Common use of Compliance with Agreements; Certain Agreements Clause in Contracts

Compliance with Agreements; Certain Agreements. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement or Section 2.10(a) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any other party thereto is in breach or violation of, or in default in the performance or observance of any term or provision of, and no event has occurred which, with notice or lapse of time or both, could be reasonably expected to result in a default under, (i) the certificate of incorporation or bylaws (or other comparable charter documents) of the Company or any of its Subsidiaries or (ii) any contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound, except in the case of clause (ii) for breaches, violations and defaults which, individually or in the aggregate, are not having and could not be reasonably expected to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (b) Except as disclosed in Section 2.10(b) of the Company Disclosure Schedule or in the Company SEC Reports filed prior to the date of this Agreement or as provided for in this Agreement, as of the date hereof, neither the Company nor any of its Subsidiaries is a party to any oral or written (i) consulting agreement not terminable on thirty (30) days' or less notice, (ii) union or collective bargaining agreement, (iii) agreement with any executive officer or other key employee of the Company or any of its Subsidiaries the benefits of which are contingent or vest, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company or any of its Subsidiaries of the nature contemplated by this Agreement, (iv) agreement with respect to any executive officer or other key employee of the Company or any of its Subsidiaries providing any term of employment or compensation guarantee, or (v) agreement or plan, including any stock option, stock appreciation right, restricted stock or stock purchase plan, any of the benefits of which will be increased, or the vesting of the 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.

Compliance with Agreements; Certain Agreements. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement or Section 2.10(a) 2.11 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any other party thereto is in breach or violation of, or in default in the performance or observance of any term or provision of, and no event has occurred which, with notice or lapse of time or both, could be reasonably expected to result in a default under, (i) the certificate of incorporation or bylaws (or other comparable charter documents) of the Company or any of its Subsidiaries or (ii) any contract Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound, except in the case of clause (ii) for breaches, violations and defaults which, individually or in the aggregate, are not having and could not be reasonably expected to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (b) Except as disclosed in Section 2.10(b) 2.11 of the Company Disclosure Schedule or in the Company SEC Reports filed prior to the date of this Agreement or as provided for in this Agreement, as of the date hereof, neither the Company nor any of its Subsidiaries is a party to any oral or written (i) consulting agreement not terminable on thirty (30) days' or less notice, (ii) union or collective bargaining agreement, (iii) agreement with any executive officer or other key employee of the Company or any of its Subsidiaries the benefits of which are contingent or vest, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company or any of its Subsidiaries of the nature contemplated by this Agreement, (iv) agreement with respect to any executive officer or other key employee of the Company or any of its Subsidiaries providing any term of employment or compensation guarantee, or (v) agreement or plan, including any stock option, stock appreciation right, restricted stock or stock purchase plan, any of the benefits of which will be increased, or the vesting of the 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.

Compliance with Agreements; Certain Agreements. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement or Section 2.10(a) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries Subsidiaries, nor, to the knowledge of the Company, any other party thereto thereto, is in breach or violation of, or in default in the performance or observance of any term or provision of, and no event has occurred which, with notice or lapse of time or both, could would reasonably be reasonably expected to result in a default under, (i) the certificate of incorporation charter or bylaws (or other comparable charter documents) of the Company or any of its Subsidiaries or (ii) any contract Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of Company, its Subsidiaries or any of their respective assets assets, business or properties is boundoperations may be bound or affected, or under which the Company, its Subsidiaries or their respective assets, business or operations receives benefits, except in the case of clause (ii) for with respect to breaches, violations and defaults which, individually or in the aggregate, are would not having and could not reasonably be reasonably expected to have a Material Adverse Effect on the Company Company. All such Contracts are in full force and its Subsidiaries taken as effect, except to the extent they have previously expired in accordance with their terms, or except where such invalidity or unenforceability would not reasonably be expected to have, individually or in the aggregate, a wholeMaterial Adverse Effect on the Company. (b) Except as disclosed in Section 2.10(b) set forth as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 or any of the Company Disclosure Schedule or in the Company SEC Reports filed prior to the date of this Agreement or as provided for in this Agreement, as of the date hereofsubsequently thereto, neither the Company nor any of its Subsidiaries is a party to, bound by or subject to any oral or written (i) consulting agreement not terminable on thirty (30) days' providing for annual payments by the Company or less noticeits Subsidiaries in excess of $50,000, (ii) union or collective bargaining agreement, (iii) agreement with any executive officer or other key employee of the Company or any of its Subsidiaries the benefits of which are contingent or vest, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company or any of its Subsidiaries of the nature contemplated by this Agreement, (iv) agreement with respect to any executive director, officer or other key employee of the Company or any of its Subsidiaries providing any term of employment or compensation guarantee, or (v) agreement or plan, including any stock option, stock appreciation right, restricted stock or stock purchase plan, any of the benefits of which will be increased, or the vesting of the 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) agreement that would restrict the ability of the Company or its Subsidiaries to compete in any business in any location, (vii) agreements concerning a partnership or joint venture, (viii) loan agreements, promissory notes, security agreements, deeds of trust and other agreements relating to indebtedness for borrowed money or deferred purchase price of property (other than trade payables arising in the ordinary course of business), (ix) agreement relating to business acquisitions or dispositions not yet consummated, including any separate Tax or indemnification agreements, and (x) Contract that is otherwise material to the Company; provided that any such Contract made in the ordinary course of business (other than those set forth in (i) through (ix) above) need not be set forth on Schedule 3.11(b)(x) of the Company Disclosure Schedule unless it is of the type specified in Item 601(b) (10)(ii) of the SEC’s Regulation S-K.

Compliance with Agreements; Certain Agreements. (a) Except as disclosed in the The Company SEC Reports filed prior to the date of this Agreement or Section 2.10(a) of the Company Disclosure Scheduleis not, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, is any other party thereto is in breach or violation of, or in default in the performance or observance of any term or provision of, and no event has occurred which, with notice or lapse of time or both, could would reasonably be reasonably expected to result in a default under, (i) the certificate of incorporation or bylaws (or other comparable charter documents) of the Company or any of its Subsidiaries or (ii) any contract Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound, except in the case of clause with respect to (ii) for breaches, violations and defaults which, individually or in the aggregate, are would not having and could not reasonably be reasonably expected to have a Material Adverse Effect on the Company Company. All such Contracts are in full force and its Subsidiaries taken as effect, except to the extent they have previously expired in accordance with their terms, or except where such invalidity or unenforceability would not reasonably be expected to have a wholeMaterial Adverse Effect on the Company. (b) Except as disclosed in Section 2.10(b) of the Company Disclosure Schedule or set forth in the Company SEC Reports filed prior to the date of this Agreement or as provided for in this Agreement, as of the date hereof, neither the Company nor any of its Subsidiaries is not a party to any oral or written (i) consulting agreement not terminable on thirty (30) days' or less noticeproviding for annual payments by the Company in excess of $50,000, (ii) union or collective bargaining agreement, (iii) agreement with any executive officer or other key employee of the Company or any of its Subsidiaries the benefits of which are contingent or vest, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company or any of its Subsidiaries of the nature contemplated by this Agreement, (iv) agreement with respect to any executive officer or other key employee of the Company or any of its Subsidiaries providing any term of employment or compensation guarantee, or (v) agreement or plan, including any stock option, stock appreciation right, restricted stock or stock purchase plan, any of the benefits of which will be increased, or the vesting of the 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) agreement that would restrict the Company’s ability to compete in any business in any location, (vii) agreement concerning a partnership or joint venture, (viii) loan agreement, promissory note, security agreement, deed of trust or any other agreement relating to indebtedness for borrowed money or deferred purchase price of property (other than trade payables arising in the ordinary course of business), (ix) any agreement relating to business acquisitions or dispositions not yet consummated, including any separate Tax or indemnification agreements, or (x) other agreement that would be required to be filed as an exhibit to an Annual Report on Form 10-K of the Company if the Company were to file such a report on the date of this Agreement (assuming for this purpose that the fiscal year covered thereby ended on the date of this Agreement).

