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 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 Mxxxxx 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 Mxxxxx Group have received notice of any default with respect to any Commitment.

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 intoAny of the following to which InSystems is a party or is bound by, nor are the Company Stock, or which the assets or the business of the Company InSystems are bound by, whether or not in writing, anyare listed in the InSystems Disclosure Schedules (collectively “Commitments”): (ia) any partnership or joint venture agreement; (iib) deed of trust or other security agreement; (iii) any guaranty or suretyship, indemnification or contribution agreement or performance bond, other than indemnification provisions in agreements with InSystems’ customers; (ivc) 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 anotheranother other than supply arrangements that extend trade credit to InSystems; (viid) deed or other document evidencing an interest in or any contract to purchase or sell real property; (viiie) any agreement with dealers or sales or commission agents, public relations or advertising agencies, accountants or attorneysattorneys (other than in connection with this Agreement and the transactions contemplated hereby) involving total payments within any 12 month period in excess of $50,000 and which is not terminable on 30 days’ notice or without penalty; (ixf) lease any agreement 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 InSystems relating to any material matter or transaction in which an interest is held by a person or entity that is an affiliate Affiliate of the CompanyInSystems or any Shareholder; (xiig) any agreement for the acquisition by InSystems of services, supplies, equipment equipment, inventory, fixtures or other personal property and involving payments totaling more than $10,000 50,000, other than the expenses referred to in the aggregateSection 2.5; (xiiih) any agreement reasonably expected to generate at least $50,000 in revenue to InSystems; (i) any powers of attorney; (xivj) any contracts containing noncompetition covenantscovenants which limit the freedom of InSystems to compete in any line of business or transfer or move any of its assets or operations; (xvk) any other contract and all contracts under which InSystems is authorized to distribute or arrangement that involves either an unperformed commitment resell products owned or maintained by any third party; (l) any and all contracts under which any third party is authorized to distribute, resell or represent InSystems products; (i) all leases of real property and (ii) leases of personal property involving rental payments within any 12 month period in excess of $10,000 50,000, in either case to which InSystems is a party, either as lessor 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 servicelessee; or (xviiin) any other agreement or commitment not made in and all contracts providing for the ordinary course escrow of business or software, including source code, that is material proprietary to the business or financial condition of the CompanyInSystems. All of the foregoing are hereinafter collectively referred to as the "Commitments." True, correct and complete copies of the all written Commitments have heretofore been delivered or made available to ParentCommitments, and true, correct and complete written descriptions of the all oral Commitments, are set forth on Schedule 3.13have heretofore been delivered or made available to SRC. There are no existing or asserted 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 InSystems or, to the CompanyKnowledge of InSystems, and no any other party to a Commitment, provided, however that this sentence shall not apply to those Commitments described in subsection (h) above. No penalties have been incurred nor are amendments pending, pending with respect to the Commitments, except as described in Schedule 3.13. The Commitments set forth on InSystems’ Disclosure Schedule 4.15.1(o) are in full force and effect and are valid and enforceable obligations of InSystems and, to InSystems’ Knowledge, the other parties thereto thereto, in accordance with their respective terms, and no except as may be limited by the qualifications in Exhibit 4.15.1(o) or applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar Laws now or hereafter in effect affecting creditors’ rights generally or the availability of equitable remedies. No defenses, off-sets or counterclaims have been asserted or, to the best knowledge of the Company and ShareholderInSystems’ Knowledge, may be made by any party theretoto the Commitments set forth on InSystems Disclosure Schedule 4.15.1(o) (other than InSystems), nor has the Company InSystems waived any rights thereunder. The Company has not received notice of any default with respect to any Commitment.

Commitments; Defaults. The Company Except as set forth in Exhibit “B” attached hereto (“Commitments”), SBBD has not entered intointo any other commitments, nor are the Company is SBBD’s Common Stock, the assets assets, or the business of the Company SBBD bound by, whether or not in writing, anyany other: (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 SBBD and any affiliate of the CompanySBBD; (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 CompanySBBD; (xii) any agreement for the acquisition of services, supplies, equipment or other personal property and involving more than $10,000 100,000 in the aggregate; (xiii) powers of attorney; (xiv) contracts containing noncompetition non-competition covenants; (xv) any other contract or arrangement that involves either an unperformed commitment in excess of $10,000 100,000 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 3.36entity; (xvii) agreement providing for the purchase from a supplier of all or substantially all of the requirements of the Company SBBD or any Subsidiary 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 "CommitmentsSBBD or any Subsidiary." 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.