Common use of CONTRACT SCHEDULES Clause in Contracts

CONTRACT SCHEDULES. Attached as Exhibit 5.20 hereto is an accurate list and summary description of the following: (a) All contracts, leases, agreements, covenants, licenses, instruments or commitments of the Company pertaining to the Business calling for the payment of $5,000 or more or which is otherwise material to the Business, including, without limitation, the following: (i) Executory contracts for the sale of products by the Business; (ii) Executory contracts for the purchase, sale or lease of any assets for the Business; (iii) Management or consulting contracts for the Business; (iv) Patent, trademark and copyright applications, registrations or licenses, and know-how, intellectual property and trade secret agreements or other licenses of the Business; (v) Note agreements, loan and security agreements, indentures, financing statements and the like relating to the Business, other than those entered into and executed in the ordinary course of business; (vi) Any other contracts of the Business entered into outside of the ordinary course of business. (b) There are no labor contracts, employment agreements and collective bargaining agreements related to the Company. (c) All instruments evidencing any liens or security interest encumbering any of the Assets. (d) There are no obligations of the Company under any profit sharing, pension, stock option, severance pay, retirement, bonus, deferred compensation, group life and health insurance or other employee benefit plans, agreements, arrangements or commitments of any nature whatsoever, whether or not legally binding, and there are no agreements with any present or former officer or member of the Company save and except for those obligations set forth this Agreement. (e) Any and all documents, instruments and other writings not listed in any other schedule hereto which are material to the operation of the Business. Except as set forth in Exhibit 5.20, all of such contracts, agreements, leases, licenses, plans, arrangements and commitments and all other such items set forth above are valid, binding and in full force and effect in accordance with their terms and conditions, and there is no existing default thereunder or breach thereof by the Company, or by any party to such contracts, or any conditions which, with the passage of time or the giving of notice or both, might constitute such a default by the Company or by any other party to the contracts.

CONTRACT SCHEDULES. Attached as Exhibit 5.20 6.21 hereto is an accurate list and summary description of the following: (a) All contracts, leases, agreements, covenants, licenses, instruments or commitments of the Company Sierra Norte pertaining to the Business business of Sierra Norte calling for the payment of Five Thousand Dollars ($5,000 5,000) or more or which is otherwise material to the Businessbusiness of Sierra Norte, including, without limitation, the following: (i) Executory Licenses and contracts for held in the sale ordinary course of products by the Businessbusiness; (ii) Executory contracts for the purchase, sale or lease of any assets for the Businessassets; (iii) Management or consulting contracts for the Businesscontracts; (iv) Patent, trademark and copyright applications, registrations or licenses, and know-how, intellectual property and trade secret agreements or other licenses of the Businesslicenses; (v) Note agreements, loan and security agreements, indentures, financing statements indentures and the like relating to the Businesslike, other than those entered into and executed in the ordinary course of business; (vi) All sales, agency, distributorship or franchise agreements; and (vii) Any other contracts of the Business entered into outside of not in the ordinary course of business. (b) There are no All labor contracts, employment agreements and collective bargaining agreements related to the Companywhich Sierra Norte is a party. (c) All instruments evidencing any liens or security interest encumbering securing any indebtedness of the AssetsSierra Norte covering any asset of Sierra Norte. (d) There are no obligations of the Company under any All profit sharing, pension, stock option, severance pay, retirement, bonus, deferred compensation, group life and health insurance or other employee benefit plans, agreements, arrangements or commitments of any nature whatsoever, whether or not legally binding, and there are no all agreements with any present or former officer officer, director or member shareholder of the Company save and except for those obligations set forth this AgreementSierra Norte. (e) Any and all documents, instruments and other writings not listed in any other schedule hereto which are material to the operation business operations of the BusinessSierra Norte. Except as set forth in Exhibit 5.206.21, all of such contracts, agreements, leases, licenses, plans, arrangements and commitments and all other such items set forth above are valid, binding and in full force and effect in accordance with their terms and conditions, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, fraudulent transfer, reorganization or other similar laws affecting the enforcement of contracts generally, and there is no existing material default thereunder or breach thereof by the CompanySierra Norte, or to Sierra Norte's knowledge by any party to such contracts, or any conditions which, with the passage of time or the giving of notice or both, might constitute such a default by the Company Sierra Norte or by any other party to the contracts.

