Common use of Company Contracts Clause in Contracts

Company Contracts. (a) Except as set forth in Part 2.16 of the Company Disclosure Schedule, neither Company nor any of its Subsidiaries is a party to or is bound by: (i) any management, employment, severance, retention, transaction bonus, change in control, consulting, relocation, repatriation or expatriation agreement or other similar Contract between: (i) any of the Acquired Companies or any of their ERISA Affiliates; and (ii) any active, retired or former employees, directors or consultants of any Acquired Company or any of their ERISA Affiliates, other than any such Contract that is terminable “at will” (or following a notice period imposed by applicable Legal Requirements) without any obligation on the part of any Acquired Company or any of their ERISA Affiliates to make any severance, termination, change in control or similar payment or to provide any benefit, other than severance payments required to be made by any Acquired Company under applicable foreign Legal Requirements; (ii) any Contracts identified or required to be identified in Part 2.8(b), Part 2.8(c) or Part 2.13(b) of the Company Disclosure Schedule; (iii) any Contract with any distributor, reseller or sales representative; (iv) any Contract with any manufacturer, vendor, or other Person for the supply of materials or performance of services by such third party to Company in relation to the manufacture of the Company’s products or product candidates; (v) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (vi) any Contract incorporating or relating to any guaranty, any warranty, any sharing of liabilities or any indemnity not entered into in the ordinary course of business, including any indemnification agreements between Company or any of its Subsidiaries and any of its officers or directors; (vii) any Contract imposing any material restriction on the right or ability of any Acquired Company: (A) to compete with any other Person; (B) to acquire any product or other asset or any services from any other Person; (C) to solicit, hire or retain any Person as a director, an officer or other employee, a consultant or an independent contractor; (D) to develop, sell, supply, distribute, offer, support or service any product or any technology or other asset to or for any other Person; (E) to perform services for any other Person; or (F) to transact business with any other Person; (viii) any agreement, Contract or commitment currently in force relating to the disposition or acquisition of assets not in the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprise; (ix) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (x) any joint marketing or development agreement; (xi) any Contract that would reasonably be expected to have a material effect on the ability of Parent to perform any of its material obligations under this Agreement, or to consummate any of the transactions contemplated by this Agreement; (xii) any Contract that provides for: (A) any right of first refusal, right of first negotiation, right of first notification or similar right with respect to any securities or assets of any Acquired Company; or (B) any “no shop” provision or similar exclusivity provision with respect to any securities or assets of any Acquired Company; or (xiii) any Contract that contemplates or involves the payment or delivery of cash or other consideration in an amount or having a value in excess of $100,000 or more in the aggregate, or contemplates or involves the performance of services having a value in excess of $100,000 in the aggregate other than any arrangement or agreement expressly contemplated or provided for under this Agreement. (b) Company has made available to Parent an accurate and complete copy of each Contract listed or required to be listed in Part 2.16 of the Company Disclosure Schedule (any such Contract, a “Company Contract”). Neither Company nor any of its Subsidiaries, nor to Company’s knowledge any other party to a Company Contract, has breached or violated in any material respect or materially defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any of the Company Contracts. To the knowledge of Company, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) would reasonably be expected to: (i) result in a violation or breach in any material respect of any of the provisions of any Company Contract; (ii) give any Person the right to declare a default in any material respect under any Company Contract; (iii) give any Person the right to receive or require a rebate, chargeback, penalty or change in delivery schedule under any Company Contract; (iv) give any Person the right to accelerate the maturity or performance of any Company Contract; or (v) give any Person the right to cancel, terminate or modify any Company Contract. Each Company Contract is valid, binding, enforceable and in full force and effect, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity.

Company Contracts. (a) Except for Excluded Contracts or as set forth in Part 2.16 Section 2.16(a) of the Company Disclosure Schedule, neither Company nor any of its Subsidiaries is a party to or is bound by: (i) any management, employment, severance, retention, transaction bonus, change in control, consulting, relocation, repatriation or expatriation agreement or other similar Contract between: (i) any of the Acquired Companies or any of their ERISA AffiliatesCompanies; and (ii) any active, retired or former employees, directors or consultants of any Acquired Company or any of their ERISA AffiliatesCompany, other than any such Contract that is terminable “at will” (or following a notice period imposed by applicable Legal Requirements, or, in the case of consulting agreements, following the notice period required in the Contract) without any obligation on the part of any Acquired Company or any of their ERISA Affiliates to make any severance, termination, change in control or similar payment or to provide any benefit, other than severance payments required to be made by any Acquired Company under applicable foreign Legal Requirements; (ii) any Contracts identified or required to be identified in Part 2.8(b), Part 2.8(c) or Part Section 2.13(b) of the Company Disclosure Schedule; (iii) any Contract with any distributor, reseller or sales representativerepresentative with an annual value in excess of $100,000; (iv) any Contract with any manufacturer, vendor, or other Person for the supply of materials or performance of services by such third party to Company in relation to the manufacture of the Company’s products or product candidatescandidates with an annual value in excess of $100,000; (v) any agreement or planplan providing equity benefits to current or former employees of an Acquired Company, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement Transactions or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this AgreementTransactions; (vi) any Contract incorporating or relating to any guaranty, any warranty, any sharing of liabilities or any indemnity not entered into in the ordinary course of business, including any indemnification agreements between Company or any of its Subsidiaries and any of its officers or directors; (vii) any Contract imposing imposing, by its express terms, any material restriction on the right or ability of any Acquired Company: (A) to compete with any other Person; (B) to acquire any product or other asset or any services from any other Person; or (C) to solicit, hire or retain any Person as a director, an officer or other employee, a consultant or an independent contractor; (D) to develop, sell, supply, distribute, offer, support or service any product or any technology or other asset to or for any other Person; (E) to perform services for any other Person; or (F) to transact business with any other Person; (viii) any agreement, Contract or commitment currently in force relating to the disposition or acquisition of assets not in the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprise, other than Contracts in which the applicable disposition or acquisition has been consummated and there are no material ongoing obligations; (ix) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of creditcredit in excess of $100,000; (x) any joint marketing or development agreement; (xi) any commercial Contract that would reasonably be expected to have a material effect on the ability of Parent Company to perform any of its material obligations under this Agreement, or to consummate any of the transactions contemplated by this Agreement, that is not set forth on Section 2.03 of the Company Disclosure Schedule; (xii) any Contract that provides for: (A) any right of first refusal, right of first negotiation, right of first notification or similar right with respect to any securities or assets of any Acquired CompanyCompany for which a waiver of such right has not been obtained; or (B) any “no shop” provision or similar exclusivity provision with respect to any securities or assets of any Acquired Company; or; (xiii) any Contract that contemplates or involves the payment or delivery of cash or other consideration in an amount or having a value in excess of $100,000 250,000 or more in the aggregate, or contemplates or involves the performance of services having a value in excess of $100,000 250,000 in the aggregate aggregate, in each case, following the date of this Agreement, other than any arrangement or agreement expressly contemplated or provided for under this Agreement; or (xiv) any Contract that does not allow Company or any of its Subsidiaries to terminate the Contract for convenience with not more than sixty (60) days prior notice to the other party and without the payment of any rebate, chargeback, penalty or other amount to such third party in connection with any such termination in an amount or having a value in excess of $250,000 in the aggregate. (b) Company has made available to Parent an accurate and complete copy of each Contract listed or required to be listed in Part Section 2.16 of the Company Disclosure Schedule (any such Contract, a “Company Contract”). Neither Company nor any of its Subsidiaries, nor to Company’s knowledge knowledge, any other party to a Company Contract, has has, since the Company Lookback Date, breached or violated in any material respect or materially defaulted under, or received written notice that it has breached, violated or defaulted under, any of the terms or conditions of any of the Company Contracts. To Except as set forth on Section 2.16(b) of the Company Disclosure Schedule to the knowledge of Company, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) would reasonably be expected to: (i) result in a violation or breach in any material respect of any of the provisions of any Company Contract; (ii) give any Person the right to declare a default in any material respect under any Company Contract; (iii) give any Person the right to receive or require a rebate, chargeback, penalty or change in delivery schedule under any Company Contract; (iv) give any Person the right to accelerate the maturity or performance of any Company Contract; or (v) give any Person the right to cancel, terminate or modify any Company Contract. Each Company Contract is valid, binding, enforceable and in full force and effecteffect and is the legal, valid and binding obligation of Company and its Subsidiaries and, to the knowledge of Company, of the other parties thereto, enforceable against Company and its Subsidiaries and, to the knowledge of Company, such other parties in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity.

