Common use of Certain Contracts and Arrangements Clause in Contracts

Certain Contracts and Arrangements. (i) Schedule 3.1(v) of the Company Disclosure Schedule and the documents filed or incorporated by reference in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 set forth a true and complete list of each agreement to which the Company or any of the Subsidiaries is subject (other than this Agreement) that is of a type that would be required to be included as an exhibit to an Annual Report on Form 10-K pursuant to the rules and regulations of the SEC if such Annual Report on Form 10-K were filed by the Company on the date hereof (collectively, the “Company Contracts”). Except as could not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect and except as set forth on Schedule 3.1(v) of the Company Disclosure Schedule, neither the Company nor any of the Subsidiaries is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. (ii) Set forth on Schedule 3.1(v) of the Company Disclosure Schedule is complete list of each management, employment, consulting or other agreement, contract or commitment, whether oral or in writing, to which the Company or any of the Subsidiaries is a party that provides for (i) the employment of any person or providing for retention of management, executive or consulting services, or (ii) the payment or accrual of any compensation or severance upon (A) a change in control of the Company or any of the Subsidiaries or (B) any termination of such management, employment, consulting or other relationship other than pursuant to an agreement with Parent or one of its current Affiliates. All compensation earned pursuant to the foregoing, including deferred compensation, has been fully and accurately accrued for and reflected in the financial statements included in the Company SEC Documents to the extent required therein. Set forth on Schedule 3.1(v) of the Company Disclosure Schedule is a list (including the name of the parties thereto and the date thereof) of all non-competition, non-solicitation or similar agreements entered into between any Person and the Company or any of the Subsidiaries that would (i) restrict any Person (other than the Company or any of the Subsidiaries) from engaging or competing in any line of business in any geographic area or from hiring or soliciting for hire any past or present employee, consultant, officer or director of the Company or any of the Subsidiaries or (ii) limits or otherwise restricts the Company or any of the Subsidiaries, or that would reasonably be expected to, after the Effective Time, limit or restrict Parent, the Surviving Corporation or any of Parent’s other subsidiaries or any of their respective affiliates or any successor thereto, from engaging or competing in any line of business in which it is currently engaged or in any geographic area.

Certain Contracts and Arrangements. Except for ---------------------------------- Government Contracts (ias defined below) Schedule 3.1(v) and as set forth in Section 2.16 of the Disclosure Schedule, as of the date hereof, neither the U.S. Company Disclosure Schedule nor any of its Subsidiaries is a party to any written (a) employment agreement; (b) indenture, mortgage, note, agreement or other instrument relating to the borrowing of money by the U.S. Company or any of its Subsidiaries, as the case may be (other than intercompany accounts which shall be governed by Section 1.8 hereof), or the guaranty by either of the U.S. Company or any of its Subsidiaries of any obligation for the borrowing of money; (c) agreement or contract the loss of which would have a Company Material Adverse Effect;(d) contract or agreement that has or is expected to generate at least $1,000,000 in revenue (including unexercised options) to the U.S. Company and the documents filed or incorporated by reference in the Company’s Annual Report on Form 10-K its Subsidiaries for the year ended December 31, 2004 set forth a true 1997; (e) contracts or agreements (excluding supplier contracts and complete list agreements) having an unexpired term as of each agreement to which the date hereof (including unexercised options) in excess of two years; (f) contracts or agree- ments limiting or restricting the ability of the U.S. Company or any of its Subsidiaries to compete or otherwise to conduct any business in any manner or place; (g) grants of power of attorney, agency or similar authority to another person or entity; (h) contracts or agreements containing a right of first refusal; (i) contract or agreement to which any affiliate, officer or director of the Parent, the Sellers, the U.S. Company or its Subsidiaries is subject party; and (other than this Agreementj) that is contract or agreement not made in the ordinary course of a type that would be required to be included as an exhibit to an Annual Report on Form 10-K pursuant to the rules and regulations of the SEC if such Annual Report on Form 10-K were filed by the Company on the date hereof business (collectively, the “Company "Material Contracts”"). Except All of the Material Contracts are valid, binding and enforceable obligations of the U.S. Company or its Subsidiaries, as