CONTRACT SCHEDULES. Attached as Exhibit 5.20 6.19 hereto is an accurate list and summary description of the following: (a) All contracts, leases, agreements, covenants, licenses, instruments or commitments of the Company Ikona pertaining to the Business business of Ikona calling for the payment of Five Thousand Dollars ($5,000 5,000) or more or which is otherwise material to the Businessbusiness of Ikona, including, without limitation, the following: (i) Executory Licenses and contracts for held in the sale ordinary course of products by the Businessbusiness; (ii) Executory contracts for the purchase, sale or lease of any assets for the Businessassets; (iii) Management or consulting contracts for the Businesscontracts; (iv) Patent, trademark and copyright applications, registrations or licenses, and know-how, intellectual property and trade secret agreements or other licenses of the Businesslicenses; (v) Note agreements, loan and security agreements, indentures, financing statements indentures and the like relating to the Businesslike, other than those entered into and executed in the ordinary course of business; (vi) All sales, agency, distributorship or franchise agreements; and (vii) Any other contracts of the Business entered into outside of not in the ordinary course of business. (b) There are no All labor contracts, employment agreements and collective bargaining agreements related to the Companywhich Ikona is a party. (c) All instruments evidencing any liens or security interest encumbering securing any indebtedness of the AssetsIkona covering any asset of Ikona. (d) There are no obligations of the Company under any All profit sharing, pension, stock option, severance pay, retirement, bonus, deferred compensation, group life and health insurance or other employee benefit plans, agreements, arrangements or commitments of any nature whatsoever, whether or not legally binding, and there are no all agreements with any present or former officer officer, director or member shareholder of the Company save and except for those obligations set forth this AgreementCorporation. (e) Any and all documents, instruments and other writings not listed in any other schedule hereto which are material to the operation business operations of the BusinessIkona. Except as set forth in Exhibit 5.206.19, all of such contracts, agreements, leases, licenses, plans, arrangements and commitments and all other such items set forth above are valid, binding and in full force and effect in accordance with their terms and conditions, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, fraudulent transfer, reorganization or other similar laws affecting the enforcement of contracts generally, and there is no existing material default thereunder or breach thereof by the CompanyCorporation, or to Ikona's knowledge by any party to such contracts, or any conditions which, with the passage of time or the giving of notice or both, might constitute such a default by the Company Corporation or by any other party to the contracts.

CONTRACT SCHEDULES. Attached as Exhibit 5.20 6.18 hereto is an accurate list and summary description of the following: (a) All contracts, leases, agreements, covenants, licenses, instruments or commitments of the Company RJL pertaining to the Business business of RJL calling for the payment of Five Thousand Dollars ($5,000 5,000) or more or which is otherwise material to the Businessbusiness of RJL, including, without limitation, the following: (i) Executory Licenses and contracts for held in the sale ordinary course of products by the Businessbusiness; (ii) Executory contracts for the purchase, sale or lease of any assets for the Businessassets; (iii) Management or consulting contracts for the Businesscontracts; (iv) Patent, trademark and copyright applications, registrations or licenses, and know-how, intellectual property and trade secret agreements or other licenses of the Businesslicenses; (v) Note agreements, loan and security agreements, indentures, financing statements indentures and the like relating to the Businesslike, other than those entered into and executed in the ordinary course of business; (vi) All sales, agency, distributorship or franchise agreements; and (vii) Any other contracts of the Business entered into outside of not in the ordinary course of business. (b) There are no All labor contracts, employment agreements and collective bargaining agreements related to the Companywhich RJL is a party. (c) All instruments evidencing any liens or security interest encumbering securing any indebtedness of the AssetsRJL covering any asset of RJL. (d) There are no obligations of the Company under any All profit sharing, pension, stock option, severance pay, retirement, bonus, deferred compensation, group life and health insurance or other employee benefit plans, agreements, arrangements or commitments of any nature whatsoever, whether or not legally binding, and there are no all agreements with any present or former officer officer, director or member shareholder of the Company save and except for those obligations set forth this AgreementCorporation. (e) Any and all documents, instruments and other writings not listed in any other schedule hereto which are material to the operation business operations of the BusinessRJL. Except as set forth in Exhibit 5.206.18, all of such contracts, agreements, leases, licenses, plans, arrangements and commitments and all other such items set forth above are valid, binding and in full force and effect in accordance with their terms and conditions, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, fraudulent transfer, reorganization or other similar laws affecting the enforcement of contracts generally, and there is no existing material default thereunder or breach thereof by the CompanyCorporation, or to RJL's knowledge by any party to such contracts, or any conditions which, with the passage of time or the giving of notice or both, might constitute such a default by the Company Corporation or by any other party to the contracts.

