Common use of Certain Material Contracts Clause in Contracts

Certain Material Contracts. (a) Schedule 3.18(a) to the Company Disclosure Schedule lists each agreement and arrangement (whether written or oral and including all amendments thereto) to which the Company or any of its subsidiaries is a party or a beneficiary or by which the Company or any of its subsidiaries is bound that is material, directly or indirectly, to the business of the Company and any of its subsidiaries, taken as a whole (collectively, the "Material Contracts"), including without limitation (i) any supply, distribution or other agreements or arrangements pursuant to which the Company or its subsidiaries sell or distribute any products or services and which is not cancelable within 30 days notice without penalty; (ii) any warranty agreements or arrangements under which the Company or any of its subsidiaries has any liability with a value in excess of $50,000; (iii) any capital or operating leases or conditional sales agreements relating to vehicles or equipment with a value in excess of $50,000; (iv) any agreements or arrangements pursuant to which the Company or any of its subsidiaries is entitled or obligated to acquire any assets from a third party in excess of $50,000; (v) insurance policies; (vi) any employment, consulting, noncompetition, separation, collective bargaining, union or labor agreements or arrangements; (vii) any agreement evidencing, securing or otherwise relating to any indebtedness for which the Company or any of its subsidiaries has any liability in excess of $50,000, (viii) any agreement with or for the benefit of any stockholder, director, officer or employee of the Company or any of its subsidiaries, or any affiliate or family member thereof; and (ix) any other agreement or arrangement pursuant to which the Company or any of its subsidiaries could be required to make or be entitled to receive aggregate payments in excess of $50,000 and which is not cancelable within 30 days notice without penalty. (b) The Company and its subsidiaries have performed in all material respects all of their obligations under each Material Contract and there exists no material breach or default (or event that with notice or lapse of time would constitute a material breach or default) under any Material Contract. (c) On the date hereof and on the Closing Date, each Material Contract will be valid, binding and in full force and effect and enforceable in accordance with its respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting the enforcement of creditors' rights generally and subject to general principles of equity. There has been no termination or, to the Company's knowledge, threatened termination or notice of default under any Material Contract. The Company has delivered to Parent a copy of each written Material Contract. (d) Except as set forth in Schedule 3.18(d) to the Company Disclosure Schedule, no consent of any person is required in connection with the transactions contemplated by this Agreement in order to preserve the rights of the Company or any of its subsidiaries under or to prevent any disadvantage to the Company or any of its subsidiaries in respect of any Material Contract after the Effective Time. All consents set forth on such Schedule 3.18(d) will be obtained prior to the Closing Date.

Certain Material Contracts. (a) Schedule 3.18(a3.20(a) to the Company Disclosure Schedule lists each agreement of the following agreements and arrangement arrangements (whether written or oral and including all amendments thereto) to which the Company or any of its subsidiaries is a party or a beneficiary or by which the Company or any of its subsidiaries is bound that is are material, directly or indirectly, to the business of the Company and any of its subsidiaries, taken as a whole (collectively, the "Material Contracts"), including without limitation (i) any supply, distribution or other agreements or arrangements pursuant to which the Company or its subsidiaries sell or distribute any products or services and which is not cancelable within 30 days notice without penaltypenalty that reasonably could be expected to result in fiscal year 1997 or 1998 revenues in excess of $5,000,000; (ii) any warranty agreements or arrangements under which the Company or any of its subsidiaries has any liability with a value in excess of $50,000250,000; (iii) any capital or operating leases or conditional sales agreements relating to vehicles or equipment with a value in excess of $50,000250,000; (iv) any agreements or arrangements pursuant to which the Company or any of its subsidiaries is entitled or obligated to acquire any assets from a third party in excess of $50,000250,000; (v) material insurance policiespolicies currently in effect; (vi) any employment, consulting, noncompetition, separation, collective bargaining, union or labor agreements or arrangements; (vii) any agreement evidencing, securing or otherwise relating to any indebtedness for which the Company or any of its subsidiaries has any liability in excess of $50,000250,000, (viiivii) any agreement with or for the benefit of any stockholder, director, officer or employee of the Company or any of its subsidiaries, or any affiliate or family member thereofthereof (other than employee benefit plans, benefit arrangements and other compensatory arrangements referred to in Section 3.10); and (ixviii) any other agreement or arrangement (other than contracts for the purchase or sale of goods or services in the ordinary course of business in connection with the performance of the Company's contracts) pursuant to which the Company or any of its subsidiaries could be required to make or be entitled to receive aggregate payments in excess of $50,000 250,000 and which is not cancelable within 30 days notice without penalty. (b) The Company and its subsidiaries have performed in all material respects all of their obligations under each Material Contract and there exists no material breach or default (or event that with notice or lapse of time would constitute a material breach or default) under any Material Contract, except as could not reasonably be expected to have a Company Material Adverse Effect. (c) On Except as set forth in Schedule 3.20 of the Company Disclosure Schedule, on the date hereof and on the Closing Date, each Material Contract will be is valid, binding and in full force and effect and enforceable in accordance with its respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting the enforcement of creditors' rights generally and subject to general principles of equity. There has been no termination or, to the Company's knowledge, threatened termination or notice of default under any Material Contract. The Company has delivered to Parent a copy of each written Material Contract. (d) Except as set forth in Schedule 3.18(d) to the Company Disclosure Schedule, no consent of any person is required in connection with the transactions contemplated by this Agreement in order to preserve the rights of the Company or any of its subsidiaries under or to prevent any disadvantage to the Company or any of its subsidiaries in respect of any Material Contract after the Effective Time. All consents set forth on such Schedule 3.18(d) will be obtained prior to the Closing Date.and

