Common use of Certain Contracts and Arrangements Clause in Contracts

Certain Contracts and Arrangements. Except as set forth in Section 2.13 of the Disclosure Schedule (with true and correct copies of each agreement referred to therein provided to the Investors) or as contemplated by this Agreement, the Company is not a party or subject to or bound by: (a) any contract or agreement involving a potential commitment or payment by the Company in excess of $100,000; (b) any contract, lease or agreement that is not cancelable by the Company without penalty on not less than ninety (90) days notice; (c) any contract containing covenants directly or explicitly limiting in any respect the freedom of the Company to compete in any line of business or with any person or entity; (d) any contract or agreement relating to the licensing, distribution, development, purchase, sale or servicing of its software or hardware products except in the ordinary course of business consistent with past practices or any of its Intellectual Property Assets; (e) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing or any pledge or security arrangement; (f) any stock redemption or purchase agreements or other agreements affecting or relating to the capital stock of the Company, including, without limitation, any agreement with any shareholder of the Company which includes anti-dilution rights, registration rights, voting arrangements, operating covenants or similar provisions; (g) any pension, profit sharing, retirement or stock option plans; (h) any royalty, dividend or similar arrangement based on the revenues or profits of the Company or any contract or agreement involving fixed price or fixed volume arrangements; (i) any joint venture, partnership, manufacturer, development or supply agreement or other agreement that involves a sharing of revenues, profits, losses, costs or liabilities by the Company with any other Person; (j) any acquisition, merger or similar agreement; (k) any collective bargaining agreement or other agreement with any labor union or other employee representative of a group of employees; (l) any contract with any governmental or quasi governmental entity; (m) any contract not executed in the ordinary course of business; or (n) any other material contract. All such contracts, agreements, leases and instruments are valid and are in full force and effect and constitute legal, valid and binding obligations of the Company and, to the knowledge of the Company, of the other parties thereto, and are enforceable in accordance with their respective terms, except: (x) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (y) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The Company has no knowledge of any notice or threat to terminate any such contracts, agreements, leases or instruments, which termination could reasonably be expected to have a Material Adverse Effect. Neither the Company nor, to the knowledge of the Company, any other party is in default in complying with any provisions of any such contract, agreement, lease or instrument, or any other contract, agreement, lease or instrument, the breach of which could reasonably be expected to have a Material Adverse Effect, and no condition or event or fact exists which, with notice, lapse of time or both, could constitute a default thereunder on the part of the Company, except for any such default, condition, event or fact that, individually or in the aggregate, that could not reasonably be expected to have a Material Adverse Effect.

Certain Contracts and Arrangements. Except as set forth in Section 2.13 2.14 of the Disclosure Schedule (with true and correct copies of each agreement referred to therein provided to the Investors) or as contemplated by this AgreementPurchaser), the Acquired Company is not a party or subject to or bound by: (a) any contract or agreement (i) involving a potential commitment or payment by the Acquired Company in excess of $100,00050,000 annually or (ii) which is otherwise material and not entered into in the ordinary course of business; (b) any contract, lease or agreement that which is not cancelable by the Acquired Company without penalty on not less than ninety (90) days notice; (c) any contract which cannot be assigned, requires consent to be assigned or requires consent to assign as a result of a change in control; (d) any contract or agreement containing covenants directly or explicitly limiting in any material respect the freedom of the Acquired Company to compete in any line of business or with any person or entity; (de) any contract or agreement relating to the licensing, distribution, development, purchase, sale or servicing of its software or and hardware products except in the ordinary course of business consistent with past practices or any of its Intellectual Property Assetspractices; (ef) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing or any pledge or security arrangement; (fg) any employment contracts, noncompetition agreements or other agreements with present or former officers, directors, employees or stockholders of the Acquired Company or Persons related to or affiliated with such persons, other than at will arrangements in the ordinary course of business that are terminable without severance obligations; (h) any stock redemption or purchase agreements or other agreements affecting or relating to the capital stock of the Acquired Company, including, without limitation, any agreement with any shareholder stockholder of the Acquired Company which includes anti-dilution rights, registration rights, voting arrangements, operating covenants or similar provisions; (gi) any pension, profit sharing, retirement or stock option options plans; (hj) any royalty, dividend or similar arrangement based on the revenues or profits of the Acquired Company or any contract or agreement involving fixed price or fixed volume arrangements; (ik) any joint venture, partnership, manufacturer, development or supply agreement or other agreement that involves a sharing of revenues, profits, losses, costs or liabilities by the Company with any other Personagreement; (jl) any acquisition, merger or similar agreement; (k) any collective bargaining agreement or other agreement with any labor union or other employee representative of a group of employees; (l) any contract with any governmental or quasi governmental entity; (m) any contract not executed in the ordinary course of business; or (n) any other material contract. All such contracts, agreements, leases and instruments are valid and are in full force and effect and constitute legal, valid and binding obligations of the Company and, to the knowledge of the Company, of the other parties thereto, and are enforceable in accordance with their respective terms, except: (x) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (y) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The Company has no knowledge of any notice or threat to terminate any such contracts, agreements, leases or instruments, which termination could reasonably be expected to have a Material Adverse Effect. Neither the Company nor, to the knowledge of the Company, any other party is in default in complying with any provisions of any such contract, agreement, lease or instrument, or any other contract, agreement, lease or instrument, the breach of which could reasonably be expected to have a Material Adverse Effect, and no condition or event or fact exists which, with notice, lapse of time or both, could constitute a default thereunder on the part of the Company, except for any such default, condition, event or fact that, individually or in the aggregate, that could not reasonably be expected to have a Material Adverse Effect.

Certain Contracts and Arrangements. Except as set forth in Section 2.13 2.12 of the Disclosure Schedule (with true and correct copies of each agreement referred to therein provided to Buyer and to the Investors) or as contemplated extent such agreements are not evidenced by this Agreementdocuments, the Company has provided to Buyer a written description of all of the material terms and conditions of such agreement), the Company is not a party or subject to or bound by: (a) any contract contract, agreement or agreement lease (whether written or oral and whether express or implied) involving a potential commitment or payment by the Company in excess of $100,00010,000; (b) any contract, agreement or lease (whether written or agreement that oral and whether express or implied) which is not cancelable by the Company without penalty on not less than ninety thirty (9030) days notice; (c) any contract contract, agreement or lease (whether written or oral and whether express or implied) containing covenants which, directly or explicitly limiting limit in any respect the freedom of the Company to compete in any line of business or with any person or entity; (d) any contract or agreement relating to any acquisition or disposition of any capital stock or equity interest of the licensing, distribution, development, purchase, sale or servicing of its software or hardware products except in the ordinary course of business consistent with past practices or any of its Intellectual Property AssetsCompany; (e) any agreement, contract, indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing or any pledge or security arrangement; (f) any stock redemption or purchase agreements or other agreements affecting or relating to the capital stock of the Company, including, without limitation, any agreement with any shareholder of the Company which includes anti-dilution rights, registration rights, voting arrangements, operating covenants or similar provisions; (g) any pension, profit sharing, retirement or stock option plans; (h) any royalty, dividend or similar arrangement based on the revenues or profits of the Company or any contract or agreement involving fixed price or fixed volume arrangements; (i) any joint venture, partnership, manufacturer, development or supply agreement or other agreement that which involves a sharing of revenues, profits, losses, costs or liabilities by the Company with any other Person; (jg) any acquisition, merger or similar agreement; (kh) any collective bargaining agreement or other agreement with any labor union or other employee representative of a group of employees; (li) any contract contract, agreement, or lease (whether written or oral and whether express or implied) with any governmental or quasi governmental entityGovernmental Body; (mj) any contract contract, agreement or lease not executed in the ordinary course of business; or (nk) any other material contract, agreement, or lease (whether written or oral and whether express or implied). All such contracts, agreements, and leases and instruments set forth on Section 2.12 of the Disclosure Schedule are valid and are in full force and effect and constitute legal, valid and binding obligations of the Company and, to the knowledge of the Company, of the other parties thereto, and are enforceable in accordance with their respective terms, except: (x) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (y) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The Company has no knowledge of not received any notice or threat to terminate any such contracts, agreements, agreements and leases or instruments, which termination could reasonably be expected to have a Material Adverse Effectset forth on Section 2.12 of the Disclosure Schedule. Neither the Company nor, to the knowledge Knowledge of the CompanyCompany or Sellers, any other party is in default in complying with any provisions of any such contract, agreement, lease or instrument, or any other contract, agreement, lease or instrument, the breach of which could reasonably be expected to have a Material Adverse Effect, and no condition or event or fact exists which, with notice, lapse of time or both, could constitute a default thereunder on the part of the Company. The execution, except for any such defaultdelivery and performance by the Company of this Agreement and the consummation of the transactions hereby and thereby, conditiondo not and will not conflict with, event or fact that, individually or result in the aggregatebreach or termination of any provision of, that could not reasonably be expected or constitute a default (with or without the giving of notice or the lapse of time or both) under, or give rise to have a Material Adverse Effectany right of termination, cancellation or loss of any benefit to which the Company is entitled under any provision of such contract, agreement, and lease set forth on Section 2.12 of the Disclosure Schedule.

