Common use of Commitments; Defaults Clause in Contracts

Commitments; Defaults. The Company has not entered into, nor are the Company Stock, the assets or the business of the Company bound by, whether or not in writing, any (i) partnership or joint venture agreement; (ii) deed of trust or other security agreement; (iii) guaranty or suretyship, indemnification or contribution agreement or performance bond; (iv) employment, consulting or compensation agreement or arrangement, including the election or retention in office of any director or officer; (v) labor or collective bargaining agreement; (vi) debt instrument, loan agreement or other obligation relating to indebtedness for borrowed money or money lent or to be lent to another; (vii) deed or other document evidencing an interest in or contract to purchase or sell real property; (viii) agreement with dealers or sales or commission agents, public relations or advertising agencies, accountants or attorneys; (ix) lease of real or personal property, whether as lessor, lessee, sublessor or sublessee; (x) agreement between the Company and any affiliate of the Company; (xi) agreement relating to any material matter or transaction in which an interest is held by a person or entity that is an affiliate of the Company; (xii) any agreement for the acquisition of services, supplies, equipment or other personal property and involving more than $10,000 in the aggregate; (xiii) powers of attorney; (xiv) contracts containing noncompetition covenants; (xv) any other contract or arrangement that involves either an unperformed commitment in excess of $10,000 or that terminates more than 30 days after the date hereof; (xvi) agreement relating to any material matter or transaction in which an interest is held by any person or entity referred to in Section 3.36; (xvii) agreement providing for the purchase from a supplier of all or substantially all of the requirements of the Company of a particular product or service; or (xviii) any other agreement or commitment not made in the ordinary course of business or that is material to the business or financial condition of the Company. All of the foregoing are hereinafter collectively referred to as the "Commitments." True, correct and complete copies of the written Commitments have heretofore been delivered or made available to Parent, and true, correct and complete written descriptions of the oral Commitments, are set forth on Schedule 3.13. There are no existing defaults, events of default or events, occurrences, acts or omissions that, with the giving of notice or lapse of time or both, would constitute defaults by the Company, and no penalties have been incurred nor are amendments pending, with respect to the Commitments, except as described in Schedule 3.13. The Commitments are in full force and effect and are valid and enforceable obligations of the parties thereto in accordance with their respective terms, and no defenses, off-sets or counterclaims have been asserted or, to the best knowledge of the Company and Shareholder, may be made by any party thereto, nor has the Company waived any rights thereunder. The Company has not received notice of any default with respect to any Commitment.

Commitments; Defaults. The Company Seller has not entered into, nor are the Company Stock, the assets Assets or the business of the Company Seller bound by, whether or not in writing, any : (i) partnership or joint venture agreement; ; (ii) deed of trust or other security agreement; ; (iii) guaranty or suretyship, indemnification or contribution agreement or performance bond; ; (iv) employment, consulting or compensation agreement or arrangement, including the election or retention in office of any director or officer; ; (v) labor or collective bargaining agreement; ; (vi) debt instrument, loan agreement or other obligation relating to indebtedness for borrowed money or money lent or to be lent to another; ; (vii) deed or other document evidencing an interest in or contract to purchase or sell real property; ; (viii) agreement with dealers or sales or commission agents, public relations or advertising agencies, accountants or attorneys; ; (ix) lease of real or personal property, whether as lessor, lessee, sublessor or sublessee; ; (x) agreement between the Company Seller and any affiliate of the Company; Seller; (xi) agreement relating to any material matter or transaction in which an interest is held by a person or entity that is an affiliate of the Company; Seller; (xii) any agreement for the acquisition of services, supplies, equipment or other personal property and involving more than $10,000 25,000 in the aggregate; ; (xiii) powers of attorney; ; (xiv) contracts containing noncompetition covenants; ; (xv) any other contract or arrangement that involves either an unperformed commitment in excess of $10,000 or that terminates more than 30 days after the date hereof; (xvi) agreement relating to any material matter or transaction in which an interest is held by any person or entity referred to in Section 3.36; 3.30; or (xvii) agreement providing for the purchase from a supplier of all or substantially all of the requirements of the Company of a particular product or service; or (xviiixvi) any other agreement or commitment not made in the ordinary course of business or that is material to the business or financial condition of the CompanySeller. All of the foregoing are hereinafter collectively referred to as the "Commitments." True, correct and complete copies of the written Commitments have heretofore been delivered or made available to ParentCommitments, and true, correct and complete written descriptions of the oral Commitments, are set forth on Schedule 3.13have heretofore been delivered or made available to Purchaser. There are no existing defaults, events of default or events, occurrences, acts or omissions that, with the giving of notice or lapse of time or both, would constitute defaults by the CompanySeller, and no penalties have been incurred nor are amendments pending, with respect to the Commitments, except as described in Schedule 3.13. The Commitments are in full force and effect and are valid and enforceable obligations of the parties thereto in accordance with their respective terms, and no defenses, off-sets or counterclaims have been asserted or, to the best knowledge of the Company and ShareholderSeller, may be made by any party thereto, nor has the Company Seller waived any rights thereunder. The Company Seller has not received notice of any default with respect to any Commitment.

