Common use of Certain Contracts and Arrangements Clause in Contracts

Certain Contracts and Arrangements. Except as set forth in Section 3.15 of the Target Disclosure Schedule (with true and correct copies delivered to Acquiror or its counsel), as of the date of this Agreement, Target is not currently 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 with any labor union; (b) any contract, lease or agreement creating any obligation of Target to pay to any third party $100,000 or more with respect to any single such contract or agreement; (c) any contract or agreement (which shall not include purchase orders in the ordinary course of business) for the sale, license, lease or disposition of Target's products in excess of $100,000; (d) any contract containing covenants directly or explicitly limiting in any material respect the freedom of Target to compete in any line of business or with any person or entity; (e) any material license agreement (as licensor or licensee); (f) any contract or agreement for the purchase of any leasehold improvements, equipment or fixed assets for a price in excess of $50,000; (g) 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; (h) any joint venture, partnership, manufacturing, development or supply agreement; (i) any employment contracts or agreements with officers, directors or stockholders of Target; (j) any stock redemption or purchase agreements or other agreements affecting or relating to the capital stock of Target, including without limitation any agreement with any stockholder of Target which includes without limitation, anti-dilution rights, registration rights, voting arrangements or operating covenants, but excluding agreements evidencing options to purchase common stock to the extent such options are listed in Section 3.5(a)(ii) of the Target Disclosure Schedule; (k) any agreement providing for the payment of any royalty, dividend or similar arrangement based on the revenues or profits of Target; (l) any executory acquisition, merger or similar agreement; (m) any material contract with a governmental body under which Target may have an obligation for renegotiation; (n) any sales representative or distributorship agreement; (o) any dealer, reseller, OEM, value added reseller, agency or franchise agreement; (p) any agreement which requires prior approval in connection with a change in control of Target or which will be in default or which gives rise to termination rights following a change in control of Target; or (q) any other material contract not executed in the ordinary course of business. All material contracts, agreements, leases and instruments to which Target is a party or by which Target is obligated are valid and are in full force and effect and constitute legal, valid and binding obligations of Target and are enforceable in accordance with their respective terms. Target has not received any notice or threat to terminate any such agreements. Target is not in default in complying with any material provisions of any material contract, agreement or instrument, and no condition or event or fact exists which, with notice, lapse of time or both would constitute such a default thereunder on the part of Target. No claims have been made or, to Target's Knowledge, threatened that would require indemnification by Target, and Target has not paid any amounts to indemnify any third party as a result of indemnification requirements of any kind.

Certain Contracts and Arrangements. Except as set forth in Section 3.15 of the Target Disclosure Schedule Memorandum (with true and correct copies delivered to Acquiror Buyer or its counsel), as of the date of this Agreement, Target Seller is not currently 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 with any labor union; (b) any contract, lease or agreement creating any obligation of Target Seller to pay to any third party $100,000 25,000 or more with respect to any single such contract or agreement; (c) any contract or agreement (which shall not include purchase orders in the ordinary course of business) for the sale, license, lease or disposition of Target's Seller’s products in excess of $100,00025,000; (d) any contract containing covenants directly or explicitly limiting in any material significant respect the freedom of Target Seller to compete in any line of business or with any person or entity; (e) any material license agreement (as licensor or licensee); (f) any contract or agreement for the purchase of any leasehold improvements, equipment or fixed assets for a price in excess of $50,00025,000; (g) 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; (h) any joint venture, partnership, manufacturing, development or supply agreement; (i) any employment contracts or agreements with officers, directors or stockholders of TargetSeller; (j) any stock redemption or purchase agreements or other agreements affecting or relating to the capital stock of Target, including without limitation any agreement with any stockholder of Target which includes without limitation, anti-dilution rights, registration rights, voting arrangements or operating covenants, but excluding agreements evidencing options to purchase common stock to the extent such options are listed in Section 3.5(a)(ii) of the Target Disclosure Schedule; (k) any agreement providing for the payment of any royalty, dividend or similar arrangement based on the revenues or profits of TargetSeller; (lk) any executory acquisition, merger or similar agreement; (ml) any material contract with a governmental body under which Target Seller may have an obligation for renegotiation; (nm) any sales representative representative, dealer or distributorship agreementagreement other than Seller’s standard form of such agreement as previously provided to Buyer; (on) any dealer, reseller, OEM, value added reseller, agency or franchise agreementagreement other than Seller’s standard form of such agreement as previously provided to Buyer; (po) any agreement which requires prior consent or approval in connection with a change in control of Target purported assignment by Seller or which will be in default or which gives rise to termination rights following a change in control of Targetpurported assignment by Seller; or (qp) any other material contract not executed in of a nature or scope outside the ordinary course of business. All material contracts, agreements, leases and instruments contracts assigned by Seller to which Target is a party or by which Target is obligated Buyer under Section 2.1 are valid and are in full force and effect and constitute legal, valid and binding obligations of Target Seller and are enforceable in accordance with their respective terms. Target Seller has not received any notice or threat to terminate any such agreements. Target Seller is not in default in complying with any material provisions of any material contract, agreement or instrument, and no condition or event or fact exists which, with notice, lapse of time or both would constitute such a default thereunder on the part of TargetSeller. No claims have been made or, to Target's Seller’s Knowledge, threatened that would require indemnification by TargetSeller, and Target Seller has not paid any amounts to indemnify any third party as a result of indemnification requirements of any kind.

Certain Contracts and Arrangements. Except as set forth in Section 3.15 of the Target Disclosure Schedule (with true and correct copies delivered to Acquiror or its counselAcquiror), as of the date of this Agreement, Target is not currently 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 with any labor union; (b) any contract, lease or agreement creating any obligation of Target to pay to any third party $100,000 50,000 or more with respect to any single such contract or agreement; (c) any contract or agreement (which shall not include purchase orders in the ordinary course of business) for the sale, license, lease or disposition of Target's products in excess of $100,00050,000; (d) any contract containing covenants directly or explicitly limiting in any material respect the freedom of Target to compete in any line of business or with any person or entity; (e) any material license agreement (as licensor or licensee); (f) any contract or agreement for the purchase of any leasehold improvements, equipment or fixed assets for a price in excess of $50,000; (g) 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; (h) any joint venture, partnership, manufacturing, development or supply agreement; (i) any employment contracts or agreements with officers, directors or stockholders of Target; (j) any stock redemption or purchase agreements or other agreements affecting or relating to the capital stock of Target, including without limitation any agreement with any stockholder shareholder of Target which includes without limitation, anti-dilution rights, registration rights, voting arrangements or operating covenants, but excluding agreements evidencing options to purchase common stock to the extent such options are listed in Section 3.5(a)(ii) of the Target Disclosure Schedule; (k) any pension, profit sharing, retirement or stock options plans; (l) any agreement providing for the payment of any royalty, dividend or similar arrangement based on the revenues or profits of Target; (lm) any executory acquisition, merger or similar agreement; (mn) any material contract with a governmental body under which Target may have an obligation for renegotiation; (no) any sales representative or distributorship agreement; (op) any dealer, reseller, OEM, value added reseller, agency or franchise agreement; (pq) any agreement which requires prior approval in connection with a change in control of Target or which will be in default or which gives rise to termination rights following a change in control of Target; or (qr) any other material contract not executed in the ordinary course of business. All material contracts, agreements, leases and instruments to which Target is a party or by which Target is obligated are valid and are in full force and effect and constitute legal, valid and binding obligations of Target and are enforceable in accordance with their respective terms. Target has not received no Knowledge of any notice or threat to terminate any such agreements. Target is not in default in complying with any material provisions of any material contract, agreement or instrument, and to the Knowledge of Target, no condition or event or fact exists which, with notice, lapse of time or both would constitute such a default thereunder on the part of Target. Except as specifically indicated on the Target Disclosure Schedule, none of the material contracts of Target provides for indemnification by Target of any third party not a party to the contract. No claims have been made or, to Target's Knowledge, or threatened that would require indemnification by Target, and Target has not paid any amounts to indemnify any third party as a result of indemnification requirements of any kind. Target shall be deemed to have “KNOWLEDGE” of a particular fact or matter if any officer of Target is actually aware of such fact or matter or if a prudent individual acting in the capacity of any such officer could be expected to discover or otherwise become aware of such fact or matter in the reasonably prudent conduct of his duties and responsibilities.