Compliance with Agreements; Certain Agreements. (a) Except as disclosed in the Company SEC Corel Reports filed prior to the date of this Agreement or Section 2.10(a) of the Company Disclosure ScheduleAgreement, neither the Company Corel nor any of its Subsidiaries nor, to the knowledge of the CompanyCorel, any other party thereto is in breach or violation of, or in default in the performance or observance of any term or provision of, and no event has occurred which, with notice or lapse of time or both, could be reasonably expected to result in a default under, (i) the certificate certificates or articles of incorporation or bylaws (or other comparable charter documents) of the Company Corel or any of its Subsidiaries or (ii) any contract Contract to which the Company Corel or any of its Subsidiaries is a party or by which the Company Corel or any of its Subsidiaries or any of their respective assets or properties is bound, except in the case of clause (ii) for breaches, violations and defaults which, individually or in the aggregate, are not having and could not be reasonably expected to have a Material Adverse Effect material adverse effect on the Company Corel and its Subsidiaries taken as a whole. Except for this Agreement and those agreements and other documents filed as exhibits to the Corel Reports or set forth in Section 4.11 of the Corel Disclosure Letter, as of the date of this Agreement, neither Corel nor any of its Subsidiaries is a party to or bound by any non-competition agreement or other agreement or arrangement that materially restricts it or any of its Subsidiaries from competing in any line of business. (b) Except as disclosed in Section 2.10(b) 4.11 of the Company Corel Disclosure Schedule Letter or in the Company SEC Corel Reports filed prior to the date of this Agreement or as provided for in this Agreement, as of the date hereof, neither the Company Corel nor any of its Subsidiaries is a party to any oral or written (i) consulting agreement not terminable on thirty (30) 30 days' or less noticenotice involving the payment of more than $250,000 per annum in the aggregate for all such agreements, (ii) union or collective bargaining agreementagreement which covers any employees, (iii) agreement with any executive officer or other key employee of the Company Corel or any of its Subsidiaries Subsidiaries, the benefits of which in the aggregate for all such executive officers and employees exceed $5 million, and which are contingent or vest, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company Corel or any of its Subsidiaries of the nature contemplated by this Agreement, (iv) agreement with respect to any executive officer or other key employee of the Company Corel or any of its Subsidiaries providing any term of employment or compensation guarantee, guarantee or (v) agreement or plan, including any stock option, stock appreciation right, restricted stock or stock purchase plan, any of the benefits of which will be increased, or the vesting of the 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.

Compliance with Agreements; Certain Agreements. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement or Section 2.10(a) 3.11 of the Company Disclosure ScheduleLetter or in the Recent Company SEC Reports, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any other party thereto is in breach or violation of, or in default in the performance or observance of any term or provision of, and no event has occurred which, with notice or lapse of time or both, could be is reasonably expected to result in a default under, (i) the certificate certificates or articles of incorporation or bylaws (or other comparable charter documents) of the Company or any of its Significant Subsidiaries or (ii) any contract Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound, except in the case of clause (ii) for breaches, violations and defaults which, individually or in the aggregate, are not having and could are not be reasonably expected to have a Material Adverse Effect material adverse effect on the Company and its Subsidiaries taken as a whole. (b) Except as disclosed in Section 2.10(b) 3.11 of the Company Disclosure Schedule Letter or in the Recent Company SEC Reports filed prior to the date of this Agreement or as provided for in this Agreement, as of the date hereof, neither the Company nor any of its Subsidiaries is a party to any oral or written (i) consulting agreement not terminable on thirty (30) days' or less notice, (ii) union or collective bargaining agreement, (iii) agreement with any executive officer or other key employee of the Company or any of its Subsidiaries the benefits of which are contingent or vest, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company or any of its Subsidiaries of the nature contemplated by this Agreement, (iv) agreement with respect to any executive officer or other key employee of the Company or any of its Subsidiaries providing any term of employment or compensation guarantee, guarantee or (v) agreement or plan, including any stock option, stock appreciation right, restricted stock or stock purchase plan, any of the benefits of which will be increased, or the vesting of the 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.

Compliance with Agreements; Certain Agreements. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement or Section 2.10(a) of the Company Disclosure ScheduleAgreement, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any other party thereto is in breach or violation of, or in default in the performance or observance of any term or provision of, and no event has occurred which, with notice or lapse of time or both, could be reasonably expected to result in a default under, (i) the certificate certificates of incorporation or bylaws (or other comparable charter documents) of the Company or any of its Subsidiaries or (ii) any contract Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound, except in the case of clause (ii) for breaches, violations and defaults which, individually or in the aggregate, are not having and could not be reasonably expected to have a Material Adverse Effect material adverse effect on the Company and its Subsidiaries taken as a whole. (b) Except as disclosed in Section 2.10(b) 4.11 of the Company Disclosure Schedule Letter or in the Company SEC Reports filed prior to the date of this Agreement or as provided for in this Agreement, as of the date hereof, neither the Company nor any of its Subsidiaries is a party to any oral or written (i) consulting agreement not terminable on thirty (30) days' or less notice, (ii) union or collective bargaining agreement, (iii) agreement with any executive officer or other key employee of the Company or any of its Subsidiaries the benefits of which are contingent or vest, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company or any of its Subsidiaries of the nature contemplated by this Agreement, (iv) agreement with respect to any executive officer or other key employee of the Company or any of its Subsidiaries providing any term of employment or compensation guarantee, or (v) agreement or plan, including any stock option, stock appreciation right, restricted stock or stock purchase plan, any of the benefits of which will be increased, or the vesting of the 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 AgreementAgreement or (vi) Contract which is material to any of their operations taken as a whole or could have a material adverse effect on the ability of the Company, Parent or Sub to consummate the transactions contemplated hereby or could reasonably be expected to result in a material adverse effect on the Company after the consummation of the transactions contemplated hereby.

Compliance with Agreements; Certain Agreements. (a) Except as disclosed in the Company SEC Inprise Reports filed prior to the date of this Agreement or Section 2.10(a) of the Company Disclosure ScheduleAgreement, neither the Company Inprise nor any of its Subsidiaries nor, to the knowledge of the CompanyInprise, any other party thereto is in breach or violation of, or in default in the performance or observance of any term or provision of, and no event has occurred which, with notice or lapse of time or both, could be reasonably expected to result in a default under, (i) the certificate certificates or articles of incorporation or bylaws (or other comparable charter documents) of the Company Inprise or any of its Subsidiaries or (ii) any contract Contract to which the Company Inprise or any of its Subsidiaries is a party or by which the Company Inprise or any of its Subsidiaries or any of their respective assets or properties is bound, except in the case of clause (ii) for breaches, violations and defaults which, individually or in the aggregate, are not having and could not be reasonably expected to have a Material Adverse Effect material adverse effect on the Company Inprise and its Subsidiaries taken as a whole. Except for this Agreement and those agreements and other documents filed as exhibits to the Inprise Reports or set forth in Section 3.11 of the Inprise Disclosure Letter, as of the date of this Agreement, neither Inprise nor any of its Subsidiaries is a party to or bound by any non-competition agreement or other agreement or arrangement that materially restricts it or any of its Subsidiaries from competing in any line of business. (b) Except as disclosed in Section 2.10(b) 3.11 of the Company Inprise Disclosure Schedule Letter or in the Company SEC Inprise Reports filed prior to the date of this Agreement or as provided for in this Agreement, as of the date hereof, neither the Company Inprise nor any of its Subsidiaries is a party to any oral or written (i) consulting agreement not terminable on thirty (30) 30 days' or less noticenotice involving the payment of more than $250,000 per annum in the aggregate for all such agreements, (ii) union or collective bargaining agreementagreement which covers any employees, (iii) agreement with any executive officer or other key employee of the Company Inprise or any of its Subsidiaries Subsidiaries, the benefits of which in the aggregate for all such executive officers and employees exceed $5 million, and which are contingent or vest, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company Inprise or any of its Subsidiaries of the nature contemplated by this Agreement, (iv) agreement with respect to any executive officer or other key employee of the Company Inprise or any of its Subsidiaries providing any term of employment or compensation guarantee, guarantee or (v) agreement or plan, including any stock option, stock appreciation right, restricted stock or stock purchase plan, any of the benefits of which will be increased, or the vesting of the 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.