could the case may be, in accordance with their terms. Neither the U.S. Company nor one of its Subsidiaries, as the case may be, nor, to the knowledge of the Parent, any other party thereto (i) is in default under any of the aforesaid agreements, other than such defaults, if any, which would not, individually or in the aggregate, reasonably be expected to result in have a Company Material Adverse Effect and except as set forth on Schedule 3.1(vor (ii) of the Company Disclosure Schedule, neither the Company nor has waived any of the Subsidiaries is in breach or default material rights under any Company Material Contract nor, to (other than releases executed in the ordinary course of business in connection with closing contracts or task orders). To the knowledge of the CompanyParent, is any other party to any such Company Contract in breach there are no written agreements or default thereunder. (ii) Set forth on Schedule 3.1(v) of the Company Disclosure Schedule is complete list of each management, employment, consulting or other agreement, contract or commitment, whether oral or in writing, contracts to which the U.S. Company or any of the its Subsidiaries is a party that provides for (i) or by which any of their properties is bound with respect to which a "show cause" notice, a cure notice or a default notice has been received or is threatened to be sent to the employment of any person or providing for retention of management, executive or consulting services, or (ii) the payment or accrual of any compensation or severance upon (A) a change in control of the U.S. Company or any of the Subsidiaries or (B) any termination of such management, employment, consulting or other relationship other than pursuant to an agreement with Parent or one of its current Affiliates. All compensation earned pursuant to the foregoing, including deferred compensation, has been fully and accurately accrued for and reflected in the financial statements included in the Company SEC Documents to the extent required therein. Set forth on Schedule 3.1(v) of the Company Disclosure Schedule is a list (including the name of the parties thereto and the date thereof) of all non-competition, non-solicitation or similar agreements entered into between any Person and the Company or any of the Subsidiaries that would (i) restrict any Person (other than the Company or any of the Subsidiaries) from engaging or competing in any line of business in any geographic area or from hiring or soliciting for hire any past or present employee, consultant, officer or director of the Company or any of the Subsidiaries or (ii) limits or otherwise restricts the Company or any of the Subsidiaries, or that would reasonably be expected to, after the Effective Time, limit or restrict Parent, the Surviving Corporation or any of Parent’s other subsidiaries or any of their respective affiliates or any successor thereto, from engaging or competing in any line of business in which it is currently engaged or in any geographic area.

Certain Contracts and Arrangements. The Company has not breached or defaulted (i) Schedule 3.1(v) nor has any event occurred which, with passage of time or giving of notice would constitute a default), or received in writing any claim or notice that it has breached or defaulted under, any of the terms or conditions of any agreement, contract or commitment in such a manner as, individually or in the aggregate, are reasonably likely to have a Company Material Adverse Effect. In addition, the Company has used reasonable best efforts to identify and disclose on Section 3.13 of the Company Disclosure Schedule and all of the documents filed or incorporated by reference in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 set forth a true and complete list of each agreement following to which the Company or any of the its Subsidiaries is subject a party (and which are not listed as exhibits to the Company's 10-K): (a) material employment, consulting, noncompete, severance or similar agreement with any director, officer or salaried employee; (b) collective bargaining agreement; (c) material indenture, mortgage, note, installment obligation, agreement or other instrument relating to the borrowing of money by the Company or any Subsidiary or the guaranty by the Company or any Subsidiary of any material obligation for the borrowing of money; (d) real property lease in excess of 20,000 square feet and any other material lease (i.e., a lease (other than this Agreement) leases that is of a type that would be required to be included as an exhibit to an Annual Report on Form 10-K pursuant to the rules and regulations of the SEC if such Annual Report on Form 10-K were filed have been properly capitalized by the Company on in accordance with GAAP) with future yearly rental payments in excess of $150,000 or aggregate future rental payments in excess of $500,000 over the date hereof term thereof); (collectively, the “Company Contracts”). Except as could not, individually e) any non-competition agreement or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect and except as set forth on Schedule 3.1(v) of the Company Disclosure Schedule, neither the