Certain Contracts and Arrangements. Except as set forth in Section 2.13 3.17 of the Company Disclosure Schedule (with true and correct copies Schedule, none of each agreement referred to therein provided to the Investors) or as contemplated by this Agreement, the Company nor any of its Subsidiaries is not a party or subject to or bound byby or to: (a) any contract Contract reasonably anticipated to involve total scheduled payments by or agreement involving a potential commitment or payment by to the Company or any of its Subsidiaries in excess of $100,000250,000 per year, whether in one transaction or a series of related transactions; (b) any contract, lease or agreement that Contract which is not cancelable by the Company (if party thereto) or any of its Subsidiaries party thereto without penalty on not less than ninety (90) days noticedays’ notice or less; (c) any contract Contract containing covenants directly or explicitly limiting in any respect the freedom of the Company or any of its Subsidiaries to compete in any line of business or with any person Person (including non-solicitation obligations) or entityin any geographic area or during any period of time; (d) any contract or agreement material Contract relating to the licensing, distribution, development, purchase, sale or servicing of its software or hardware products except in the ordinary course of business consistent with past practices or any of its Intellectual Property Assetsproducts; (e) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or Contract or commitment for borrowing or any pledge or security arrangementarrangement involving amounts in excess of $25,000; (f) any employment Contracts, noncompetition agreements or other similar material Contracts with present or former officers, directors, employees, independent contractors or stockholders of the Company, its Subsidiaries or Persons related to or affiliated with such Persons; (g) any stock redemption or purchase agreements or other agreements affecting or relating to the capital stock of the CompanyCompany or of any of its Subsidiaries, including, without limitation, including any agreement with any shareholder stockholder of the Company or any stockholders of any Subsidiary of the Company which includes anti-dilution rights, registration rights, voting arrangements, operating covenants or similar provisions; (g) any pension, profit sharing, retirement or stock option plans; (h) any royalty, dividend or similar arrangement contract based on the revenues or profits of the Company or its Subsidiaries or any contract or agreement involving fixed price or fixed volume arrangementsarrangements or milestone payments; (i) any license agreement for any Intellectual Property Assets (other than licenses for commercially available off-the-shelf software with a replacement cost and/or annual license fee each not exceeding $50,000), joint venture, joint development, collaboration, partnership, manufacturer, development or supply agreement or other agreement that involves a sharing of revenues, profits, losses, costs or liabilities by the Company with any other Personagreement; (j) any acquisitioncapital expenditure commitment in excess of $100,000 that has been initiated but not completed, merger including any improvements or similar agreementadditions to infrastructure or information technology system; (k) any collective bargaining agreement Contract that relates to the acquisition or disposition of any business, a material amount of stock or assets of any other agreement with Person or any labor union real property (whether by merger, sale of stock, sale of assets or other employee representative of a group of employeesotherwise); (l) any contract with Contract to which the Company or its Subsidiaries are a party that provide for any governmental joint venture, partnership or quasi governmental entitysimilar arrangement by the Company or its Subsidiaries; (m) any contract not executed in the ordinary course of business; orContract with any Governmental Entity; (n) any Contract that requires the Company or its Subsidiaries to purchase its total requirements of any product or service from a third party or that contain “take or pay” provisions; (o) any broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting, and advertising Contracts to which the Company or its Subsidiaries is a Party; (p) all Contracts between or among the Company or its Subsidiaries, on the one hand, and Sellers or any Affiliate of Sellers (other than the Company or its Subsidiaries), on the other hand; or (q) any other contract material contractto the Business or operations of the Company or its Subsidiaries not executed in the Ordinary Course of Business. All such contracts, agreements, leases and instruments (in each case whether written or oral) (“Contracts”) set forth in Section 3.17 of the Company Disclosure Schedule (collectively, the “Material Contracts”), are valid and are in full force and effect and constitute legal, valid and binding obligations of the Company and, to the knowledge or a Subsidiary of the Company, of the other parties thereto, Company and are enforceable against the Company or such Subsidiary in accordance with their respective terms, except: (x) except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and moratorium, fraudulent conveyance or other laws of general application similar Law affecting the enforcement of creditors' ’ rights generally and (y) as limited by laws relating to the availability equitable principles. None of specific performance, injunctive relief or other equitable remedies. The Company has no knowledge of any notice or threat to terminate any such contracts, agreements, leases or instruments, which termination could reasonably be expected to have a Material Adverse Effect. Neither the Company noror any of its Subsidiaries and, to the knowledge Knowledge of the Company, any no other party thereto, is in default in complying with under any provisions of any such contract, agreement, lease or instrument, or any other contract, agreement, lease or instrument, the breach of which could reasonably be expected to have a Material Adverse Effect, and no condition or event or fact exists which, with notice, lapse of time or both, could constitute a default thereunder on the part of the Company, except for any such default, condition, event or fact that, individually or in the aggregate, that could not reasonably be expected to have a Material Adverse EffectContract.

Certain Contracts and Arrangements. Except as set forth in Section 2.13 of the Disclosure Schedule (with true and correct copies of each agreement referred to therein provided to the Investors) or as contemplated by this AgreementSchedule, the no Acquired Company is not a party or subject to or bound byby any Contract as involving: (a) any contract or agreement involving a the potential commitment or payment by the Acquired Company in excess of $100,00050,000 in any calendar year, other than in the Ordinary Course of Business; (b) any contract, lease or agreement that is not cancelable by the Company without penalty on not less than ninety (90) days noticeContracts with Significant Customers and Significant Suppliers; (c) Contract with any contract supplier that provides for payments by an Acquired Company in excess of $50,000 per annum, that cannot be terminated by such Acquired Company after the Closing in accordance with its terms upon not more than thirty (30) days’ notice without penalty or cost and that contain any provision permitting any party other than the applicable Acquired Company to renegotiate the price or other terms, or containing any payback or other similar provision, upon the occurrence of a failure by such Acquired Company to meet its obligations under the Contract when due; (d) any Contract covenants directly or explicitly limiting in any respect the freedom of the Acquired Company to compete in any line of business or with any person or entity, other than in the Ordinary Course of Business; (de) any contract or agreement Contract relating to the licensing, distribution, development, purchase, purchase or sale or servicing of its software or hardware products except in the ordinary course of business consistent with past practices or any of its Intellectual Property AssetsAssets involving a potential commitment or payment by the Acquired Company in excess of $50,000 in any calendar year, other than in the Ordinary Course of Business; (ef) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing or any pledge or security arrangement; (fg) any stock share redemption or purchase agreements or other agreements affecting or relating to the share capital stock of the Company, including, without limitation, any agreement Acquired Company (other than repurchases of stock in accordance with any shareholder of the Company which includes anti-dilution rights, registration rights, voting arrangements, operating covenants Stock Option Plan or similar provisionsapplicable Contracts in connection with the termination of service of employees or other service providers); (gh) any pension, profit sharing, retirement or stock share option plans; (hi) any royalty, dividend dividend, distribution or similar arrangement based on the revenues or profits of the Acquired Company or any contract or agreement involving fixed price or fixed volume arrangementsas a whole; (ij) any joint venture, partnership, manufacturer, development or supply agreement or other agreement that which involves a sharing of revenues, profits, losses, costs or liabilities by the Acquired Company as a whole with any other PersonPerson or the payment of commissions by the Acquired Company, in each case, in excess of $50,000 in any calendar year; (jk) any acquisition, merger or similar agreement; (kl) any (i) collective bargaining agreement or other agreement with any labor union or other employee representative of a group of employees; employees or (lii) employee agreement providing for any contract with any governmental single- or quasi governmental entitydouble-trigger acceleration or termination payments (other than award agreements issued pursuant to the Company Stock Option Plan); (m) any contract not executed in the ordinary course of businesswith any Governmental Authority, including any quasi-governmental entity; or (n) any other material contractpower of attorney. All such contractsContracts (each, agreements, leases and instruments a “Material Contract”) are valid and are in full force and effect and constitute legal, valid and binding obligations of the applicable Acquired Company and, to the knowledge of the Company, of the other parties thereto, and are enforceable against the applicable Acquired Company in accordance with their respective terms, except: (x) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (y) as limited by laws relating subject to the availability of specific performance, injunctive relief or other equitable remediesBankruptcy/Receivership Exception. The Company has no does not have knowledge of any notice or written threat to terminate any such contracts, agreements, leases or instruments, which termination could reasonably be expected to have a Material Adverse EffectContract. Neither the No Acquired Company nor, to the knowledge of the Company, any other party is in default in complying with any provisions of any such contractMaterial Contract, agreementand, lease or instrumentto the knowledge of the Company, or any other contract, agreement, lease or instrument, the breach of which could reasonably be expected to have a Material Adverse Effect, and no condition or event or fact exists which, with notice, lapse of time or both, could constitute a default thereunder on the part of the applicable Acquired Company, except for any such default, condition, event or fact that, individually or in the aggregate, that could not reasonably be expected to have a Material Adverse Effect.