Certain Contracts and Arrangements. Except as set forth in Section 3.15 of the Target Disclosure Transaction Documents or in Schedule 2.11 (with true and correct copies delivered provided to Acquiror or its counselthe Investors), as of the date of this Agreement, Target Company is not currently 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 with any labor union(i) involving a potential commitment or payment by the Company in excess of $50,000 or (ii) which is otherwise material and not entered into in the ordinary course of business; (b) any contract, lease or agreement creating any obligation of Target to pay to any third party $100,000 or more with respect to any single such contract or agreementwhich is not cancelable by the Company without penalty on less than ninety (90) days notice; (c) any contract or agreement (which shall not include purchase orders in the ordinary course of business) for the sale, license, lease or disposition of Target's products in excess of $100,000; (d) any contract containing covenants directly or explicitly limiting in any material respect the freedom of Target the Company to compete in any line of business or with any person or entity; (e) any material license agreement (as licensor or licensee); (fd) any contract or agreement for relating to the purchase licensing, distribution, development, purchase, sale or servicing of any leasehold improvements, equipment or fixed assets for a price its products except in excess the ordinary course of $50,000business consistent with past practices; (ge) 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; (hf) any joint ventureemployment contracts, partnershipnoncompetition agreements or other agreements with present or former officers, manufacturingdirectors, development employees or supply agreementstockholders of the Company or persons related to or affiliated with such persons; (i) any employment contracts or agreements with officers, directors or stockholders of Target; (jg) any stock redemption or purchase agreements or other agreements affecting or relating to the capital stock of Targetthe Company, including including, without limitation limitation, any agreement with any stockholder of Target the Company which includes without limitation, anti-dilution rights, registration rights, voting arrangements arrangements, operating covenants or operating covenants, but excluding agreements evidencing options to purchase common stock to the extent such options are listed in Section 3.5(a)(ii) of the Target Disclosure Schedulesimilar provisions; (kh) any agreement providing for the payment of pension, profit sharing, bonus, retirement, severance or stock option plans; (i) any royalty, dividend or similar arrangement based on the revenues or profits of Targetthe Company or any contract or agreement involving fixed price or fixed volume arrangements; (lj) any executory joint venture, partnership, manufacturer, development or supply agreement; (k) any acquisition, merger or similar agreement; (ml) any material contract with a any governmental body under which Target may have an obligation for renegotiation; (n) any sales representative or distributorship agreement; (o) any dealer, reseller, OEM, value added reseller, agency or franchise agreement; (p) any agreement which requires prior approval in connection with a change in control of Target or which will be in default or which gives rise to termination rights following a change in control of Targetentity; or (qm) any other material contract not executed in the ordinary course of business. All material contracts, agreements, leases and instruments to which Target is a party or by which Target is obligated are valid and are in full force and effect and constitute legal, valid and binding obligations of Target and are enforceable in accordance with their respective terms. Target has not received any notice or threat to terminate any such agreements. Target is not in default in complying with any material provisions of any material contract, agreement or instrument, and no condition or event or fact exists which, with notice, lapse of time or both would constitute such a default thereunder on the part of Target. No claims have been made or, to Target's Knowledge, threatened that would require indemnification by Target, and Target has not paid any amounts to indemnify any third party as a result of indemnification requirements of any kind.

Certain Contracts and Arrangements. Except as set forth in Section 3.15 of the Target Disclosure Schedule 3.14 (with true and correct copies delivered of each agreement referred to Acquiror therein provided or its counselmade available to the Investor), as of the date of this Agreement, Target Company is not currently 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 with any labor unioninvolving a potential commitment or payment by the Company in excess of US $5,000; (b) any contract, lease or agreement creating any obligation of Target to pay to any third party $100,000 or more with respect to any single such contract or agreementwhich is not cancelable by the Company without penalty on not less than ninety (90) days notice; (c) any contract or agreement (which shall not include purchase orders in the ordinary course of business) for the sale, license, lease or disposition of Target's products in excess of $100,000; (d) any contract containing covenants directly or explicitly limiting in any material respect the freedom of Target the Company to compete in any line of business or with any person or entity; (e) any material license agreement (as licensor or licensee); (fd) any contract or agreement for relating to the purchase licensing, distribution, development, purchase, sale or servicing of its products except in the ordinary course of business or any leasehold improvements, equipment or fixed assets for a price in excess of $50,000its Intellectual Property Assets; (ge) 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; (h) any joint venture, partnership, manufacturing, development or supply agreement; (i) any employment contracts or agreements with officers, directors or stockholders of Target; (jf) any stock redemption or purchase agreements or other agreements affecting or relating to the capital stock of Targetthe Company, including including, without limitation limitation, any agreement with any stockholder of Target the Company which includes without limitation, anti-dilution rights, registration rights, voting arrangements arrangements, operating covenants or operating covenants, but excluding agreements evidencing options to purchase common stock to the extent such options are listed in Section 3.5(a)(ii) of the Target Disclosure Schedulesimilar provisions; (kg) any agreement providing for the payment of pension, profit sharing, retirement or stock option plans; (h) any royalty, dividend or similar arrangement based on the revenues or profits of Targetthe Company or any contract or agreement involving fixed price or fixed volume arrangements; (li) any executory joint venture, partnership, manufacturer, development or supply agreement or other agreement 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 Body; (m) any material contract with a governmental body under which Target may have an obligation for renegotiation; (n) any sales representative or distributorship agreement; (o) any dealer, reseller, OEM, value added reseller, agency or franchise agreement; (p) any agreement which requires prior approval in connection with a change in control of Target or which will be in default or which gives rise to termination rights following a change in control of Target; or (q) any other material contract not executed in the ordinary course of business; or (n) any other material contract. All material such contracts, agreements, leases and instruments to which Target is a party or by which Target is obligated are valid and are in full force and effect and constitute legal, valid and binding obligations of Target the Company and of the other parties thereto, and are enforceable in accordance with their respective terms. Target The Company has not received no knowledge of any notice or threat to terminate any such contracts, agreements, leases or instruments. Target Neither the Company nor any other party thereto is not in default in complying with any material provisions of any material such contract, agreement agreement, lease or instrument, or any other contract, agreement, lease or instrument, and no condition or event or fact exists which, with notice, lapse of time or both would both, could constitute such a default thereunder on the part of Target. No claims have been made or, to Target's Knowledge, threatened that would require indemnification by Target, and Target has not paid any amounts to indemnify any third party as a result of indemnification requirements of any kindthe Company.

