Common use of Commitments; Defaults Clause in Contracts

Commitments; Defaults. Except as set forth in Schedules attached hereto, Target has not entered into, and the Stock, the assets, and the business of Target are not bound by, whether or not in writing, (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 Target and any affiliate of Target; (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 Target; (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 agreement that involves either an unperformed commitment in excess of $5,000 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 3.33; (xvii) agreement providing for the purchase from a supplier of all or substantially all of the requirements of Target 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 Target. All of the foregoing items which are listed on the attached Schedules are hereinafter collectively referred to as the "Commitments." True, correct and complete copies of the written Commitments, and true, correct and complete written descriptions of any oral Commitments, have heretofore been delivered or made available to Parent. There are no material existing defaults, events of default or events, occurrences, acts or omissions which, with the giving of notice or lapse of time or both, would constitute material defaults by Target and no penalties have been incurred nor are amendments pending, with respect to the Commitments. 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, offsets or counterclaims have been asserted, or to the knowledge of Target may be made by any party thereto, nor has Target waived any rights thereunder. Target has not received notice of any default with respect to any Commitment.

Commitments; Defaults. Except as set forth in Schedules attached heretoSchedule 3.15, Target neither the Company nor any Subsidiary has not entered into, and nor are the Company Common Stock, the assets, and assets or the business of Target are not the Company or any Subsidiary 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 Target the Company and any affiliate of Targetthe 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 Targetthe Company; (xii) any agreement for the acquisition of services, supplies, equipment or other personal property and involving, involving more than $10,000 60,000 in the aggregate; (xiii) powers of attorney; (xiv) contracts containing noncompetition covenants; (xv) any other contract or agreement arrangement that involves either an unperformed commitment in excess of $5,000 60,000 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 3.333.29; (xvii) agreement providing for the purchase from a supplier of all or substantially all of the requirements of Target the Company 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 Targetthe Company or any Subsidiary. All of the foregoing items which are listed on the attached Schedules are hereinafter collectively referred to as the "Commitments." True, correct and complete copies of the written Commitments, and true, correct and complete written descriptions of any the oral Commitments, have heretofore been delivered or made available to Parent. There are no material existing defaults, events of default or events, occurrences, acts or omissions whichthat, with the giving of notice or lapse of time or both, would constitute material defaults by Target the Company or any Subsidiary, and no penalties have been incurred nor are amendments pending, with respect to the Commitments. The Commitments are in full force and effect and are valid and enforceable obligations of the parties thereto in accordance with their respective terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies, and no defenses, offsets off-sets or counterclaims have been assertedasserted or, or to the knowledge of Target the Company and Ladin, may be made by any party thereto, nor has Target the Company or any Subsidiary waived any rights thereunder. Target Neither the Company nor any Subsidiary has not received notice of any default with respect to any Commitment.