Certain Contracts and Arrangements. (a) Except as set forth in Section 2.13 5.9 of the Buyer Disclosure Schedule (with true and correct copies of each agreement referred to therein provided delivered to the Investors) or as contemplated by this AgreementSeller), the Company Buyer is not a party or subject to or bound by: (ai) any plan or contract providing for collective bargaining or the like, or any contract or agreement involving a potential commitment or payment by the Company in excess of $100,000with any labor union; (bii) any contract, lease or agreement that is not cancelable by creating any obligation of the Company without penalty on not less than ninety Buyer (90contingent or otherwise) days noticeto pay to any third party USD $100,000 or more with respect to any single such contract or agreement; (ciii) any contract or agreement for the sale, license, lease or disposition of products or services in excess of USD $100,000; (iv) any contract containing covenants directly or explicitly limiting in any respect the freedom of the Company Buyer to compete in any line of business or with any person or entity; (dv) any license agreement (as licensor or licensee); (vi) any contract or agreement relating to for the licensingpurchase of any leasehold improvements, distribution, development, purchase, sale equipment or servicing fixed assets for a price in excess of its software or hardware products except in the ordinary course of business consistent with past practices or any of its Intellectual Property AssetsUSD $100,000; (evii) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing in excess of USD $100,000 or any pledge or security arrangement; (fviii) any stock redemption material joint venture, partnership, or purchase agreements or other agreements affecting or relating to the capital stock of the Company, including, without limitation, any agreement with any shareholder of the Company which includes anti-dilution rights, registration rights, voting arrangements, operating covenants or similar provisionsmanufacturing agreement; (gix) any endorsement or any other advertising, promotional or marketing agreement; (x) any employment contracts, or agreements with officers, directors, employees or stockholders of the Buyer or persons or organizations related to or affiliated with any such persons; (xi) any pension, profit sharing, retirement (other than the Buyer's 401(k) plan), stock option, phantom stock or stock option other equity incentive plans; (hxii) any royaltyarrangement relating to any royalty payments to employees, dividend customers or similar arrangement independent contractors based on the revenues or profits sales volume of the Company or any contract or agreement involving fixed price or fixed volume arrangementsBuyer; (i) any joint venture, partnership, manufacturer, development or supply agreement or other agreement that involves a sharing of revenues, profits, losses, costs or liabilities by the Company with any other Person; (jxiii) any acquisition, merger or similar agreement;; or (k) any collective bargaining agreement or other agreement with any labor union or other employee representative of a group of employees; (lxiv) any contract with any a governmental or quasi governmental entity;body under which the Buyer may have an obligation for renegotiation. (mb) any contract not executed Except as set forth in Section 5.9 of the ordinary course Buyer Disclosure Schedule, (i) each of business; or (n) any other material contract. All such contracts, agreements, leases the Buyer's contracts and instruments are valid and are commitments is in full force and effect and constitute legalis valid, valid binding and binding obligations of enforceable in accordance with its terms as to the Company Buyer and, to the knowledge of the CompanyBuyer, as to each other party thereto; (ii) there exists no material breach or material default (or event that with notice or lapse of time would constitute a material breach or material default) on the part of the other parties thereto, and are enforceable in accordance with their respective terms, except: (x) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (y) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The Company has no knowledge of any notice or threat to terminate any such contracts, agreements, leases or instruments, which termination could reasonably be expected to have a Material Adverse Effect. Neither the Company norBuyer or, to the knowledge of the CompanyBuyer, on the part of any other party is in default in complying with under any provisions of the Buyer's contracts or commitments, except to the extent that any such contract, agreement, lease breach or instrument, or any other contract, agreement, lease or instrument, the breach of which could reasonably be expected to default would not have a Material Adverse Effect, and no condition or event or fact exists which, with notice, lapse of time or both, could constitute a default thereunder Effect on the part Buyer; (iii) the Buyer has not received a written notice of termination or default under any of the CompanyBuyer's contracts or commitments; and (iv) as of the date of this Agreement, except no party to an agreement under which the Buyer acquired a substantial portion of its assets has asserted any claim for indemnification under such agreement. (c) The Buyer has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the merger of the Buyer with or into any such defaultcorporation or corporation, condition(ii) with any representative of any corporation, event partnership, association or fact thatother business entity or any individual regarding the sale, individually conveyance or disposition of all or substantially all of the assets of the Buyer or a transaction or series of related transactions in which more than fifty percent (50%) of the aggregatevoting power of the Buyer would be disposed of, that could not reasonably be expected to have a Material Adverse Effector (iii) regarding any other form of liquidation, dissolution or winding up of the Buyer.

Certain Contracts and Arrangements. Except as set forth in Section 2.13 of the Disclosure Schedule 2.11 hereto (with true and correct copies of each agreement referred to therein provided delivered to the Investors) or as contemplated by this AgreementBuyer), the Company no Seller is not a party or subject to or bound by: (a) any plan or contract providing for collective bargaining or the like, or any contract or agreement involving a potential commitment or payment by the Company in excess of $100,000with any labor union; (b) any contract, lease or agreement that is not cancelable by the Company without penalty on not less than ninety (90) days noticecreating any obligation of any Seller to pay to any third party $25,000 or more with respect to any single such contract or agreement; (c) any contract or agreement for the sale, license, lease or disposition of products in excess of $50,000; (d) any contract containing covenants directly or explicitly limiting in any respect the freedom of the Company any Seller to compete in any line of business or with any person or entity; (de) any material license agreement (as licensor or licensee); (f) any contract or agreement relating to for the licensingpurchase of any leasehold improvements, distribution, development, purchase, sale equipment or servicing fixed assets for a price in excess of its software or hardware products except in the ordinary course of business consistent with past practices or any of its Intellectual Property Assets$50,000; (eg) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing in excess of $50,000 or any pledge or security arrangement; (fh) any material joint venture, partnership, manufacturing, development or supply agreement; (i) any material endorsement or any other material advertising, promotional or marketing agreement; (j) any material employment contracts, or material agreements with officers, directors, employees or shareholders of any Seller or persons or organizations related to or affiliated with any such persons; (k) any stock redemption or purchase agreements or other agreements affecting or relating to the capital stock of the Companyany Seller, including, including without limitation, limitation any agreement with any shareholder of the Company any Seller which includes without limitation, anti-dilution rights, registration rights, voting arrangements, operating covenants or similar provisions; (gl) any pension, profit sharing, retirement or stock option options plans; (hm) any royalty, dividend or similar arrangement based on the revenues or profits sales volume of the Company or any contract or agreement involving fixed price or fixed volume arrangementsSeller; (i) any joint venture, partnership, manufacturer, development or supply agreement or other agreement that involves a sharing of revenues, profits, losses, costs or liabilities by the Company with any other Person; (jn) any acquisition, merger or similar agreement; (ko) any collective bargaining agreement or other material contract with a governmental body under which any Seller may have an obligation for renegotiation; (p) any agreement with any labor union shareholder of any Seller or other employee representative any affiliate of a group of employees;any shareholder; or (lq) any contract with any governmental or quasi governmental entity; (m) any other material contract not executed in the ordinary course of business; or (n) any other material contract. All such contracts, agreements, leases of Sellers' contracts and instruments are valid and commitments are in full force and effect and constitute legalno Seller, valid and binding obligations of the Company andor, to the knowledge of the Company, of the other parties thereto, and are enforceable in accordance with their respective terms, except: (x) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (y) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The Company has no knowledge of any notice or threat to terminate any such contracts, agreements, leases or instruments, which termination could reasonably be expected to have a Material Adverse Effect. Neither the Company nor, to the knowledge of the CompanySellers, any other party is in default in complying with thereunder (or, to the knowledge of Sellers, has any provisions of any such contract, agreement, lease or instrument, or any other contract, agreement, lease or instrument, the breach of event occurred which could reasonably be expected to have a Material Adverse Effect, and no condition or event or fact exists which, with notice, lapse of time or both, could both would constitute a default thereunder thereunder), except to the extent that any such default would not have a material adverse effect on the part assets, liabilities, financial condition, business, results of the Companyoperations or prospects of any Seller, except for and no Seller has received notice of any alleged default under any such defaultcontract, conditionagreement, event understanding or fact that, individually or in the aggregate, that could not reasonably be expected to have a Material Adverse Effectcommitment.