CONTRACT SCHEDULES. Attached as Exhibit 5.20 9.21 hereto is an accurate list and summary description of the following: (a) All contracts, leases, agreements, covenants, licenses, instruments or commitments of the Company Vairex pertaining to the Business business of Vairex calling for the payment of Five Thousand Dollars ($5,000 5,000) or more or which is otherwise material to the Businessbusiness of Vairex, including, without limitation, the following: (i) Executory Licenses and contracts for held in the sale ordinary course of products by the Businessbusiness; (ii) Executory contracts for the purchase, sale or lease of any assets for the Businessassets; (iii) Management or consulting contracts for the Businesscontracts; (iv) Patent, trademark and copyright applications, registrations or licenses, and know-how, intellectual property and trade secret agreements or other licenses of the Businesslicenses; (v) Note agreements, loan and security agreements, indentures, financing statements indentures and the like relating to the Businesslike, other than those entered into and executed in the ordinary course of business; (vi) All sales, agency, distributorship or franchise agreements; and (vii) Any other contracts of the Business entered into outside of not in the ordinary course of business. (b) There are no All labor contracts, employment agreements and collective bargaining agreements related to the Companywhich Vairex is a party. (c) All instruments evidencing any liens or security interest encumbering securing any indebtedness of the AssetsVairex covering any asset of Vairex. (d) There are no obligations of the Company under any All profit sharing, pension, stock option, severance pay, retirement, bonus, deferred compensation, group life and health insurance or other employee benefit plans, agreements, arrangements or commitments of any nature whatsoever, whether or not legally binding, and there are no all agreements with any present or former officer officer, director or member shareholder of the Company save and except for those obligations set forth this AgreementCorporation. (e) Any and all documents, instruments and other writings not listed in any other schedule hereto which are material to the operation business operations of the BusinessVairex. Except as set forth in Exhibit 5.209.21, all of such contracts, agreements, leases, licenses, plans, arrangements and commitments and all other such items set forth above are valid, binding and in full force and effect in accordance with their terms and conditions, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, fraudulent transfer, reorganization or other similar laws affecting the enforcement of contracts generally, and there is no existing material default thereunder or breach thereof by the CompanyCorporation, or to Vairex's knowledge by any party to such contracts, or any conditions which, with the passage of time or the giving of notice or both, might constitute such a default by the Company Corporation or by any other party to the contracts.

CONTRACT SCHEDULES. Attached as Exhibit 5.20 8.15 hereto is an accurate list and summary description of the following: (a) All contracts, leases, agreements, covenants, licenses, instruments or commitments of the Company Guardian pertaining to the Business business of Guardian calling for the payment of Five Thousand Dollars ($5,000 5,000) or more or which is otherwise material to the Businessbusiness of Guardian, including, without limitation, the following: (i) Executory Licenses and contracts for held in the sale ordinary course of products by the Businessbusiness; (ii) Executory contracts for the purchase, sale or lease of any assets for the Businessassets; (iii) Management or consulting contracts for the Businesscontracts; (iv) Patent, trademark and copyright applications, registrations or licenses, and know-how, intellectual property and trade secret agreements or other licenses of the Businesslicenses; (v) Note agreements, loan and security agreements, indentures, financing statements indentures and the like relating to the Businesslike, other than those entered into and executed in the ordinary course of business; (vi) All sales, agency, distributorship or franchise agreements; and (vii) Any other contracts of the Business entered into outside of not in the ordinary course of business. (b) There are no All labor contracts, employment agreements and collective bargaining agreements related to the Companywhich Guardian is a party. (c) All instruments evidencing any liens or security interest encumbering securing any indebtedness of the AssetsGuardian covering any asset of Guardian. (d) There are no obligations of the Company under any All profit sharing, pension, stock option, severance pay, retirement, bonus, deferred compensation, group life and health insurance or other employee benefit plans, agreements, arrangements or commitments of any nature whatsoever, whether or not legally binding, and there are no all agreements with any present or former officer officer, director or member shareholder of the Company save and except for those obligations set forth this AgreementCorporation. (e) Any and all documents, instruments and other writings not listed in any other schedule hereto which are material to the operation business operations of the BusinessGuardian. Except as set forth in Exhibit 5.208.15, all of such contracts, agreements, leases, licenses, plans, arrangements and commitments and all other such items set forth above are valid, binding and in full force and effect in accordance with their terms and conditions, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, fraudulent transfer, reorganization or other similar laws affecting the enforcement of contracts generally, and there is no existing material default thereunder or breach thereof by the CompanyCorporation, or to Guardian's knowledge by any party to such contracts, or any conditions which, with the passage of time or the giving of notice or both, might constitute such a default by the Company Corporation or by any other party to the contracts. All of such contracts, agreements, leases, licenses, plans, arrangements and commitments and all other items set forth above shall be assigned or transferred to Black Mountain Holdings, in connection with the spin-off contemplated by Section 4.2, and as a condition to Closing, Guardian shall provide RJL with such agreements of assignment or transfer as RJL or its counsel shall reasonably request to reflect such assignment or transfer.