Company nor any of the Subsidiaries is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party agreement or obligation which purports to limit in any such Company Contract material respect the manner in breach which, or default thereunder. (ii) Set forth on Schedule 3.1(v) of the Company Disclosure Schedule is complete list of each managementlocalities in which, employment, consulting or other agreement, contract or commitment, whether oral or in writing, to which the Company or any of the its Subsidiaries is entitled to conduct all or any material portion of the business of the Company and its Subsidiaries taken as a party that provides whole; (f) any joint venture, partnership or similar arrangement extending beyond six (6) months or involving a commitment for future equity or investment of more than $500,000; (g) a listing of the top fifty (50) customers based on estimated annual revenue, including a listing of the contracts in place with the top ten (10) customers; (h) a listing of the vendors with whom the Company has contracts involving purchases in excess of $500,000 on an annualized basis, including a listing of the contracts in place with the top ten (10) vendors; (i) any material agreement the employment benefits of which are contingent or increased, or the terms of which are materially altered, or the vesting of benefits of which will be accelerated, upon the occurrence of a transaction of the nature contemplated by this Agreement or the value of any person of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (j) any material agreement of indemnification or providing for retention guaranty not entered into in the ordinary course of managementbusiness; (k) any agreement, executive capitalized lease, contract or consulting servicescommitment relating to capital expenditures and involving future obligations in excess of $1,500,000, and not cancelable without penalty; (l) any agreement, contract or commitment currently in force relating to any ownership interest in any corporation, partnership, joint venture or other business enterprise that is material in value to the Company; or (iim) the payment any other contract or accrual of any compensation or severance upon (A) a change in control of agreement that is otherwise material to the Company or any of the Subsidiaries or (B) any termination of such managementtaken as a whole, employment, consulting or other relationship other than pursuant to an agreement with Parent or one of its current Affiliates. All compensation earned pursuant to the foregoing, including deferred compensation, has been fully except for purchase and accurately accrued for sales orders and reflected similar contracts entered into in the financial statements included in the Company SEC Documents to the extent required therein. Set forth on Schedule 3.1(v) ordinary course of the Company Disclosure Schedule is a list (including the name of the parties thereto and the date thereof) of all non-competition, non-solicitation or similar agreements entered into between any Person and the Company or any of the Subsidiaries that would (i) restrict any Person (other than the Company or any of the Subsidiaries) from engaging or competing in any line of business in any geographic area or from hiring or soliciting for hire any past or present employee, consultant, officer or director of the Company or any of the Subsidiaries or (ii) limits or otherwise restricts the Company or any of the Subsidiaries, or that would reasonably be expected to, after the Effective Time, limit or restrict Parent, the Surviving Corporation or any of Parent’s other subsidiaries or any of their respective affiliates or any successor thereto, from engaging or competing in any line of business in which it is currently engaged or in any geographic areabusiness.

Certain Contracts and Arrangements. Set forth in Section 5.14 of the Disclosure Schedule, is a list, identifying the parties thereto of the following Contracts included in the Purchased Assets or to which either of the Companies is a party and which in either case is in effect as of the date hereof. The list is representative of the type of Contracts listed below. These and other Contracts were made available for Buyer’s inspection. All are not listed in the Disclosure Schedule due to the number of such Contracts: (a) employment agreement; (b) sales representative, agency, distributor, or franchise agreement; (c) indenture, mortgage, note, installment obligation, agreement or other instrument relating to the borrowing of money by Seller or a Company, or the guaranty by Seller or a Company of any obligation for the borrowing of money; (d) indemnity or power of attorney involving outstanding, contingent or continuing obligation of or to Seller or either Company; (e) agreement with or to any director, officer, shareholder, manager or member of Seller or a Company or any Affiliate of any such Person; and, (f) other Contracts for the furnishing of services, goods or products by or to Seller or a Company after the date hereof with firm commitments having a value in excess of $250,000 on an annual basis. To the knowledge of Seller, the online data room includes