Certain Contracts and Arrangements. Except as set forth in Section 2.13 of the Disclosure Transaction Documents or in Schedule 3.13 (with true and correct copies of each agreement referred to therein which have previously been provided or made available to the Investors) or as contemplated by this AgreementBuyer), the Company is Companies are not a party or subject to or bound by: (a) any contract contract, lease or agreement involving a potential commitment or payment by the Company Companies in excess of $100,00050,000 annually; (b) any contract, lease or agreement that is not cancelable by the Company without penalty on not less than ninety (90) days notice; (c) any contract containing covenants directly or explicitly limiting in any material respect the freedom of the Company Companies to compete in any line of business or with any person Person (other than confidentiality agreements containing non-competition or entity; (d) any contract or agreement relating to non-solicitation covenants on the licensing, distribution, development, purchase, sale or servicing part of its software or hardware products except the Companies that were entered into by the Companies in the ordinary course of business consistent with past practices or any of its Intellectual Property Assetsbusiness); (ec) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing or any pledge or security arrangement; (fd) any stock employment, consulting or other service agreements with present or former officers, directors, employees, consultants, shareholders of the Companies or any other service provider of the Companies that includes any change of control payments severance, termination, or retention obligations or similar accounts payable by the Companies or its Affiliates in connection with the transactions contemplated by this Agreement; (e) any redemption or purchase agreements or other agreements affecting or relating to the capital stock shares of the CompanyCompanies, including, without limitation, any agreement with any shareholder of the Company Companies which includes anti-dilution rights, registration rights, voting arrangements, operating covenants or similar provisions; (gf) any pension, profit sharing, retirement or stock option planscollective bargaining agreement; (hg) any royalty, dividend or similar arrangement based on the revenues or profits of the Company Companies or any contract or agreement involving fixed price or fixed volume arrangements; (ih) any joint venture, franchise, partnership, manufacturer, development or agreement; (i) any supply agreement or other agreement that involves a sharing pursuant to which the Companies are required to supply materials in excess of revenues, profits, losses, costs or liabilities by the Company with any other Person$50,000 annually; (j) any acquisition, merger or similar agreement; (k) any collective bargaining agreement or other agreement contract with any labor union or other employee representative of a group of employeesGovernmental Authority; (l) any contract with providing for indemnification of any governmental or quasi governmental entityPerson by the Companies (excluding confidentiality agreements, customer and vendor contracts and purchase orders including indemnification provisions entered into in the ordinary course of business); (m) any material contract that can be terminated, or the provisions of which are altered, as a result of the consummation of the transactions contemplated by this Agreement or any of the other Transaction Documents to which the Companies are a party; (n) any contract entered into in connection with any settlement or other resolution of any action pursuant to which the Companies has any ongoing payment obligation after the Closing; or (o) any other material contract not executed in the ordinary course of business; or (n) any other material contract. All such contracts, agreements, leases and instruments set forth on Schedule 3.13 are valid and are in full force and effect and constitute legal, valid and binding obligations of the Company or Excell USA who is party thereto and, to the knowledge Knowledge of the Sellers and the Company, of the other parties theretoparties, and are enforceable in accordance with their respective terms, except: (x) except as enforceability may be limited by applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium and other laws of general application affecting reorganization or similar laws, from time to time in effect, which affect enforcement of creditors' ’ rights generally and (y) generally. Except as limited by laws relating set forth on Schedule 3.13, there has not been any written notice or, to the availability of specific performanceSellers’ and the Company’s Knowledge, injunctive relief or other equitable remedies. The Company has no knowledge of any oral notice or threat to terminate any such material contracts, agreements, leases or instruments, which termination could reasonably be expected to have a Material Adverse Effect. Neither the Company Companies nor, to the knowledge of Sellers’ and the Company’s Knowledge, any other party to such contract is in material default in complying with any provisions of any such contract, agreement, lease or instrument, or any other contractand, agreementto the Sellers’ and the Company’s Knowledge, lease or instrument, the breach of which could reasonably be expected to have a Material Adverse Effect, and no condition or event or fact exists which, with notice, lapse of time or both, could would constitute a material default thereunder on the part of the Company, except for any such default, condition, event or fact that, individually or in the aggregate, that could not reasonably be expected to have a Material Adverse Effectthereunder.

Certain Contracts and Arrangements. Except as set forth in Section 2.13 of the Disclosure Schedule (with with, to the extent written, true and correct copies of of, and, to the extent oral, true and correct descriptions of, each agreement referred to therein provided to the Investors) or as contemplated by this AgreementBuyer), neither the Company nor any of its Subsidiaries is not a party or subject to or bound by: (a) any contract or agreement involving a potential commitment or payment by the Company and/or any of its Subsidiaries in excess of $100,000; (b) any contract, lease or agreement that which is not cancelable by the Company and/or any of its Subsidiaries without penalty on not less than ninety (90) days notice; (c) any contract containing covenants directly or explicitly limiting in any respect the freedom of the Company and/or any of its Subsidiaries to compete in any line of business or with any person or entity; (d) any contract or agreement relating to the licensing, distribution, development, purchase, purchase or sale or servicing of its software or hardware products except in the ordinary course of business consistent with past practices or any of its Intellectual Property Assets; (e) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing or any pledge or security arrangement; (f) any stock share redemption or purchase agreements or other agreements affecting or relating to the share capital stock of the CompanyCompany and/or any of its Subsidiaries, including, without limitation, any agreement with any shareholder of the Company or any of its Subsidiaries which includes anti-dilution rights, registration rights, voting arrangements, operating covenants or similar provisions; (g) any pension, profit sharing, retirement or stock share option plans; (h) any royalty, dividend or similar arrangement based on the revenues or profits of the Company or any of its Subsidiaries or any contract or agreement involving fixed price or fixed volume arrangements; (i) any joint venture, partnership, manufacturer, development or supply agreement or other agreement that which involves a sharing of revenues, profits, losses, costs or liabilities by the Company or any of its Subsidiaries with any other PersonPerson or the payment of commissions by the Company; (j) any acquisition, merger or similar agreement; (k) any collective bargaining agreement or other agreement with any labor union or other employee representative of a group of employees; (l) any contract with any governmental or quasi Governmental Authority, including any quasi-governmental entity; (m) any contract not executed in the ordinary course of business; or (n) any other material contract. All such contracts, agreements, leases and instruments are valid and are in full force and effect and constitute legal, valid and binding obligations of the Company and/or any of its Subsidiaries and, to the knowledge of the CompanyCompany (without any inquiry), of the other parties thereto, and are enforceable in accordance with their respective terms, except: (x) except as such enforceability may be limited by applicable (i) bankruptcy, insolvency, reorganizationmoratorium, moratorium and reorganization or other similar laws of general application affecting the enforcement of creditors' ’ rights generally generally; and (yii) as limited by laws relating to limitations on the availability enforcement of the remedy of specific performance, injunctive relief or performance and other equitable remedies. The Company has no knowledge of any notice or threat to terminate any such contracts, agreements, leases or instruments, which termination has had, or could reasonably be expected to have have, a Material Adverse Effect. Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any other party is in default in complying with any provisions of any such contract, agreement, lease or instrument, or any other contract, agreement, lease or instrument, the breach of which has had, or could reasonably be expected to have have, a Material Adverse Effect, and no condition or event or fact exists which, with notice, lapse of time or both, could constitute a default thereunder on the part of the CompanyCompany or any of its Subsidiaries, except for any such default, condition, event or fact that, individually or in the aggregate, that has had, or could not reasonably be expected to have have, a Material Adverse Effect.