Certain Contracts and Arrangements. Except as set forth in Section 3.15 of the Target Disclosure ---------------------------------- Schedule 2.13 (with true and correct copies delivered to Acquiror or its counselthe Investors prior to ------------- the Closing Date), as of the date of this Agreement, Target Company is not currently 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 with any labor union; (b) any contract, lease or agreement creating any obligation of Target the Company to pay to any third party $100,000 5,000 or more with respect to any single such contract or agreement; (c) any contract or agreement (which shall not include purchase orders in the ordinary course of business) for the sale, license, lease or disposition of Target's products in excess of $100,00050,000; (d) any contract or agreement for the provision of meeting services for a price in excess of $800,000; (e) [Intentionally Omitted]; (f) any contract containing covenants directly or explicitly limiting in any material respect the freedom of Target the Company to compete in any line of business or with any person or entity; (eg) any material license agreement (as licensor or licensee); (fh) any contract or agreement for the purchase of any leasehold improvements, equipment or fixed assets for a price in excess of $50,000; (gi) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing in excess of $50,000 250,000 or any pledge or security arrangement; (hj) any material joint venture, partnership, manufacturing, development or supply agreement; (ik) any endorsement or any other advertising, promotional or marketing agreement; (l) any employment contracts contracts, or agreements with former or present officers, directors directors, employees or stockholders shareholders of Targetthe Company or persons or organizations related to or affiliated with any such persons; (jm) any stock redemption or purchase agreements or other agreements affecting or relating to the capital stock of Targetthe Company, including without limitation any agreement with any stockholder shareholder of Target the Company which includes without limitation, anti-dilution rights, registration rights, voting arrangements arrangements, operating covenants or operating covenantssimilar provisions, but excluding agreements evidencing options to purchase common stock to except in connection with the extent such options are listed in Section 3.5(a)(ii) of the Target Disclosure Scheduletransactions contemplated hereby; (kn) any agreement providing for the payment of pension, profit sharing, retirement or stock options plans; (o) any royalty, dividend or similar arrangement based on the revenues or profits sales volume of Targetthe Company; (lp) any executory acquisition, merger or similar agreement; (mq) any material contract with a governmental body under which Target the Company may have an obligation for renegotiation; (nr) any sales representative or distributorship agreementoutstanding power of attorney; (o) any dealer, reseller, OEM, value added reseller, agency or franchise agreement; (ps) any agreement which requires prior approval in connection with a change in control any shareholder of Target the Company or which will be in default or which gives rise to termination rights following a change in control any affiliate of Targetany shareholder; or (qt) any other material contract not executed in the ordinary course of business. All material contracts, agreements, leases of the Company's contracts and instruments to which Target is a party or by which Target is obligated are valid and commitments are in full force and effect and constitute legalneither the Company, valid and binding obligations nor, to the knowledge of Target and are enforceable in accordance with their respective terms. Target has not received the Principal, any notice or threat to terminate any such agreements. Target other party is not in default in complying with thereunder (nor, to the knowledge of the Principal, has any material provisions of any material contract, agreement or instrument, and no condition or event or fact exists which, occurred which with notice, lapse of time or both would constitute such a default thereunder on thereunder), except to the part of Target. No claims extent that any such default would not have been made or, to Target's Knowledge, threatened that would require indemnification by Target, a Material Adverse Effect and Target the Company has not paid any amounts to indemnify any third party as a result of indemnification requirements received notice of any kindalleged default under any such contract, agreement, understanding or commitment.

Certain Contracts and Arrangements. Except as set forth in Section 3.15 4.12 of the Target Disclosure Schedule (with true and correct copies delivered of each Contract referred to Acquiror or its counseltherein provided to Purchaser), as of the date of this Agreement, Target Company is not currently a party or nor subject to or bound by: (a) any plan Contract involving a potential commitment or contract providing for collective bargaining or payment by the like, or any contract or agreement with any labor unionCompany in excess of $50,000; (b) any contract, lease or agreement creating any obligation of Target to pay to any third party $100,000 or more with respect to any single such contract or agreement; (c) any contract or agreement (which shall not include purchase orders in the ordinary course of business) for the sale, license, lease or disposition of Target's products in excess of $100,000; (d) any contract Contract containing covenants directly or explicitly limiting in any material respect the freedom of Target the Company to compete in any line of business or with any person Person or entityentity or engaging in any particular business activities; (ec) any material license agreement (as licensor Contract relating to the licensing, distribution, development, or licensee)sale to any other Person of any of the Intellectual Property Rights owned or used by the Company in its business; (f) any contract or agreement for the purchase of any leasehold improvements, equipment or fixed assets for a price in excess of $50,000; (gd) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement Contract or commitment for borrowing in excess of $50,000 or any pledge or security arrangementContract, except for credit with vendors in the ordinary course of business; (he) any pension, profit sharing, retirement or share option plans; (f) any joint venture, partnership, manufacturingmanufacturer, development or supply agreementContract or Contract which involves a sharing of revenues, profits, losses, costs or liabilities by or of the Company with any other Person; (ig) any employment contracts or agreements with officersContracts between the Company, directors or stockholders of Target; (j) any stock redemption or purchase agreements or other agreements affecting or relating to the capital stock of Target, including without limitation any agreement with any stockholder of Target which includes without limitation, anti-dilution rights, registration rights, voting arrangements or operating covenants, but excluding agreements evidencing options to purchase common stock to the extent such options are listed in Section 3.5(a)(ii) of the Target Disclosure Schedule; (k) any agreement providing for the payment of any royalty, dividend or similar arrangement based on the revenues or profits of Target; (l) any executory acquisitionone hand, merger or similar agreement; (m) any material contract with a governmental body under which Target may have an obligation for renegotiation; (n) any sales representative or distributorship agreement; (o) any dealerand the Company’s Affiliates, reseller, OEM, value added reseller, agency or franchise agreement; (p) any agreement which requires prior approval in connection with a change in control of Target or which will be in default or which gives rise to termination rights following a change in control of Targeton the other hand; or (qh) any collective bargaining Contract or other material contract not executed in the ordinary course Contract with any labor union or other employee representative of businessa group of employees. All material contractsContracts listed in Section 4.12 of the Disclosure Schedule (collectively “Material Contracts”) are, agreementsto the knowledge of the Company, leases and instruments to which Target is a party or by which Target is obligated are valid and are in full force and effect and constitute legal, valid and binding obligations of Target the Company and, to the knowledge of the Company, and, assuming the other parties thereto have validly authorized, executed and delivered such Material Contracts, are enforceable in accordance with their respective termsterms subject to the Bankruptcy and Equity Exception. Target The Company has not received no knowledge of any notice or threat to terminate terminate, cease performance of, or amend in any manner materially adverse to the Company any such agreementsMaterial Contracts. Target Except as set forth in Section 4.12 of the Disclosure Schedule, the Company is not in breach of or default under any such Material Contract, and, to the Company’s knowledge, each other party to the Material Contracts has performed all obligations required to be performed by it to date under, and is not in complying with any material provisions default or breach of any material contract, agreement or instrumentthe Material Contracts, and no condition or event or fact exists has occurred which, with notice, due notice or lapse of time or both both, would constitute such a default thereunder on the part of Target. No claims default, in each case except for such breaches, defaults and events as to which requisite waivers or consents have been made orobtained or which would not, individually or in the aggregate, reasonably be expected to Target's Knowledge, threatened that would require indemnification by Target, and Target has not paid any amounts be material to indemnify any third party as a result the operation of indemnification requirements the business of any kindthe Company.