a true copy of the Contracts which, in the opinion of those representing knowledge of the Seller (i.e. Schedule 1.1(c)(i)), may be material to the Business on the Closing Date. The online data room also includes a true copy of the following documents: (i) Schedule 3.1(vContracts containing a provision, covenant or obligation limiting or restricting in any manner whatsoever (whether during any particular period of time from and after the Closing Date, in certain geographic areas or otherwise) the ability of the Company Disclosure Schedule and the documents filed or incorporated by reference in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 set forth a true and complete list of each agreement to which the Company or any of the Subsidiaries is subject Seller or either Company to engage in any line of business, to sell any products or services to or to compete with any Person, or to obtain products or services from any Person; (ii) Contracts containing covenants (other than this Agreementcovenants granted pursuant to Contracts entered into in the ordinary course of Seller’s business with customers of the Business) that is prohibit or prevent the Seller or either Company from hiring or soliciting any Person for employment for a period in excess of six months after the Closing Date; (iii) all Transferred Contracts that require the Seller or either Company to provide any Products or any other goods or services to any Person at (or calculated as a type that would percentage of or otherwise directly based upon) the lowest, best or most favorable price (or otherwise upon the best or most favorable terms) provided to any other Person. To the knowledge of Seller, all such agreements are in full force and effect and are valid, binding and enforceable in accordance with their terms, except to the extent that: (x) such enforcement may be required subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws, now or hereafter in effect, relating to or limiting creditors’ rights generally; (y) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; or (z) such failure to be included as an exhibit to an Annual Report on Form 10-K pursuant to the rules valid, binding and regulations of the SEC if such Annual Report on Form 10-K were filed by the Company on the date hereof (collectively, the “Company Contracts”). Except as could notenforceable, individually or in the aggregate, reasonably be expected to result in would not have a Company Material Adverse Effect and except as set forth on Schedule 3.1(v) Effect. To the knowledge of the Company Disclosure ScheduleSeller, neither the Company nor none of Seller Company, or any other party to any of the Subsidiaries aforesaid Contracts, is in material breach or default under such agreements and no event, condition or occurrence exists which after notice or lapse of time, or both, would constitute a material breach or default under any Company Contract nor, to such Contract. To the knowledge of Seller, there are no oral Contracts in the Company, is any other party Transferred Contracts that are material to any such Company Contract in breach the Business or default thereunder. (ii) Set forth on Schedule 3.1(v) of the Company Disclosure Schedule is complete list of each management, employment, consulting or other agreement, contract or commitment, whether oral or in writing, to which the Company or any of the Subsidiaries is a party that provides for (i) the employment of any person or providing for retention of management, executive or consulting services, or (ii) the payment or accrual of any compensation or severance upon (A) a change in control of the Company or any of the Subsidiaries or (B) any termination of such management, employment, consulting or other relationship other than pursuant to an agreement with Parent or one of its current AffiliatesPurchased Assets. All compensation earned pursuant to Without modifying the foregoing, including deferred compensation, has been fully and accurately accrued for and reflected in Seller makes no representation or warranty regarding the financial statements included in the Company SEC Documents to the extent required therein. Set forth on Schedule 3.1(v) completeness of the Company Disclosure Schedule is a list (including the name of the parties thereto and the date thereof) of all non-competition, non-solicitation or similar agreements entered into between any Person and the Company or any of the Subsidiaries that would (i) restrict any Person (other than the Company or any of the Subsidiaries) from engaging or competing in any line of business in any geographic area or from hiring or soliciting for hire any past or present employee, consultant, officer or director of the Company or any of the Subsidiaries or (ii) limits or otherwise restricts the Company or any of the Subsidiaries, or that would reasonably be expected to, after the Effective Time, limit or restrict Parent, the Surviving Corporation or any of Parent’s other subsidiaries or any of their respective affiliates or any successor thereto, from engaging or competing in any line of business in which it is currently engaged or in any geographic areaonline data room.