Compliance with Agreements; Certain Agreements. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement or Section 2.10(a) of the Company Disclosure ScheduleAgreement, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any other party thereto is in breach or violation of, or in default in the performance or observance of any term or provision of, and no event has occurred which, with notice or lapse of time or both, could be reasonably expected to result in a default under, (i) the certificate certificates or articles of incorporation or bylaws (or other comparable charter documents) of the Company or any of its Subsidiaries or (ii) any contract Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound, except in the case of clause (ii) for breaches, violations and defaults which, individually or in the aggregate, are not having and could not be reasonably expected to have a Material Adverse Effect material adverse effect on the Company and its Subsidiaries taken as a wholewhole or on the ability of the Company to consummate the transactions contemplated hereby. (b) Except as disclosed in Section 2.10(bSchedule 3.11(b) of the Company Disclosure Schedule or in the Company SEC Reports filed prior to the date of this Agreement or as provided for in this Agreement, as of the date hereofhereof and the Effective Time, neither the Company nor any of its Subsidiaries is a party to any oral or written (i) consulting agreement not terminable on thirty (30) days' or less notice, (ii) union or collective bargaining agreement, (iii) agreement with any executive officer or other key employee of the Company or any of its Subsidiaries the benefits of which are contingent or vest, or the terms of which are materially alteredaltered or the benefits of which will be increased, upon the occurrence of a transaction involving the Company or any of its Subsidiaries of the nature contemplated by this Agreement, (iv) agreement with respect to any executive officer or other key employee of the Company or any of its Subsidiaries providing any term of employment or compensation guarantee, guarantee or (v) agreement or plan, including any stock option, stock appreciation right, restricted stock or stock purchase plan, any of the benefits of which will be increased, or the vesting of the 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 AgreementAgreement except in the case of clauses (i) and (ii) where such agreements, individually or in the aggregate, are not having and could not be reasonably expected to have a material adverse effect on the Company and its Subsidiaries taken as a whole or on the ability of the Company to consummate the transactions contemplated hereby.

Compliance with Agreements; Certain Agreements. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement or Section 2.10(a) of the Company Disclosure ScheduleAgreement, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any other party thereto is in breach or violation of, or in default in the performance or observance of any term or provision of, and no event has occurred which, with notice or lapse of time or both, could be reasonably expected to result in a default under, (i) the certificate certificates or articles of incorporation or bylaws (or other comparable charter documents) of the Company or any of its Significant Subsidiaries or (ii) any contract Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound, except in the case of clause (ii) for breaches, violations and defaults which, individually or in the aggregate, are not having and could not be reasonably expected to have a Material Adverse Effect material adverse effect on the Company and its Subsidiaries taken as a whole. (b) Except as disclosed in Section 2.10(b) 3.11 of the Company Disclosure Schedule Letter or in the Company SEC Reports filed prior to the date of this Agreement or as provided for in this Agreement, as of the date hereof, neither the Company nor any of its Subsidiaries is a party to any oral or written (i) consulting agreement not terminable on thirty (30) days' or less notice, (ii) union or collective bargaining agreement, (iii) agreement with any executive officer or other key employee of the Company or any of its Subsidiaries the benefits of which are contingent or vest, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company or any of its Subsidiaries of the nature contemplated by this Agreement, (iv) agreement with respect to any executive officer or other key employee of the Company or any of its Subsidiaries providing any term of employment or compensation guarantee, guarantee or (v) agreement or plan, including any stock option, stock appreciation right, restricted stock or stock purchase plan, any of the benefits of which will be increased, or the vesting of the 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.benefits

Compliance with Agreements; Certain Agreements. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement or Section 2.10(a) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any other party thereto is in breach or violation of, or in default in the performance or observance of any term or provision of, and no event has occurred which, with notice or lapse of time or both, could would reasonably be reasonably expected to result in a default under, (i) the certificate articles of incorporation or bylaws (or other comparable charter documents) code of regulations of the Company or any of its Subsidiaries or (ii) any contract Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound. All such Contracts are in full force and effect, except to the extent they have previously expired in the case of clause (ii) for breaches, violations and defaults which, individually or in the aggregate, are not having and could not be reasonably expected to have a Material Adverse Effect on the Company and its Subsidiaries taken as a wholeaccordance with their terms. (b) Except as disclosed set forth in Section 2.10(b3.11(b)(i) of the Company Disclosure Schedule or in the Company SEC Reports filed prior to the date of this Agreement or as provided for in this Agreement, as of the date hereofLetter, neither the Company nor any of its Subsidiaries (i) is a party to any oral agreement, obligation, understanding or commitment (whether written (ior oral) consulting agreement not terminable on thirty (30) days' which involves a potential or less noticeactual commitment or aggregate payments to or from the Company or any Subsidiary thereof to or from any third party in excess of $10,000, or which is otherwise material to the operations of the business, (ii) union has any employment agreements; stock redemption or purchase agreements; financing agreements; collective bargaining agreement, (iii) agreement agreements; consulting or management services agreements; independent contractor agreements; or agreements with any executive officer current or other key employee former officers, directors, employees or shareholders of the Company or any of its Subsidiaries the benefits of which are contingent Subsidiary thereof or vestpersons or organizations related to or affiliated with any such persons, (iii) has any agreement or the terms of which are materially altered, upon the occurrence of a transaction involving the Company arrangement concerning directory publishing matters or any of its Subsidiaries of the nature contemplated by this Agreementbilling and collection matters, (iv) has any note, mortgage, agreement with respect to any executive officer or other key employee arrangement that limits the ability of the Company or any Subsidiary thereof to compete in any line of its Subsidiaries providing business or to compete with any term other Person, (v) has any agreement relating to any obligation for borrowed money or any guarantee or indemnification of employment or compensation guaranteethe granting of security for an obligation for borrowed money or any other obligation or liability, (vi) has any agreement relating to 911 or E911 services, interconnection, reseller or collocation arrangements, or other arrangements with any local exchange carrier, competitive access provider or other telecommunications carrier, (vii) any agreement relating to licenses to or from the Company or any Subsidiary of the Company with respect to software or hardware or other information technology used in the businesses of the Company or any Subsidiary thereof, or with respect to any other use or licensing by the Company or any Subsidiary thereof of property, technology or rights belonging to any other Person; (viii) any agreement relating to any indemnity obligations of the Company or any Subsidiary thereof, or (vix) any agreement with any Governmental or plan, including any stock option, stock appreciation right, restricted stock or stock purchase plan, any Regulatory Authority (all such items as are enumerated in (i) through (ix) above being expressly included within the definition of “Contract” as provided in Section 3.04 hereof). Except as set forth in Section 3.11(b)(ii) of the benefits of Company Disclosure Letter, neither the Company nor any Subsidiary thereof is a party to any Contract or arrangement which will be increasedis likely to have a material adverse effect on the assets, liabilities, properties, or the vesting financial condition of the benefits Company or any Subsidiary thereof, taken as a whole. Except as set forth in Section 3.04(b) of which will the Company Disclosure Letter, no approval or other consent is required to be accelerated, obtained by the occurrence Company or an Subsidiary thereof concerning any Contract in connection with the execution of any this Agreement or the consummation 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 Agreementhereby.

