing Date, and the closing of the Company are bound as transactions contemplated hereby will not result in an actual or potential default, or require the payment of any sum of money, under any Customer Contract (with or without the lapse of time or giving of notice, or both). (b) Schedule 2.14(b) lists the following agreements (whether written or oral and including all amendments and supplements thereto) relating to the Business to which Seller is a party or beneficiary or by which Seller (in respect of the Execution DateBusiness) or any of the Assets is bound or otherwise obligated, which is not listed in Schedules 1.1(d) (each, a “Business Contract” and, collectivelycollectively with the agreements and policies listed in Schedule 1.1(d), the “Business Contracts”): (i) leases relating to all Leased Real Propertyreal estate leases; (ii) agreements evidencing, securing or otherwise relating to any Indebtedness for which Seller is, directly or indirectly, liable; (iii) capital or operating leases or conditional sales agreements relating to vehicles, equipment or other Assets; (iv) agreements pursuant to which Seller is entitled or obligated to either acquire any assets from, or properties of the Companysell any assets to, a third Person; (iiiv) insurance policies; (vi) employment, consulting, noncompetition, separation, collective bargaining bargaining, union or other labor agreements including Contracts (1) to employ or terminate executive officers or other personnel arrangements; and other contracts with present or former officers or directors of the Company or (2) that will result in the payment by, or the creation of any Liability to pay on behalf of Purchaser or the Company any severance, termination, “golden parachute,” or other similar payments to any present or former personnel following termination of employment or otherwise as a result of the consummation of the transactions contemplated by this Agreement; (iv) agreements for the purchase of inventory, other materials, services or real or personal property; (v) agreements under which the Company is obligated to indemnify, or entitled to indemnification from, any other Person, other than any agreement that requires indemnification solely in connection with or as a result of a breach of such agreement; (vi) manufacturing or joint development agreements; (vii) license agreements with or royalty agreements, whether for the Company is benefit of the licensor or licensee thereunder; (viii) confidentiality and non-disclosure agreements (whether the Company is the beneficiary or the obligated party thereunder); (ix) customer orders or sales contracts under which the customer is to make a payment after the Execution Date; (x) distributor agreements, sales agency agreements or similar agreements providing for potential payments by or to the Company in excess of $15,000 on an annual basis; (xi) Contracts providing for potential payments by or to the Company in excess of $15,000 on an annual basis, actual or potential, after the Execution Date; (xii) Contracts or commitments relating to commission arrangements with others; (xiii) sales agency, advertising representative or advertising or public relations contract which is not terminable by the Company without penalty on 30 days’ notice or less (xiv) promissory notes, loans, agreements, indentures, evidences of indebtedness, letters of credit, guaranteesSelling Persons, or other instruments relating to an obligation to pay moneyany director, whether the Company shall be the borrowermanager, lender officer or guarantor thereunder (excluding credit provided by the Company employee of Seller employed in the ordinary course of business to purchasers of its products and obligations to pay vendors in the ordinary course of business and consistent with past practice); (xv) Contracts containing covenants limiting the freedom of the Company Business, or any officer, director, employee Affiliate or Affiliate of the Company, to engage in any line of business or compete with any Person that relates directly or indirectly to the Business; (xvi) Contracts with the federal, state or local government or any agency or department immediate family member thereof; (xvii) Contracts with a Related Party; and (xviii) all other Contracts necessary for the operation of the Business as it is currently conducted. (bc) The Company Seller has made available delivered to the Purchaser Buyer a true, correct and its agents and Representatives a complete copy of each written Business Contract and a written, detailed summary of each material term of each oral Business Contract. Each Business Contract isis valid, binding and in full force and effect and represents a valid, binding and enforceable obligation of the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar 101572953.9 22 Laws affecting the respective terms thereof and, to the knowledge enforcement of the Company, represent a valid, binding creditors’ rights generally and enforceable obligation of each of the other parties thereto, subject to the Enforceability Exceptionsgeneral principles of equity (regardless of whether enforcement is sought in a Proceeding at law or in equity). There Seller has performed all of its obligations under each Business Contract, and there exists no material breach or material default (or event that with notice or the lapse of time, or both, time would constitute a material breach or material default) on the part of the Company Seller or, to the knowledge Knowledge of the CompanySeller, on the part of any other party Person under any Business Contract. The Company There has fulfilledbeen no termination or notice of default or, or taken all action necessary to enable it to fulfill when duethe Knowledge of Seller, all of its material obligations any threatened termination under each any Business Contract. To the Knowledge of Seller, no party to any Business Contract intends to alter its relationship with the Business as a result of or in connection with the acquisition contemplated by this Agreement.