Certain Contracts and Arrangements. (i) Schedule 3.1(v) 3.15 of the Company Disclosure Schedule lists, and the documents filed Company has heretofore furnished to Parent complete and accurate copies of (or, if oral, the Company Disclosure Schedule states all material provisions of), (a) every employment, material consulting, severance or incorporated change of control agreement or arrangement for the benefit of any director, officer, employee, other person or stockholder of the Company or any Subsidiary of the Company or any affiliate thereof in effect as of the date of this Agreement to which the Company or any Subsidiary of the Company is a party or by reference which the Company or any Subsidiary of the Company or any of their properties or assets is bound, (b) every material contract with physicians, scientific advisory board members or material consultants in A-15 16 effect as of the date of this Agreement to which the Company or any Subsidiary of the Company is a party or by which the Company or any Subsidiary of the Company or any of their properties or assets is bound, and (c) every contract, agreement, or understanding to which the Company or any Subsidiary of the Company is a party that would reasonably be expected to involve payments by or to the Company or any Subsidiary of the Company in excess of $500,000 during the Company's current 2001 fiscal year, or the absence or performance of which could reasonably be expected to have, individually or in the Company’s Annual Report on Form 10-K for aggregate, a Company Material Adverse Effect, or that is material and was not made in the year ended December 31, 2004 set forth a true and complete list ordinary course of each business. Each material contract or agreement to which the Company or any of the Subsidiaries is subject (other than this Agreement) that is of a type that would be required to be included as an exhibit to an Annual Report on Form 10-K pursuant to the rules and regulations of the SEC if such Annual Report on Form 10-K were filed by the Company on the date hereof (collectively, the “Company Contracts”). Except as could not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect and except as set forth on Schedule 3.1(v) Subsidiary of the Company Disclosure Scheduleis a party or by which any of them is bound is in full force and effect, and neither the Company nor any Subsidiary of the Subsidiaries is in breach or default under any Company Contract Company, nor, to the knowledge of the Company, is any other party to any such Company Contract thereto, is in breach of, or default thereunder. (ii) Set forth on Schedule 3.1(v) of the Company Disclosure Schedule is complete list of each managementunder, employment, consulting or other agreement, any material contract or commitment, whether oral or in writing, material agreement to which the Company or any Subsidiary of the Subsidiaries Company is a party or by which any of them is bound, and no event has occurred that provides with notice or passage of time or both would constitute such a breach or default thereunder by the Company or any Subsidiary of the Company, or, to the knowledge of the Company, any other party thereto, except for such breaches and defaults which could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. As of the date of this Agreement, neither the Company nor any Subsidiary of the Company is a party to any contract, plan, agreement, understanding, arrangement or obligation (i) that restricts the employment of any person or providing for retention of management, executive or consulting services, or (ii) the payment or accrual of any compensation or severance upon (A) a change in control ability of the Company or any Subsidiary of the Subsidiaries Company, or after the Merger would restrict the Surviving Corporation's or Parent's ability, to conduct any line of business, (Bii) any termination of such management, employment, consulting or other relationship other than pursuant to an agreement with Parent or one of its current Affiliates. All compensation earned pursuant to the foregoing, including deferred compensation, has been fully and accurately accrued for and reflected in the financial statements included in the Company SEC Documents to the extent required therein. Set forth that imposes on Schedule 3.1(v) of the Company Disclosure Schedule is a list (including the name of the parties thereto and the date thereof) of all non-competition, non-solicitation or similar agreements entered into between any Person and the Company or any of the Subsidiaries that would (i) restrict any Person (other than the Company or any of the Subsidiaries) from engaging or competing in any line of business in any geographic area or from hiring or soliciting for hire any past or present employee, consultant, officer or director Subsidiary of the Company material obligations (including to pay material milestone payments or any material license fees) not reflected in the Company Audited Balance Sheet, or (iii) that would be required to be filed with the SEC in a filing to which paragraph (b)(10) of Item 601 of Regulation S-K of the Subsidiaries or (ii) limits or otherwise restricts the Company or any Rules and Regulations of the SubsidiariesSEC is applicable, or that would reasonably be expected to, after the Effective Time, limit or restrict Parent, the Surviving Corporation or any of Parent’s other subsidiaries or any of their respective affiliates or any successor thereto, from engaging or competing in any line of business in which it is currently engaged or in any geographic areahas not been so filed.