Compliance with Agreements; Certain Agreements. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement or in Section 2.10(a4.11(a) of the Company Disclosure ScheduleLetter, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any other party thereto is in breach or violation of, or in default in the performance or observance of any term or provision of, and no event has occurred which, with notice or lapse of time or both, could be reasonably expected to result in a default under, (i) the certificate certificates or articles of incorporation or bylaws (or other comparable charter documents) of the Company or any of its Subsidiaries or (ii) any contract Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound, except in the case of clause (ii) for breaches, violations and defaults which, individually or in the aggregate, are not having and could not be reasonably expected to have a Company Material Adverse Effect on the Company and its Subsidiaries taken as a wholeEffect. (b) Except as disclosed in Section 2.10(b4.11(b) of the Company Disclosure Schedule Letter or in the Company SEC Reports filed prior to the date of this Agreement or as provided for in this Agreement, as of the date hereof, neither the Company nor any of its Subsidiaries is a party to any oral or written written: (iA) consulting agreement not terminable on thirty Contract (30excluding Company Employee Benefit Plans) days' providing for a commitment of employment or less noticeconsultation services for a specified or unspecified term or otherwise relating to employment or the termination of employment; and (B) representations, commitments, promises, communications or courses of conduct (iiexcluding Company Employee Benefit Plans and any such Contracts referred to in clause (A)) union or collective bargaining agreement, (iii) agreement with any executive officer or other key employee involving an obligation of the Company or any Subsidiary of its Subsidiaries the benefits of which are contingent or vest, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company or to make payments in any of its Subsidiaries of the nature contemplated by this Agreementyear, (iv) agreement other than with respect to salary or incentive compensation payments in the ordinary course of business, to any executive officer employee exceeding $100,000 individually or other key employee $500,000 in the aggregate; (ii) Contracts with any person containing any provision or covenant prohibiting or limiting the ability of the Company or any Subsidiary of the Company to engage in any business activity, change its Subsidiaries providing operations or compete with any term person or prohibiting or limiting the ability of employment any person to compete with the Company or compensation guaranteeany Subsidiary of the Company; (iii) partnership, joint venture, shareholders' or other similar Contracts with any person; (iv) Contracts relating to indebtedness of the Company or any Subsidiary of the Company in excess of $250,000 or to any capital stock issued or issuable by the Company or any Subsidiary of the Company; (v) Contracts relating to (A) the future disposition or acquisition of any assets or properties, other than dispositions or acquisitions in the ordinary course of business consistent with past practice, and (B) any merger or other business combination; (vi) agreement or plan, including any stock option, stock appreciation right, restricted stock or stock purchase plan, any of the benefits of which will be increased, or the vesting of the 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, or which will terminate or require the payment of any penalties or other amounts upon the occurrence of, the transactions contemplated by this Agreement; (vii) collective bargaining or similar labor Contracts; (viii) other Contracts involving commitments in excess of $250,000 or having a term of twelve (12) months or more and not terminable on less than three months' notice without costs or other liability to the Company or its Subsidiaries, except for employment and insurance Contracts; and (ix) agreements, transactions or payments of any kind between the Company or its Subsidiaries, on the one hand, and any of the Stockholders or their Subsidiaries or affiliates, on the other hand. (c) The Settlement Agreement, dated as of February 25, 2000 (the "Settlement Agreement"), by and between AM Products Company, formerly known as AM Cosmetics, Inc., a Delaware corporation, AM Cosmetics Corp., formerly known as Xxx Acquisition Corp., a Delaware corporation, and Xxxxxx Products Company, a Delaware corporation wholly owned by the Company ("CPC"), and the related mutual releases entered into in connection therewith and the releases referred to in Section 7.06 of the Company Disclosure Letter (collectively, the "Releases"), are in full force and effect, and there does not exist thereunder any breach, violation, default or event or condition that, after notice or lapse of time or both, would constitute a breach, violation or default thereunder by any party thereto.

Compliance with Agreements; Certain Agreements. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement PHC Disclosure Documents or Section 2.10(a) of the Company Disclosure Scheduleas would not have a PHC Material Adverse Effect, neither the Company PHC nor any of its the Subsidiaries nor, to the knowledge of the Company, any other party thereto is in breach or violation of, or in default in the performance or observance of any term or provision of, and no event has occurred which, with notice or lapse of time or both, could would be reasonably expected to result in a default under, : (i) the certificate its articles of incorporation or bylaws (or other comparable charter documents) of the Company or any of its Subsidiaries or ); (ii) any contract to which the Company or PHC Management Contract; (iii) any of its Subsidiaries is a party or by which the Company or PHC Lease; (iv) any of its Subsidiaries or PHC Partnership Agreement; or (v) any of their respective assets or properties is bound, except in the case of clause PHC Contract (ii) for breaches, violations and defaults which, individually or in the aggregate, are not having and could not be reasonably expected to have a Material Adverse Effect on the Company and its Subsidiaries taken as a wholedefined below). (b) Except as disclosed in Section 2.10(b) of the Company Disclosure Schedule or with respect to those agreements listed in the Company SEC Reports filed PHC Disclosure Documents, true and correct copies of which have been made available to Brim prior to the date execution of this Agreement Agreement, the receipt of which is hereby acknowledged by Brim, or as provided for in this Agreement, as of the date hereofto its knowledge, neither the Company PHC nor any of its the Subsidiaries is a party to to, nor are any of its or their assets bound or affected by, any oral or written agreements of the following nature (the "PHC Contracts"): (i) consulting agreement agreement, contract, arrangement or understanding not terminable whether with or without penalty on thirty (30) 90 days' or less notice, notice involving the payment of more than $50,000 per annum individually or $100,000 per annum in the aggregate for all such agreements; (ii) union or collective bargaining agreement, ; (iii) agreement agreement, contract, arrangement, commitment, understanding or obligation with any executive officer or other key employee Key Employee (as hereinafter defined) of the Company PHC or any of its the Subsidiaries the benefits of which are contingent or vest, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company or any of its Subsidiaries PHC of the nature contemplated by this Agreement, ; (iv) agreement agreement, contract, arrangement, commitment, understanding or obligation with respect to any executive officer or other key employee Key Employee of the Company PHC or any of its Subsidiaries Subsidiary providing any term of employment or compensation guarantee, guarantee extending for a period longer than 90 days after the date hereof and for the payment of more than $50,000 per annum individually or $100,000 per annum in the aggregate for all such agreements; (v) agreement or plan, including any stock option, stock appreciation right, restricted stock or stock purchase plan, any of the benefits of which will be increased, or the vesting of the 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) agreement, contract, arrangement, commitment, understanding or obligation to which it is a party limiting in any material respect its freedom or the freedom of any Key Employee to compete in any line of business with any person; (vii) agreement, contract, arrangement, commitment, understanding or obligation (i) evidencing any liability (A) in excess of $100,000, or (B) any liability for the obligations of any person in excess of $100,000 or (C) regardless of the amount thereof, that is not to be fully performed or that cannot be terminated whether with or without penalty within ninety (90) days after the Closing Date or (ii) defining the terms on which any other debt in excess of $100,000 has been or may be issued or incurred; provided, however, that for purposes of this Paragraph 3.10(a)(vii), an accrual or third party contractual allowance reflected on PHC Financial Statements shall not be deemed to be a liability subject to disclosure under the terms hereof; or (viii) agreement, contract, arrangement, commitment, understanding or obligation relating to it, its present or prospective business, operations, properties or assets in which any Key Employee has any interest, direct or indirect, including a description of any transactions between it and any Key Employee or any entity in which any Key Employee has any interest (other than transactions between any corporation and a publicly held corporation in which the Key Employee holds less than five percent (5%) of the issued and outstanding shares of capital stock). (c) For purposes of this Agreement, the following defined terms used in this Paragraph and elsewhere in this Agreement shall have the meanings set forth below:

Compliance with Agreements; Certain Agreements. (a) Except as disclosed in the Company MDI SEC Reports filed prior to the date of this Agreement or Section 2.10(a) of the Company Disclosure ScheduleAgreement, neither the Company MDI nor any of its Subsidiaries nor, to the knowledge of the CompanyMDI, any other party thereto is in breach or violation of, or in default in the performance or observance of any term or provision of, and no event has occurred which, with notice or lapse of time or both, could be reasonably expected to result in a default under, (i) the certificate certificates or articles of incorporation or bylaws (or other comparable charter documents) of the Company MDI or any of its Subsidiaries or (ii) any contract Contract to which the Company MDI or any of its Subsidiaries is a party or by which the Company MDI or any of its Subsidiaries or any of their respective assets or properties is bound, except in the case of clause (ii) for breaches, violations and defaults which, individually or in the aggregate, are not having and could not be reasonably expected to have a Material Adverse Effect material adverse effect on the Company and MDI or any of its Subsidiaries taken as a wholeSubsidiaries. (b) Except as disclosed in Section 2.10(b) 3.11 of the Company MDI Disclosure Schedule Letter or in the Company MDI SEC Reports filed prior to the date of this Agreement or as provided for in this Agreement, as of the date hereof, neither the Company MDI nor any of its Subsidiaries is a party to any oral or written (i) consulting agreement not terminable on thirty sixty (3060) days' ’ or less noticenotice involving the payment of more than $50,000 per annum or $250,000 per annum in the aggregate for all such agreements, (ii) union or collective bargaining agreement, (iii) agreement with any executive officer or other key employee of the Company MDI or any of its Subsidiaries Subsidiaries, the benefits of which are contingent or vest, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company MDI or any of its Subsidiaries of the nature contemplated by this Agreement, (iv) agreement with respect to any executive officer or other key employee of the Company MDI or any of its Subsidiaries providing any term of employment or compensation guarantee, guarantee or (v) agreement or plan, including any stock option, stock appreciation right, restricted stock or stock purchase plan, any of the benefits of which will be increased, or the vesting of the 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.