Certain Contracts and Arrangements. Except as set forth in Section 3.15 2.13 of the Target Disclosure Schedule (with true and correct copies delivered to Acquiror or its counsel)as expressly set forth in the Company SEC Documents, as of the date of this Agreement, Target Company is not currently 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 with any labor unioninvolving potential commitment or payment by the Company in excess of $50,000; (b) any contract, lease or agreement creating any obligation involving payments in excess of Target to pay to any third party $100,000 or more with respect to any single such contract or agreement50,000 which is not cancelable by the Company without penalty on not less than sixty (60) days notice; (c) any contract or agreement (which shall not include purchase orders in the ordinary course of business) for the salecontract, licenseincluding any distribution agreements, lease or disposition of Target's products in excess of $100,000; (d) any contract containing covenants directly or explicitly limiting in any material respect the freedom of Target the Company to compete in any line of business or with any person Person or entityto offer any of its products; (e) any material license agreement (as licensor or licensee); (fd) any contract or agreement for relating to the purchase licensing, distribution, or development by the Company or the purchase, sale or servicing of any leasehold improvements, equipment or fixed assets for a price its products involving payments in excess of $50,000; (ge) 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; (h) any joint venture, partnership, manufacturing, development or supply agreement; (if) any employment contracts contracts, non-competition agreements, invention assignments, severance or other agreements with officers, directors directors, employees, stockholders or stockholders consultants of Targetthe Company or Persons related to or affiliated with such Persons; (jg) any stock redemption or purchase agreements or other agreements affecting or relating to the capital stock of Targetthe Company, including including, without limitation limitation, any agreement with any stockholder of Target the Company which includes includes, without limitation, anti-dilution rights, registration rights, voting arrangements or operating covenants, but excluding agreements evidencing options to purchase common stock to the extent such options are listed in Section 3.5(a)(ii) of the Target Disclosure Schedule; (kh) voting trust or agreement, stockholders’ agreement, pledge agreement, buy-sell agreement or first refusal or preemptive rights agreement relating to any securities of the Company; (i) any agreement providing for the payment of bonus, pension, profit sharing, retirement or stock option plans; (j) any royalty, dividend or similar arrangement based on the revenues or profits of Targetthe Company or any material contract or agreement involving fixed price or fixed volume arrangements; (k) any joint venture, partnership, manufacturer, development, distribution, supply or similar agreement; (l) any executory acquisition, merger or similar agreementagreement or letter of intent with respect to the foregoing; (m) any sales agreement which entitles any customer to a rebate or right of set-off, to return any product to the Company after acceptance thereof, to delay the acceptance thereof, or which varies in any material contract with a governmental body under which Target may have an obligation respect from the Company’s standard for renegotiationagreements; (n) any sales representative agreement with any supplier containing any provision permitting any party other than the Company to renegotiate the price or distributorship agreementother terms, or containing any pay-back or other similar provision, upon the occurrence of a failure by the Company to meet its obligations under the agreement when due or the occurrence of any other event; (o) any dealeragreement for the future purchase of fixed assets or for the future purchase of materials, reseller, OEM, value added reseller, agency supplies or franchise agreementequipment in excess of its normal operating requirements; (p) any agreement under which requires prior approval in connection with a change in control of Target or which will be in default or which gives rise to termination rights following a change in control of Targetit has granted any Person any registration rights, other than the Registration Rights Agreement; or (q) any other material contract not executed in the ordinary course of businessbusiness and consistent with past practice. All material contracts, agreements, leases and instruments to which Target is a party identified in Section 2.13 of the Disclosure Schedule or by which Target is obligated the Company SEC Documents are valid and are in full force and effect and constitute legal, valid and binding obligations of Target and are the Company enforceable in accordance with their respective terms. Target The Company has not received any notice or threat written notice, and, to terminate the knowledge of the Company, there are no threats of termination by the other party to any such contracts, agreements, leases or instruments. Target To the best of the Company’s knowledge, it is not in default in complying with any material provisions of any material such contract, agreement agreement, lease or instrument, and no condition or event or fact exists which, with written notice, lapse of time or both would constitute such a default thereunder on the part of Target. No claims the Company, except for any such default, condition, event or fact that, individually or in the aggregate, would not have been made or, to Target's Knowledge, threatened that would require indemnification by Target, and Target has not paid any amounts to indemnify any third party as a result of indemnification requirements of any kindMaterial Adverse Effect.

Certain Contracts and Arrangements. Except as set forth in Section 3.15 of the Target Disclosure Schedule (with true and correct copies delivered to Acquiror or its counselAcquiror), as neither Target nor any of the date of this Agreement, Target Subsidiaries is not currently 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 with any labor union; (b) any contract, lease or agreement creating any obligation of Target or any of the Target Subsidiaries to pay to any third party $100,000 or more with respect to any single such contract or agreement; (c) any contract or agreement (which shall not include purchase orders in the ordinary course of business) for the sale, license, lease or disposition of Target's products in excess of $100,000; (d) any contract containing covenants directly or explicitly limiting in any material respect the freedom of Target or any of the Target Subsidiaries to compete in any line of business or with any person or entity; (e) any material license agreement (as licensor or licensee); (f) any contract or agreement for the purchase of any leasehold improvements, equipment or fixed assets for a price in excess of $50,000100,000; (g) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing in excess of $50,000 100,000 or any pledge or security arrangement; (h) any joint venture, partnership, manufacturing, development or supply agreement; (i) any employment contracts or agreements with officers, directors or stockholders of TargetTarget or any of the Target Subsidiaries; (j) any stock redemption or purchase agreements or other agreements affecting or relating to the capital stock of TargetTarget or any of the Target Subsidiaries, including without limitation any agreement with any stockholder shareholder of Target or any of the Target Subsidiaries which includes without limitation, anti-dilution rights, registration rights, voting arrangements or operating covenants, but excluding agreements evidencing options to purchase common stock to the extent such options are listed in Section 3.5(a)(ii) of the Target Disclosure Schedule; (k) any pension, profit sharing, retirement or stock options plans; (l) any agreement providing for the payment of any royalty, dividend or similar arrangement based on the revenues or profits of TargetTarget or any of the Target Subsidiaries; (lm) any executory acquisition, merger or similar agreement; (mn) any material contract with a governmental body under which Target, or any of the Target Subsidiaries, may have an obligation for renegotiation; (no) any sales representative or distributorship agreement; (op) any dealer, reseller, OEM, value added reseller, agency or franchise agreement; (pq) any agreement which requires prior approval in connection with a change in control of Target or which will be in default or which gives rise to termination rights following a change in control of Target; or (qr) any other material contract not executed in the ordinary course of business. All material contracts, agreements, leases and instruments to which Target or any of the Target Subsidiaries is a party or by which Target or any of the Target Subsidiaries is obligated are valid and are in full force and effect and constitute legal, valid and binding obligations of Target and or such Target Subsidiary, and, to the best knowledge of Target, are enforceable in accordance with their respective terms. Target has not received no knowledge of any notice or threat to terminate any such agreements, which termination would have a Target Material Adverse Effect. Neither Target nor any of the Target Subsidiaries is not in default in complying with any material provisions of any material contract, agreement or instrument, and to the best knowledge of Target, no condition or event or fact exists which, with notice, lapse of time or both would constitute such a default thereunder on the part of TargetTarget or such Target Subsidiary, except for any such default, condition, event or fact that, individually or in the aggregate, would not have a Target Material Adverse Effect. Except as specifically indicated on the Target Disclosure Schedule, none of the material contracts of Target provides for indemnification by Target of any third party. No claims have been made or, to Target's Knowledge, or threatened that would require indemnification by Target, and Target has not paid any amounts to indemnify any third party as a result of indemnification requirements of any kind.