CONTRACT SCHEDULES. Attached as Exhibit 5.20 9.17 hereto is an accurate list and summary description of the following: (a) All contracts, leases, agreements, covenants, licenses, instruments or commitments of the Company DCI pertaining to the Business business of DCI calling for the payment of Five Thousand Dollars ($5,000 5,000) or more or which is otherwise material to the Businessbusiness of DCI, including, without limitation, the following: (i) Executory Licenses and contracts for held in the sale ordinary course of products by the Businessbusiness; (ii) Executory contracts for the purchase, sale or lease of any assets for the Businessassets; (iii) Management or consulting contracts for the Businesscontracts; (iv) Patent, trademark and copyright applications, registrations or licenses, and know-how, intellectual property and trade secret agreements or other licenses of the Businesslicenses; (v) Note agreements, loan and security agreements, indentures, financing statements indentures and the like relating to the Businesslike, other than those entered into and executed in the ordinary course of business; (vi) All sales, agency, distributorship or franchise agreements; and (vii) Any other contracts of the Business entered into outside of not in the ordinary course of business. (b) There are no All labor contracts, employment agreements and collective bargaining agreements related to the Companywhich DCI is a party. (c) All instruments evidencing any liens or security interest encumbering securing any indebtedness of the AssetsDCI covering any asset of DCI. (d) There are no obligations of the Company under any All profit sharing, pension, stock option, severance pay, retirement, bonus, deferred compensation, group life and health insurance or other employee benefit plans, agreements, arrangements or commitments of any nature whatsoever, whether or not legally binding, and there are no all agreements with any present or former officer officer, director or member shareholder of the Company save and except for those obligations set forth this AgreementCorporation. (e) Any and all documents, instruments and other writings not listed in any other schedule hereto which are material to the operation business operations of the BusinessDCI. Except as set forth in Exhibit 5.209.17, all of such contracts, agreements, leases, licenses, plans, arrangements and commitments and all other such items set forth above are valid, binding and in full force and effect in accordance with their terms and conditions, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, fraudulent transfer, reorganization or other similar laws affecting the enforcement of contracts generally, and there is no existing material default thereunder or breach thereof by the CompanyCorporation, or to DCI's knowledge by any party to such contracts, or any conditions which, with the passage of time or the giving of notice or both, might constitute such a default by the Company Corporation or by any other party to the contracts.

CONTRACT SCHEDULES. Attached as Exhibit 5.20 9.17 hereto is an accurate list and summary description of the following: (a) All contracts, leases, agreements, covenants, licenses, instruments or commitments of the Company VETCO pertaining to the Business business of VETCO calling for the payment of Five Thousand Dollars ($5,000 5,000) or more or which is otherwise material to the Businessbusiness of VETCO, including, without limitation, the following: (i) Executory Licenses and contracts for held in the sale ordinary course of products by the Businessbusiness; (ii) Executory contracts for the purchase, sale or lease of any assets for the Businessassets; (iii) Management or consulting contracts for the Businesscontracts; (iv) Patent, trademark and copyright applications, registrations or licenses, and know-how, intellectual property and trade secret agreements or other licenses of the Businesslicenses; (v) Note agreements, loan and security agreements, indentures, financing statements indentures and the like relating to the Businesslike, other than those entered into and executed in the ordinary course of business; (vi) All sales, agency, distributorship or franchise agreements; and (vii) Any other contracts of the Business entered into outside of not in the ordinary course of business. (b) There are no All labor contracts, employment agreements and collective bargaining agreements related to the Companywhich VETCO is a party. (c) All instruments evidencing any liens or security interest encumbering securing any indebtedness of the AssetsVETCO covering any asset of VETCO. (d) There are no obligations of the Company under any All profit sharing, pension, stock option, severance pay, retirement, bonus, deferred compensation, group life and health insurance or other employee benefit plans, agreements, arrangements or commitments of any nature whatsoever, whether or not legally binding, and there are no all agreements with any present or former officer officer, director or member shareholder of the Company save and except for those obligations set forth this AgreementCorporation. (e) Any and all documents, instruments and other writings not listed in any other schedule hereto which are material to the operation business operations of the BusinessVETCO. Except as set forth in Exhibit 5.209.17, all of such contracts, agreements, leases, licenses, plans, arrangements and commitments and all other such items set forth above are valid, binding and in full force and effect in accordance with their terms and conditions, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, fraudulent transfer, reorganization or other similar laws affecting the enforcement of contracts generally, and there is no existing material default thereunder or breach thereof by the CompanyCorporation, or to VETCO's knowledge by any party to such contracts, or any conditions which, with the passage of time or the giving of notice or both, might constitute such a default by the Company Corporation or by any other party to the contracts.