Company Contracts. (a) Except as set forth in Part 2.16 Section 4.13(a) of the Disclosure Schedule sets forth, by reference to the applicable subsection of this Section 4.13, a correct and complete list of the following Contracts to which the Company Disclosure Schedule, neither Company nor or any of its Subsidiaries is a party as of the date hereof (the “Company Contracts”) (other than the Employment Agreements set forth on Section 4.23 of the Disclosure Schedule, the Employee Benefit Plans set forth on Section 4.15 of the Disclosure Schedule, the insurance policies set forth on Section 4.17 of the Disclosure Schedule and any Contracts that are exclusively related to or is bound by:business conducted by the DMS Entities): (i) any managementall bonds, employmentdebentures, severancenotes, retentionloans, transaction bonuscredit or loan agreements or loan commitments, change in controlmortgages, consultingindentures, relocation, repatriation or expatriation agreement guarantees or other similar Contract between: (i) Contracts evidencing or governing any of the Acquired Companies or any of their ERISA Affiliates; and (ii) any active, retired or former employees, directors or consultants of any Acquired Company or any of their ERISA Affiliates, other than any such Contract that is terminable “at will” (or following a notice period imposed by applicable Legal Requirements) without any obligation on the part of any Acquired Company or any of their ERISA Affiliates to make any severance, termination, change in control or similar payment or to provide any benefit, other than severance payments required to be made by any Acquired Company under applicable foreign Legal Requirements; (ii) any Contracts identified or required to be identified in Part 2.8(b), Part 2.8(c) or Part 2.13(b) of the Company Disclosure Schedule; (iii) any Contract with any distributor, reseller or sales representative; (iv) any Contract with any manufacturer, vendor, or other Person indebtedness for the supply of materials or performance of services by such third party to Company in relation to the manufacture of the Company’s products or product candidates; (v) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, money borrowed by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (vi) any Contract incorporating or relating to any guaranty, any warranty, any sharing of liabilities or any indemnity not entered into in the ordinary course of business, including any indemnification agreements between Company or any of its Subsidiaries and or any such Contract under which the Company or any of its officers Subsidiaries guaranteed the indebtedness for borrowed money of any other person; (ii) all leases relating to the Leased Real Property; (iii) all Contracts that limit or directorsrestrict the Company or any of its Subsidiaries from engaging in any line of business or in any jurisdiction or, other than a Contract entered into in the Ordinary Course, from soliciting or hiring any Person; (iv) all Contracts (other than any work orders, purchase orders, invoices and similar documents issued thereunder) for capital expenditures or the acquisition or construction of fixed assets requiring the payment by the Company or any of its Subsidiaries of an amount in excess of One Million Dollars ($1,000,000), individually, except any capital expenditures included in the Company’s annual budget; (v) all Contracts granting to any Person (other than the Company or any of its Subsidiaries) an option or a first refusal, first-offer or similar preferential right to purchase or acquire any material assets of the Company or any of its Subsidiaries; (vi) all Contracts entered into since December 31, 2013 involving the purchase of substantially all of the assets or capital stock of any Person or a merger, consolidation, business combination or similar extraordinary transaction; (vii) Contracts (other than any Contract imposing any material restriction on work orders, purchase orders, invoices and similar documents issued thereunder) for the right provision of goods or ability of any Acquired Company: (A) to compete with any other Person; (B) to acquire any product or other asset services by the Company or any services from any other Person; (C) of its Subsidiaries to solicittheir customers, hire or retain any Person as a director, an officer or other employee, a consultant or an independent contractor; (D) to develop, sell, supply, distribute, offer, support or service any product the Company or any technology or other asset to or for any other Person; of its Subsidiaries by their suppliers, that individually exceed One Million Five Hundred Thousand Dollars (E$1,500,000) to perform services for any other Person; or in the past twelve (F12) to transact business with any other Personmonths; (viii) all Contracts to which the Company or any agreement, Contract Subsidiary is a party pursuant to which a third party has licensed or commitment currently in force relating transferred any material Intellectual Property to the disposition or acquisition of assets not in the ordinary course of business Company or any ownership interest in Subsidiary or pursuant to which the Company or any corporationSubsidiary has licensed, partnershiptransferred or granted a covenant not to xxx on, joint venture any material Owned Intellectual Property, excluding off the shelf Software licensed by the Company or other business enterpriseits Subsidiaries; (ix) all exchange traded or over-the-counter swap, forward, future, option, cap, floor or collar financial Contracts, or any mortgages, indentures, loans other interest rate or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of creditforeign currency protection Contract having a notional amount that exceeds Two Hundred Fifty Thousand Dollars ($250,000); (x) any partnership, limited liability company or joint marketing or development venture agreement; (xi) any Contract that would reasonably be expected to have a material effect on providing for the ability sale, assignment, lease, license or other disposition of Parent to perform any asset of the Company or any of its material obligations under this AgreementSubsidiaries with a value in excess of $500,000, or to consummate any except for sales of inventory in the transactions contemplated by this AgreementOrdinary Course; (xii) any Contract that provides for: (A) Contract, other than contracts with customers and suppliers entered into in the Ordinary Course, wherein the Company or any right of first refusalits Subsidiaries has agreed to, right of first negotiationor assumed, right of first notification any obligation or similar right with respect duty to indemnify, reimburse, hold harmless, guarantee or otherwise assume or incur any securities liability or assets obligation of any Acquired CompanyPerson; or (B) any “no shop” provision or similar exclusivity provision with respect to any securities or assets of any Acquired Company; orand (xiii) any Contract not listed in clauses (i) through (xii) above that contemplates or involves is material to the payment or delivery of cash or other consideration in an amount or having Company and its Subsidiaries, taken as a value in excess of $100,000 or more in the aggregate, or contemplates or involves the performance of services having a value in excess of $100,000 in the aggregate other than any arrangement or agreement expressly contemplated or provided for under this Agreementwhole. (b) Correct and complete copies of all Company has Contracts, including all amendments, modifications, and supplements thereof (other than any work orders, purchase orders, invoices and similar documents issued thereunder), have been made available to Parent an accurate and complete copy of each Contract listed or required to be listed in Part 2.16 of the Company Disclosure Schedule (any such Contract, a “Company Contract”). Neither Company nor any of its Subsidiaries, nor to Company’s knowledge any other party to a Company Contract, has breached or violated in any material respect or materially defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any of the Company Contracts. To the knowledge of Company, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) would reasonably be expected to: (i) result in a violation or breach in any material respect of any of the provisions of any Company Contract; (ii) give any Person the right to declare a default in any material respect under any Company Contract; (iii) give any Person the right to receive or require a rebate, chargeback, penalty or change in delivery schedule under any Company Contract; (iv) give any Person the right to accelerate the maturity or performance of any Company Contract; or (v) give any Person the right to cancel, terminate or modify any Company ContractPurchaser. Each Company Contract is valid, bindingbinding and enforceable in all material respects in accordance with its terms with respect to the Company or any of its Subsidiaries, enforceable as applicable, and to the Knowledge of the Company, each other party to such Company Contracts. Except as set forth in full force Section 4.13(b) of the Disclosure Schedule, there is no existing material default or material breach (i) by the Company or any of its Subsidiaries, as applicable, under any Company Contract or (ii) to the Company’s Knowledge, by any other party to any Company Contract described in Section 4.13(a) hereof. No party to a Company Contract has given written notice of any significant dispute with respect to any Company Contract. Section 4.13(a) of the Disclosure Schedule identifies with an asterisk (*) each Company Contract set forth therein that requires the consent of or notice to the other party thereto to avoid any material breach, material default or material violation of such Contract in connection with the transactions contemplated by this Agreement. Except as set forth on Section 4.13(b) of the Disclosure Schedule, no Company Contract is with a DMS Entity and effect, except as enforceability may be limited no Company Contract relates in any way to the business conducted by bankruptcy and other similar laws and general principles of equitythe DMS Entities.