Certain Contracts and Arrangements. (i) Schedule 3.1(v) of the Company Disclosure Schedule and the documents filed Each material contract or incorporated by reference in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 set forth a true and complete list of each agreement to which the Company or any of the its Subsidiaries is subject (other than this Agreement) that a party or by which any of them is bound is in full force and effect, and neither the Company nor any of a type that would be required to be included as an exhibit to an Annual Report on Form 10-K pursuant its Subsidiaries, nor, to the rules and regulations knowledge of the SEC if Company, any other party thereto, is in breach of, or default under, any such Annual Report on Form 10-K were filed contract or agreement, and no event has occurred that with notice or passage of time or both would constitute such a breach or default thereunder by the Company on or any of its Subsidiaries, or, to the date hereof knowledge of the Company, any other party thereto, except for such failures to be in full force and effect and such breaches and defaults which, in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Section 3.15 of the Company Disclosure Schedule lists each material contract or agreement to which the Company or any of its Subsidiaries is a party or by which any of them is bound (collectivelyeach, the “a "Company Contracts”Material Contract"). Except Each Company Material Contract that has not expired by its terms is in full force and effect and is the legal, valid and binding obligation of the Company and/or its applicable Subsidiary, enforceable against them in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors rights and remedies generally and subject, as could to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), except where the failure of such Company Material Contract to be in full force and effect or to be legal, valid, binding or enforceable against the Company and/or the applicable Subsidiary has not had and would not, individually or in the aggregate, reasonably be expected to result in have a Company Material Adverse Effect and except Effect. Except as set forth on Schedule 3.1(v) in Section 3.15 of the Company Disclosure Schedule, neither the no consent, approval, waiver or authorization of, or notice to any Person is needed in order that each such Company nor any Material Contract shall continue in full force and effect in accordance with its terms without penalty, acceleration or rights of early termination by reason of the Subsidiaries is in breach or default under any Company Contract nor, to the knowledge consummation of the CompanyTender Offer, is any other party to any such Company Contract in breach or default thereunder. (ii) Set forth on Schedule 3.1(v) of the Company Disclosure Schedule is complete list of each management, employment, consulting or other agreement, contract or commitment, whether oral or in writing, to which the Company or any of the Subsidiaries is a party that provides for (i) the employment of any person or providing for retention of management, executive or consulting services, or (ii) the payment or accrual of any compensation or severance upon (A) a change in control of the Company or any of the Subsidiaries or (B) any termination of such management, employment, consulting or other relationship other than pursuant to an agreement with Parent or one of its current Affiliates. All compensation earned pursuant to the foregoing, including deferred compensation, has been fully and accurately accrued for and reflected in the financial statements included in the Company SEC Documents to the extent required therein. Set forth on Schedule 3.1(v) of the Company Disclosure Schedule is a list (including the name of the parties thereto Merger and the date thereof) of all non-competition, non-solicitation or similar agreements entered into between any Person and the Company or any of the Subsidiaries that would (i) restrict any Person (other than the Company or any of the Subsidiaries) from engaging or competing in any line of business in any geographic area or from hiring or soliciting for hire any past or present employee, consultant, officer or director of the Company or any of the Subsidiaries or (ii) limits or otherwise restricts the Company or any of the Subsidiaries, or that would reasonably be expected to, after the Effective Time, limit or restrict Parent, the Surviving Corporation or any of Parent’s other subsidiaries or any of their respective affiliates or any successor thereto, from engaging or competing in any line of business in which it is currently engaged or in any geographic areatransactions contemplated by this Agreement.