CONTRACT SCHEDULES. Attached as Exhibit 5.20 Exhibits 4.20(a) to 4.20(e) hereto is are an accurate list and summary description of the following: (a) All contracts, leases, agreements, covenants, licenses, instruments or commitments of the Company SkyLynx pertaining to the Business business of SkyLynx calling for the payment of $5,000 or more or which is otherwise material to the Businessbusiness of SkyLynx, including, without limitation, the following: (i) Executory Licenses and contracts for held in the sale ordinary course of products by the Businessbusiness; (ii) Executory contracts for the purchase, sale or lease of any assets for the Businessassets; (iii) Management or consulting contracts for the Businesscontracts; (iv) Patent, trademark and copyright applications, registrations or licenses, and know-how, intellectual property and trade secret agreements or other licenses of the Businesslicenses; (v) Note agreements, loan and security agreements, indentures, financing statements indentures and the like relating to the Businesslike, other than those entered into and executed in the ordinary course of business; (vi) All sales, agency, distributorship or franchise agreements; and (vii) Any other contracts of the Business entered into outside of not in the ordinary course of business. (b) There are no All labor contracts, employment agreements and collective bargaining agreements related to the Companywhich SkyLynx is a party. (c) All instruments evidencing any liens or security interest encumbering securing any indebtedness of the AssetsSkyLynx covering any asset of SkyLynx. (d) There are no obligations of the Company under any All profit sharing, pension, stock option, severance pay, retirement, bonus, deferred compensation, group life and health insurance or other employee benefit plans, agreements, arrangements or commitments of any nature whatsoever, whether or not legally binding, and there are no all agreements with any present or former officer officer, director or member shareholder of the Company save and except for those obligations set forth this AgreementCorporation. (e) Any and all documents, instruments and other writings not listed in any other schedule hereto which are material to the operation business operations of the BusinessSkyLynx. Except as set forth in Exhibit 5.204.20(f), all of such contracts, agreements, leases, licenses, plans, arrangements and commitments and all other such items set forth above are valid, binding and in full force and effect in accordance with their terms and conditions, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, fraudulent transfer, reorganization or other similar laws affecting the enforcement of contracts generally, and there is no existing material default thereunder or breach thereof by the CompanyCorporation, or to SkyLynx's knowledge by any party to such contracts, or any conditions which, with the passage of time or the giving of notice or both, might constitute such a default by the Company Corporation or by any other party to the contracts.

CONTRACT SCHEDULES. Attached as Exhibit 5.20 9.17 hereto is an accurate list and summary description of the following: (a) All contracts, leases, agreements, covenants, licenses, instruments or commitments of the Company MedClean pertaining to the Business business of MedClean calling for the payment of Five Thousand Dollars ($5,000 5,000) or more or which is otherwise material to the Businessbusiness of MedClean, including, without limitation, the following: (i) Executory Licenses and contracts for held in the sale ordinary course of products by the Businessbusiness; (ii) Executory contracts for the purchase, sale or lease of any assets for the Businessassets; (iii) Management or consulting contracts for the Businesscontracts; (iv) Patent, trademark and copyright applications, registrations or licenses, and know-how, intellectual property and trade secret agreements or other licenses of the Businesslicenses; (v) Note agreements, loan and security agreements, indentures, financing statements indentures and the like relating to the Businesslike, other than those entered into and executed in the ordinary course of business; (vi) All sales, agency, distributorship or franchise agreements; and (vii) Any other contracts of the Business entered into outside of not in the ordinary course of business. (b) There are no All labor contracts, employment agreements and collective bargaining agreements related to the Companywhich MedClean is a party. (c) All instruments evidencing any liens or security interest encumbering securing any indebtedness of the AssetsMedClean covering any asset of MedClean. (d) There are no obligations of the Company under any All profit sharing, pension, stock option, severance pay, retirement, bonus, deferred compensation, group life and health insurance or other employee benefit plans, agreements, arrangements or commitments of any nature whatsoever, whether or not legally binding, and there are no all agreements with any present or former officer officer, director or member shareholder of the Company save and except for those obligations set forth this AgreementMedClean. (e) Any and all documents, instruments and other writings not listed in any other schedule hereto which are material to the operation business operations of the BusinessMedClean. Except as set forth in Exhibit 5.209.17, all of such contracts, agreements, leases, licenses, plans, arrangements and commitments and all other such items set forth above are valid, binding and in full force and effect in accordance with their terms and conditions, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, fraudulent transfer, reorganization or other similar laws affecting the enforcement of contracts generally, and there is no existing material default thereunder or breach thereof by the CompanyMedClean, or to MedClean's knowledge by any party to such contracts, or any conditions which, with the passage of time or the giving of notice or both, might constitute such a default by the Company MedClean or by any other party to the contracts.