Company Contracts. (a) Except for Excluded Contracts or as set forth in Part 2.16 3.16 of the Company Disclosure Schedule, neither Company nor any of its Subsidiaries is a party to or is bound by: (i) any management, employment, severance, retention, transaction bonus, change in control, consulting, relocation, repatriation or expatriation agreement or other similar Contract between: (i) any of the Acquired Metuchen Companies or any of their ERISA Affiliates; and (ii) any active, retired or former employees, directors or consultants of any Acquired Metuchen Company or any of their ERISA Affiliates, other than any such Contract that is terminable “at will” (or following a notice period imposed by applicable Legal Requirements) without any obligation on the part of any Acquired Metuchen Company or any of their ERISA Affiliates to make any severance, termination, change in control or similar payment or to provide any benefit, other than severance payments required to be made by any Acquired Metuchen Company under applicable foreign Legal Requirements; (ii) any Contracts identified or required to be identified in Part 2.8(b), Part 2.8(c) or Part 2.13(b3.13(b) of the Company Disclosure Schedule; (iii) any Contract with any distributor, reseller or sales representativerepresentative with an annual value in excess of $250,000; (iv) any Contract with any manufacturer, vendor, or other Person for the supply of materials or performance of services by such third party to Company in relation to the manufacture of the Company’s products or product candidatescandidates with an annual value in excess of $250,000; (v) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement Transactions or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this AgreementTransactions; (vi) any Contract incorporating or relating to any guaranty, any warranty, any sharing of liabilities or any indemnity not entered into in the ordinary course of business, including any indemnification agreements between Company or any of its Subsidiaries and any of its officers or directors; (vii) any Contract imposing imposing, by its express terms, any material restriction on the right or ability of any Acquired Metuchen Company: (A) to compete with any other Person; (B) to acquire any product or other asset or any services from any other Person; or (C) to solicit, hire or retain any Person as a director, an officer or other employee, a consultant or an independent contractor; (D) to develop, sell, supply, distribute, offer, support or service any product or any technology or other asset to or for any other Person; (E) to perform services for any other Person; or (F) to transact business with any other Person; (viii) any agreement, Contract or commitment currently in force relating to the disposition or acquisition of assets not in the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprise; (ix) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of creditcredit in excess of $250,000; (x) any joint marketing or development agreement; (xi) any commercial Contract that would reasonably be expected to have a material effect on the ability of Parent the Company to perform any of its material obligations under this Agreement, or to consummate any of the transactions contemplated by this Agreement; (xii) any Contract that provides for: (A) any right of first refusal, right of first negotiation, right of first notification or similar right with respect to any securities or assets of any Acquired CompanyMetuchen Company for which a waiver of such right shall have not been obtained; or (B) any “no shop” provision or similar exclusivity provision with respect to any securities or assets of any Acquired Metuchen Company; or (xiii) any Contract that contemplates or involves the payment or delivery of cash or other consideration in an amount or having a value in excess of $100,000 250,000 or more in the aggregate, or contemplates or involves the performance of services having a value in excess of $100,000 250,000 in the aggregate other than any arrangement or agreement expressly contemplated or provided for under this Agreement. (b) Company has made available to Parent Neurotrope an accurate and complete copy of each Contract listed or required to be listed in Part 2.16 3.16 of the Company Disclosure Schedule (any such Contract, a “Company Contract”). Neither Company nor any of its Subsidiaries, nor to the Company’s knowledge any other party to a Company Contract, has breached or violated in any material respect or materially defaulted under, or received written notice that it has breached, violated or defaulted under, any of the terms or conditions of any of the Company Contracts. To the knowledge of Company, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) would reasonably be expected to: (i) result in a violation or breach in any material respect of any of the provisions of any Company Contract; (ii) give any Person the right to declare a default in any material respect under any Company Contract; (iii) give any Person the right to receive or require a rebate, chargeback, penalty or change in delivery schedule under any Company Contract; (iv) give any Person the right to accelerate the maturity or performance of any Company Contract; or (v) give any Person the right to cancel, terminate or modify any Company Contract. Each Company Contract is valid, binding, enforceable and in full force and effect, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity.

Company Contracts. (a) Except as set Schedule 4.21(a) sets forth in Part 2.16 a complete and accurate list of the following Contracts, other than (1) any Contracts that constitute an Employee Benefit Plan and are disclosed in Schedule 4.6(a), to which Company Disclosure Schedule, neither Company nor or by which it or any asset of its Subsidiaries is a party to or the Business is bound by:as of the Closing Date, (2) any purchase orders for the sale of goods by Company in the ordinary course of business, and/or (3) any Contract that can be terminated by Company without cause upon sixty days’ written notice (all Contracts required to be so listed, the “Company Contracts”): (i) any management, employment, severance, retention, transaction bonus, change in control, consulting, relocation, repatriation or expatriation agreement or other similar Contract between: (i) any of the Acquired Companies or any of their ERISA Affiliates; and (ii) any active, retired or former employees, directors or consultants of any Acquired Company or any of their ERISA Affiliates, other than any such Contract that is terminable “at will” (or following with a notice period imposed by applicable Legal Requirements) without any obligation on the part of any Acquired Company or any of their ERISA Affiliates to make any severance, termination, change in control or similar payment or to provide any benefit, other than severance payments required to be made by any Acquired Company under applicable foreign Legal RequirementsMaterial Customer; (ii) any Contracts identified Contract with a third Person for the purchase or required lease of goods or services requiring future aggregate payments to be identified Company of $50,000 or more in Part 2.8(b), Part 2.8(c) or Part 2.13(b) of the Company Disclosure Scheduleany fiscal year; (iii) any Contract with any distributor, reseller or sales representativea Manufacturer; (iv) any Contract with for capital expenditures or the acquisition or construction of fixed assets requiring future aggregate payments by Company of $50,000 or more in any manufacturer, vendor, or other Person for the supply of materials or performance of services by such third party to Company in relation to the manufacture of the Company’s products or product candidatesfiscal year; (v) any loan or credit agreement, Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge or other similar agreement under which any Indebtedness of Company is outstanding or plan, including, without limitation, may be incurred or which grants a Lien (other than a Permitted Lien) on any stock option plan, stock appreciation right plan or stock purchase plan, any material asset of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this AgreementCompany; (vi) any Contract incorporating providing for guarantees or relating to assumptions by Company of obligations of any guarantythird Person or reimbursements by Company of any issuer of a letter of credit which is, any warranty, any sharing of liabilities or any indemnity not entered into in the ordinary course aggregate, in excess of business, including any indemnification agreements between Company or any of its Subsidiaries and any of its officers or directors$25,000; (vii) any Contract imposing any material restriction on the right or ability of any Acquired Company: (A) to compete with any other Person; (B) to acquire any product or other asset or any services from any other Person; (C) to solicit, hire or retain any Person as granting a director, an officer or other employee, a consultant or an independent contractor; (D) to develop, sell, supply, distribute, offer, support or service any product or any technology or other asset to or for any other Person; (E) to perform services for any other Person; or (F) to transact business with any other Person; (viii) any agreement, Contract or commitment currently in force relating to the disposition or acquisition of assets not in the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprise; (ix) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (x) any joint marketing or development agreement; (xi) any Contract that would reasonably be expected to have a material effect on the ability of Parent to perform any of its material obligations under this Agreement, or to consummate any of the transactions contemplated by this Agreement; (xii) any Contract that provides for: (A) any right of first refusal, right of first negotiation, right of first notification offer or similar preferential right to purchase or acquire Company or any of Company’s assets; (viii) any material license agreement or other material Contract, the principal purpose of which is the granting of rights to Intellectual Property to Company, other than with respect to Incidental Licenses; (ix) any securities license agreement or assets other material Contract, the principal purpose of which is the granting of rights to Company Intellectual Property to a Person other than Incidental Licenses; (x) any Acquired Company; Contract containing a covenant that (A) restricts or purports to restrict Company from competing in any line of business or geographic area or with any third Person, (B) restricts or purports to restrict Company from soliciting any “no shop” provision line of business, customer, employee or similar exclusivity provision other third Person, (C) grants a Person any most favored nation rights, or (D) contains take-or-pay or requirements provisions (other than those in favor of Company); (xi) any Contract with respect to any securities Governmental Authority; (xii) any Contract with any university, college, educational institution or assets of any Acquired Company; orresearch center; (xiii) any Contract that contemplates between Sellers or involves their Affiliates, on the one hand, and Company, on the other hand; (xiv) any Company Real Property Lease, and all other leases involving any assets of Company (whether real, personal or mixed, tangible or intangible) involving a contractually obligated payment by Company; (xv) any Contract creating or delivery relating to any strategic alliance, partnership, joint venture, joint development agreement or similar arrangement (involving future payments, distributions or capital commitments); (xvi) any Contract relating to the acquisition or sale by, or business combination with, Company of cash any business, capital stock, assets or property (including Intellectual Property) of any other consideration Person (whether by merger, sale of stock, sale of assets, business combination or otherwise); (xvii) any Collective Bargaining Agreement; (xviii) any Contract with a group purchasing organization, buying group or cooperative purchasing venture; (xix) any hedge, collar, option, forward purchasing, swap, derivative or similar Contract; or (xx) any Contract relating to a resolution or settlement of any actual or threatened suit, litigation, arbitration, claim, action or proceeding against or involving Company, in an amount each case which calls for payments to, by, or having a value on behalf of Company in excess of $100,000 or more in the aggregate, or contemplates or involves the performance of services having a value in excess of $100,000 25,000 in the aggregate other than any arrangement that have not been discharged or agreement expressly contemplated or provided for under this Agreementpaid in full. (b) Company has made available to Parent an accurate and complete Purchaser a copy of each Company Contract listed or required and such copy is complete and accurate in all material respects. Except as would not reasonably be expected to be listed in Part 2.16 materially adverse to Company or the Business, each of the Company Disclosure Schedule Contracts is in full force and effect and, assuming the due execution by the other parties thereto, is a legal, valid and binding agreement of Company or the Business, subject only to the General Enforceability Exceptions, and there is no default or breach by Company or, to the Knowledge of Company, any other party thereto (any such Contract, a “Company Contract”). Neither and neither Company nor any of its Subsidiaries, nor to Company’s knowledge Affiliates have received any other party to a Company Contract, has breached or violated in any material respect or materially defaulted under, or received written notice that it has breached, violated or defaulted under, any of the terms or conditions of any of such default or breach), in the Company Contracts. To the knowledge of Company, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) would reasonably be expected to: (i) result in a violation or breach in any material respect of any of the provisions of any Company Contract; (ii) give any Person the right to declare a default in any material respect under any Company Contract; (iii) give any Person the right to receive or require a rebate, chargeback, penalty or change in delivery schedule under any Company Contract; (iv) give any Person the right to accelerate the maturity or timely performance of any Company Contract; obligation to be performed or (v) give paid thereunder or any Person the right to cancel, terminate or modify any Company Contract. Each Company Contract is valid, binding, enforceable and in full force and effect, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equitymaterial provision thereof.