Certain Contracts and Arrangements. Except as set forth in Section the Transaction Documents or in Schedules 2.13 of the Disclosure Schedule (with true and correct copies of each agreement referred to therein provided to the Investors) or as contemplated by this Agreement2.14 hereto, the Company is not a party or subject to or bound by: (a) any contract or agreement (i) involving a potential commitment or payment by the Company in excess of $100,00075,000 or (ii) which is otherwise material and not entered into in the ordinary course of business; (b) any contract, lease or agreement that which is not cancelable by the Company without penalty on not less than ninety (90) days days’ notice; (c) any contract containing covenants directly or explicitly limiting in any material respect the freedom of the Company to compete in any line of business or with any person or entity; (d) any contract or agreement relating to the licensing, distribution, development, purchase, sale or servicing of its software or hardware products except in the ordinary course of business consistent with past practices or any of its Intellectual Property Assetspractices; (e) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing or any pledge or security arrangement; (f) any stock employment contracts, non-competition agreements or other agreements with present or former officers, directors, employees or Stockholders of the Company, or persons related to or affiliated with such persons; (g) any share redemption or purchase agreements or other agreements affecting or relating to the any shares of capital stock of the Company, including, without limitation, any agreement with any shareholder stockholder of the Company which includes anti-dilution rights, registration rights, voting arrangements, operating covenants or similar provisions; (gh) any pension, profit sharing, retirement bonus, retirement, severance or stock option plans; (hi) any royalty, dividend or similar arrangement based on the revenues or profits of the Company or any contract or agreement involving fixed price or fixed volume arrangements; (ij) any joint venture, partnership, manufacturer, development or supply agreement or other agreement that involves a sharing of revenues, profits, losses, costs or liabilities by the Company with any other Personagreement; (jk) any acquisition, merger or similar agreement; (k) any collective bargaining agreement or other agreement with any labor union or other employee representative of a group of employees; (l) any contract with any governmental or quasi governmental entity;; or (m) any other material contract not executed in the ordinary course of business; or (n) any other material contract. All such contracts, agreements, leases and instruments set forth on Schedule 2.14 hereto are valid and are in full force and effect and constitute legal, valid and binding obligations of the Company and, to the knowledge of the Company, of the other parties thereto, and are enforceable in accordance with their respective terms, except: (x) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (y) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The Company has no does not have any knowledge of any notice or threat to terminate any such contracts, agreements, leases or instruments, which termination could reasonably be expected to have a Material Adverse Effect. Neither the Company nor, to the knowledge of the Company, any other party party, is in default in complying with any provisions of any such contract, agreement, lease or instrument, or any other contract, agreement, lease or instrument, the breach of which could reasonably be expected to have a Material Adverse Effect, and no condition or event or fact exists which, with notice, lapse of time or both, could would constitute a default thereunder on the part of the Company, except for any such default, condition, event or fact that, individually or in the aggregate, that could would not reasonably be expected to have a Material Adverse Effect.

Certain Contracts and Arrangements. Except as set forth in Section SECTION 2.13 of the Disclosure Schedule OF THE DISCLOSURE SCHEDULE (with true and correct copies of each agreement referred to therein provided delivered to the Investors) or as contemplated by this Agreement), the Company is not a party or subject to or bound by: (a) any contract or agreement involving a potential commitment or payment by the Company in excess of $100,000200,000 or which is otherwise material and not entered into in the ordinary course of business, except for the leases described in Section 2.11; (b) any contract, lease or agreement that involving potential commitment or payment by the Company in excess of $25,000 which is not cancelable by the Company without penalty on not less than ninety (90) 60 days notice, except for the leases described in Section 2.11 and purchase orders, contracts and agreements in the ordinary course of business; (c) any contract containing covenants directly or explicitly limiting in any material respect the freedom of the Company to compete in any line of business or with any person or entity; (d) any contract or agreement involving potential commitment or payment by the Company in excess of $25,000 relating to the licensing, distribution, development, purchase, sale or servicing of its software or and hardware products products, except for purchase orders, contracts and agreements in the ordinary course of business consistent with past practices or any of its Intellectual Property Assetsbusiness; (e) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing by the Company or any pledge or security arrangementarrangement by the Company; (f) any employment contracts, noncompetition agreements or other agreements with officers, directors, employees or stockholders of the Company or Persons related to or affiliated with such persons; (g) any stock redemption or purchase agreements or other agreements affecting or relating to the capital stock of the Company, includingincluding without limitation any agreement with any stockholder of the Company which includes, without limitation, any agreement with any shareholder of the Company which includes anti-dilution rights, registration rights, voting arrangements, arrangements or operating covenants or similar provisionscovenants; (gh) any pension, profit sharing, retirement or stock option options plans; (hi) any royalty, dividend or similar arrangement based on the revenues or profits of the Company or any contract or agreement involving fixed price or fixed volume arrangementsarrangements not executed in the ordinary course of business; (ij) any joint venture, partnership, manufacturer, development or supply agreement, except any manufacturer, development or supply agreement or other agreement that involves a sharing executed in the ordinary course of revenues, profits, losses, costs or liabilities by the Company with any other Person;business; [Stock Purchase and Redemption Agreement] (jk) any acquisition, merger or similar agreement; (k) any collective bargaining agreement or other agreement with any labor union or other employee representative of a group of employees;; or (l) any contract with any governmental or quasi governmental entity; (m) any other material contract not executed in the ordinary course of business; or (n) any other material contract. All such contracts, agreements, leases and instruments are valid and are in full force and effect and constitute legal, valid and binding obligations of the Company and, to the knowledge of the Company, of the other parties thereto, and are enforceable in accordance with their respective terms, except: (x) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (y) as limited by laws relating to . Neither the availability of specific performance, injunctive relief or other equitable remedies. The Company nor such Selling Stockholder has no any knowledge of any notice or threat to terminate any such contracts, agreements, leases or instruments, instruments which termination could reasonably be expected to would have a Material Adverse Effect. Neither the The Company noris not in violation of any term or provision of, to the knowledge of the Company, any other party is or in default in complying with any provisions of of, any such contract, agreement, lease or instrument, or any other contract, agreement, lease or instrument, the breach of which could reasonably be expected to have a Material Adverse Effect, and no condition or event or fact exists which, with notice, lapse of time or both, could both would constitute a default thereunder on the part of the Company, except for any such violation, default, condition, event or fact that, individually or in the aggregate, that could would not reasonably be expected to have a Material Adverse Effect.

Certain Contracts and Arrangements. Except as set forth in Section Schedule 2.13 of the Disclosure Schedule (with true and correct copies of each agreement referred to therein provided to the Investors) or as contemplated by this AgreementBuyer), the Company Seller is not a party or subject to or bound by: (a) any contract contracts or agreement agreements (i) involving a potential commitment or payment by the Company Seller to another Person or group of affiliated Persons in excess of $100,00025,000 in the aggregate in any year, or (ii) which are otherwise material and not entered into in the ordinary course of business; (b) any contract, lease or agreement that which is not cancelable by the Company Seller without penalty on not less no more than ninety (90) days notice; (c) any contract containing covenants directly or explicitly limiting in any material respect the freedom of the Company Seller to compete in any line of business or with any person or entity; (d) any contract or agreement relating to the licensing, distribution, development, purchase, sale or servicing of its software or hardware products except in the ordinary course of business consistent with past practices or any of its Intellectual Property Assetsbusiness; (e) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing or any pledge or security arrangement; (f) any stock employment contracts, noncompetition agreements or other agreements with present or former officers, directors, employees or stockholders of Seller; (g) any redemption or purchase agreements relating to Seller's capital stock or other agreements affecting or relating to the capital stock of the Company, including, without limitation, any agreement with any shareholder of the Company which includes anti-dilution rights, registration rights, voting arrangements, operating covenants or similar provisionsSeller; (gh) any pension, profit sharing, retirement bonus, retirement, severance or stock option equity incentive plans; (hi) any royalty, dividend or similar arrangement based on the revenues or profits of the Company Seller or any contract or agreement involving fixed price or fixed volume arrangements; (ij) any joint venture, partnership, manufacturer, development or supply agreement or other agreement that involves a sharing of revenues, profits, losses, costs or liabilities by the Company with any other Personagreement; (jk) any acquisition, merger or similar agreement; (k) any collective bargaining agreement or other agreement with any labor union or other employee representative of a group of employees; (l) any contract with any governmental or quasi governmental entity;; or (m) any other material contract not executed in the ordinary course of business; or (n) any other material contract. All such contracts, agreements, leases and instruments set forth on Schedule 2.13 are valid and are in full force and effect and constitute legal, valid and binding obligations of the Company Seller and, to the knowledge of the CompanySeller, of the other parties thereto, and are enforceable in accordance with their respective terms, except: (x) except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors and other laws subject to general principles of general application affecting enforcement equity. No party to any such contract, agreement, lease or instrument has given notice of creditors' rights generally and (y) as limited by laws relating its intent, or, to the availability of specific performance, injunctive relief or other equitable remedies. The Company has no knowledge of any notice or threat Seller, otherwise threatened, to terminate any such contractscontract, agreementsagreement, leases lease or instruments, which termination could reasonably be expected to have a Material Adverse Effectinstrument. Neither the Company Seller nor, to the knowledge of the CompanySeller, any other party party, is in default in complying with any provisions of any such contract, agreement, lease or instrument, or any other contract, agreement, lease or instrument, the breach of which could reasonably be expected to have a Material Adverse Effect, and no condition or event or fact exists which, with notice, lapse of time or both, could would constitute a default thereunder on the part of the Company, except for any such default, condition, event or fact that, individually or in the aggregate, that could not reasonably be expected to have a Material Adverse EffectSeller.