Certain Contracts and Arrangements. Except as set forth in Section 3.15 of the Target Disclosure Schedule (with true and correct copies delivered to Acquiror Transaction Documents or its counsel)in Schedules 3.16 or 3.17 hereto, as of the date of this Agreement, Target Adherex is not currently 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 with any labor union(i) involving a potential commitment or payment by Adherex in excess of $75,000 or (ii) which is otherwise material and not entered into in the ordinary course of business; (b) any contract, lease or agreement creating any obligation of Target to pay to any third party $100,000 or more with respect to any single such contract or agreementwhich is not cancelable by Adherex without penalty on less than ninety (90) days’ notice; (c) any contract or agreement (which shall not include purchase orders in the ordinary course of business) for the sale, license, lease or disposition of Target's products in excess of $100,000; (d) any contract containing covenants directly or explicitly limiting in any material respect the freedom of Target Adherex to compete in any line of business or with any person or entity; (e) any material license agreement (as licensor or licensee); (fd) any contract or agreement for relating to the purchase licensing, distribution, development, purchase, sale or servicing of any leasehold improvements, equipment or fixed assets for a price its products except in excess the ordinary course of $50,000business consistent with past practices; (ge) 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; (hf) any joint ventureemployment contracts, partnershipnon-competition agreements or other agreements with present or former officers, manufacturingdirectors, development employees or supply agreementShareholders of Adherex, or persons related to or affiliated with such persons; (ig) any employment contracts or agreements with officers, directors or stockholders of Target; (j) any stock share redemption or purchase agreements or other agreements affecting or relating to the any shares of capital stock of TargetAdherex, including including, without limitation limitation, any agreement with any stockholder of Target Adherex which includes without limitation, anti-dilution rights, registration rights, voting arrangements arrangements, operating covenants or operating covenants, but excluding agreements evidencing options to purchase common stock to the extent such options are listed in Section 3.5(a)(ii) of the Target Disclosure Schedulesimilar provisions; (kh) any agreement providing for the payment of pension, profit sharing, bonus, retirement, severance or stock option plans; (i) any royalty, dividend or similar arrangement based on the revenues or profits of TargetAdherex or any contract or agreement involving fixed price or fixed volume arrangements; (lj) any executory joint venture, partnership, manufacturer, development or supply agreement; (k) any acquisition, merger or similar agreement; (ml) any material contract with a any governmental body under which Target may have an obligation for renegotiation; (n) any sales representative or distributorship agreement; (o) any dealer, reseller, OEM, value added reseller, agency or franchise agreement; (p) any agreement which requires prior approval in connection with a change in control of Target or which will be in default or which gives rise to termination rights following a change in control of Targetentity; or (qm) any other material contract not executed in the ordinary course of business. All material contracts, agreements, leases and instruments to which Target is a party or by which Target is obligated set forth on Schedule 3.17 hereto are valid and are in full force and effect and constitute legal, valid and binding obligations of Target Adherex and, to the knowledge of Adherex, of the other parties thereto, and are enforceable in accordance with their respective terms. Target has Adherex does not received have any knowledge of any notice or threat to terminate any such contracts, agreements, leases or instruments. Target Neither Adherex nor, to the knowledge of Adherex, any other party, is not in default in complying with any material provisions of any material such contract, agreement agreement, lease or instrument, and no condition or event or fact exists which, with notice, lapse of time or both both, would constitute such a default thereunder on the part of TargetAdherex, except for any such default, condition, event or fact that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. No claims have been made orOther than the Transaction Documents, to Target's KnowledgeAdherex US is not a party to, threatened that would require indemnification by Targetor bound by, and Target has not paid any amounts to indemnify any third party as a result of indemnification requirements of any kindagreement (written or oral), indenture, mortgage, guaranty or other instrument.

Certain Contracts and Arrangements. Except as set forth in Section 3.15 of the Target Disclosure Transaction Documents or in Schedule 3.13 (with true and correct copies delivered of which have previously been provided or made available to Acquiror or its counselthe Buyer), as of the date of this Agreement, Target Company is not currently 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 with any labor union; (b) any contract, lease or agreement creating any obligation of Target to pay to any third party $100,000 involving a potential commitment or more with respect to any single such contract or agreement; (c) any contract or agreement (which shall not include purchase orders in payment by the ordinary course of business) for the sale, license, lease or disposition of Target's products Company in excess of $100,00050,000 annually; (db) any contract containing covenants directly or explicitly limiting in any material respect the freedom of Target the Company to compete in any line of business or with any person Person (other than confidentiality agreements containing non-competition or entity; (e) any material license agreement (as licensor or licenseenon-solicitation covenants on the part of the Company that were entered into by the Company in the ordinary course of business); (f) any contract or agreement for the purchase of any leasehold improvements, equipment or fixed assets for a price in excess of $50,000; (gc) 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; (hd) any joint ventureemployment, partnershipconsulting or other service agreements with present or former officers, manufacturingdirectors, development employees, consultants, shareholders of the Company or supply agreementany 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; (ie) any employment contracts or agreements with officers, directors or stockholders of Target; (j) any stock redemption or purchase agreements or other agreements affecting or relating to the capital stock shares of Targetthe Company, including including, without limitation limitation, any agreement with any stockholder shareholder of Target the Company which includes without limitation, anti-dilution rights, registration rights, voting arrangements arrangements, operating covenants or operating covenants, but excluding agreements evidencing options to purchase common stock to the extent such options are listed in Section 3.5(a)(ii) of the Target Disclosure Schedulesimilar provisions; (kf) any agreement providing for the payment of collective bargaining agreement; (g) any royalty, dividend or similar arrangement based on the revenues or profits of Targetthe Company or any contract or agreement involving fixed price or fixed volume arrangements; (lh) any executory joint venture, franchise, partnership, manufacturer, development or agreement; (i) any supply agreement pursuant to which the Company is required to supply materials in excess of $50,000 annually; (j) any acquisition, merger or similar agreement; (k) any contract with any Governmental Authority; (l) any contract providing for indemnification of any Person by the Company (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 with that can be terminated, or the provisions of which are altered, as a governmental body under result of the consummation of the transactions contemplated by this Agreement or any of the other Transaction Documents to which Target may have an obligation for renegotiationthe Company is a party; (n) any sales representative or distributorship agreement; (o) any dealer, reseller, OEM, value added reseller, agency or franchise agreement; (p) any agreement which requires prior approval contract entered into in connection with a change in control any settlement or other resolution of Target or any action pursuant to which will be in default or which gives rise to termination rights following a change in control of Targetthe Company has any ongoing payment obligation after the Closing; or (qo) any other material contract not executed in the ordinary course of business. All material contracts, agreements, leases and instruments to which Target is a party or by which Target is obligated set forth on Schedule 3.13 are valid and are in full force and effect and constitute legal, valid and binding obligations of Target the Company and, to the Knowledge of the Sellers and the Company, the other parties, and are enforceable in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws, from time to time in effect, which affect enforcement of creditors’ rights generally. Target Except as set forth on Schedule 3.13, there has not received been any written notice or, to the Sellers’ and the Company’s Knowledge, oral notice or threat to terminate any material contracts, agreements, leases or instruments. Neither the Company nor, to the Sellers’ and the Company’s Knowledge, any other party to such agreements. Target contract is not in material default in complying with any material provisions of any material such contract, agreement agreement, lease or instrument, and, to the Sellers’ and the Company’s Knowledge, no condition or event or fact exists which, with notice, lapse of time or both both, would constitute such a material default thereunder on the part of Target. No claims have been made or, to Target's Knowledge, threatened that would require indemnification by Target, and Target has not paid any amounts to indemnify any third party as a result of indemnification requirements of any kindthereunder.