Company Contracts. (a) Except as set With the exception of any Real Property Lease, Existing Employment Agreement and Company Benefit Plan, Schedule 4.13 sets forth in Part 2.16 a true, correct and complete list of each of the following contracts to which the Company Disclosure Schedule, neither Company nor or any of its Subsidiaries is a party to or by which it or any of its assets or properties is bound by:(the “Company Contracts”): (a) all bonds, debentures, notes, loans, credit or loan agreements or loan commitments, mortgages, indentures, guarantees or other contracts relating to the borrowing of money; (b) all leases or licenses of personal or mixed, tangible or intangible equipment and other assets of the Company or any of its Subsidiaries which individually require the Company or any of its Subsidiaries to make payments of more than $200,000 in the aggregate during any twelve-month period. (c) any contract or agreement between the Company and any of its Stockholders; (d) any contracts or agreements providing for the Company or any of its Subsidiaries to grant, issue, or vest stock, restricted stock, options, or similar rights to any Person; (e) all contracts or agreements which limit or restrict the Company or any of its Subsidiaries or any officers or superintendents of the Company or any of its Subsidiaries from engaging in any business in any jurisdiction or geographic location; (f) any individual contract or agreement for capital expenditures or the acquisition or construction of fixed assets in excess of $50,000; (g) any contract or agreement granting any Person a Lien (other than Permitted Exceptions) on all or any part of any assets or properties of the Company or any of its Subsidiaries; (h) any contract or agreement granting to any Person an option or a first refusal, first-offer or similar preferential right to purchase or acquire any assets of the Company or any of its Subsidiaries; (i) any management, employment, severance, retention, transaction bonus, change in control, consulting, relocation, repatriation contract or expatriation agreement or other similar Contract between: with any Governmental Entity; (ij) any contract or agreement involving interest rate swaps, cap or collar agreements, commodity or financial future or option contracts or similar derivative or hedging contracts; (k) any contract or agreement for the purchase of another business, whether structured as a merger, purchase of equity or purchase of assets (and whether consummated or pending); (l) any contract or agreement for the sale of any assets of the Acquired Companies or any of their ERISA Affiliates; and (ii) any active, retired or former employees, directors or consultants of any Acquired Company or any of their ERISA Affiliates, its Subsidiaries other than sales of obsolete equipment; (m) any such Contract that is terminable “at will” (contract or following a notice period imposed by applicable Legal Requirements) without any obligation on agreement for the part deferred payment of any Acquired purchase price, including any “earn out” or similar arrangement; (n) any contract or agreement with any agent, distributor or representative which is not terminable by the Company or any of their ERISA Affiliates its Subsidiaries without penalty on thirty (30) calendar days’ or less notice; (o) any contract or agreement for the granting or receiving of a license or sublicense or under which any Person is obligated to pay or has the right to receive a royalty, license fee or similar payment; (p) any contract providing for the indemnification or holding harmless of any officer, director, employee, independent contractor or consultant, in each case who are natural persons; (q) any joint venture or partnership contract; (r) any existing customer contract for the provision of goods or services by the Company or any of its Subsidiaries pursuant to which the Company or its Subsidiaries has or expects to recognize revenue in excess of $1,000,000 in any consecutive twelve-month period; provided, however, that only Company Contracts for the provision of goods or services by the Company or any of its Subsidiaries pursuant to which the Company or its Subsidiaries has or expects to recognize revenue in excess of $25,000,000 in any consecutive twelve-month period shall be listed on Schedule 4.13 and Made Available to Parent; (s) any contract with any vendor, subcontractor or independent contractor for the provision of goods or services and for which the Company or any of its Subsidiaries has any current or ongoing commitments or obligations and which could obligate the Company or any of its Subsidiaries to make payments in excess of $500,000 in any severanceconsecutive twelve-month period; provided, terminationhowever, change that only Company Contracts with any vendor, subcontractor or independent contractor for the provision of goods or services and for which the Company or any of its Subsidiaries has any current or ongoing commitments or obligations and which could obligate the Company or any of its Subsidiaries to make payments in control or similar payment or to provide excess of $1,000,000 in any benefit, other than severance payments consecutive twelve-month period are required to be made by any Acquired Company under applicable foreign Legal Requirementslisted on Schedule 4.13; (iit) any Contracts identified surety, underwriting, or required to be identified indemnity agreements and any surety bonds, including performance bonds and bid bonds in Part 2.8(b), Part 2.8(c) or Part 2.13(b) an amount in excess of the Company Disclosure Schedule$1,000,000; (iiiu) any Contract with contract, agreement or commitment requiring the Company or any distributor, reseller or sales representative; (iv) any Contract with any manufacturer, vendor, or other Person for the supply of materials or performance of services by such third party its Subsidiaries to Company in relation to the manufacture make a payment as a result of the Company’s products or product candidates; (v) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any consummation of the transactions contemplated by this Agreement;; and (viv) any Contract incorporating or relating all other contracts, agreements and commitments to any guaranty, any warranty, any sharing of liabilities or any indemnity not entered into in which the ordinary course of business, including any indemnification agreements between Company or any of its Subsidiaries and is a party or by which its properties or assets are bound that require the Company or any of its officers Subsidiaries to pay more than $5,000,000 in any consecutive 12-month period or directors; more than $10,000,000 in the aggregate and which are not otherwise described in subparagraphs (viia) through (u) above. Schedule 4.13 also identifies with an asterisk the Company Contract set forth therein that requires the consent of or notice to the other party thereto to avoid any Contract imposing any material restriction on the right breach, default or ability violation of any Acquired Company: (A) to compete with any other Person; (B) to acquire any product such contract, agreement or other asset or any services from any other Person; (C) instrument in connection with the transactions contemplated hereby. The Company has Made Available to solicitParent true, hire or retain any Person as a directorcorrect and complete copies of all Company Contracts on Schedule 4.13. The Company Contracts are legal, an officer or other employeevalid, a consultant or an independent contractor; (D) to develop, sell, supply, distribute, offer, support or service any product or any technology or other asset to or for any other Person; (E) to perform services for any other Person; or (F) to transact business binding and enforceable in accordance with any other Person; (viii) any agreement, Contract or commitment currently in force relating their respective terms with respect to the disposition Company or acquisition of assets not in the ordinary course of business or any ownership interest in any corporationits Subsidiaries and, partnership, joint venture or other business enterprise; (ix) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing Knowledge of money the Company or extension of credit; (x) any joint marketing or development agreement; (xi) any Contract that would reasonably be expected to have a material effect on the ability of Parent to perform any of its Subsidiaries, each other party to the Company Contracts, and will continue to be valid, binding and enforceable on identical terms immediately following the Effective Time (except that to the extent the party thereto is the Company, as the Company shall become the Surviving Company). There are no material obligations under this Agreement, existing defaults or to consummate breaches by the Company or any of its Subsidiaries under any Company Contract (or events or conditions which, with notice or lapse of time or both, would constitute a material default or breach). To the transactions contemplated Knowledge of the Company or any of its Subsidiaries, there are no material existing defaults (or events or conditions which, with notice or lapse of time or both, would constitute a material default or breach by this Agreement; (xiithe Company or any of its Subsidiaries) any Contract that provides for: (A) any right of first refusal, right of first negotiation, right of first notification or similar right with respect to any securities or assets of any Acquired Company; or (B) any “no shop” provision or similar exclusivity provision with respect third party to any securities or assets of any Acquired Company; or (xiii) any Contract that contemplates or involves the payment or delivery of cash or other consideration in an amount or having a value in excess of $100,000 or more in the aggregate, or contemplates or involves the performance of services having a value in excess of $100,000 in the aggregate other than any arrangement or agreement expressly contemplated or provided for under this Agreement. (b) Company has made available to Parent an accurate and complete copy of each Contract listed or required to be listed in Part 2.16 of the Company Disclosure Schedule (any such Contract, a “Company Contract”). Neither the Company nor any of its Subsidiaries, nor Subsidiaries have received written notice of a party’s intent to Company’s knowledge repudiate any other party to a Company Contract, has breached or violated in any material respect or materially defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any of the Company Contracts. To the knowledge of Company, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) would reasonably be expected to: (i) result in a violation or breach in any material respect of any of the provisions provision of any Company Contract; (ii) give , and no party thereto has any Person the right to declare a default in offset, discount or otherwise xxxxx any material respect under any Company Contract; (iii) give any Person the right to receive or require a rebate, chargeback, penalty or change in delivery schedule under any Company Contract; (iv) give any Person the right to accelerate the maturity or performance of any Company Contract; or (v) give any Person the right to cancel, terminate or modify any Company Contract. Each Company Contract is valid, binding, enforceable and in full force and effect, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equityamount owing thereunder.