Certain Contracts and Arrangements. Except as set forth in Section 2.13 of the Disclosure Transaction Documents or in Schedule 3.13 (with true and correct copies of each agreement referred to therein which have previously been provided to the Investors) or as contemplated by this AgreementBuyer), the Company is not a party or subject to or bound by: (a) any contract contract, lease or agreement involving a potential commitment or payment by the Company in excess of $100,00025,000 annually which is not cancelable by Company without penalty on less than 30 days’ notice; (b) any contract, lease or agreement that is not cancelable by the Company without penalty on not less than ninety (90) days notice; (c) any contract containing covenants directly or explicitly limiting in any material respect the freedom of the Company to compete in any line of business or with any person or entityPerson; (d) any contract or agreement relating to the licensing, distribution, development, purchase, sale or servicing of its software or hardware products except in the ordinary course of business consistent with past practices or any of its Intellectual Property Assets; (ec) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing or any pledge or security arrangement; (fd) any stock employment, consulting or other service agreements with present or former officers, members, managers, directors, employees, consultants, equity holders of the Company or any other service provider of the Company that includes any change of control payments severance, termination, or retention obligations or similar accounts payable by the Company or its Affiliates in connection with the transactions contemplated by this Agreement; (e) any redemption or purchase agreements or other agreements affecting or relating to the capital stock equity interests of the Company, including, without limitation, any agreement with any shareholder equity holder of the Company which includes anti-dilution rights, registration rights, voting arrangements, operating covenants or similar provisions; (gf) any pension, profit sharing, retirement or stock option planscollective bargaining agreement; (hg) any royalty, dividend or similar arrangement based on the revenues or profits of the Company or any contract or agreement involving fixed price or fixed volume arrangements; (ih) any joint venture, franchise, partnership, manufacturer, development or agreement; (i) any supply agreement or other agreement that involves a sharing of revenues, profits, losses, costs or liabilities by pursuant to which the Company with any other Personis required to supply materials in excess of $25,000 annually which is not cancelable by Company without penalty on less than 30 days’ notice; (j) any acquisition, merger or similar agreement; (k) any collective bargaining agreement or other agreement contract with any labor union or other employee representative of a group of employeesGovernmental Authority; (l) any contract with providing for indemnification of any governmental or quasi governmental entityPerson by the Company (excluding customer and vendor contracts including indemnification provisions entered into in the ordinary course of business); (m) any material contract that can be terminated, or the provisions of which are altered, as a result of the consummation of the transactions contemplated by this Agreement or any of the other Transaction Documents to which the Company is a party; (n) any contract entered into in connection with any settlement or other resolution of any action pursuant to which the Company has any ongoing payment obligation; or (o) any other material contract not executed in the ordinary course of business; or (n) any other material contract. All such contracts, agreements, leases and instruments set forth on Schedule 3.13 are valid and are in full force and effect and constitute legal, valid and binding obligations of the Company and, to the knowledge Knowledge of the Company, of Company the other parties theretoparties, and are enforceable in accordance with their respective terms, except: (x) except as enforceability may be limited by applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium and other laws of general application affecting reorganization or similar laws, from time to time in effect, which affect enforcement of creditors' ’ rights generally and (y) generally. Except as limited by laws relating set forth on Schedule 3.13, there has not been any written notice or, to the availability of specific performanceCompany’s Knowledge, injunctive relief or other equitable remedies. The Company has no knowledge of any oral notice or threat to terminate any such material contracts, agreements, leases or instruments, which termination could reasonably be expected to have a Material Adverse Effect. Neither the Company nor, to the knowledge of the Company’s Knowledge, any other party to such contract is in material default in complying with any provisions of any such contract, agreement, lease or instrument, or any other contractand, agreementto the Company’s Knowledge, lease or instrument, the breach of which could reasonably be expected to have a Material Adverse Effect, and no condition or event or fact exists which, with notice, lapse of time or both, could would constitute a material default thereunder on the part of the Company, except for any such default, condition, event or fact that, individually or in the aggregate, that could not reasonably be expected to have a Material Adverse Effectthereunder.

Certain Contracts and Arrangements. Except as set forth in Section 2.13 of the Disclosure Schedule 3.14 (with true and correct copies of each agreement referred to therein provided or made available to the Investors) or as contemplated by this AgreementPurchaser and CTDC), the Company is not a party or subject to or bound by: (a) : any contract or agreement involving a potential commitment or payment by the Company in excess of $100,000; (b) US$5,000; any contract, lease or agreement that which is not cancelable by the Company without penalty on not less than ninety (90) days notice; (c) ; any contract containing covenants directly or explicitly limiting in any respect the freedom of the Company to compete in any line of business or with any person or entity; (d) ; any contract or agreement relating to the licensing, distribution, development, purchase, sale or servicing of its software or hardware products except in the ordinary course of business consistent with past practices or any of its Intellectual Property Assets; (e) ; any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing or any pledge or security arrangement; (f) ; any stock redemption or purchase agreements or other agreements affecting or relating to the capital stock of the Company, including, without limitation, any agreement with any shareholder stockholder of the Company which includes anti-dilution rights, registration rights, voting arrangements, operating covenants or similar provisions; (g) ; any pension, profit sharing, retirement or stock option plans; (h) ; any royalty, dividend or similar arrangement based on the revenues or profits of the Company or any contract or agreement involving fixed price or fixed volume arrangements; (i) ; any joint venture, partnership, manufacturer, development or supply agreement or other agreement that which involves a sharing of revenues, profits, losses, costs or liabilities by the Company with any other Person; (j) ; any acquisition, merger or similar agreement; (k) ; any collective bargaining agreement or other agreement with any labor union or other employee representative of a group of employees; (l) ; any contract with any governmental or quasi governmental entity; (m) Governmental Body; any contract not executed in the ordinary course of business; or (n) or any other material contract. All such contracts, agreements, leases and instruments are valid and are in full force and effect and constitute legal, valid and binding obligations of the Company and, to the knowledge of the Company, and of the other parties thereto, and are enforceable in accordance with their respective terms, except: (x) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (y) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The Company has no knowledge of any notice or threat to terminate any such contracts, agreements, leases or instruments, which termination could reasonably be expected to have a Material Adverse Effect. Neither the Company nor, to the knowledge of the Company, nor any other party thereto is in default in complying with any provisions of any such contract, agreement, lease or instrument, or any other contract, agreement, lease or instrument, the breach of which could reasonably be expected to have a Material Adverse Effect, and no condition or event or fact exists which, with notice, lapse of time or both, could constitute a default thereunder on the part of the Company, except for any such default, condition, event or fact that, individually or in the aggregate, that could not reasonably be expected to have a Material Adverse Effect.