Certain Contracts and Arrangements. Except as set forth in Section 3.15 2.12 of the Target Disclosure Schedule (with true and correct copies delivered to Acquiror or its counselthe Investors), as of the date of this Agreement, Target Company is not currently 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 with any labor union; (b) any contract, lease or agreement creating any obligation of Target the Company to pay to any third party $100,000 50,000 or more with respect to any single such contract or agreement; (c) any contract or agreement (which shall not include purchase orders in the ordinary course of business) for the sale, license, lease or disposition of Target's products or services in excess of $100,000200,000; (d) any contract containing covenants directly or explicitly limiting in any material respect the freedom of Target the Company to compete in any line of business or with any person or entity; (e) any material license agreement (as licensor or licensee), other than such licenses or agreements arising solely from the purchase of "off the shelf" or standard products, involving payments by or to the Company in excess of $200,000; (f) any contract or agreement for the purchase of any leasehold improvements, equipment or fixed assets for a price in excess of $50,000; (g) 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; (h) 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 contracts, or agreements with officers, directors directors, employees or stockholders shareholders of Targetthe Company or persons or organizations related to or affiliated with any such persons; (jk) any stock redemption or purchase agreements or other agreements affecting or relating to the capital stock of Targetthe Company, including including, without limitation limitation, any agreement with any stockholder shareholder of Target the Company which includes includes, without limitation, anti-dilution rights, registration rights, voting arrangements arrangements, operating covenants or operating covenants, but excluding agreements evidencing options to purchase common stock to the extent such options are listed in Section 3.5(a)(ii) of the Target Disclosure Schedulesimilar provisions; (kl) any agreement providing for the payment of pension, profit sharing, retirement, stock option, phantom stock or other equity incentive, bonus or commission plans; (m) any arrangement relating to any royalty, dividend or similar arrangement payments to employees, customers or independent contractors based on the revenues or profits sales volume of Targetthe Company; (ln) any executory acquisition, merger or similar agreement; (mo) any material contract with a governmental body under which Target the Company may have an obligation for renegotiation; (n) any sales representative or distributorship agreement; (o) any dealer, reseller, OEM, value added reseller, agency or franchise agreement; (p) any agreement which requires prior approval in connection with a change in control any shareholder of Target the Company or which will be in default or which gives rise to termination rights following a change in control any affiliate of Targetany shareholder; or (q) any other material contract not executed in the ordinary course of business. All material of the Company's contracts, agreements, leases understandings and instruments to which Target is a party or by which Target is obligated are valid and commitments are in full force and effect and constitute legalneither the Company nor, valid and binding obligations to the knowledge of Target and are enforceable in accordance with their respective terms. Target has not received the Company, any notice or threat to terminate any such agreements. Target other party is not in default in complying with thereunder (nor, to the knowledge of the Company, has any material provisions of any material contract, agreement or instrument, and no condition or event or fact exists which, occurred which with notice, lapse of time or both would constitute such a default thereunder on thereunder), except to the part of Target. No claims extent that any such default would not have been made or, to Target's Knowledge, threatened that would require indemnification by Targeta Material Adverse Effect, and Target the Company has not paid any amounts to indemnify any third party as a result of indemnification requirements received notice of any kindalleged default under any such contract, agreement, understanding or commitment.

Certain Contracts and Arrangements. Except as set forth in Section 3.15 of the Target Disclosure Schedule (with true and correct copies delivered to Acquiror or its counselAcquiror), as of the date of this Agreement, Target is not currently 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 with any labor union; (b) any contract, lease or agreement creating any obligation of Target to pay to any third party $100,000 50,000 or more with respect to any single such contract or agreement; (c) any contract or agreement (which shall not include purchase orders in the ordinary course of business) for the sale, license, lease or disposition of Target's products in excess of $100,00050,000; (d) any contract containing covenants directly or explicitly limiting in any material respect the freedom of Target to compete in any line of business or with any person or entity; (e) any material license agreement (as licensor or licensee); (f) any contract or agreement for the purchase of any leasehold improvements, equipment or fixed assets for a price in excess of $50,000; (g) 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; (h) any joint venture, partnership, manufacturing, development or supply agreement; (i) any employment contracts or agreements with officers, directors or stockholders of Target; (j) any stock redemption or purchase agreements or other agreements affecting or relating to the capital stock of Target, including without limitation any agreement with any stockholder shareholder of Target which includes without limitation, anti-dilution rights, registration rights, voting arrangements or operating covenants, but excluding agreements evidencing options to purchase common stock to the extent such options are listed in Section 3.5(a)(ii) of the Target Disclosure Schedule; (k) any pension, profit sharing, retirement or stock options plans; (l) any agreement providing for the payment of any royalty, dividend or similar arrangement based on the revenues or profits of Target; (lm) any executory acquisition, merger or similar agreement; (mn) any material contract with a governmental body under which Target may have an obligation for renegotiation; (no) any sales representative or distributorship agreement; (op) any dealer, reseller, OEM, value added reseller, agency or franchise agreement; (pq) any agreement which requires prior approval in connection with a change in control of Target or which will be in default or which gives rise to termination rights following a change in control of Target; or (qr) any other material contract not executed in the ordinary course of business. All material contracts, agreements, leases and instruments to which Target is a party or by which Target is obligated are valid and are in full force and effect and constitute legal, valid and binding obligations of Target and are enforceable in accordance with their respective terms. Target has not received no Knowledge of any notice or threat to terminate any such agreements. Target is not in default in complying with any material provisions of any material contract, agreement or instrument, and to Knowledge of Target, no condition or event or fact exists which, with notice, lapse of time or both would constitute such a default thereunder on the part of Target. Except as specifically indicated on the Target Disclosure Schedule, none of the material contracts of Target provides for indemnification by Target of any third party. No claims have been made or, to Target's Knowledge, or threatened that would require indemnification by Target, and Target has not paid any amounts to indemnify any third party as a result of indemnification requirements of any kind. Target shall be deemed to have "KNOWLEDGE" of a particular fact or matter if any officer of Target is actually aware of such fact or matter or if a prudent individual acting in the capacity of any such officer could be expected to discover or otherwise become aware of such fact or matter in the reasonably prudent conduct of his duties and responsibilities.

Certain Contracts and Arrangements. Except as set forth in Section 3.15 2.13 of the Target Disclosure Schedule (with true and correct copies delivered provided to Acquiror or its counsel)the Investors) and for the transactions comprising the Restructuring, as none of the date of this Agreement, Target IPG Entities is not currently 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 with involving a potential commitment or payment by any labor unionof the IPG Entities in excess of $50,000; (b) any contract, lease or agreement creating which is not cancelable by any obligation of Target to pay to any third party the IPG Entities without penalty on not less than ninety (90) days notice in excess of $100,000 or more with respect to any single such contract or agreement50,000; (c) any contract or agreement (which shall not include purchase orders in the ordinary course of business) for the sale, license, lease or disposition of Target's products in excess of $100,000; (d) any contract containing covenants directly or explicitly limiting in any material respect the freedom of Target any of the IPG Entities to compete in any line of business or with any person or entity; (e) any material license agreement (as licensor or licensee); (fd) any contract or agreement for relating to the purchase licensing, distribution, development, purchase, sale or servicing of any leasehold improvements, equipment or fixed assets for a price its software and hardware products except in excess the ordinary course of $50,000business consistent with past practices; (ge) 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; (h) any joint venture, partnership, manufacturing, development or supply agreement; (if) any employment contracts contracts, non-competition agreements or other agreements with present or former officers, directors or stockholders employees of Targetany of the IPG Entities or persons affiliated with such persons; (jg) any stock redemption or purchase agreements or other agreements affecting or relating to the capital stock of Targetany of the IPG Entities, including including, without limitation limitation, any agreement with any stockholder any of Target the IPG Entities which includes without limitation, anti-dilution rights, registration rights, voting arrangements arrangements, operating covenants or operating covenants, but excluding agreements evidencing options to purchase common stock to the extent such options are listed in Section 3.5(a)(ii) of the Target Disclosure Schedulesimilar provisions; (kh) any agreement providing for the payment of pension, profit sharing, retirement or stock options plans; (i) any royalty, dividend or similar arrangement based on the revenues or profits of Targetany of the IPG Entities or any contract or agreement involving fixed price or fixed volume arrangements; (lj) any executory joint venture, partnership, manufacturer, development or supply agreement; (k) any acquisition, merger or similar agreement; (ml) any material contract with a any governmental body under which Target may have an obligation for renegotiation; (n) any sales representative or distributorship agreement; (o) any dealer, reseller, OEM, value added reseller, agency or franchise agreement; (p) any agreement which requires prior approval in connection with a change in control of Target or which will be in default or which gives rise to termination rights following a change in control of Targetentity; or (qm) any other material contract not executed in the ordinary course of business. All material such contracts, agreements, leases and instruments to which Target is a party or by which Target is obligated are valid and are in full force and effect and constitute legal, valid and binding obligations of Target and the respective IPG Entity and, are enforceable by the respective IPG Entity in accordance with their respective terms. Target The Company has not received no knowledge of any notice or threat to terminate any such contracts, agreements, leases or instruments, which termination would reasonably be expected to have a Material Adverse Effect. Target Neither any of the respective IPG Entities nor, to the knowledge of the Company, any other party is not in default in complying with any material provisions of any material such contract, agreement agreement, lease or instrument, and and, to the knowledge of any of the respective IPG Entities, no condition or event or fact exists which, with notice, lapse of time or both both, would constitute such a default thereunder on the part of Target. No claims any of the respective IPG Entities, except for any such default, condition, event or fact that, individually or in the aggregate, would not reasonably be expected to have been made or, to Target's Knowledge, threatened that would require indemnification by Target, and Target has not paid any amounts to indemnify any third party as a result of indemnification requirements of any kindMaterial Adverse Effect.