Compliance with Agreements; Certain Agreements. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement or Section 2.10(a) of the Company Disclosure ScheduleAgreement, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any other party thereto is in breach or violation of, or in default in the performance or observance of any term or provision of, and no event has occurred which, with notice or lapse of time or both, could be reasonably expected to result in a default under, (i) the certificate certificates or articles of incorporation or bylaws (or other comparable charter documents) of the Company or any of its Significant Subsidiaries or (ii) any contract Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound, except in the case of clause (ii) for breaches, violations and defaults which, individually or in the aggregate, are not having and could not be reasonably expected to have a Material Adverse Effect material adverse effect on the Company and its Subsidiaries taken as a whole. (b) Except as disclosed in Section 2.10(b) SECTION 3.11 of the Company Disclosure Schedule Letter or in the Company SEC Reports filed prior to the date of this Agreement or as provided for in this Agreement, as of the date hereof, neither the Company nor any of its Subsidiaries is a party to any oral or written (i) consulting agreement not terminable on thirty (30) days' or less notice, notice involving the payment of more than $50,000 per annum or $200,000 per annum in the aggregate for all such agreements; (ii) contracts with any person containing any provision or covenant prohibiting or limiting the ability of the Company or any Subsidiary of the Company to engage in any business activity, change its operations or compete with any person or prohibiting or limiting the ability of any person to compete with the Company or any Subsidiary of the Company; (iii) partnership, joint venture, shareholders' or other similar Contracts with any person; (iv) contracts relating to indebtedness of the Company or any Subsidiary of the Company in excess of $200,000; (v) union or collective bargaining agreement, agreement which covers any employees; (iiivi) agreement with any executive officer or other key employee of the Company or any of its Subsidiaries the benefits of which are contingent or vest, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company or any of its Subsidiaries of the nature contemplated by this Agreement, ; (ivvii) agreement with respect to any executive officer or other key employee of the Company or any of its Subsidiaries providing any term of employment or compensation guarantee, ; or (vviii) agreement or plan, including any stock option, stock appreciation right, restricted stock or stock purchase plan, any of the benefits of which will be increased, or the vesting of the 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.

Compliance with Agreements; Certain Agreements. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement or Section 2.10(a) of the Company Disclosure ScheduleAgreement, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any other party thereto is in breach or violation of, or in default in the performance or observance of any term or provision of, and no event has occurred which, with notice or lapse of time or both, could be reasonably expected to result in a default under, (i) the certificate certificates or articles of incorporation or bylaws or regulations (or other comparable charter documents) of the Company or any of its Subsidiaries or (ii) any contract Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound, except in the case of clause (ii) for breaches, violations and defaults which, individually or in the aggregate, are not having and could not be reasonably expected to have a Material Adverse Effect material adverse effect on the Company and its Subsidiaries taken as a whole. (b) Except as disclosed in Section 2.10(b) 3.11 of the Company Disclosure Schedule Letter or in the Company SEC Reports filed prior to the date of this Agreement or as provided for in this Agreement, as of the date hereof, neither the Company nor any of its Subsidiaries is a party to any oral or written (i) consulting agreement not terminable on thirty (30) days' or less notice, (ii) union or collective bargaining agreement, (iii) agreement with any executive officer or other key employee of the Company or any of its Subsidiaries the benefits of which are contingent or vest, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company or any of its Subsidiaries of the nature contemplated by this Agreement, (iv) agreement with respect to any executive officer or other key employee of the Company or any of its Subsidiaries providing any term of employment or compensation guarantee, guarantee or (v) agreement or plan, including any stock option, stock appreciation right, restricted stock or stock purchase plan, any of the benefits of which will be increased, or the vesting of the 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.of

Compliance with Agreements; Certain Agreements. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement or Section 2.10(a) of the Company Disclosure ScheduleAgreement, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any other party thereto or, to the knowledge of the Company, any Investment is in breach or violation of, or in default in the performance or observance of any term or provision of, and no event has occurred which, with notice or lapse of time or both, could be reasonably expected to result in a default under, (i) the certificate certificates or articles of incorporation or bylaws (or other comparable charter documents) of the Company or any of its Subsidiaries or (ii) any contract Contract to which the Company or any of its Subsidiaries or any Investment is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound, except in the case of clause (ii) for breaches, violations and defaults which, individually or in the aggregate, are not having and could not be reasonably expected to have a Material Adverse Effect material adverse effect on the Company and its Subsidiaries taken as a whole. (b) Except as disclosed in Section 2.10(b) 3.11 of the Company Disclosure Schedule Letter or in the Company SEC Reports filed prior to the date of this Agreement or as provided for in this Agreement, as of the date hereofhereof and the Effective Time, neither the Company nor any of its Subsidiaries is a party to any oral or written (i) consulting agreement not terminable on thirty (30) days' or less notice, (ii) union or collective bargaining agreement, (iii) agreement with any executive officer or other key employee of the Company or any of its Subsidiaries the benefits of which are contingent or vest, or the terms of which are materially alteredaltered or the benefits of which will be increased, upon the occurrence of a transaction involving the Company or any of its Subsidiaries of the nature contemplated by this Agreement, (iv) agreement with respect to any executive officer or other key employee of the Company or any of its Subsidiaries providing any term of employment or compensation guarantee, guarantee or (v) agreement or plan, including any stock option, stock appreciation right, restricted stock or stock purchase plan, any of the benefits of which will be increased, or the vesting of the 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.

Compliance with Agreements; Certain Agreements. (a) Except as disclosed in the Company SEC Micrografx Reports filed prior to the date of this Agreement or Section 2.10(a) of the Company Disclosure ScheduleAgreement, neither the Company Micrografx nor any of its Subsidiaries nor, to the knowledge of the CompanyMicrografx, any other party thereto is in breach or violation of, or in default in the performance or observance of any term or provision of, and no event has occurred which, with notice or lapse of time or both, could be reasonably expected to result in a default under, (i) the certificate certificates or articles of incorporation or bylaws (or other comparable charter documents) of the Company Micrografx or any of its Subsidiaries or (ii) any contract Contract to which the Company Micrografx or any of its Subsidiaries is a party or by which the Company Micrografx or any of its Subsidiaries or any of their respective assets or properties is bound, except in the case of clause (ii) for breaches, violations and defaults which, individually or in the aggregate, are not having and could would not reasonably be reasonably expected to have a Material Adverse Effect material adverse effect on the Company Micrografx and its Subsidiaries taken as a whole. Except for this Agreement and those agreements and other documents filed as exhibits to the Micrografx Reports or set forth in Section 3.11 of the Micrografx Disclosure Letter, as of the date of this Agreement, neither Micrografx nor any of its Subsidiaries is a party to or bound by any non- competition agreement or other agreement or arrangement that materially restricts it or any of its Subsidiaries from competing in any line of business which is material to Micrografx and its Subsidiaries. (b) Except as disclosed in Section 2.10(b) 3.11 of the Company Micrografx Disclosure Schedule Letter or in the Company SEC Micrografx Reports filed prior to the date of this Agreement or as provided for in this Agreement, as of the date hereof, to the knowledge of Micrografx, neither the Company Micrografx nor any of its Subsidiaries is a party to any oral or written (i) consulting agreement not terminable on thirty (30) 60 days' or less noticenotice involving the payment of more than U.S.$100,000 per annum in the aggregate for all such agreements, (ii) union or collective bargaining agreementagreement which covers any employees, (iii) agreement with any executive officer or other key employee of the Company Micrografx or any of its Subsidiaries Subsidiaries, the benefits of which in the aggregate for all such executive officers and employees exceed U.S.$100,000, and which are contingent or vest, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company Micrografx or any of its Subsidiaries of the nature contemplated by this Agreement, excluding accelerated vesting of options as contemplated in Section 2.01(e), (iv) agreement with respect to any executive officer or other key employee of the Company Micrografx or any of its Subsidiaries providing any term of employment or compensation guarantee, guarantee or (v) agreement or plan, including any stock option, stock appreciation right, restricted stock or stock purchase plan, any of the benefits of which will be increased, or the vesting of the 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.