Certain Contracts and Arrangements. (i) Except as set forth in Section 2.13 for Contracts listed on Schedule 3.1(z) of the Company Disclosure Schedule (with true and correct copies of each agreement referred to therein provided to the Investors) or as contemplated by this AgreementSchedule, the Company is not a party or subject to or bound by:by or otherwise subject to any oral or written contract, lease, license, indenture, bond, note, franchise or other agreement (each, a "Contract") of the following nature (collectively, the "Company Contracts"): (aA) any contract or agreement involving a potential commitment or payment by Contract that restricts the Company in excess or any of $100,000; (b) any contract, lease or agreement that is not cancelable by the Company without penalty on not less than ninety (90) days notice; (c) any contract containing covenants directly or explicitly limiting in any respect the freedom of the Company to compete its affiliates from competing in any line of business or with any person or entityin any geographical area; (dB) any contract Contract that contains a "change in control" or agreement relating similar provision pursuant to which the licensingexecution and delivery of this Agreement, distributionor the consummation of the Merger or execution of the Stock Voting Agreements would give rise to any right (including any right of termination, developmentcancellation, purchase, sale acceleration or servicing of its software vesting) or hardware products except in the ordinary course of business consistent with past practices or any of its Intellectual Property Assetsbenefit; (eC) any indenture, mortgage, promissory note, loan agreement, guaranty Contract concerning a partnership or other agreement or commitment for borrowing or any pledge or security arrangementjoint venture; (fD) any stock redemption employment agreement, severance agreement or purchase agreements or other agreements affecting or relating to the capital stock of the Company, including, without limitation, any agreement with any shareholder of the Company which includes anti-dilution rights, registration rights, voting arrangements, operating covenants or similar provisionsconsulting agreement; (gE) any pension, profit sharing, retirement or stock option plans; (h) any royalty, dividend or similar arrangement based on Contract containing covenants purporting to limit the revenues or profits freedom of the Company or any contract of its Subsidiaries to hire an individual or agreement involving fixed price or fixed volume arrangementsgroup of individuals; (iF) any joint ventureContract providing for "earn-outs", partnership, manufacturer, development or supply agreement or other agreement that involves a sharing of revenues, profits, losses, costs or liabilities contingent payments by the Company with or any other Personof the Company's Subsidiaries; (jG) confidentiality or standstill agreements with any person that restrict the Company or any of its Subsidiaries in the use of any information or the taking of any actions by the Company or its Subsidiaries entered into in connection with the consideration by the Company or any of its Subsidiaries of any acquisition of equity interests or assets; and (H) any acquisition, merger Contract in favor of directors or similar agreement;officers that provide rights to indemnification. (kii) any collective bargaining agreement or other agreement Each Company Contract is valid, binding and enforceable in accordance with any labor union or other employee representative of a group of employees; (l) any contract with any governmental or quasi governmental entity; (m) any contract not executed in the ordinary course of business; or (n) any other material contract. All such contracts, agreements, leases its terms and instruments are valid and are is in full force and effect and constitute legaleffect, valid and binding obligations of the Company is not in breach or default under any Company Contract nor has the Company received any notice, whether written or oral, that it is in breach or default and, to the knowledge of the Company, no other party to any Company Contract is in breach or default thereunder. (iii) Neither the Company nor any of the its Subsidiaries has received from any other parties theretoparty to a Company Contract any notice, and are enforceable in accordance with their respective termswhether written or oral, except: of (xA) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (y) as limited by laws relating to the availability of specific performance, injunctive relief termination or other equitable remedies. The Company has no knowledge of any notice or threat intention to terminate any such contracts, agreements, leases Company Contract or instruments, which termination could reasonably be expected to have a Material Adverse Effect. Neither the Company nor, (B) any consent to the knowledge of the Company, transactions contemplated by this Agreement being required under any other party is in default in complying Company Contract. No event has occurred that (with any provisions of any such contract, agreement, lease or instrument, without notice or any other contract, agreement, lease or instrument, the breach of which could reasonably be expected to have a Material Adverse Effect, and no condition or event or fact exists which, with notice, lapse of time or both) violates in any material respect, could constitute conflicts in any material respect with, results in any material violation or breach of or default under, gives rise to a default thereunder on the part right of termination, cancellation, amendment, modification, payment or acceleration of any obligation, a right to impose any fine or penalty, a right to purchase or foreclose upon any assets or equity interests of the Company or the loss of a material benefit under, or results in the creation of any lien or other encumbrance on any of the properties and assets of the Company and its Subsidiaries under any Company Contract. (iv) Schedule 3.1(z) of the Company Disclosure Schedule identifies, as to each such Company Contract listed thereon, (A) whether the consent, waiver or approval of any other party thereto is required, (B) whether notice must be provided to any party thereto (and the length of such notice), (C) whether any payments are required (and the amount of such payments), in each case in order for such Contract to continue in full force and effect upon the consummation of the Merger and the other transactions contemplated hereby, and (D) whether such Contract can be canceled by any other party thereto without liability to such other party due to the consummation of the Merger and the other transactions contemplated hereby. A complete copy of each written Company Contract and a description of each oral Company Contract set forth on Schedule 3.1(z) of the Company Disclosure Schedule has been provided to Parent prior to the date of this Agreement. (v) Except as otherwise disclosed in Schedule 3.1(z) of the Company Disclosure Schedule: (A) none of the Hydrocarbon Sales Agreements has required since December 31, 2005, or will require as of or after the Closing Date, the Company or its Subsidiaries to have sold or delivered, or to sell or deliver, Hydrocarbons for a price materially less than the price that would have been, or would be, received pursuant to any arm's-length contract for a comparable term with an unaffiliated third-party purchaser; (B) to the Company's knowledge, except there have been no claims received by the Company or any of its Subsidiaries from, and there have been no claims made by, any third party for any price reduction or increase or volume reduction or increase under any of the Hydrocarbon Sales Agreements, and the Company and its Subsidiaries have not made any claims for any price reduction or increase or volume reduction or increase under any of the Hydrocarbon Sales Agreements; (C) to the Company's knowledge, payments for Hydrocarbons sold pursuant to each Hydrocarbon Sales Agreement have been made (subject to adjustment in accordance with such defaultHydrocarbon Sales Agreements) materially in accordance with prices or price-setting mechanisms set forth in such Hydrocarbon Sales Agreements; (D) to the Company's knowledge, conditionno purchaser under any Hydrocarbon Sales Agreement has notified the Company or any of its Subsidiaries of its intent to cancel, event terminate or fact that, individually renegotiate any Hydrocarbon Sales Agreement or otherwise to fail and refuse to take and pay for Hydrocarbons in the aggregatequantities and at the price set out in any Hydrocarbon Sales Agreement, that could not reasonably be expected whether such failure or refusal was pursuant to any force majeure, market out or similar provisions contained in such Hydrocarbon Sales Agreement or otherwise; (E) neither the Company nor any of its Subsidiaries is obligated in any Hydrocarbon Sales Agreement by virtue of any prepayment arrangement, a "take-or-pay" or similar provision, a production payment or any other arrangements to deliver Hydrocarbons produced from a Xxxxxx Oil and Gas Interest at some future time without then or thereafter receiving payment therefor; (F) Schedule 3.1(z) of the Company Disclosure Schedule contains a true and correct calculation of the Xxxxxx Companies' gas balancing positions with respect to all of the Xxxxxx Oil and Gas Interests as of the dates shown therein; and (G) true and complete copies of all Hydrocarbon Contracts have a Material Adverse Effectbeen provided to or made available to Parent.

Certain Contracts and Arrangements. Except as set forth in Section 2.13 2.12 of the Disclosure Schedule (with true and correct copies of each agreement referred to therein provided delivered to the Investors) or as contemplated by this Agreement), the Company is not a party or subject to or bound by: (a) any plan or contract providing for collective bargaining or the like, or any contract or agreement involving a potential commitment or payment by the Company in excess of $100,000with any labor union; (b) any contract, lease or agreement that is not cancelable by creating any obligation of the Company without penalty on not less than ninety (90) days noticeto pay to any third party $100,000 or more with respect to any single such contract or agreement; (c) any contract or agreement for the sale, license, lease or disposition of products in excess of $100,000; (d) any contract containing covenants directly or explicitly limiting in any respect the freedom of the Company to compete in any line of business or with any person or entity; (de) any license agreement (as licensor or licensee) material to the Company's business or projected business; (f) any contract or agreement relating to for the licensingpurchase of any leasehold improvements, distribution, development, purchase, sale equipment or servicing fixed assets for a price in excess of its software or hardware products except in the ordinary course of business consistent with past practices or any of its Intellectual Property Assets$100,000; (eg) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing in excess of $100,000 or any pledge or security arrangement; (fh) any material joint venture, partnership, manufacturing, development or supply agreement; (i) any endorsement or any other advertising, promotional or marketing agreement; (j) any employment contracts, or agreements with officers, key employees, directors or stockholders of the Company or persons or organizations related to or affiliated with any such persons; (k) except as contemplated by this Agreement, any stock redemption or purchase agreements or other agreements affecting or relating to the capital stock of the Company, including, including without limitation, limitation any agreement with any shareholder stockholder of the Company which includes without limitation, anti-dilution rights, registration rights, voting arrangements, operating covenants or similar provisions; (gl) any pension, profit sharing, retirement or stock option options plans; (hm) any material royalty, dividend or similar arrangement based on the revenues or profits sales volume of the Company or any contract or agreement involving fixed price or fixed volume arrangementsCompany; (i) any joint venture, partnership, manufacturer, development or supply agreement or other agreement that involves a sharing of revenues, profits, losses, costs or liabilities by the Company with any other Person; (jn) any acquisition, merger or similar agreement; (k) any collective bargaining agreement or other agreement with any labor union or other employee representative of a group of employees; (lo) any contract with any a governmental or quasi governmental entitybody under which the Company may have an obligation for renegotiation; (mp) any agreement with any stockholder of the Company or any affiliate of any such stockholder; or (q) any other contract not executed in the ordinary course of business; or (n) any other material contract. All such contracts, agreements, leases of the Company's contracts and instruments are valid and commitments are in full force and effect and constitute legal, valid and binding obligations of the Company and, to the knowledge of neither the Company, of the other parties thereto, and are enforceable in accordance with their respective terms, except: (x) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (y) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The Company has no knowledge of any notice or threat to terminate any such contracts, agreements, leases or instruments, which termination could reasonably be expected to have a Material Adverse Effect. Neither the Company nor, to the best knowledge of the Company, any other party is in default in complying with thereunder (nor, to the best knowledge of the Company, has any provisions of any such contract, agreement, lease or instrument, or any other contract, agreement, lease or instrument, the breach of event occurred which could reasonably be expected to have a Material Adverse Effect, and no condition or event or fact exists which, with notice, lapse of time or both, could both would constitute a default thereunder on thereunder), and the part Company has not received notice of the Company, except for any alleged default under any such defaultcontract, conditionagreement, event understanding or fact that, individually or in the aggregate, that could not reasonably be expected to have a Material Adverse Effectcommitment.