Company Contracts. (a) Except for Excluded Contracts or as set forth in Part 2.16 of the Company Disclosure Schedule, neither Company nor any of its Subsidiaries is a party to or is bound by: (i) any management, employment, severance, retention, transaction bonus, change in control, consulting, relocation, repatriation or expatriation agreement or other similar Contract between: (i) any of the Acquired Companies or any of their ERISA Affiliates; and (ii) any active, retired or former employees, directors or consultants of any Acquired Company or any of their ERISA Affiliates, other than any such Contract that is terminable “at will” (or following a notice period imposed by applicable Legal Requirements) without any obligation on the part of any Acquired Company or any of their ERISA Affiliates to make any severance, termination, change in control or similar payment or to provide any benefit, other than severance payments required to be made by any Acquired Company under applicable foreign Legal Requirements;, (ii) any Contracts identified or required to be identified in Part 2.8(b), Part 2.8(c) or Part 2.13(b) of the Company Disclosure Schedule; (iii) any Contract with any distributor, reseller or sales representativerepresentative with an annual value in excess of $100,000; (iv) any Contract with any manufacturer, vendor, or other Person for the supply of materials or performance of services by such third party to Company in relation to the manufacture of the Company’s products or product candidatescandidates with an annual value in excess of $500,000; (v) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement Transactions or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this AgreementTransactions; (vi) any Contract incorporating or relating to any guaranty, any warranty, any sharing of liabilities or any indemnity not entered into in the ordinary course of business, including any indemnification agreements between Company or any of its Subsidiaries and any of its officers or directors; (vii) any Contract imposing imposing, by its express terms, any material restriction on the right or ability of any Acquired Company: (A) to compete with any other Person; (B) to acquire any product or other asset or any services from any other Person; or (C) to solicit, hire or retain any Person as a director, an officer or other employee, a consultant or an independent contractor; (D) to develop, sell, supply, distribute, offer, support or service any product or any technology or other asset to or for any other Person; (E) to perform services for any other Person; or (F) to transact business with any other Person; (viii) any agreement, Contract or commitment currently in force relating to the disposition or acquisition of assets not in the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprise; (ix) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of creditcredit in excess of $500,000; (x) any joint marketing or development agreement; (xi) any commercial Contract that would reasonably be expected to have a material effect on the ability of Parent the Company to perform any of its material obligations under this Agreement, or to consummate any of the transactions contemplated by this Agreement, that is not set forth on Part 2.3 of the Company Disclosure Schedule; (xii) any Contract that provides for: (A) any right of first refusal, right of first negotiation, right of first notification or similar right with respect to any securities or assets of any Acquired Company; or (B) any “no shop” provision or similar exclusivity provision with respect to any securities or assets of any Acquired Company; or (xiii) any Contract that contemplates or involves the payment or delivery of cash or other consideration in an amount or having a value in excess of $100,000 500,000 or more in the aggregate, or contemplates or involves the performance of services having a value in excess of $100,000 500,000 in the aggregate other than any arrangement or agreement expressly contemplated or provided for under this Agreement. (b) Company has made available to Parent an accurate and complete copy of each Contract listed or required to be listed in Part 2.16 of the Company Disclosure Schedule (any such Contract, a “Company Contract”). Neither Company nor any of its Subsidiaries, nor to Company’s knowledge any other party to a Company Contract, has has, since the Lookback Date, breached or violated in any material respect or materially defaulted under, or received written notice that it has breached, violated or defaulted under, any of the terms or conditions of any of the Company Contracts. To the knowledge of Company, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) would reasonably be expected to: (i) result in a violation or breach in any material respect of any of the provisions of any Company Contract; (ii) give any Person the right to declare a default in any material respect under any Company Contract; (iii) give any Person the right to receive or require a rebate, chargeback, penalty or change in delivery schedule under any Company Contract; (iv) give any Person the right to accelerate the maturity or performance of any Company Contract; or (v) give any Person the right to cancel, terminate or modify any Company Contract. Each Company Contract is valid, binding, enforceable and in full force and effect, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity.

Company Contracts. (a) Except as set forth in Part 2.16 3.16 of the Company Disclosure Schedule, neither Schedule lists each of the following Contracts in effect as of the date of this Agreement to which any Acquiring Company nor any of its Subsidiaries is a party to or by which any Acquiring Company is bound bybound: (i) any management, employment, severance, retention, transaction bonus, change in control, consulting, relocation, repatriation or expatriation agreement or other similar Contract between: (i) any of the Acquired Companies or any of their ERISA Affiliates; and (ii) any active, retired or former employees, directors or consultants of any Acquired Company or any of their ERISA Affiliates, other than any such Contract that is terminable “at will” (or following a notice period imposed by applicable Legal Requirements) without any obligation on the part of any Acquired Company or any of their ERISA Affiliates to make any severance, termination, change in control or similar payment or to provide any benefit, other than severance payments required to be made by any Acquired Company under applicable foreign Legal Requirements; (ii) any Contracts identified or required to be identified in Part 2.8(b), Part 2.8(c) or Part 2.13(b) of the Company Disclosure Schedule; (iii) any Contract with any distributor, reseller or sales representative; (ivii) any Contract with any manufacturer, vendor, vendor or other Person for the supply of materials or performance of services by such third party to Company in relation to clinical trials or the manufacture of the Company’s products or product candidates;candidates that (a) contemplates or involves the payment or delivery of cash or other consideration in an (v) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (viiii) any Contract incorporating or relating to any guaranty, any warranty, any sharing of liabilities Liabilities or any indemnity not entered into in the ordinary course of business, including any indemnification agreements between an Acquiring Company or any of its Subsidiaries and any of its officers or directors; (viiiv) any Contract imposing any material restriction on the right or ability of any Acquired Acquiring Company: (A) to compete with any other Person; (B) to acquire any product or other asset or any services from any other Person; (C) to solicit, hire or retain any Person as a director, an officer or other employee, a consultant or an independent contractor; (D) to develop, sell, supply, distribute, offer, support or service any product or any technology or other asset to or for any other Person; (ED) to perform services for any other Person; or (FE) to otherwise transact business with any other Person; (viiiv) any agreement, Contract or commitment currently in force relating to the disposition or acquisition of any material interest in, or any material amount of, property or assets not of any Acquiring Company, other than in the ordinary course of business business, or any ownership interest in any corporation, partnership, joint venture or other business enterprise; (ixvi) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments Contract relating to the borrowing of money or extension of credit; (xvii) any joint marketing marketing, research, development or development agreementcollaboration Contract; (xiviii) any Contract that would reasonably be expected gives rise to have any material payment or benefit as a material effect on the ability of Parent to perform any of its material obligations under this Agreement, or to consummate any result of the transactions contemplated by performance of this Agreement; (xiiix) any Contract that provides for: (A) any right of first refusal, right of first negotiation, right of first notification or similar right with respect to any securities or assets of any Acquired Acquiring Company; or (B) any “no shop” provision or similar exclusivity provision with respect to any securities or assets of any Acquired Acquiring Company; (x) any Contract providing any severance or change-in-control payment or benefit to any officer, director or employee of any Acquiring Company; (xi) any Contract with any Governmental Body that is material to the business or operations of any Acquiring Company; (xii) any interested party Contracts; (xiii) any Contract containing any royalty, dividend or similar arrangement based on the revenues or profits of any Acquiring Company; (xiv) any Contract for leased real property; (xv) any Contract with any financial advisor, broker, finder, investment bank or other Person, providing advisory services; or (xiiixvi) any Contract that contemplates or involves the payment or delivery of cash or other consideration in an amount or having has a value in excess of $100,000 or more in the aggregate, or contemplates or involves the performance of services having a value in excess of $100,000 in the aggregate aggregate, other than any arrangement or agreement expressly contemplated by or provided for under in this Agreement, that does not allow an Acquiring Company to terminate the Contract for convenience with no more than ninety (90) days prior notice to the other party and without the payment of any rebate, chargeback, penalty or other amount to such third party in connection with any such termination. (b) Company has made available to Parent F-Star an accurate and complete copy of each Contract listed or required to be listed in Part 2.16 3.16 of the Company Disclosure Schedule (any such Contract, a “Company Contract”). Neither There are no Company nor any of its SubsidiariesContracts that are not in written form. No Acquiring Company and, nor to Company’s knowledge any knowledge, no other party to a Company Contract, Contract has breached or violated in any material respect or materially defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any of the Company Contracts. To the knowledge of Company, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of timetime or both) would reasonably be expected to: (i) result in a violation or breach in any material respect of any of the provisions of any Company Contract; (ii) give any Person the right to declare a default in any material respect under any Company Contract; (iii) give any Person the right to receive or require a rebate, chargeback, penalty or change in delivery schedule under any Company Contract; (iv) give any Person the right to accelerate the maturity or performance of any Company Contract; or (v) give any Person the right to cancel, terminate or modify any Company Contract. Except as set forth on Part 3.16 of the Company Disclosure Schedule, the consummation of the Acquisition will not (either alone or upon the occurrence of additional acts or events) result in any material payment or payments becoming due from any Acquiring Company to any Person under any Company Contract or give any Person the right to terminate or alter the provisions of any Company Contract. No Person is renegotiating any material amount paid or payable to any Acquiring Company under any Company Contract or any other material term or provision of any Company Contract. Each Company Contract is valid, binding, enforceable and in full force and effect, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity.