Commitments; Defaults. The Except as set forth in Schedule 5.16, the Company has not entered into, nor are is the Company Capital Stock, the assets or the business of the Company bound by, whether or not in writing, any (i) partnership or joint venture agreement; (ii) deed of trust or other security agreement; (iii) guaranty or suretyship, indemnification or contribution agreement or performance bond; (iv) employment, consulting or compensation agreement or arrangement, including the election or retention in office of any director or officer; (v) labor or collective bargaining agreement; (vi) debt instrument, loan agreement or other obligation relating to indebtedness for borrowed money or money lent or to be lent to another; (vii) deed or other document evidencing an interest in or contract to purchase or sell real property; (viii) agreement with dealers or sales or commission agents, public relations or advertising agencies, accountants or attorneys; (ix) lease of real or personal property, whether as lessor, lessee, sublessor or sublessee; (xix) agreement between the Company and any affiliate of the Company; (xix) agreement relating to any material matter or transaction in which an interest is held by a person or entity that is an affiliate of the Company; (xiixi) any agreement for the acquisition of services, supplies, equipment or other personal property and involving more than $10,000 50,000 in the aggregate; (xiii) powers of attorney; (xiv) contracts containing noncompetition covenants; (xvxii) any other contract or arrangement that involves either an unperformed commitment in excess of $10,000 50,000 or that terminates more than 30 days after the date hereof; (xvi) agreement relating to any material matter or transaction in which an interest is held by any person or entity referred to in Section 3.36; (xviixiii) agreement providing for the purchase from a supplier of all or substantially all of the requirements of the Company of a particular product or service; or (xviiixiv) any other agreement or commitment not made in the ordinary course of business or that is material Material to the business or financial condition of the Company. All of the foregoing are hereinafter collectively referred to as the "Commitments." True, correct and complete copies of the written Commitments have heretofore been delivered or made available to ParentCommitments, and true, correct and complete written descriptions of the oral Commitments, are set forth on Schedule 3.13have heretofore been delivered or made available to the Purchasers. There are no existing defaults, events of default or events, occurrences, acts or omissions that, with the giving of notice or lapse of time or both, would constitute defaults by the Company, and no penalties have been incurred nor are amendments pending, with respect to the Commitments, except as described in Schedule 3.135.16. The Commitments are in full force and effect and are valid and enforceable obligations of the parties thereto in accordance with their respective termsterms and will continue in full force and effect and be valid and enforceable obligations of the Company after an Event of Default that results in the foreclosure of the common stock of the Company owned by Probex or the sale of all or substantially all of the assets of the Company, and no defenses, off-sets or counterclaims have been asserted or, to the best knowledge of the Company and ShareholderProbex, may be made by any party thereto, nor has the Company waived any rights thereunder, except as described in Schedule 5.16. The Company has not received notice of any default with respect to any Commitment.. Except as set forth in Schedule 5.16, none of the Commitments contains any change of control, assignment or other provision that would be triggered upon an Event of Default