Certain Contracts and Arrangements. Except as set forth in Section 3.15 of the Target Disclosure Schedule 2.13 hereto (with true and correct copies delivered to Acquiror or its counselthe Investors), as of the date of this Agreement, Target Company is not currently 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 with any labor union; (b) any contract, lease or agreement creating any obligation of Target the Company to pay to any third party $100,000 50,000 or more with respect to any single such contract or agreement; (c) any contract or agreement (which shall not include purchase orders in the ordinary course of business) for the sale, license, lease or disposition of Target's products in excess of $100,000; (d) any contract containing covenants directly or explicitly limiting in any material respect the freedom of Target the Company to compete in any line of business or with any person or entity; (e) any material license agreement (as licensor or licensee); (f) any contract or agreement for the purchase of any leasehold improvements, equipment or fixed assets for a price in excess of $50,000100,000; (g) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing in excess of $50,000 100,000 or any pledge or security arrangement; (h) 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 contracts, or material agreements with officers, directors directors, employees or stockholders shareholders of Targetthe Company or persons or organizations related to or affiliated with any such persons; (jk) any stock redemption or purchase agreements or other agreements affecting or relating to the capital stock of Targetthe Company, including without limitation any agreement with any stockholder shareholder of Target the Company which includes without limitation, anti-dilution rights, registration rights, voting arrangements arrangements, operating covenants or operating covenants, but excluding agreements evidencing options to purchase common stock to the extent such options are listed in Section 3.5(a)(ii) of the Target Disclosure Schedulesimilar provisions; (kl) any agreement providing for the payment of pension, profit sharing, retirement or stock options plans; (m) any royalty, dividend or similar arrangement based on the revenues or profits sales volume of Targetthe Company; (ln) any executory acquisition, merger or similar agreement; (mo) any material contract with a governmental body under which Target the Company may have an obligation for renegotiation; (n) any sales representative or distributorship agreement; (o) any dealer, reseller, OEM, value added reseller, agency or franchise agreement; (p) any agreement which requires prior approval in connection with a change in control any shareholder of Target the Company or which will be in default or which gives rise to termination rights following a change in control any affiliate of Targetany shareholder; or (q) any other material contract not executed in the ordinary course of business. All material contracts, agreements, leases of the Company's contracts and instruments to which Target is a party or by which Target is obligated are valid and commitments are in full force and effect and constitute legalneither the Company, valid and binding obligations nor, to the knowledge of Target and are enforceable in accordance with their respective terms. Target has not received the Company, any notice or threat to terminate any such agreements. Target other party is not in default in complying with thereunder (nor, to the knowledge of the Company, has any material provisions of any material contract, agreement or instrument, and no condition or event or fact exists which, occurred which with notice, lapse of time or both would constitute such 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 Target. No claims have been made or, to Target's Knowledge, threatened that would require indemnification by Targetoperations or prospects of the Company, and Target the Company has not paid any amounts to indemnify any third party as a result of indemnification requirements received notice of any kindalleged default under any such contract, agreement, understanding or commitment.

Certain Contracts and Arrangements. Except as set forth in Section 3.15 5.9 of the Target Buyer's Disclosure Schedule (with true and correct copies delivered to Acquiror or its counselthe Investor), as of the date of this Agreement, Target Buyer is not currently 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 with any labor union; (b) any contract, lease or agreement creating any obligation of Target the Buyer (contingent or otherwise) to pay to any third party USD $100,000 or more with respect to any single such contract or agreement; (c) any contract or agreement (which shall not include purchase orders in the ordinary course of business) for the sale, license, lease or disposition of Target's products or services in excess of USD $100,000; (d) any contract containing covenants directly or explicitly limiting in any material respect the freedom of Target the Buyer to compete in any line of business or with any person or entity; (e) any material license agreement (as licensor or licensee); (f) any contract or agreement for the purchase of any leasehold improvements, equipment or fixed assets for a price in excess of USD $50,000100,000; (g) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing in excess of USD $50,000 100,000 or any pledge or security arrangement; (h) any material joint venture, partnership, manufacturing, development or supply manufacturing agreement; (i) any employment contracts endorsement or agreements with officersany other advertising, directors promotional or stockholders of Targetmarketing agreement; (j) any stock redemption employment contracts, or purchase agreements with officers, directors, employees or other agreements affecting stockholders of the Buyer or relating persons or organizations related to the capital stock of Target, including without limitation any agreement or affiliated with any stockholder of Target which includes without limitation, anti-dilution rights, registration rights, voting arrangements or operating covenants, but excluding agreements evidencing options to purchase common stock to the extent such options are listed in Section 3.5(a)(ii) of the Target Disclosure Schedulepersons; (k) any agreement providing for pension, profit sharing, retirement (other than the payment of any royaltyBuyer's 401(k) plan), dividend stock option, phantom stock or similar arrangement based on the revenues or profits of Targetother equity incentive plans; (l) any executory arrangement relating to any royalty payments to employees, customers or independent contractors based on the sales volume of the Buyer; (m) any acquisition, merger or similar agreement;; or (mn) any material contract with a governmental body under which Target the Buyer may have an obligation for renegotiation; . Except as set forth in Section 5.9 of the Buyer's Disclosure Schedule, (ni) any sales representative or distributorship agreement; (o) any dealer, reseller, OEM, value added reseller, agency or franchise agreement; (p) any agreement which requires prior approval in connection with a change in control each of Target or which will be in default or which gives rise to termination rights following a change in control of Target; or (q) any other material contract not executed in the ordinary course of business. All material contracts, agreements, leases Buyer's contracts and instruments to which Target commitments is a party or by which Target is obligated are valid and are in full force and effect and constitute legalis valid, valid binding and binding obligations of Target and are enforceable in accordance with their respective terms. Target has not received any its terms as to the Buyer and, to the knowledge of the Buyer, as to each other party thereto; (ii) there exists no material breach or material default (or event that with notice or threat to terminate any such agreements. Target is not in default in complying with any material provisions of any material contract, agreement or instrument, and no condition or event or fact exists which, with notice, lapse of time or both would constitute such a default thereunder material breach or material default) on the part of Target. No claims have been made the Buyer or, to Targetthe knowledge of the Buyer, on the part of any other party under any of the Buyer's Knowledgecontracts or commitments, threatened except to the extent that any such breach or default would require indemnification by Target, and Target not have a Material Adverse Effect; (iii) the Buyer has not paid received a written notice of termination or default under any amounts of the Buyer's contracts or commitments; and (iv) as of the date of this Agreement, no party to indemnify an agreement under which the Buyer acquired a substantial portion of its assets has asserted any third party as a result of claim for indemnification requirements under such agreement. The Buyer has not engaged in the past three (3) months in any discussion (i) with any representative of any kindcorporation or corporations regarding the merger of the Buyer with or into any such corporation or corporations, (ii) with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, 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 voting power of the Buyer would be disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the Buyer.