CONTRACT SCHEDULES. Attached as Exhibit 5.20 Exhibits 5.21 hereto is an accurate list and summary description of the following: (a) All contracts, leases, agreements, covenants, licenses, instruments or commitments of the Company Seller and its subsidiaries pertaining to the Business business of Seller and its subsidiaries calling for the payment of $5,000 or more or which is otherwise material to the Businessbusiness of Seller and its subsidiaries, including, without limitation, the following: (i) Executory contracts for the sale of products by the Businessproducts; (ii) Executory contracts for the purchase, sale or lease of any assets for the Businessassets; (iii) Management or consulting contracts for the Businesscontracts; (iv) Patent, trademark and copyright applications, registrations or licenses, and know-how, intellectual property and trade secret agreements or other licenses of the Businesslicenses; (v) Note agreements, loan and security agreements, indentures, financing statements indentures and the like relating to the Businesslike, other than those entered into and executed in the ordinary course of business; (vi) All sales, agency, distributorship, license or franchise agreements; and (vii) Any other contracts of the Business entered into outside of not in the ordinary course of business. (b) There are no labor contracts, employment agreements and collective bargaining agreements related to the CompanySeller and its subsidiaries. (c) All instruments evidencing any liens or security interest encumbering securing any indebtedness of the AssetsSeller and its subsidiaries covering any asset of Seller and its subsidiaries. (d) There are no obligations of the Company Seller under any profit sharing, pension, stock option, severance pay, retirement, bonus, deferred compensation, group life and health insurance or other employee benefit plans, agreements, arrangements or commitments of any nature whatsoever, whether or not legally binding, and there are no agreements with any present or former officer officer, director or member shareholder of the Company Seller or its subsidiaries save and except for those obligations set forth this Agreement. It is understood that Seller shall be subject to, and Buyer is not assuming, any such commitments and/or obligations, all of which shall be and remain the obligation of Seller, and Seller agrees to indemnify and hold harmless Buyer from any liability with respect thereto. (e) Any and all documents, instruments and other writings not listed in any other schedule hereto which are material to the operation business operations of the BusinessSeller and/or its subsidiaries. Except as set forth in Exhibit 5.205.21, all of such contracts, agreements, leases, licenses, plans, arrangements and commitments and all other such items set forth above are valid, binding and in full force and effect in accordance with their terms and conditions, and there is no existing default thereunder or breach thereof by the CompanyCorporation, or by any party to such contracts, or any conditions which, with the passage of time or the giving of notice or both, might constitute such a default by the Company Corporation or by any other party to the contracts.

CONTRACT SCHEDULES. Attached as Exhibit 5.20 hereto Section 11.14 of the Disclosure Schedule is an accurate list and summary description of the following: (a) All contracts, leases, agreements, covenants, licenses, instruments or commitments of the Company CET pertaining to the Business business of CET calling for the payment of Five Thousand Dollars ($5,000 5,000) or more or which is otherwise material to the Businessbusiness of CET, including, without limitation, the following: (i) Executory Licenses and contracts for held in the sale ordinary course of products by the Businessbusiness; (ii) Executory contracts for the purchase, sale or lease of any assets for the Businessassets; (iii) Management or consulting contracts for the Businesscontracts; (iv) Patent, trademark and copyright applications, registrations or licenses, and know-how, intellectual property and trade secret agreements or other licenses of the Businesslicenses; (v) Note agreements, loan and security agreements, indentures, financing statements indentures and the like relating to the Businesslike, other than those entered into and executed in the ordinary course of business; (vi) All sales, agency, distributorship or franchise agreements; and (vii) Any other contracts of the Business entered into outside of not in the ordinary course of business. (b) There are no All labor contracts, employment agreements and collective bargaining agreements related to the Companywhich CET is a party. (c) All instruments evidencing any liens or security interest encumbering securing any indebtedness of the AssetsCET covering any asset of CET. (d) There are no obligations of the Company under any All profit sharing, pension, stock option, severance pay, retirement, bonus, deferred compensation, group life and health insurance or other employee benefit plans, agreements, arrangements or commitments of any nature whatsoever, whether or not legally binding, and there are no all agreements with any present or former officer officer, director or member shareholder of the Company save and except for those obligations set forth this AgreementCorporation. (e) Any and all documents, instruments and other writings not listed in any other schedule hereto which are is material to the operation business operations of the BusinessCET. Except as set forth in Exhibit 5.20Section 11.14 of the Disclosure Schedule, all of such contracts, agreements, leases, licenses, plans, arrangements and commitments and all other such items set forth above are valid, binding and in full force and effect in accordance with their terms and conditions, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, fraudulent transfer, reorganization or other similar laws affecting the enforcement of contracts generally, and there is no existing material default thereunder or breach thereof by the CompanyCorporation, or to CET's knowledge by any party to such contracts, or any conditions which, with the passage of time or the giving of notice or both, might constitute such a default by the Company Corporation or by any other party to the contracts.