Company Contracts. (a) Except for Excluded Contracts or as set forth in Part 2.16 of the Company Disclosure Schedule, neither Company nor any of its Subsidiaries is a party to or is bound by: (i) any management, employment, severance, retention, transaction bonus, change in control, consulting, relocation, repatriation or expatriation agreement or other similar Contract between: (i) any of the Acquired Companies or any of their ERISA Affiliates; and (ii) any active, retired or former employees, directors or consultants of any Acquired Company or any of their ERISA Affiliates, other than any such Contract that is terminable “at will” (or following a notice period imposed by applicable Legal Requirements) without any obligation on the part of any Acquired Company or any of their ERISA Affiliates to make any severance, termination, change in control or similar payment or to provide any benefit, other than severance payments required to be made by any Acquired Company under applicable foreign Legal Requirements; (ii) any Contracts identified or required to be identified in Part 2.8(b), Part 2.8(c) or Part 2.13(b) of the Company Disclosure Schedule; (iii) any Contract with any distributor, reseller or sales representativerepresentative with an annual value in excess of $50,000; (iv) any Contract with any manufacturer, vendor, or other Person for the supply of materials or performance of services by such third party to Company in relation to the manufacture of the Company’s products or product candidatescandidates with an annual value in excess of $50,000; (v) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement Transactions or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this AgreementTransactions; (vi) any Contract incorporating or relating to any guaranty, any warranty, any sharing of liabilities or any indemnity not entered into in the ordinary course of business, including any indemnification agreements between Company or any of its Subsidiaries and any of its officers or directors; (vii) any Contract imposing imposing, by its express terms, any material restriction on the right or ability of any Acquired Company: (A) to compete with any other Person; (B) to acquire any product or other asset or any services from any other Person; or (C) to solicit, hire or retain any Person as a director, an officer or other employee, a consultant or an independent contractor; (D) to develop, sell, supply, distribute, offer, support or service any product or any technology or other asset to or for any other Person; (E) to perform services for any other Person; or (F) to transact business with any other Person; (viii) any agreement, Contract or commitment currently in force relating to the disposition or acquisition of assets not in the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprise; (ix) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of creditcredit in excess of $50,000; (x) any joint marketing or development agreement; (xi) any commercial Contract that would reasonably be expected to have a material effect on the ability of Parent the Company to perform any of its material obligations under this Agreement, or to consummate any of the transactions contemplated by this Agreement, that is not set forth on Part 2.03 of the Company Disclosure Schedule; (xii) any Contract that provides for: (A) any right of first refusal, right of first negotiation, right of first notification or similar right with respect to any securities or assets of any Acquired Company; or (B) any “no shop” provision or similar exclusivity provision with respect to any securities or assets of any Acquired Company; or (xiii) any Contract that contemplates or involves the payment or delivery of cash or other consideration in an amount or having a value in excess of $100,000 or more 50,000 in the aggregate, or contemplates or involves the performance of services having a value in excess of $100,000 50,000 in the aggregate other than any arrangement or agreement expressly contemplated or provided for under this Agreement. (b) Company has made available to Parent an accurate and complete copy of each Contract listed or required to be listed in Part 2.16 of the Company Disclosure Schedule (any such Contract, a “Company Contract”). Neither Except as disclosed in Part 2.16 of the Company Disclosure Schedule, neither Company nor any of its Subsidiaries, nor to the Company’s knowledge any other party to a Company Contract, has breached or violated in any material respect or materially defaulted under, or received written notice that it has breached, violated or defaulted under, any of the terms or conditions of any of the Company Contracts. To the knowledge of Company, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) would reasonably be expected to: (i) result in a violation or breach in any material respect of any of the provisions of any Company Contract; (ii) give any Person the right to declare a default in any material respect under any Company Contract; (iii) give any Person the right to receive or require a rebate, chargeback, penalty or change in delivery schedule under any Company Contract; (iv) give any Person the right to accelerate the maturity or performance of any Company Contract; or (v) give any Person the right to cancel, terminate or modify any Company Contract. Each Company Contract is valid, binding, enforceable and in full force and effect, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity.

Company Contracts. (a) Except for Excluded Contracts or as set forth in Part 2.16 of the Company Disclosure Schedule, neither Company nor any of its Subsidiaries is a party to or is bound by: (i) any management, employment, severance, retention, transaction bonus, change in control, consulting, relocation, repatriation or expatriation agreement or other similar Contract between: (i) any of the Acquired Companies or any of their ERISA Affiliates; and (ii) any active, retired or former employees, directors or consultants of any Acquired Company or any of their ERISA Affiliates, other than any such Contract that is terminable “at will” (or following a notice period imposed by applicable Legal Requirements) without any obligation on the part of any Acquired Company or any of their ERISA Affiliates to make any severance, termination, change in control or similar payment or to provide any benefit, other than severance payments required to be made by any Acquired Company under applicable foreign Legal Requirements; (ii) any Contracts identified or required to be identified in Part 2.8(b), Part 2.8(c) or Part 2.13(b) of the Company Disclosure Schedule; (iii) any Contract with any distributor, reseller or sales representativerepresentative with an annual value in excess of $50,000; (iv) any Contract with any manufacturer, vendor, or other Person for the supply of materials or performance of services by such third party to Company in relation to the manufacture of the Company’s products or product candidatescandidates with an annual value in excess of $50,000; (v) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement Transactions or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this AgreementTransactions; (vi) any Contract incorporating or relating to any guaranty, any warranty, any sharing of liabilities or any indemnity not entered into in the ordinary course of business, including any indemnification agreements between Company or any of its Subsidiaries and any of its officers or directors; (vii) any Contract imposing imposing, by its express terms, any material restriction on the right or ability of any Acquired Company: (A) to compete with any other Person; (B) to acquire any product or other asset or any services from any other Person; or (C) to solicit, hire or retain any Person as a director, an officer or other employee, a consultant or an independent contractor; (D) to develop, sell, supply, distribute, offer, support or service any product or any technology or other asset to or for any other Person; (E) to perform services for any other Person; or (F) to transact business with any other Person; (viii) any agreement, Contract or commitment currently in force relating to the disposition or acquisition of assets not in the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprise; (ix) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of creditcredit in excess of $50,000; (x) any joint marketing or development agreement; (xi) any commercial Contract that would reasonably be expected to have a material effect on the ability of Parent the Company to perform any of its material obligations under this Agreement, or to consummate any of the transactions contemplated by this Agreement, that is not set forth on Part 2.03 of the Company Disclosure Schedule; (xii) any Contract that provides for: (A) any right of first refusal, right of first negotiation, right of first notification or similar right with respect to any securities or assets of any Acquired CompanyCompany for which a waiver of such right shall have not been obtained; or (B) any “no shop” provision or similar exclusivity provision with respect to any securities or assets of any Acquired Company; or (xiii) any Contract that contemplates or involves the payment or delivery of cash or other consideration in an amount or having a value in excess of $100,000 50,000 or more in the aggregate, or contemplates or involves the performance of services having a value in excess of $100,000 50,000 in the aggregate other than any arrangement or agreement expressly contemplated or provided for under this Agreement. (b) Company has made available to Parent an accurate and complete copy of each Contract listed or required to be listed in Part 2.16 of the Company Disclosure Schedule (any such Contract, a “Company Contract”). Neither Company nor any of its Subsidiaries, nor to the Company’s knowledge any other party to a Company Contract, has breached or violated in any material respect or materially defaulted under, or received written notice that it has breached, violated or defaulted under, any of the terms or conditions of any of the Company Contracts. To the knowledge of Company, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) would reasonably be expected to: (i) result in a violation or breach in any material respect of any of the provisions of any Company Contract; (ii) give any Person the right to declare a default in any material respect under any Company Contract; (iii) give any Person the right to receive or require a rebate, chargeback, penalty or change in delivery schedule under any Company Contract; (iv) give any Person the right to accelerate the maturity or performance of any Company Contract; or (v) give any Person the right to cancel, terminate or modify any Company Contract. Each Company Contract is valid, binding, enforceable and in full force and effect, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity.

