Common use of Commitments; Defaults Clause in Contracts

Commitments; Defaults. Any of the following as to which the Company is a party or is bound by, or which any of the shares of Company Capital Stock are subject to, or which the assets or the business of the Company are bound by, whether or not in writing, are listed in the Company Disclosure Schedules (collectively "Commitments"): 3.15.1.1 any partnership or joint venture agreement; 3.15.1.2 any guaranty or suretyship, indemnification or contribution agreement or performance bond; 3.15.1.3 any debt instrument, loan agreement or other obligation relating to indebtedness for borrowed money or money lent or to be lent to another; 3.15.1.4 any contract to purchase real property; 3.15.1.5 any agreement with dealers or sales or commission agents, public relations or advertising agencies, accountants or attorneys (other than in connection with this Agreement and the transactions contemplated hereby) involving total payments within any 12 month period in excess of $5,000 and which is not terminable on 30 days' notice or without penalty; 3.15.1.6 any 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 or any Stockholder; 3.15.1.7 any agreement for the acquisition of services, supplies, equipment, inventory, fixtures or other property involving more than $5,000 in the aggregate; 3.15.1.8 any powers of attorney; 3.15.1.9 any contracts containing noncompetition covenants; 3.15.1.10 any 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 3.15.1.11 any other agreement or commitment not made in the ordinary course of business or that is material to the business, operations, condition (financial or otherwise) or results of operations of the Company. True, correct and complete copies of the written Commitments, and true, correct and complete written descriptions of the oral Commitments, have heretofore been delivered or made available to Acquiror. 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 the

Commitments; Defaults. Any of the following as to which the Company is a party or is bound by, or which any of the shares of Company Capital Stock are subject to, or which the assets or the business of the Company are bound by, whether or not in writing, are listed in the Company Disclosure Schedules (collectively "Commitments"): 3.15.1.1 any partnership or joint venture agreement; 3.15.1.2 any guaranty or suretyship, indemnification or contribution agreement or performance bond; 3.15.1.3 any debt instrument, loan agreement or other obligation relating to indebtedness for borrowed money or money lent or to be lent to another; 3.15.1.4 any contract to purchase real property; 3.15.1.5 any agreement with dealers or sales or commission agents, public relations or advertising agencies, accountants or attorneys (other than in connection with this Agreement and the transactions contemplated hereby) involving total payments within any 12 month period in excess of $5,000 and which is not terminable on 30 days' notice or without penalty; 3.15.1.6 any 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 or any Stockholder; 3.15.1.7 any agreement for the acquisition of services, supplies, equipment, inventory, fixtures or other property involving more than $5,000 in the aggregate; 3.15.1.8 any powers of attorney; 3.15.1.9 any contracts containing noncompetition covenants; 3.15.1.10 any 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 3.15.1.11 any other agreement or commitment not made in the ordinary course of business or that is material to the business, operations, condition (financial or otherwise) or results of operations of the Company. True, correct and complete copies of the written Commitments, and true, correct and complete written descriptions of the oral Commitments, have heretofore been delivered or made available to Acquiror. 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 the.

Commitments; Defaults. Any of the following as to which the Company is a party or is bound by, or which any of the shares of Company Capital Stock are subject to, or which the assets or the business of the Company are bound by, whether or not in writing, are listed in the Company Disclosure Schedules (collectively "Commitments"): 3.15.1.1 any partnership or joint venture agreement; 3.15.1.2 any guaranty or suretyship, indemnification or contribution agreement or performance bond; 3.15.1.3 any debt instrument, loan agreement or other obligation relating to indebtedness for borrowed money or money lent or to be lent to another; 3.15.1.4 any contract to purchase real property; 3.15.1.5 any agreement with dealers or sales or commission agents, public relations or advertising agencies, accountants or attorneys (other than in connection with this Agreement and the transactions contemplated hereby) involving total payments within any 12 month period in excess of $5,000 and which is not terminable on 30 days' notice or without penalty; 3.15.1.6 any 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 or any Stockholder; 3.15.1.7 any agreement for the acquisition of services, supplies, equipment, inventory, fixtures or other property involving more than $5,000 in the aggregate; 3.15.1.8 any powers of attorney; 3.15.1.9 any contracts containing noncompetition covenants; 3.15.1.10 any 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 3.15.1.11 any other agreement or commitment not made in the ordinary course of business or that is material to the business, operations, condition (financial or otherwise) or results of operations of the Company. True, correct and complete copies of the written Commitments, and true, correct and complete written descriptions of the oral Commitments, have heretofore been delivered or made available to Acquiror. 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 thethe Company or, to the best knowledge of the Company, any other party to a material Commitment, and

Commitments; Defaults. Any of the following as to which the Company is a party or is bound by, or which any of the shares of Company Capital Stock are subject to, or which the assets or the business of the Company are bound by, whether or not in writing, are listed in the Company Disclosure Schedules (collectively "Commitments"): 3.15.1.1 3.12.1.1 any partnership or joint venture agreement; 3.15.1.2 3.12.1.2 any guaranty or suretyship, indemnification or contribution agreement or performance bond; 3.15.1.3 3.12.1.3 any debt instrument, loan agreement or other obligation relating to indebtedness for borrowed money or money lent or to be lent to another; 3.15.1.4 3.12.1.4 any contract to purchase real property; 3.15.1.5 3.12.1.5 any agreement with dealers or sales or commission agents, public relations or advertising agencies, accountants or attorneys (other than in connection with this Agreement and the transactions contemplated hereby) involving total payments by the Company within any 12 month period in excess of $5,000 35,000 and which is not terminable on 30 days' notice or without penalty; 3.15.1.6 3.12.1.6 any 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 or or, to the best knowledge of the Company, any Stockholder; 3.15.1.7 3.12.1.7 any agreement for the acquisition of services, supplies, equipment, inventoryinventory (other than in the ordinary course), fixtures or other property involving more than $5,000 35,000 in the aggregate; 3.15.1.8 3.12.1.8 any powers of attorney; 3.15.1.9 3.12.1.9 any contracts containing noncompetition covenantscovenants material to the business of the Company; 3.15.1.10 3.12.1.10 any 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 3.15.1.11 3.12.1.11 any other agreement or commitment not made in the ordinary course of business or that is material to the business, operations, condition (financial or otherwise) or results of operations of the Company. True, correct and complete copies of the written Commitments, and true, correct and complete written descriptions of the oral Commitments, have heretofore been delivered or made available to AcquirorPurchaser. There are no existing or asserted defaults, events of default or events, occurrences, acts or omissions thatthat would have a Material Adverse Effect and, with the giving of notice or lapse of time or both, would constitute defaults by thethe Company or, to the best knowledge of the Company, any other party to a material Commitment, and no penalties have been incurred nor are amendments pending, with respect to the material Commitments. The Commitments are in full force and effect and are valid and enforceable obligations of the Company and, to the best knowledge of the Company, the other 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, may be made by any party thereto (other than the Company), nor has the Company waived any rights thereunder.