Certain Material Contracts. (a) Schedule 3.18(aSECTION 3.16(a) to of the Company Disclosure Schedule lists each agreement and arrangement (whether written or oral and including all amendments thereto) to which the Company or any of its subsidiaries is a party or a beneficiary or by which the Company or any of its subsidiaries is bound that is material, directly or indirectly, to the business of the Company and any of its subsidiaries, taken as a whole (collectively, the "Material Contracts"), including without limitation (i) any supplyadvertising, distribution promotion, consulting or other services agreements or arrangements pursuant to which the Company or its subsidiaries sell or distribute any products or services and which is not cancelable within 30 days notice without penaltyearns revenue; (ii) any warranty supply or services agreements or arrangements under pursuant which the Company or any of its subsidiaries has any liability with a value in excess of $50,000; (iii) any capital or operating leases or conditional sales agreements relating to vehicles or equipment with a value in excess of $50,000; (iv) any agreements or arrangements pursuant to which the Company or any of its subsidiaries is entitled or obligated to acquire any assets or services from a third party in excess of $50,000any person; (viii) any insurance policies; (viiv) any employment, consulting, noncompetition, separation, collective bargaining, union or labor agreements or arrangements; (viiv) any agreement evidencing, securing securing, guarantying or otherwise relating to any indebtedness for which the Company or any of its subsidiaries has any liability in excess of $50,000Liability, (viiivi) any agreement with or for the benefit of any stockholder, director, officer or employee Stockholder of the Company or any of its subsidiariesCompany, or any affiliate or family member thereofthereof (which agreements are specifically identified as such in SECTION 3.16(a) of the Company Disclosure Schedule); (vii) any capital or operating leases or conditional sales agreements relating to vehicles or equipment; and (ixviii) any other agreement or arrangement pursuant to which the Company or any of its subsidiaries could be required to make or be entitled to receive aggregate payments in excess of $50,000 and which is not cancelable within 30 days notice without penalty50,000. (b) The Company and its subsidiaries have has performed in all material respects all of their its obligations under each Material Contract and there exists no material breach or default (or event that with notice or lapse of time would constitute a material breach or default) under any Material Contract, except for such breaches or defaults that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Company. (c) On the date hereof and on the Closing Date, each Each Material Contract will be is valid, binding and in full force and effect and and, to the knowledge of the Company, enforceable in accordance with its respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting the enforcement of creditors' rights generally and subject to general principles of equity. There has been no termination or, to the Company's knowledge, threatened termination or notice of default under any Material Contract. The Company has delivered to Parent a copy of each written Material Contract and a written summary of the material terms of each oral Material Contract. (d) Except as set forth in Schedule 3.18(d) to the Company Disclosure Schedule, no consent of any person is required in connection with the transactions contemplated by this Agreement in order to preserve the rights of the Company or any of its subsidiaries under or to prevent any disadvantage to the Company or any of its subsidiaries in respect of any Material Contract after the Effective Time. All consents set forth on such Schedule 3.18(d) will be obtained prior to the Closing Date.