Compliance with Agreements; Certain Agreements. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement or Section 2.10(a) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any other party thereto is in breach or violation of, or in default in the performance or observance of any term or provision of, and no event has occurred whichthat, with notice or lapse of time or both, could would reasonably be reasonably expected to result in a default under, (i) the certificate certificates or articles of incorporation or code of regulations or bylaws (or other comparable charter documents) of the Company or any of its Subsidiaries or (ii) any contract Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound, except in the case of clause with respect to (ii) for breaches, violations and defaults whichthat, individually or in the aggregate, are would not having and could not reasonably be reasonably expected to have a Material Adverse Effect material adverse effect on the Company and its Subsidiaries taken as a whole. All such Contracts are in full force and effect, except to the extent they have previously expired in accordance with their terms, or except where such invalidity or unenforceability would not reasonably be expected to have a material adverse effect on the Company and its Subsidiaries, taken as a whole. (b) Except as disclosed set forth in Section 2.10(b) 4.11 of the Company Disclosure Schedule Letter or in the Company SEC Reports filed prior to the date of this Agreement or as provided for in this Agreement, as of the date hereof, neither the Company nor any of its Subsidiaries is a party to any oral or written (i) consulting agreement not terminable on thirty (30) days' providing for annual payments by the Company or less noticeany of its Subsidiaries in excess of $50,000, (ii) union or collective bargaining agreement, (iii) agreement with any executive officer or other key employee of the Company or any of its Subsidiaries the benefits of which are contingent or vest, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company or any of its Subsidiaries of the nature contemplated by this Agreement, (iv) agreement with respect to any executive officer or other key employee of the Company or any of its Subsidiaries providing any term of employment or compensation guarantee, or (v) agreement or plan, including any stock option, stock appreciation right, restricted stock or stock purchase plan, any of the benefits of which will be increased, or the vesting of the 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) agreement that would restrict the Company's or any Subsidiary's ability to compete in any business in any location, (vii) agreement concerning a partnership or joint venture, (viii) loan agreement, promissory note, security agreement, deed of trust and other agreement relating to indebtedness for borrowed money or deferred purchase price of property (other than trade payables arising in the ordinary course of business), (ix) agreement relating to business acquisitions or dispositions not yet consummated, including any separate Tax or indemnification agreements, and (x) other agreement that would be required to be filed as an exhibit to an Annual Report on Form 10-K of the Company if the Company were to file such a report on the date of this Agreement (assuming for this purpose that the fiscal year covered thereby ended on the date of this Agreement). (c) The Wright Holdings Merger Agreement has been terminated in accorxxxxx with its terms. In full satisfaction of the obligations of the Company thereunder, the Company, within two business days after the execution and delivery of this Agreement, will pay to Wright Holdings, Inc. an aggregate amount of no more than foux xxxxion dollars ($4,000,000.00) and the Company will have no further obligations or liabilities under such agreement. Each of Wright Holdings, Inc. and its affiliates and subsidiaries remxxxx xound by the terms and conditions of the Confidentiality Agreement, dated as of March 24, 2003, with the Company (the "WH Confidentiality Agreement"). A true and correct copy of such WH Confidentiality Agreement, as amended to date, has been delivered to Parent. To the knowledge of the Company, neither Wright Holdings, Inc. nor any of its affiliates, or subsidiarxxx xx any other Person that is bound by such agreement is, in any material respect, in breach, violation or default under the terms thereof. Promptly following the execution of this Agreement, the Company shall request from Wright Holdings, Inc. that all non-public information made avxxxxxxe to Wright Holdings, Inc., its affiliates, subsidiaries and reprexxxxxxives that is subject to such WH Confidentiality Agreement be returned to the Company or destroyed in accordance with the terms thereof.

Compliance with Agreements; Certain Agreements. (a) Except as disclosed in the Company SEC Lynx Reports filed prior to the date of this Agreement or Section 2.10(a) of the Company Disclosure ScheduleAgreement, neither the Company Lynx nor any of its Subsidiaries nor, to the knowledge of the CompanyLynx, any other party thereto is in breach or violation of, or in default in the performance or observance of any term or provision of, and no event has occurred which, with notice or lapse of time or both, could be reasonably expected to result in a default under, (i) the certificate certificates or articles of incorporation or bylaws (or other comparable charter documents) of the Company Lynx or any of its Subsidiaries or (ii) any contract Contract to which the Company Lynx or any of its Subsidiaries is a party or by which the Company Lynx or any of its Subsidiaries or any of their respective assets or properties is bound, except in the case of clause (ii) for breaches, violations and defaults which, individually or in the aggregate, are not having and could not be reasonably expected to have a Material Adverse Effect material adverse effect on the Company Lynx and its Subsidiaries taken as a whole. Except for this Agreement and those agreements and other documents filed as exhibits to the Lynx Reports or set forth in Section 4.11 of the Lynx Disclosure Letter, as of the date of this Agreement, neither Lynx nor any of its Subsidiaries is a party to or bound by (i) any material contract or (ii) any non-competition agreement or other agreement or arrangement that materially restricts it or any of its Subsidiaries from competing in any line of business. (b) Except as disclosed in Section 2.10(b) 4.11 of the Company Lynx Disclosure Schedule Letter or in the Company SEC Lynx Reports filed prior to the date of this Agreement or as provided for in this Agreement, as of the date hereof, neither the Company Lynx nor any of its Subsidiaries is a party to any oral or written (i) consulting agreement not terminable on thirty (30) days' or less notice, (ii) union or collective bargaining agreement, (iii) agreement with any executive officer or other key employee of the Company or any of its Subsidiaries the benefits of which are contingent or vest, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company or any of its Subsidiaries of the nature contemplated by this Agreement, (iv) agreement with respect to any executive officer or other key employee of the Company or any of its Subsidiaries providing any term of employment or compensation guarantee, or (v) agreement or plan, including any stock option, stock appreciation right, restricted stock or stock purchase plan, any of the benefits of which will be increased, or the vesting of the 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.A-18

Compliance with Agreements; Certain Agreements. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement or Section 2.10(a) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any other party thereto is in breach or violation of, or in default in the performance or observance of any term or provision of, and no event has occurred which, with notice or lapse of time or both, could would reasonably be reasonably expected to result in a default under, (i) the certificate certificates or articles of incorporation or code of regulations or bylaws (or other comparable charter documents) of the Company or any of its Subsidiaries or (ii) any contract Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound, except in the case of clause with respect to (ii) for breaches, violations and defaults which, individually or in the aggregate, are would not having and could not reasonably be reasonably expected to have a Material Adverse Effect material adverse effect on the Company and its Subsidiaries taken as a whole. All such Contracts are in full force and effect, except to the extent they have previously expired in accordance with their terms, or except where such invalidity or unenforceability would not reasonably be expected to have a material adverse effect on the Company and its Subsidiaries, taken as a whole. (b) Except as disclosed set forth in Section 2.10(b) 3.11 of the Company Disclosure Schedule Letter or in the Company SEC Reports filed prior to the date of this Agreement or as provided for in this Agreement, as of the date hereof, neither the Company nor any of its Subsidiaries is a party to any oral or written (i) consulting agreement not terminable on thirty (30) days' providing for annual payments by the Company or less noticeany of its Subsidiaries in excess of $50,000, (ii) union or collective bargaining agreement, (iii) agreement with any executive officer or other key employee of the Company or any of its Subsidiaries the benefits of which are contingent or vest, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company or any of its Subsidiaries of the nature contemplated by this Agreement, (iv) agreement with respect to any executive officer or other key employee of the Company or any of its Subsidiaries providing any term of employment or compensation guarantee, or (v) agreement or plan, including any stock option, stock appreciation right, restricted stock or stock purchase plan, any of the benefits of which will be increased, or the vesting of the 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) agreement that would restrict the Company's or any Subsidiary's ability to compete in any business in any location, (vii) agreements concerning a partnership or joint venture, (viii) loan agreements, promissory notes, security agreements, deeds of trust and other agreements relating to indebtedness for borrowed money or deferred purchase price of property (other than trade payables arising in the ordinary course of business), (ix) any agreement relating to business acquisitions or dispositions not yet consummated, including any separate Tax or indemnification agreements, and (x) any other agreement that would be required to be filed as an exhibit to an Annual Report on Form 10-K of the Company if the Company were to file such a report on the date of this Agreement (assuming for this purpose that the fiscal year covered thereby ended on the date of this Agreement).