Commitments; Defaults. The Company Except as set forth in Schedule 3.12(a), Seller has not entered into, nor are the Company Stock, the assets Assets or the business of the Company Seller bound by, whether or not in writing, any: (i) partnership or joint venture agreement; ; (ii) deed of trust or other security agreement; ; (iii) guaranty or suretyship, indemnification or contribution agreement or performance bond; ; (iv) employment, consulting or compensation agreement or arrangement, including the election or retention in office of any director or officer; ; (v) labor or collective bargaining agreement; ; (vi) debt instrument, loan agreement or other obligation relating to indebtedness for borrowed money or money lent or to be lent to another; ; (vii) deed or other document evidencing an interest in or contract to purchase or sell real property; ; (viii) agreement with dealers or sales or commission agents, public relations or advertising agencies, accountants or attorneys; ; (ix) lease of real or personal property, whether as lessor, lessee, sublessor or sublessee; ; (x) agreement between the Company Seller and any affiliate of the Company; Seller; (xi) agreement relating to any material matter or transaction in which an interest is held by a person or entity that is an affiliate of the Company; Seller; (xii) any agreement for the acquisition of services, supplies, equipment or other personal property and involving more than $10,000 25,000 in the aggregate; ; (xiii) powers of attorney; ; (xiv) contracts containing noncompetition covenants; ; (xv) any other contract or arrangement that involves either an unperformed commitment in excess of $10,000 or that terminates more than 30 days after the date hereof; (xvi) agreement relating to any material matter or transaction in which an interest is held by any person or entity referred to in Section 3.36; 3.30; or (xvii) agreement providing for the purchase from a supplier of all or substantially all of the requirements of the Company of a particular product or service; or (xviiixvi) any other agreement or commitment not made in the ordinary course of business or that is material to the business or financial condition of the CompanySeller. All of the foregoing are hereinafter collectively referred to as the "Commitments." True, correct and complete copies of the written Commitments have heretofore been delivered or made available to ParentCommitments, and true, correct and complete written descriptions of the oral Commitments, are set forth on Schedule 3.13have heretofore been delivered or made available to Purchaser. There are no existing defaults, events of default or events, occurrences, acts or omissions that, with the giving of notice or lapse of time or both, would constitute defaults by the CompanySeller, and no penalties have been incurred nor are amendments pending, with respect to the Commitments, except as described in Schedule 3.133.12(a). The Commitments are in full force and effect and are valid and enforceable obligations of the parties thereto in accordance with their respective terms, and no defenses, off-sets or counterclaims have been asserted or, to the best knowledge of the Company and ShareholderSeller, may be made by any party thereto, nor has the Company Seller waived any rights thereunder. The Company Seller has not received notice of any default with respect to any Commitment.

Commitments; Defaults. The Company has not entered into, nor are the Company Stock, the assets Assets or the business of the Company bound by, whether or not in writing, any : (i) partnership or joint venture agreement; ; (ii) deed of trust or other security agreement; ; (iii) guaranty or suretyship, indemnification or contribution agreement or performance bond; ; (iv) employment, consulting or compensation agreement or arrangement, including the election or retention in office of any director or officer; ; (v) labor or collective bargaining agreement; ; (vi) debt instrument, loan agreement or other obligation relating to indebtedness for borrowed money or money lent or to be lent to another; ; (vii) deed or other document evidencing an interest in or contract to purchase or sell real property; ; (viii) agreement with dealers or sales or commission agents, public relations or advertising agencies, accountants or attorneys; ; (ix) lease of real or personal property, whether as lessor, lessee, sublessor or sublessee; ; (x) agreement between the Company and and/or the M▇▇▇▇▇ Group or any affiliate of the Company; their affiliates; (xi) agreement relating to any material matter or transaction in which an interest is held by a person or entity that is an affiliate of the Company; ; (xii) any agreement for the acquisition of services, supplies, equipment or other personal property and involving more than $10,000 5,000 in the aggregate; ; (xiii) powers of attorney; ; (xiv) contracts containing noncompetition covenants; ; (xv) any other contract or arrangement that involves either an unperformed commitment in excess of $10,000 or that terminates more than 30 days after the date hereof; (xvi) agreement relating to any material matter or transaction in which an interest is held by any person or entity referred to in Section 3.36; 3.30; or (xvii) agreement providing for the purchase from a supplier of all or substantially all of the requirements of the Company of a particular product or service; or (xviiixvi) any other agreement or commitment not made in the ordinary course of business or that is material to the business or financial condition of the Company. All of the foregoing are hereinafter collectively referred to as the "“Commitments." ” True, correct and complete copies of the written Commitments have heretofore been delivered or made available to ParentCommitments, and true, correct and complete written descriptions of the oral Commitments, are set forth on Schedule 3.13have heretofore been delivered or made available to Purchaser. There are no existing defaults, events of default or events, occurrences, acts or omissions that, with the giving of notice or lapse of time or both, would constitute defaults by the CompanySeller, and no penalties have been incurred nor are amendments pending, with respect to the Commitments, except as described in Schedule 3.133.12(a). The Commitments are in full force and effect and are valid and enforceable obligations of the parties thereto in accordance with their respective terms, and no defenses, off-sets or counterclaims have been asserted or, to the best knowledge of the Company and ShareholderCompany, may be made by any party thereto, nor has the Company waived any rights thereunder. The Neither the Company has not nor the M▇▇▇▇▇ Group have received notice of any default with respect to any Commitment.