Certain Contracts and Arrangements. Except as set forth in Section 2.13 of the ---------------------------------- Disclosure Schedule (with true and correct copies of each agreement referred made available to therein provided legal counsel to the Investors) or as contemplated by this Agreement), the Company is not a party or subject to or bound by: (a) any plan or contract providing for collective bargaining or the like, or any contract or agreement involving a potential commitment or payment by the Company in excess of $100,000with any labor union; (b) any contract, lease or agreement that is not cancelable by the Company without penalty on not less than ninety (90) days notice; (c) any contract containing covenants directly or explicitly limiting in any respect the freedom of the Company to compete in any line of business or with any person or entity; (c) any license agreement (i) in which the Company is the licensor that provides for the license or escrow of the Company's source code or (ii) in which the Company is a licensee that applies to software not commercially available; (d) any contract or agreement relating (other than license agreements) obligating the Company to the licensing, distribution, development, purchase, sell or purchase assets or services with a sale or servicing purchase price in excess of its software or hardware products except $50,000 in the ordinary course of business consistent with past practices or any of its Intellectual Property Assetsaggregate; (e) any indenturematerial joint venture, mortgagepartnership, promissory notemanufacturing, loan development or supply agreement, guaranty or other agreement or commitment for borrowing or any pledge or security arrangement; (f) any endorsement or any other advertising, promotional or marketing agreement providing for payments by the Company in excess of $50,000 in the aggregate which cannot be terminated on 90 days' or less notice without the payment of penalties; (g) any employment or severance contracts with officers, directors or employees of the Company or agreements with shareholders of the Company or persons or organizations related to or affiliated with any such shareholders; (h) any stock redemption or purchase agreements or other agreements affecting or relating to the capital stock of the Company, including, including without limitation, limitation any agreement with any shareholder of the Company which includes without limitation, anti-dilution rights, registration rights, voting arrangements, operating covenants or similar provisions; (gi) any pension, profit sharing, retirement or stock option options plans; (hj) any royalty, dividend or similar arrangement based on the revenues or profits sales volume of the Company or any contract or agreement involving fixed price or fixed volume arrangementsCompany; (i) any joint venture, partnership, manufacturer, development or supply agreement or other agreement that involves a sharing of revenues, profits, losses, costs or liabilities by the Company with any other Person; (jk) any acquisition, merger or similar agreement; (k) any collective bargaining agreement or other agreement with any labor union or other employee representative of a group of employees; (l) any contract with any a governmental or quasi governmental entity;body under which the Company may have an obligation for renegotiation; or (m) any contract not executed in agreement with any shareholder of the ordinary course Company or any affiliate of business; or (n) any other material contractshareholder. All such contracts, agreements, leases of the Company's contracts and instruments are valid and commitments are in full force and effect and constitute legal, valid and binding obligations of the Company and, to the knowledge of neither the Company, of the other parties thereto, and are enforceable in accordance with their respective terms, except: (x) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (y) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The Company has no knowledge of any notice or threat to terminate any such contracts, agreements, leases or instruments, which termination could reasonably be expected to have a Material Adverse Effect. Neither the Company nor, to the knowledge of the Company, any other party is in default in complying thereunder (nor, to the knowledge of the Company, has any event occurred which with any provisions notice, lapse of time or both would constitute a default thereunder), except to the extent that any such contract, agreement, lease failure to be in full force and effect or instrument, or any other contract, agreement, lease or instrument, the breach of which could reasonably be expected to default would not have a Material Adverse Effect, and no condition or event or fact exists which, with notice, lapse the Company has not received notice of time or both, could constitute a any alleged default thereunder on the part of the Company, except for under any such defaultcontract, conditionagreement, event understanding or fact that, individually or in the aggregate, that could commitment which has not reasonably be expected to have a Material Adverse Effectbeen cured.

Certain Contracts and Arrangements. Except as set forth in Section 2.13 2.14 of the Disclosure Schedule (with true and correct copies of each agreement referred to therein provided to the Investors) or as contemplated by this AgreementPurchaser), the Acquired Company is not a party or subject to or bound by: (a) any contract or agreement (i) involving a potential commitment or payment by the Acquired Company in excess of $100,00050,000 annually or (ii) which is otherwise material and not entered into in the ordinary course of business; (b) any contract, lease or agreement that which is not cancelable by the Acquired Company without penalty on not less than ninety (90) days notice; (c) any contract which cannot be assigned, requires consent to be assigned or requires consent to assign as a result of a change in control; (d) any contract or agreement containing covenants directly or explicitly limiting in any material respect the freedom of the Acquired Company to compete in any line of business or with any person or entity; (de) any contract or agreement relating to the licensing, distribution, development, purchase, sale or servicing of its software or and hardware products except in the ordinary course of business consistent with past practices or any of its Intellectual Property Assetspractices; (ef) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing or any pledge or security arrangement; (fg) any employment contracts, noncompetition agreements or other agreements with present or former officers, directors, employees or stockholders of the Acquired Company or Persons related to or affiliated with such persons, other than at will arrangements in the ordinary course of business that are terminable without severance obligations; (h) any stock redemption or purchase agreements or other agreements affecting or relating to the capital stock of the Acquired Company, including, without limitation, any agreement with any shareholder stockholder of the Acquired Company which includes anti-dilution rights, registration rights, voting arrangements, operating covenants or similar provisions; (gi) any pension, profit sharing, retirement or stock option options plans; (hj) any royalty, dividend or similar arrangement based on the revenues or profits of the Acquired Company or any contract or agreement involving fixed price or fixed volume arrangements; (ik) any joint venture, partnership, manufacturer, development or supply agreement or other agreement that involves a sharing of revenues, profits, losses, costs or liabilities by the Company with any other Personagreement; (jl) any acquisition, merger or similar agreement; (k) any collective bargaining agreement or other agreement with any labor union or other employee representative of a group of employees; (lm) any contract with any governmental or quasi governmental entity;; or (mn) any other material contract not executed in the ordinary course of business; or (n) any other material contract. All such contracts, agreements, leases and instruments set forth in Section 2.14 of the Disclosure Schedule are valid and are in full force and effect and constitute legal, valid and binding obligations of the Acquired Company and, to the knowledge of the Company, of and the other parties thereto, and are enforceable in accordance with their respective terms, except: (x) except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization and other similar laws of general application affecting relating to the enforcement of creditors' rights remedies generally and (y) as limited by laws relating to the availability general principles of specific performance, injunctive relief or other equitable remediesequity. The Company has Founding Stockholders have no knowledge of any notice or threat to terminate any such contracts, agreements, leases or instruments, which termination could reasonably be expected to have a Material Adverse Effect. Neither the Acquired Company nor, to the knowledge of the Company, nor any other party thereto is in default in complying with any provisions of any such contract, agreement, lease or instrument, or any other contract, agreement, lease or instrument, the breach of which could reasonably be expected to have a Material Adverse Effect, and no condition or event or fact exists which, with notice, lapse of time or both, could would constitute a default thereunder on the part of the CompanyAcquired Company or any other party thereto, except for any such default, condition, event or fact that, individually or in the aggregate, that could not reasonably be expected to have a Material Adverse Effect.