Compliance with Agreements; Certain Agreements. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement or Section 2.10(a) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any other party thereto is in breach or violation of, or in default in the performance or observance of any term or provision of, and no event has occurred which, with notice or lapse of time or both, could be reasonably expected to result in a default under, (i) the certificate Certificate of incorporation Incorporation or bylaws (Bylaws, or other comparable charter or other organizational documents) , of the Company or any of its Subsidiaries or (ii) any contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound, except in the case of clause (ii) for breaches, violations and defaults which, individually or in the aggregate, are do not having and could not be reasonably expected to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (b) Except as disclosed in Section 2.10(b) of the Company Disclosure Schedule or in the Company SEC Reports filed prior to the date of this Agreement or as provided for in this Agreement, as of the date hereof, neither the Company nor any of its Subsidiaries is a party to any oral or written (i) consulting agreement not terminable on thirty (30) days' or less notice, (ii) union or collective bargaining agreement, (iii) agreement with any executive officer or other key employee of the Company or any of its Subsidiaries the benefits of which are contingent or vest, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company or any of its Subsidiaries of the nature contemplated by this Agreement, (iv) agreement with respect to any executive officer or other key employee of the Company or any of its Subsidiaries providing any term of employment or compensation guarantee, or (v) agreement or plan, including any stock option, stock appreciation right, restricted stock or stock purchase plan, any of the benefits of which will be increased, or the vesting of the 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.

Compliance with Agreements; Certain Agreements. (a) Except as disclosed in the Company Parent SEC Reports filed prior to the date of this Agreement or Section 2.10(a) of the Company Disclosure ScheduleAgreement, neither the Company Parent nor any of its Subsidiaries nor, to the knowledge of the CompanyParent, any other party thereto is in breach or violation of, or in default in the performance or observance of any term or provision of, and no event has occurred which, with notice or lapse of time or both, could be reasonably expected to result in a default under, (i) the certificate certificates or articles of incorporation or bylaws (or other comparable charter documents) of the Company Parent or any of its Significant Subsidiaries or (ii) any contract Contract to which the Company Parent or any of its Subsidiaries is a party or by which the Company Parent or any of its Subsidiaries or any of their respective assets or properties is bound, except in the case of clause (ii) for breaches, violations and defaults which, individually or in the aggregate, are not having and could not be reasonably expected to have a Material Adverse Effect material adverse effect on the Company Parent and its Subsidiaries taken as a whole. (b) Except as disclosed in Section 2.10(b) 4.11 of the Company Parent Disclosure Schedule Letter or in the Company Parent SEC Reports filed prior to the date of this Agreement or as provided for in this Agreement, as of the date hereof, neither the Company Parent nor any of its Subsidiaries is a party to any oral or written (i) consulting agreement not terminable on thirty (30) days' or less notice, (ii) union or collective bargaining agreement, (iii) agreement with any executive officer or other key employee of the Company Parent or any of its Subsidiaries the benefits of which are contingent or vest, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company Parent or any of its Subsidiaries of the nature contemplated by this Agreement, (iv) agreement with respect to any executive officer or other key employee of the Company Parent or any of its Subsidiaries providing any term of employment or compensation guarantee, guarantee or (v) agreement or plan, including any stock option, stock appreciation right, restricted stock or stock purchase plan, any of the benefits of which will be increased, or the vesting of the 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.

Compliance with Agreements; Certain Agreements. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement or Section 2.10(a) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any other party thereto is in breach or violation of, or in default in the performance or observance of any term or provision of, and no event has occurred whichthat, with notice or lapse of time or both, could would reasonably be reasonably expected to result in a default under, (i) the certificate certificates or articles of incorporation or code of regulations or bylaws (or other comparable charter documents) of the Company or any of its Subsidiaries or (ii) any contract Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound, except in the case of clause with respect to (ii) for breaches, violations and defaults whichthat, individually or in the aggregate, are would not having and could not reasonably be reasonably expected to have a Material Adverse Effect material adverse effect on the Company and its Subsidiaries taken as a whole. All such Contracts are in full force and effect, except to the extent they have previously expired in accordance with their terms, or except where such invalidity or unenforceability would not reasonably be expected to have a material adverse effect on the Company and its Subsidiaries, taken as a whole. (b) Except as disclosed set forth in Section 2.10(b) 4.11 of the Company Disclosure Schedule Letter or in the Company SEC Reports filed prior to the date of this Agreement or as provided for in this Agreement, as of the date hereof, neither the Company nor any of its Subsidiaries is a party to any oral or written (i) consulting agreement not terminable on thirty (30) days' providing for annual payments by the Company or less noticeany of its Subsidiaries in excess of $50,000, (ii) union or collective bargaining agreement, (iii) agreement with any executive officer or other key employee of the Company or any of its Subsidiaries the benefits of which are contingent or vest, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company or any of its Subsidiaries of the nature contemplated by this Agreement, (iv) agreement with respect to any executive officer or other key employee of the Company or any of its Subsidiaries providing any term of employment or compensation guarantee, or (v) agreement or plan, including any stock option, stock appreciation right, restricted stock or stock purchase plan, any of the benefits of which will be increased, or the vesting of the 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) agreement that would restrict the Company's or any Subsidiary's ability to compete in any business in any location, (vii) agreement concerning a partnership or joint venture, (viii) loan agreement, promissory note, security agreement, deed of trust and other agreement relating to indebtedness for borrowed money or deferred purchase price of property (other than trade payables arising in the ordinary course of business), (ix) agreement relating to business acquisitions or dispositions not yet consummated, including any separate Tax or indemnification agreements, and (x) other agreement that would be required to be filed as an exhibit to an Annual Report on Form 10-K of the Company if the Company were to file such a report on the date of this Agreement (assuming for this purpose that the fiscal year covered thereby ended on the date of this Agreement). (c) The Xxxxxx Holdings Merger Agreement has been terminated in accordance with its terms. In full satisfaction of the obligations of the Company thereunder, the Company, within two business days after the execution and delivery of this Agreement, will pay to Xxxxxx Holdings, Inc. an aggregate amount of no more than four million dollars ($4,000,000.00) and the Company will have no further obligations or liabilities under such agreement. Each of Xxxxxx Holdings, Inc. and its affiliates and subsidiaries remains bound by the terms and conditions of the Confidentiality Agreement, dated as of March 24, 2003, with the Company (the "WH Confidentiality Agreement"). A true and correct copy of such WH Confidentiality Agreement, as amended to date, has been delivered to Parent. To the knowledge of the Company, neither Xxxxxx Holdings, Inc. nor any of its affiliates, or subsidiaries or any other Person that is bound by such agreement is, in any material respect, in breach, violation or default under the terms thereof. Promptly following the execution of this Agreement, the Company shall request from Xxxxxx Holdings, Inc. that all non-public information made available to Xxxxxx Holdings, Inc., its affiliates, subsidiaries and representatives that is subject to such WH Confidentiality Agreement be returned to the Company or destroyed in accordance with the terms thereof.

Compliance with Agreements; Certain Agreements. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement or Section 2.10(a) of the Company Disclosure ScheduleAgreement, neither the Company nor any of its Subsidiaries nor, nor to the knowledge of the Company, Company and its Subsidiaries any other party thereto is in breach or violation of, or in default in the performance or observance of any term or provision of, and no event has occurred which, with notice or lapse of time or both, could be reasonably expected to result in a default under, (i) the certificate certificates of incorporation or bylaws (or other comparable charter documents) of the Company or any of its Subsidiaries or (ii) any contract Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound, except in the case of clause (ii) for breaches, violations and defaults which, individually or in the aggregate, are not having and could not be reasonably expected to have a Material Adverse Effect material adverse effect on the Company and its Subsidiaries taken as a whole. (b) Except as disclosed in Section 2.10(b) 3.11 of the Company Disclosure Schedule Letter or in the Company SEC Reports filed prior to the date of this Agreement or as provided for in this Agreement, as of the date hereof, neither the Company nor any of its Subsidiaries is a party to any oral or written (i) consulting agreement not terminable on thirty (30) 30 days' or less noticenotice involving the payment of more than $25,000 per annum or $250,000 per annum in the aggregate for all such agreements, (ii) union or collective bargaining agreement, (iii) agreement with any executive officer or other key employee of the Company or any of its Subsidiaries the benefits of which are contingent or vest, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company or any of its Subsidiaries of the nature contemplated by this Agreement, (iv) agreement with respect to any executive officer or other key employee of the Company or any of its Subsidiaries providing any term of employment or compensation guarantee, guarantee or (v) except as disclosed in the Company's Disclosure Letter, agreement or plan, including any stock option, stock appreciation right, restricted stock or stock purchase plan, any of the benefits of which will be increased, or the vesting of the 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. Except as disclosed in Section 3.11 of the Company Disclosure Letter, as of the date hereof, neither the Company nor any of its Subsidiaries is party to any written employment agreement.