CONTRACT SCHEDULES. Attached as Exhibit 5.20 6.21 hereto is an accurate list and summary description of the following: (a) All contracts, leases, agreements, covenants, licenses, instruments or commitments of the Company Arrogene pertaining to the Business business of Arrogene calling for the payment of Five Thousand Dollars ($5,000 5,000) or more or which is otherwise material to the Businessbusiness of Arrogene , including, without limitation, the following: (i) Executory Licenses and contracts for held in the sale ordinary course of products by the Businessbusiness; (ii) Executory contracts for the purchase, sale or lease of any assets for the Businessassets; (iii) Management or consulting contracts for the Businesscontracts; (iv) Patent, trademark and copyright applications, registrations or licenses, and know-how, intellectual property and trade secret agreements or other licenses of the Businesslicenses; (v) Note agreements, loan and security agreements, indentures, financing statements indentures and the like relating to the Businesslike, other than those entered into and executed in the ordinary course of business; (vi) All sales, agency, distributorship or franchise agreements; and (vii) Any other contracts of the Business entered into outside of not in the ordinary course of business. (b) There are no All labor contracts, employment agreements and collective bargaining agreements related to the Companywhich Arrogene is a party. (c) All instruments evidencing any liens or security interest encumbering securing any indebtedness of the AssetsArrogene covering any asset of Arrogene. (d) There are no obligations of the Company under any All profit sharing, pension, stock option, severance pay, retirement, bonus, deferred compensation, group life and health insurance or other employee benefit plans, agreements, arrangements or commitments of any nature whatsoever, whether or not legally binding, and there are no all agreements with any present or former officer officer, director or member shareholder of the Company save and except for those obligations set forth this AgreementCorporation. (e) Any and all documents, instruments and other writings not listed in any other schedule hereto which are material to the operation business operations of the BusinessArrogene. Except as set forth in Exhibit 5.206.21, all of such contracts, agreements, leases, licenses, plans, arrangements and commitments and all other such items set forth above are valid, binding and in full force and effect in accordance with their terms and conditions, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, fraudulent transfer, reorganization or other similar laws affecting the enforcement of contracts generally, and there is no existing material default thereunder or breach thereof by the CompanyCorporation, or to Arrogene’s knowledge by any party to such contracts, or any conditions which, with the passage of time or the giving of notice or both, might constitute such a default by the Company Corporation or by any other party to the contracts.

CONTRACT SCHEDULES. Attached as Exhibit 5.20 9.17 hereto is an accurate list and summary description of the following: (a) All contracts, leases, agreements, covenants, licenses, instruments or commitments of the Company Fitore pertaining to the Business business of Fitore calling for the payment of Five Thousand Dollars ($5,000 5,000) or more or which is otherwise material to the Businessbusiness of Fitore, including, without limitation, the following: (i) Executory Licenses and contracts for held in the sale ordinary course of products by the Businessbusiness; (ii) Executory contracts for the purchase, sale or lease of any assets for the Businessassets; (iii) Management or consulting contracts for the Businesscontracts; (iv) Patent, trademark and copyright applications, registrations or licenses, and know-how, intellectual property and trade secret agreements or other licenses of the Businesslicenses; (v) Note agreements, loan and security agreements, indentures, financing statements indentures and the like relating to the Businesslike, other than those entered into and executed in the ordinary course of business; (vi) All sales, agency, distributorship or franchise agreements; and (vii) Any other contracts of the Business entered into outside of not in the ordinary course of business. (b) There are no All labor contracts, employment agreements and collective bargaining agreements related to the Companywhich Fitore is a party. (c) All instruments evidencing any liens or security interest encumbering securing any indebtedness of the AssetsFitore covering any asset of Fitore. (d) There are no obligations of the Company under any All profit sharing, pension, stock option, severance pay, retirement, bonus, deferred compensation, group life and health insurance or other employee benefit plans, agreements, arrangements or commitments of any nature whatsoever, whether or not legally binding, and there are no all agreements with any present or former officer officer, director or member shareholder of the Company save and except for those obligations set forth this AgreementCorporation. (e) Any and all documents, instruments and other writings not listed in any other schedule hereto which are material to the operation business operations of the BusinessFitore. Except as set forth in Exhibit 5.209.17, all of such contracts, agreements, leases, licenses, plans, arrangements and commitments and all other such items set forth above are valid, binding and in full force and effect in accordance with their terms and conditions, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, fraudulent transfer, reorganization or other similar laws affecting the enforcement of contracts generally, and there is no existing material default thereunder or breach thereof by the CompanyCorporation, or to Fitore’s knowledge by any party to such contracts, or any conditions which, with the passage of time or the giving of notice or both, might constitute such a default by the Company Corporation or by any other party to the contracts.