Company Contracts. (a) Except as set forth in Part 2.16 of the Company Disclosure Schedule, neither Company nor any of its Subsidiaries is not a party to or and is not bound by: (i) any management, employment, severance, retention, transaction bonus, change in control, consulting, relocation, repatriation or expatriation agreement or other similar Contract between: (i) any of the Acquired Companies Company or any of their its ERISA Affiliates; and (ii) any active, retired or former employees, directors or consultants of any Acquired Company or any of their ERISA Affiliates, other than any such Contract that is terminable “at will” (or following a notice period imposed by applicable Legal RequirementsRequirements or, in the case of consulting agreements, following the notice period required in the Contract) without any obligation on the part of any Acquired Company or any of their ERISA Affiliates to make any severance, termination, change in control or similar payment or to provide any benefit, other than severance payments required to be made by any Acquired Company under applicable foreign Legal Requirements; (ii) any Contracts Contract identified or required to be identified in Part 2.8(b), Part 2.8(c) or Part 2.13(b) of the Company Disclosure Schedule; (iii) any Contract with any distributor, reseller or sales representative; (iv) any Contract with any manufacturer, vendor, or other Person for the supply of materials or performance of services by such third party to Company in relation to the manufacture of the Company’s products or product candidates; (v) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (vi) any Contract incorporating or relating to any guaranty, any warranty, any sharing of liabilities or any indemnity not entered into in the ordinary course of business, including any indemnification agreements between Company or any of its Subsidiaries and any of its officers or directors; (vii) any Contract imposing any material restriction on the right or ability of any Acquired Company: (A) to compete with any other Person; (B) to acquire any product or other asset or any services from any other Person; (C) to solicit, hire or retain any Person as a director, an officer or other employee, a consultant or an independent contractor; (D) to develop, sell, supply, distribute, offer, support or service any product or any technology or other asset to or for any other Person; (E) to perform services for any other Person; or (F) to transact business with any other Person; (viii) any agreement, Contract or commitment currently in force relating to the disposition or acquisition of assets not in the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprise; (ix) any mortgagesContract currently in effect or in effect at any time within the past five (5) years involving the acquisition or disposition, indenturesdirectly or indirectly (by merger or otherwise), loans of assets or capital stock or other equity interests or pursuant to which Company has continuing indemnification, guarantee, “earn-out” or other contingent payment obligations; (x) any Contract, mortgage, indenture, loan or credit agreementsagreement, security agreements agreement or other agreements agreement or instruments instrument relating to the borrowing of money or extension of credit; (xxi) any joint marketing or development agreement; (xixii) any Contract that would reasonably be expected to have a material effect on the ability of Parent to perform any of its material obligations under this Agreement, or to consummate any of the transactions contemplated by this Agreement; (xiixiii) any Contract that provides for: (A) any right of first refusal, right of first negotiation, right of first notification or similar right with respect to any securities or assets of any Acquired Company; or (B) any “no shop” provision or similar exclusivity provision with respect to any securities or assets of Company; (xiv) any Acquired Company; Contract relating to collective bargaining; (xv) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control;” or (xiiixvi) any Contract that contemplates or involves the payment or delivery of cash or other consideration in an amount or having a value in excess of $100,000 or more 50,000 in the aggregate, or contemplates or involves the performance of services having a value in excess of $100,000 50,000 in the aggregate aggregate, other than any arrangement or agreement expressly contemplated or provided for under this Agreement. (b) Company has made available to Parent an accurate and complete copy of each Contract listed or required to be listed in Part 2.16 of the Company Disclosure Schedule (any such Contract, a “Company Contract”). Neither Company nor any of its SubsidiariesCompany, nor to Company’s knowledge any other party to a Company Contract, has breached or violated in any material respect or materially defaulted under, or received written notice that it has breached, violated or defaulted under, any of the terms or conditions of any of the Company Contracts. To the knowledge of Company, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) would reasonably be expected to: (i) result in a violation or breach in any material respect of any of the provisions of any Company Contract; (ii) give any Person the right to declare a default in any material respect under any Company Contract; (iii) give any Person the right to receive or require a rebate, chargeback, penalty or change in delivery schedule under any Company Contract; (iv) give any Person the right to accelerate the maturity or performance of any Company Contract; or (v) give any Person the right to cancel, terminate or modify any Company Contract. Each Company Contract is valid, binding, enforceable and in full force and effect, effect except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity.

Company Contracts. (a) Except As of the date hereof, except for this Agreement or as set forth in Part 2.16 the Company SEC Reports or in Section 5.17 of the Company Disclosure ScheduleLetter, neither the Company nor any of its Subsidiaries is a party to or bound by any contract constituting a “material contract” (as such term is bound bydefined in Item 601(b)(10) of Regulation S-K of the SEC) or: (i) any managementwritten or oral contract, employmentagreement, severancelease, retention, transaction bonus, change in control, consulting, relocation, repatriation instrument or expatriation agreement or other similar Contract between: legally binding contractual commitment (i“Contract”) any with a customer of the Acquired Companies or any of their ERISA Affiliates; and (ii) any active, retired or former employees, directors or consultants of any Acquired Company or its Subsidiaries or with any of their ERISA Affiliates, other than any such Contract entity that is terminable “at will” (purchases goods or following a notice period imposed by applicable Legal Requirements) without any obligation on services from the part of any Acquired Company or any of their ERISA Affiliates to make any severance, termination, change in control or similar payment or to provide any benefit, other than severance payments required its Subsidiaries for future consideration to be made by paid to the Company or its Subsidiaries of $2,000,000 or more in any Acquired Company under applicable foreign Legal Requirementsfiscal year; (ii) any Contracts identified Contract which would prevent, materially delay or required to be identified in Part 2.8(b), Part 2.8(c) or Part 2.13(b) impede the consummation of the Company Disclosure Scheduletransactions contemplated by this Agreement, including the Merger; (iii) any Contract with (including any distributor, reseller exclusivity agreement) materially restricting the right of the Company to conduct its business as it is presently conducted or sales representativewhich could require the disposition of any material assets or line of business of the Company; (iv) any Contract with any manufacturer, vendor, for capital expenditures or other Person for the supply acquisition or construction of materials or performance fixed assets involving future payments in excess of services by such third party to Company in relation to the manufacture of the Company’s products or product candidates$1,000,000; (v) any agreement Contract for the purchase or plan, lease of goods or services (including, without limitation, equipment, materials, software, hardware, supplies, merchandise, parts or other property, assets or services), requiring aggregate future payments in excess of $1,000,000, other than inventory purchase orders executed in the ordinary course of business; (vi) any stock option planloan and credit agreement, stock appreciation Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge or other similar agreement pursuant to which any material Indebtedness of the Company or any of its Subsidiaries is outstanding or may be incurred; (vii) except for any Contract entered into in the ordinary course of business consistent with past practice, any Contract relating to guarantees or assumptions of other obligations of any third Person or reimbursements of any maker of a letter of credit which are, in the aggregate, in excess of $1,000,000; (viii) any Contract with any agency or department of the United States federal government or any state or local government for the purchase of goods and/or services from the Company or any Subsidiary which would reasonably be expected to result in future payments to the Company or any Subsidiary in excess of $2,000,000; (ix) any Contract that constitutes a collective bargaining or other arrangement with any U.S. or Canadian labor union, labor organization, workers’ association, works council or other collective group of employees; (x) any Contract granting a first refusal, first offer or similar preferential right plan to purchase or stock purchase plan, acquire any of the benefits Company Capital Stock or any of the Company’s assets; (xi) any Contract containing covenants binding upon the Company or any of its Subsidiaries that materially restrict the ability of the Company or any of its Subsidiaries (or that, following the consummation of the Merger could materially restrict the ability of the Surviving Corporation or its affiliates) to compete in any business that is material to the Company and its Subsidiaries, taken as a whole, as of the date of this Agreement, or that materially restricts the ability of the Company or any of its Subsidiaries (or that, following the consummation of the Merger, would materially restrict the ability of the Surviving Corporation or its affiliates) to compete with any Person or in any geographic area; (xii) any Contract creating or relating to any material partnership, joint venture, or joint development agreement involving future payments or capital commitments in excess of $2,000,000; (xiii) any Contract which (A) prohibits the payment of dividends or distributions in respect of Company Capital Stock or the capital stock of any wholly owned Subsidiary of the Company, (B) prohibits the pledging of Company Capital Stock or the capital stock of any wholly owned Subsidiary of the Company or (C) prohibits the issuance of guarantees by any wholly owned Subsidiary of the Company; (xiv) any written employment Contract, severance agreement or other similar binding agreement with any employees of the Company or any member of the Company Board, or any Contract that would otherwise obligate or commit the Company, the Surviving Corporation or their respective Subsidiaries to retain, or not to terminate, any employees; (xv) any Contract, other than customer Contracts entered into in the ordinary course of business, containing a covenant or covenants of the Company or any of its Subsidiaries to indemnify or hold harmless another Person unless such obligation to indemnify or hold harmless is less than $200,000; (xvi) any Contract relating to the disposition or acquisition by the Company or any of its Subsidiaries, with obligations remaining to be performed or liabilities continuing after the date of this Agreement, of any business or any amount of material assets other than in the ordinary course of business, including any “earn-out” or other contingent payments or obligations; or (xvii) any material hedge, collar, option, forward purchasing, swap, derivative or similar Contract, understanding or undertaking. All contracts of the type described in this Section 5.17(a) are hereinafter referred as “Company Contracts”. (b) Except as set forth in Section 5.17(b) of the Company Disclosure Letter, all Company Contracts are valid and binding agreements of the Company or a Subsidiary of the Company and are in full force and effect. To the Knowledge of the Company, none of the parties to such Company Contracts is in material breach thereof or material default thereunder or will be as a result of the execution of this Agreement or the consummation of the transactions contemplated hereby. (c) Except as set forth in Section 5.17(c) of the Company Disclosure Letter, no benefits under any Company Contract will be materially increased, or the and no vesting of any material benefits of which under any Company Contract will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any Agreement. Except as set forth in Section 5.17(c) of the benefits Company Disclosure Letter, there are no Company Contracts that require amounts payable by the Company or its Subsidiaries to any officers of which will be calculated on the basis of any Company or its Subsidiaries (in their capacity as officers) as a result of the transactions contemplated by this Agreement;Agreement and/or any subsequent employment termination. (vid) any Except where the following matters have not had or would not be reasonably expected to have a Company Material Adverse Effect, with respect to each Company Contract incorporating or relating to any guaranty, any warranty, any sharing of liabilities or any indemnity not entered into in between the ordinary course of business, including any indemnification agreements between Company or any of its Subsidiaries and any Governmental Entity and each outstanding bid, quotation or proposal by the Company or any Company Subsidiary (each, a “Bid”) that if accepted or awarded would lead to a Company Contract between the Company or any of its officers Subsidiaries and any Governmental Entity (each, a “Company Government Contract”) and each Company Contract between the Company or directorsany of its Subsidiaries and any prime contractor or upper-tier subcontractor relating to a Contract between such Person and any Governmental Entity and each outstanding Bid that if accepted or awarded would lead to a Material Company Contract between the Company or a Subsidiary of the Company and a prime contractor or upper-tier subcontractor relating to a Contract between such Person and any Governmental Entity (each, a “Company Government Subcontract”): (i) to the Knowledge of the Company (A) each such Company Government Contract or Company Government Subcontract was legally awarded, is binding on the Company or the applicable Subsidiary of the Company thereto, and is in full force and effect and (B) each such Company Government Contract (or, if applicable, each prime Contract under which such Company Government Subcontract was awarded) is not currently the subject of bid or award protest proceedings; (viiii) any the Company and each Subsidiary of the Company have complied in all material respects with all terms and conditions of such Company Government Contract imposing any material restriction on the right or ability of any Acquired Company: (A) to compete with any other Person; (B) to acquire any product or other asset or any services from any other Person; (C) to solicitCompany Government Subcontract, hire or retain any Person as a directorincluding all clauses, an officer or other employee, a consultant or an independent contractor; (D) to develop, sell, supply, distribute, offer, support or service any product or any technology or other asset to or for any other Person; (E) to perform services for any other Person; or (F) to transact business with any other Personprovisions and requirements incorporated expressly by reference therein; (viiiiii) the Company and each Subsidiary of the Company have complied in all material respects with all requirements of all Laws, including the Armed Services Procurement Act, the Federal Property and Administrative Services Act, the FAR, the Defense Federal Acquisition Regulation Supplement, the Truth in Negotiations Act, the government contracts cost principles (FAR Part 31), the Cost Accounting Standards, the Buy American Act, the Trade Agreements Act and the Procurement Integrity Act, whether incorporated explicitly, by reference or by operation of law; (iv) neither the United States government nor any agreementprime contractor, subcontractor or other Person has notified the Company or any Subsidiary of the Company, in writing, that the Company or any Subsidiary of the Company has breached or violated any Law or material certification, representation, clause, provision or requirement pertaining to such Company Government Contract or commitment currently Company Government Subcontract, and all facts set forth or acknowledged by any disclosures, representations or certifications submitted by or on behalf of the Company or any Subsidiary of the Company in force relating connection with such Company Government Contract or Company Government Subcontract were current, accurate and complete in all material respects on the date of submission; (v) neither the Company nor any Subsidiary of the Company has received any notice of termination for convenience, notice of termination for default, cure notice or show cause notice pertaining to such Company Government Contract or Company Government Subcontract; (vi) except as would not reasonably be expected to be material to the disposition or acquisition of assets not Company, other than in the ordinary course of business consistent with past practice, to the Knowledge of the Company, no cost incurred by the Company or any ownership interest Subsidiary of the Company pertaining to a Company Government Contract or Company Government Subcontract has been questioned or challenged is the subject of any audit or investigation or has been disallowed by any Governmental Entity; and (vii) no material payment due to the Company or any Subsidiary of the Company pertaining to such Company Government Contract or Company Government Subcontract has been withheld based upon negative performance related allegations or claims and no claim has been made in writing to withhold payment based upon negative performance related allegations or claims. (e) To the Knowledge of the Company, except as set forth on Section 5.17(e) of the Company Disclosure Letter, neither the Company, any corporationSubsidiary of the Company, partnershipnor any of their respective directors, joint venture officers or employees, is or since April 27, 2006 has been under administrative, civil or criminal investigation, indictment or information by any Governmental Entity, or any audit or investigation by the Company or any Subsidiary of the Company, with respect to any alleged act or omission arising under or relating to any Company Government Contract or Company Government Subcontract. (f) There exist (i) no outstanding material claims against the Company or any Subsidiary of the Company, either by any Governmental Entity or by any prime contractor, subcontractor, vendor or other business enterprise;person, arising under or relating to any Company Government Contract or Company Government Subcontract, and (ii) no outstanding material claims or requests for equitable adjustment or disputes between the Company or any Subsidiary of the Company and the United States government under the Contract Disputes Act, as amended, or any other Law, or between the Company or any Subsidiary of the Company and any prime contractor, subcontractor, vendor or other person arising under or relating to any Company Government Contract or Company Government Subcontract. To the Knowledge of the Company, neither the Company nor any Subsidiary of the Company received any material adverse or negative past performance evaluations or ratings in connection with any Company Government Contract, Company Government Subcontract or other Contract with a Governmental Entity within the past three years. Neither the Company nor any Subsidiary of the Company has (i) any pending material claim against any Governmental Entity or (ii) any pending material claim against any prime contractor, subcontractor, vendor or other person arising under or relating to any Company Government Contract or Company Government Subcontract. (ixg) any mortgagesExcept as described in Section 5.17(g) of the Company Disclosure Letter, indentures, loans there are no claims or credit agreements, security agreements or other agreements or instruments disputes relating to the borrowing Company Government Contracts which, if resolved unfavorably to the Company, would, individually or in the aggregate, have a Company Material Adverse Effect. In addition, to the Knowledge of money the Company, there are no known or extension reasonably foreseeable expenditures which would materially increase the estimated cost to complete performance of credit;the Company Government Contracts above the amounts set forth in the estimates to complete. (xh) To the Knowledge of the Company, since April 27, 2006, neither the Company nor any joint marketing operating segment has been debarred or development agreement; suspended for 90 days or more in any consecutive twelve-month period, or proposed for debarment or suspension, or received notice of actual or proposed debarment or suspension, from participation in the award of Contracts with the United States government (xi) any Contract excluding for this purpose ineligibility to bid on certain contracts due to generally applicable bidding requirements). To the Knowledge of the Company, since April 27, 2006, there exist no facts or circumstances that would reasonably be expected to have result in a material effect finding of non-responsibility or ineligibility on the ability of Parent to perform any of its material obligations under this Agreement, or to consummate any of the transactions contemplated by this Agreement; (xii) any Contract that provides for: (A) any right of first refusal, right of first negotiation, right of first notification or similar right with respect to any securities or assets of any Acquired Company; or (B) any “no shop” provision or similar exclusivity provision with respect to any securities or assets of any Acquired Company; or (xiii) any Contract that contemplates or involves the payment or delivery of cash or other consideration in an amount or having a value in excess of $100,000 or more in the aggregate, or contemplates or involves the performance of services having a value in excess of $100,000 in the aggregate other than any arrangement or agreement expressly contemplated or provided for under this Agreement. (b) Company has made available to Parent an accurate and complete copy of each Contract listed or required to be listed in Part 2.16 part of the Company Disclosure Schedule (or any such Contract, a “Company Contract”). Neither Company nor any of its Subsidiaries, nor to Company’s knowledge any other party to a Company Contract, has breached or violated in any material respect or materially defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any of the Company Contracts. To the knowledge of Company, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) would reasonably be expected to: (i) result in a violation or breach in any material respect of any of the provisions of any Company Contract; (ii) give any Person the right to declare a default in any material respect under any Company Contract; (iii) give any Person the right to receive or require a rebate, chargeback, penalty or change in delivery schedule under any Company Contract; (iv) give any Person the right to accelerate the maturity or performance of any Company Contract; or (v) give any Person the right to cancel, terminate or modify any Company Contract. Each Company Contract is valid, binding, enforceable and in full force and effect, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equityoperating segment.