Compliance with Agreements; Certain Agreements. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement or Section 2.10(a2.09(a) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any other party thereto is in breach or violation of, or in default in the performance or observance of any term or provision of, and no event has occurred which, with notice or lapse of time or both, could be reasonably expected to result in a default under, (i) the certificate of incorporation or bylaws (or other comparable charter documents) of the Company or any of its Subsidiaries or (ii) any contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound, except in the case of clause (iiiii) for breaches, violations and defaults which, individually or in the aggregate, are do not having have and could not be reasonably expected to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (b) Except as disclosed in Section 2.10(b2.09(b) of the Company Disclosure Schedule or in the Company SEC Reports filed prior to the date of this Agreement or as provided for in this Agreement, as of the date hereof, neither the Company nor any of its Subsidiaries is a party to any oral or written (i) consulting agreement not terminable on thirty (30) days' or less notice, (ii) union or collective bargaining agreement, (iiiii) agreement with any executive officer or other key employee of the Company or any of its Subsidiaries the benefits of which are contingent or vest, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company or any of its Subsidiaries of the nature contemplated by this Agreement, (iviii) agreement with respect to any executive officer or other key employee of the Company or any of its Subsidiaries providing any term of employment or compensation guarantee, or (viv) agreement or plan, including any stock option, stock appreciation right, restricted stock or stock purchase plan, any of the benefits of which will be increased, or the vesting of the 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.

Compliance with Agreements; Certain Agreements. (a) Except as disclosed in the Company Parent SEC Reports filed prior to the date of this Agreement or Section 2.10(a) of the Company Disclosure ScheduleAgreement, neither the Company Parent nor any of its Subsidiaries nor, to the knowledge of the CompanyParent, any other party thereto is in breach or violation of, or in default in the performance or observance of any term or provision of, and no event has occurred which, with notice or lapse of time or both, could be reasonably expected to result in a default under, (i) the certificate certificates or articles of incorporation or bylaws (or other comparable charter documents) of the Company Parent or any of its Subsidiaries or (ii) any contract Contract to which the Company Parent or any of its Subsidiaries is a party or by which the Company Parent or any of its Subsidiaries or any of their respective assets or properties is bound, except in the case of clause (ii) for breaches, violations and defaults which, individually or in the aggregate, are not having and could not be reasonably expected to have a Material Adverse Effect material adverse effect on the Company Parent and its Subsidiaries taken as a whole. (b) Except for the Investment Advisory Agreement, dated as disclosed in Section 2.10(b) of the Company Disclosure Schedule or in the Company SEC Reports filed prior to the date of this Agreement or March 27, 1998, as provided for in this Agreementamended, between Parent and BlackRock Financial Management, Inc., as of the date hereof, neither the Company Parent nor any of its Subsidiaries is a party to any oral or written (i) management or consulting agreement not terminable on thirty (30) days' 30 days or less noticenotice involving the payment of more than $100,000 per annum or $500,000 per annum in the aggregate for all such agreements, (ii) union or collective bargaining agreement, (iii) agreement with any executive officer or other key employee of the Company Parent or any of its Subsidiaries the benefits of which are contingent or vest, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company Parent or any of its Subsidiaries of the nature contemplated by this Agreement, (iviii) agreement with respect to any executive officer or other key employee of the Company Parent or any of its Subsidiaries providing any term of employment or compensation guarantee, guarantee extending for a period longer than one year and for the payment of more than $100,000 per annum or $500,000 per annum in the aggregate for all such agreements or (viv) agreement or plan, including any stock option, stock appreciation right, restricted stock or stock purchase plan, any of the benefits of which will be increased, or the vesting of the 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.

Compliance with Agreements; Certain Agreements. (a) Except as disclosed in the Company SEC SoftQuad Reports filed prior to the date of this Agreement or Section 2.10(a) of the Company Disclosure ScheduleAgreement, neither the Company SoftQuad nor any of its Subsidiaries nor, to the knowledge of the CompanySoftQuad, any other party thereto is in breach or violation of, or in default in the performance or observance of any term or provision of, and no event has occurred which, with notice or lapse of time or both, could be reasonably expected to result in a default under, (i) the certificate certificates or articles of incorporation or bylaws (or other comparable charter documents) of the Company SoftQuad or any of its Subsidiaries or (ii) any contract Contract to which the Company SoftQuad or any of its Subsidiaries is a party or by which the Company SoftQuad or any of its Subsidiaries or any of their respective assets or properties is bound, except in the case of clause (ii) for breaches, violations and defaults which, individually or in the aggregate, are not having and could not be reasonably expected to have a Material Adverse Effect material adverse effect on the Company SoftQuad and its Subsidiaries taken as a whole. Except for this Agreement and those agreements and other documents filed as exhibits to the SoftQuad Reports or set forth in Section 3.11 of the SoftQuad Disclosure Letter, as of the date of this Agreement, neither SoftQuad nor any of its Subsidiaries is a party to or bound by any non-competition agreement or other agreement or arrangement that materially restricts it or any of its Subsidiaries from competing in any line of business. (b) Except as disclosed in Section 2.10(b) 3.11 of the Company SoftQuad Disclosure Schedule Letter or in the Company SEC SoftQuad Reports filed prior to the date of this Agreement or as provided for in this Agreement, as of the date hereof, neither the Company SoftQuad nor any of its Subsidiaries is a party to any oral or written (i) consulting agreement not terminable on thirty (30) 60 days' or less noticenotice involving the payment of more than $100,000 per annum in the aggregate for all such agreements, (ii) union or collective bargaining agreementagreement which covers any employees, (iii) agreement with any executive officer or other key employee of the Company SoftQuad or any of its Subsidiaries Subsidiaries, the benefits of which in the aggregate for all such executive officers and employees exceed $100,000, and which are contingent or vest, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company SoftQuad or any of its Subsidiaries of the nature contemplated by this Agreement, (iv) agreement with respect to any executive officer or other key employee of the Company SoftQuad or any of its Subsidiaries providing any term of employment or compensation guarantee, guarantee and which is not terminable on 60 days' or less notice or (v) agreement or plan, including any stock option, stock appreciation right, restricted stock or stock purchase plan, any of the benefits of which will be increased, or the vesting of the 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.

Compliance with Agreements; Certain Agreements. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement or Section 2.10(a) of the Company Disclosure ScheduleAgreement, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any other party thereto is in breach or violation of, or in default in the performance or observance of any term or provision of, and no event has occurred which, with notice or lapse of time or both, could be reasonably expected to result in a default under, (i) the certificate of incorporation or bylaws (or other comparable charter documents) of the Company or any of its Subsidiaries or (ii) any contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound, except in the case of clause (ii) for breaches, violations and defaults which, individually or in the aggregate, are do not having and could not be reasonably expected to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (b) Except as disclosed in Section 2.10(b2.09(b) of the Company Disclosure Schedule or in the Company SEC Reports filed prior to the date of this Agreement or as provided for in this Agreement, as of the date hereof, neither the Company nor any of its Subsidiaries is a party to any oral or written (i) consulting agreement not terminable on thirty (30) days' or less notice, (ii) union or collective bargaining agreement, (iii) agreement with any executive officer or other key employee of the Company or any of its Subsidiaries the benefits of which are contingent or vest, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company or any of its Subsidiaries of the nature contemplated by this Agreement, (iv) agreement with respect to any executive officer or other key employee of the Company or any of its Subsidiaries providing any term of employment or compensation guarantee, or (v) agreement or plan, including any stock option, stock appreciation right, restricted stock or stock purchase plan, any of the benefits of which will be increased, or the vesting of the 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.