Certain Contracts and Arrangements. Except as set forth in Schedule 2.10 hereto, the Company is not a party or subject to: (a) any plan or contract providing for collective bargaining or the like, or any contract or agreement with any labor union; (b) any contract or agreement creating any obligation of the Company to pay to any third party $500,000 or more in any twelve-month period with respect to any single such contract or agreement; (c) any contract containing covenants limiting the freedom of the Company or any Subsidiary to compete in any line of business or with any Person or entity; (d) any contract or agreement for the purchase of any leasehold improvements, equipment or fixed assets for a price in excess of $500,000; (e) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing in excess of $500,000, other than the Senior Loan Agreement (as defined herein), the Promissory Notes related thereto, the Bridge Facility and the promissory notes issued thereunder or received in exchange therefor (such notes, together with any promissory notes issued in exchange therefor, being the "Bridge Notes"); (f) any material partnership, limited liability company or joint venture agreement; (g) any employment contracts, loan agreements or other agreements (other than non-competition, non-solicitation and/or non-disclosure agreements) with officers, directors, employees or stockholders of the Company or Persons or organizations related to or affiliated with any such Persons; (h) any stock redemption or purchase agreements; (i) Schedule 3.1(vany stock option or other stock purchase or similar equity issuance plans; or (j) any commission or fee sharing agreement (other than with employees of the Company Disclosure Schedule and the documents filed or incorporated by reference incurred in the Company’s Annual Report ordinary course of business). Except as otherwise described on Form 10-K for the year ended December 31schedules hereto, 2004 set neither the Company nor any of its Subsidiaries is a party to any agreement or instrument or subject to any corporate restriction that has resulted or could be reasonably expected to result, individually or in the aggregate, in a Material Adverse Effect. Set forth a true and complete list of on Schedule 2.10 is each agreement agreement, contract, lease, license, commitment or other instrument (i) to which the Company or any of the its Subsidiaries is subject (other than this Agreement) that is of a type that would be required to be included as an exhibit to an Annual Report on Form 10-K pursuant to the rules and regulations of the SEC if such Annual Report on Form 10-K were filed party or by which the Company on the date hereof or any of its Subsidiaries or any of their respective properties or assets may be bound, and (collectivelyii) which, the “Company Contracts”). Except as in each case, if terminated or are otherwise of no further force or effect, could not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect (each a "Material Contract" and except collectively, the "Material Contracts"). Except as set forth on Schedule 3.1(v) 2.10, all of the Material Contracts to which the Company or any Subsidiary, as the case may be, is a party are valid, binding and in full force and effect and enforceable by the Company or the Subsidiary, as applicable, in accordance with their terms. Except as set forth in Schedule 2.10, each of the Company Disclosure Scheduleand the Subsidiaries has performed all obligations required to be performed by it to date under the Material Contracts (other than those which could not reasonably be expected to result in a default under or breach of such Material Contract) and, to the knowledge of the Company, no other party to any of the Material Contracts is (with or without the lapse of time or the giving of notice, or both) in breach or default thereunder. Except as disclosed on Schedule 2.7, neither the Company Company, nor any of the Subsidiaries is in breach or default under any Company Contract Subsidiaries, nor, to the knowledge of the Company, is any other party to any such Company Material Contract in breach or default thereunder. (ii) Set forth on Schedule 3.1(v) has given notice of the Company Disclosure Schedule is complete list of each management, employment, consulting or other agreement, contract or commitment, whether oral or in writing, to which the Company or any of the Subsidiaries is a party that provides for (i) the employment of any person or providing for retention of management, executive or consulting servicestermination of, or (ii) taken any action inconsistent with the payment or accrual of continuation of, any compensation or severance upon (A) a change in control of the Company or any of the Subsidiaries or (B) any termination Material Contract. None of such management, employment, consulting or other relationship other than pursuant parties has any presently exercisable right to an agreement with Parent or one of its current Affiliates. All compensation earned pursuant to the foregoing, including deferred compensation, has been fully and accurately accrued for and reflected in the financial statements included in the Company SEC Documents to the extent required therein. Set forth on Schedule 3.1(v) of the Company Disclosure Schedule is a list (including the name of the parties thereto and the date thereof) of all non-competition, non-solicitation or similar agreements entered into between terminate any Person and the Company or any of the Subsidiaries that would (i) restrict any Person Material Contract (other than those Material Contracts which are investment advisory or management agreements) nor will any such other party have any right to terminate any Material Contract on account of the Company execution, delivery or performance of this Agreement, the Stockholders' Agreement or any of the Subsidiaries) from engaging or competing other document executed and delivered in any line of business in any geographic area or from hiring or soliciting for hire any past or present employee, consultant, officer or director of the Company or any of the Subsidiaries or (ii) limits or otherwise restricts the Company or any of the Subsidiaries, or that would reasonably be expected to, after the Effective Time, limit or restrict Parent, the Surviving Corporation or any of Parent’s other subsidiaries or any of their respective affiliates or any successor thereto, from engaging or competing in any line of business in which it is currently engaged or in any geographic areaconnection herewith.