Certain Contracts and Arrangements. Except as set forth in Section 3.15 of the Target Disclosure Schedule 2.12 (with true and correct copies heretofore delivered to Acquiror or its counselBuyer), as of the date of this Agreement, Target is Companies are not currently a party or subject to or bound byby or a beneficiary of: (a) any plan or contract providing for collective bargaining or the like, or any contract or agreement with any labor union; (b) any contract, lease or agreement creating any obligation involving a payment or potential payment in excess of Target to pay to any third party $100,000 or more with respect to any single such contract or agreement20,000; (c) any contract or agreement (which shall not include purchase orders in the ordinary course of business) for the sale, licensecontract, lease or disposition of Target's products in excess of $100,000agreement which is not cancelable by any Company without penalty upon sixty (60) days’ notice or less; (d) any contract containing covenants directly or explicitly limiting in any material respect that limit the freedom of Target the Companies to compete in any line of business or with any person Person or entity; (e) any material license agreement (as licensor or licensee); (f) any contract or agreement for the purchase of any real property, leasehold improvements, equipment or fixed assets assets; (f) any contract, agreement, settlement or decree relating to the use, acquisition, license or transfer of any Company Intellectual Property Assets (as defined in Section 2.13(c) below), excluding licenses for a price in excess of $50,000off-the-shelf computer software; (g) 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; (h) any joint ventureventure or partnership agreement or other agreement which involves a sharing of revenues, partnershipprofits, manufacturinglosses, development costs or supply agreementliabilities of the Companies with any other Person; (i) any employment contracts contracts, non-competition agreements, or agreements with present or former officers, directors or stockholders employees of Targetthe Companies or Persons or organizations related to or affiliated with any such Persons, including any contracts providing for the payment of severance or other termination benefits; (j) any pension, profit sharing, retirement or stock redemption or purchase agreements or other agreements affecting or relating to the capital stock of Target, including without limitation any agreement with any stockholder of Target which includes without limitation, anti-dilution rights, registration rights, voting arrangements or operating covenants, but excluding agreements evidencing options to purchase common stock to the extent such options are listed in Section 3.5(a)(ii) of the Target Disclosure Scheduleoption plans; (k) any agreement providing for the payment of any royalty, dividend or similar arrangement with third Person based on the revenues sales volume of the Companies or profits of Targetany contract involving fixed price or fixed volume arrangements; (l) any executory acquisition, merger or similar agreement; (m) any material contract with a governmental body under which Target may have an obligation for renegotiationbody; (n) any sales representative or distributorship agreementoutstanding power of attorney; (o) any dealer, reseller, OEM, value added reseller, agency management service agreements or franchise agreement;arrangements with any affiliated or unaffiliated Persons or entities; or (p) any agreement which requires prior approval in connection with a change in control of Target or which will be in default or which gives rise to termination rights following a change in control of Target; or (q) Seller’s Knowledge, any other material contract not executed in the ordinary course of business. All material contracts, agreements, leases of such contracts and instruments to which Target is a party or by which Target is obligated are valid and agreements of the Companies are in full force and effect and constitute legalneither the Companies, valid and binding obligations nor, to the Knowledge of Target and are enforceable in accordance with their respective terms. Target has not received Seller, any notice or threat to terminate any such agreements. Target other party is not in default in complying thereunder with respect to any material provisions of said contracts and agreements (nor, to the Knowledge of Seller has any material contract, agreement or instrument, and no condition or event or fact exists which, occurred which with notice, lapse of time or both would constitute such a default thereunder on with respect to any material provisions of said contracts and agreements) and the part of Target. No claims Companies have been made or, to Target's Knowledge, threatened that would require indemnification by Target, and Target has not paid received any amounts to indemnify any third party as a result of indemnification requirements written notice of any kindsuch default under any such contracts or agreements.

Certain Contracts and Arrangements. Except as set forth in Section 3.15 of the Target Disclosure Schedule 2.12 attached hereto (with true and correct copies heretofore delivered or made available to Acquiror the Investors) or its counsel)as otherwise expressly contemplated hereby, as of the date of this Agreement, Target Company is not currently a party or subject to or bound by:by (and with respect to paragraph (f) below, the Company has not been a party or subject to or bound by within the last five (5) years): (a) any plan or contract providing for collective bargaining or the like, or any contract or agreement with any labor union; (b) any contract, lease or agreement creating any obligation of Target the Company to pay to any third party $100,000 or more with respect to any single such contract or agreement, which such contract, lease or agreement is not cancelable without penalty upon sixty (60) days' notice or less; (c) any contract or agreement (which shall not include purchase orders in the ordinary course of business) for the sale, license, lease or disposition of Target's products in excess of $100,000; (d) any contract or agreement for the marketing of products for services or a price in excess of $100,000; (e) any contract or agreement relating to the licensing, distribution, development, purchase, sale, maintenance or servicing of its software products, other than those that conform in all material respects to the Company's standard license agreements pursuant to which direct or indirect end-users of the Company's software products are granted the right to use such software products ("End-User Licenses"), representative forms of which have been delivered to the Investors; (f) any contract containing covenants directly or explicitly limiting in any material respect the freedom of Target the Company to compete in any line of business or with any person or entity; (eg) except for the End-User Licenses, any material license agreement (as licensor or licensee); (fh) any contract or agreement for the purchase of any leasehold improvements, equipment or fixed assets for a price in excess of $50,000100,000; (gi) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing in excess of $50,000 100,000 or any pledge or security arrangement; (hj) any joint venture, partnership, manufacturing, or development or supply agreement; (ik) any endorsement or any other advertising, promotional or marketing agreement; (l) any employment contracts contracts, non-competition agreements, or agreements with present or former (to the extent currently in force) officers, directors directors, employees or stockholders of Targetthe Company or persons or organizations related to or affiliated with any such persons; (jm) any stock redemption or purchase agreements or other agreements affecting or relating to the capital stock of Targetthe Company with any party other than an Investor as contemplated hereby, including including, without limitation limitation, any agreement with any stockholder of Target the Company which includes includes, without limitation, anti-dilution rights, registration rights, voting arrangements arrangements, operating covenants or operating covenants, but excluding agreements evidencing options to purchase common stock to the extent such options are listed in Section 3.5(a)(ii) of the Target Disclosure Schedulesimilar provisions; (kn) any agreement providing for pension, profit sharing, retirement or stock options plans; (o) except under the payment of Company's Incentive Compensation Program, any royalty, dividend or similar arrangement based on the revenues or profits sales volume of Targetthe Company; (lp) [Reserved] (q) any executory acquisition, merger or similar agreement; (mr) any material contract with a governmental body under which Target may have an obligation for renegotiationbody; (ns) any sales representative or distributorship agreementoutstanding power of attorney; (ot) any dealer, reseller, OEM, value added reseller, agency agreement with any stockholder or franchise agreementformer stockholder of the Company or any affiliate of any such stockholder; (pu) any agreement which requires prior approval in connection agreements with a change in control of Target independent contractors; (v) any administrative service agreements or which will be in default arrangements with any affiliated or which gives rise to termination rights following a change in control of Targetunaffiliated persons or entities; or (qw) any other material contract not executed in the ordinary course of business. All material contracts, agreements, leases of the contracts and instruments to which Target is a party or by which Target is obligated are valid and commitments of the Company are in full force and effect and constitute legalneither the Company, valid nor, to the best knowledge of the Company and binding obligations of Target and are enforceable in accordance with their respective terms. Target has not received the Founding Stockholders, any notice or threat to terminate any such agreements. Target other party is not in default in complying with thereunder (nor, to the best knowledge of the Company and the Founding Stockholders, has any material provisions of any material contract, agreement or instrument, and no condition or event or fact exists which, occurred which with notice, lapse of time or both would constitute such a default thereunder on thereunder), except to the part of Target. No claims extent that any such default would not have been made or, to Target's Knowledge, threatened that would require indemnification by Targeta Material Adverse Effect or is otherwise disclosed in Schedules hereto, and Target the Company has not paid any amounts to indemnify any third party as a result of indemnification requirements received notice of any kindalleged default under any such contract, agreement, understanding or commitment.