Certain Material Contracts. (a) Schedule 3.18(a) to the Company Disclosure Schedule 3.16 lists each agreement and arrangement (whether written or oral and including all amendments thereto) to which the Company or any of its subsidiaries is a party or a beneficiary or by which the Company or any of its subsidiaries is bound that is material, directly or indirectly, to the business of the Company and any of its subsidiaries, taken as a whole (collectively, the "Material Contracts"), including without limitation (i) any supplylicensing, distribution advertising, promotion, consulting or other services agreements or arrangements pursuant to which the Company or its subsidiaries sell or distribute any products or services and which is not cancelable within 30 days notice without penaltyearns revenue; (ii) any warranty licensing, supply, or services agreements or arrangements under pursuant which the Company is entitled or obligated to acquire any of its subsidiaries has assets or services from any liability with a value in excess of $50,000person; (iii) any insurance policies; (iv) any employment, consulting, non-competition, separation, collective bargaining, union or labor agreements or arrangements; (v) any agreement evidencing, securing, guarantying or otherwise relating to any indebtedness for which the Company has any Liability, (vi) any agreement with or for the benefit of any Stockholder of the Company, or any affiliate or family member thereof (which agreements are specifically identified as such in Schedule 3.16); (vii) any capital or operating leases or conditional sales agreements relating to vehicles or equipment with a value in excess of $50,000; (iv) any agreements or arrangements pursuant to which the Company or any of its subsidiaries is entitled or obligated to acquire any assets from a third party in excess of $50,000; (v) insurance policies; (vi) any employment, consulting, noncompetition, separation, collective bargaining, union or labor agreements or arrangements; (vii) any agreement evidencing, securing or otherwise relating to any indebtedness for which the Company or any of its subsidiaries has any liability in excess of $50,000, (viii) any agreement with or for the benefit of any stockholder, director, officer or employee of the Company or any of its subsidiaries, or any affiliate or family member thereofequipment; and (ixviii) any other agreement or arrangement pursuant to which the Company or any of its subsidiaries could be required to make or be entitled to receive aggregate payments in excess of $50,000 and which is not cancelable within 30 days notice without penalty50,000. (b) The Except as set forth in Schedule 3.16, the Company and its subsidiaries have has performed in all material respects all of their its obligations under each Material Contract and there exists no material breach or default (or event that with notice or lapse of time would constitute a material breach or default) under any Material Contract. (c) On Except as set forth on Schedule 3.16 (and, with respect to the date hereof six Software Development, License and Co-Branding Agreements listed on Schedule 3.16, as related to the Closing Datenotice of assignment requirements of such agreements), each Material Contract will be is valid, binding and in full force and effect and enforceable in accordance with its respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting the enforcement of creditors' rights generally and subject to general principles of equity. There has been no termination or, to the Company's knowledge, threatened termination or notice of default under any Material Contract. The Except as set forth on Schedule 3.16, the Company has delivered to Parent Buyer a copy of each written Material Contract. (d) Except as set forth in Schedule 3.18(d) to the Company Disclosure Schedule, no consent of any person is required in connection with the transactions contemplated by this Agreement in order to preserve the rights of the Company or any of its subsidiaries under or to prevent any disadvantage to the Company or any of its subsidiaries in respect of any Material Contract after the Effective Time. All consents set forth on such Schedule 3.18(d) will be obtained prior to the Closing Date.

Certain Material Contracts. (a) Schedule 3.18(a) to the Company Disclosure Schedule 3.16 lists each agreement and arrangement (whether written or oral and including all amendments thereto) to which the Company or any of its subsidiaries is a party or a beneficiary or by which the Company or any of its subsidiaries is bound that is material, directly or indirectly, to the business of the Company and any of its subsidiaries, taken as a whole (collectively, the "Material Contracts"), including without limitation (i) any supplylicensing, distribution advertising, promotion, consulting or other services agreements or arrangements pursuant to which the Company or its subsidiaries sell or distribute any products or services and which is not cancelable within 30 days notice without penaltyearns revenue; (ii) any warranty licensing, supply, or services agreements or arrangements under pursuant which the Company is entitled or obligated to acquire any of its subsidiaries has assets or services from any liability with a value in excess of $50,000person; (iii) any insurance policies; (iv) any employment, consulting, non-competition, separation, collective bargaining, union or labor agreements or arrangements; (v) any agreement evidencing, securing, guarantying or otherwise relating to any indebtedness for which the Company has any Liability, (vi) any agreement with or for the benefit of any Stockholder of the Company, or any affiliate or family member thereof (which agreements are specifically identified as such in Schedule 3.16); (vii) any capital or operating leases or conditional sales agreements relating to vehicles or equipment with a value in excess of $50,000; (iv) any agreements or arrangements pursuant to which the Company or any of its subsidiaries is entitled or obligated to acquire any assets from a third party in excess of $50,000; (v) insurance policies; (vi) any employment, consulting, noncompetition, separation, collective bargaining, union or labor agreements or arrangements; (vii) any agreement evidencing, securing or otherwise relating to any indebtedness for which the Company or any of its subsidiaries has any liability in excess of $50,000, (viii) any agreement with or for the benefit of any stockholder, director, officer or employee of the Company or any of its subsidiaries, or any affiliate or family member thereofequipment; and (ixviii) any other agreement or arrangement pursuant to which the Company or any of its subsidiaries could be required to make or be entitled to receive aggregate payments in excess of $50,000 and which is not cancelable within 30 days notice without penalty50,000. (b) The Company and its subsidiaries have has performed in all material respects all of their its obligations under each Material Contract and there exists no material breach or default (or event that with notice or lapse of time would constitute a material breach or default) under any Material Contract. (c) On the date hereof and on the Closing Date, each Each Material Contract will be is valid, binding and in full force and effect and enforceable in accordance with its respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting the enforcement of creditors' rights generally and subject to general principles of equity. There has been no termination or, to the Company's knowledge, threatened termination or notice of default under any Material Contract. The Company has delivered to Parent Buyer a copy of each written Material Contract and a written summary of the material terms of each oral Material Contract. (d) Except as set forth in Schedule 3.18(d) to the Company Disclosure Schedule, no consent of any person is required in connection with the transactions contemplated by this Agreement in order to preserve the rights of the Company or any of its subsidiaries under or to prevent any disadvantage to the Company or any of its subsidiaries in respect of any Material Contract after the Effective Time. All consents set forth on such Schedule 3.18(d) will be obtained prior to the Closing Date.