CONTRACT SCHEDULES. Attached as Exhibit 5.20 9.17 hereto is an accurate list and summary description of the following: (a) All contracts, leases, agreements, covenants, licenses, instruments or commitments of the Company OPI pertaining to the Business business of OPI calling for the payment of Five Thousand Dollars ($5,000 5,000) or more or which is otherwise material to the Businessbusiness of OPI, including, without limitation, the following: (i) Executory Licenses and contracts for held in the sale ordinary course of products by the Businessbusiness; (ii) Executory contracts for the purchase, sale or lease of any assets for the Businessassets; (iii) Management or consulting contracts for the Businesscontracts; (iv) Patent, trademark and copyright applications, registrations or licenses, and know-how, intellectual property and trade secret agreements or other licenses of the Businesslicenses; (v) Note agreements, loan and security agreements, indentures, financing statements indentures and the like relating to the Businesslike, other than those entered into and executed in the ordinary course of business; (vi) All sales, agency, distributorship or franchise agreements; and (vii) Any other contracts of the Business entered into outside of not in the ordinary course of business. (b) There are no All labor contracts, employment agreements and collective bargaining agreements related to the Companywhich OPI is a party. (c) All instruments evidencing any liens or security interest encumbering securing any indebtedness of the AssetsOPI covering any asset of OPI. (d) There are no obligations of the Company under any All profit sharing, pension, stock option, severance pay, retirement, bonus, deferred compensation, group life and health insurance or other employee benefit plans, agreements, arrangements or commitments of any nature whatsoever, whether or not legally binding, and there are no all agreements with any present or former officer officer, director or member shareholder of the Company save and except for those obligations set forth this AgreementOPI. (e) Any and all documents, instruments and other writings not listed in any other schedule hereto which are material to the operation business operations of the BusinessOPI. Except as set forth in Exhibit 5.209.17, all of such contracts, agreements, leases, licenses, plans, arrangements and commitments and all other such items set forth above are valid, binding and in full force and effect in accordance with their terms and conditions, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, fraudulent transfer, reorganization or other similar laws affecting the enforcement of contracts generally, and there is no existing material default thereunder or breach thereof by the CompanyOPI, or to OPI's knowledge by any party to such contracts, or any conditions which, with the passage of time or the giving of notice or both, might constitute such a default by the Company OPI or by any other party to the contracts.

CONTRACT SCHEDULES. Attached as Exhibit 5.20 9.17 hereto is an accurate list and summary description of the following: (a) All contracts, leases, agreements, covenants, licenses, instruments or commitments of the Company ADTECH pertaining to the Business business of ADTECH calling for the payment of Five Thousand Dollars ($5,000 5,000) or more or which is otherwise material to the Businessbusiness of ADTECH, including, without limitation, the following: (i) Executory Licenses and contracts for held in the sale ordinary course of products by the Businessbusiness; (ii) Executory contracts for the purchase, sale or lease of any assets for the Businessassets; (iii) Management or consulting contracts for the Businesscontracts; (iv) Patent, trademark and copyright applications, registrations or licenses, and know-how, intellectual property and trade secret agreements or other licenses of the Businesslicenses; (v) Note agreements, loan and security agreements, indentures, financing statements indentures and the like relating to the Businesslike, other than those entered into and executed in the ordinary course of business; (vi) All sales, agency, distributorship or franchise agreements; and (vii) Any other contracts of the Business entered into outside of not in the ordinary course of business. (b) There are no All labor contracts, employment agreements and collective bargaining agreements related to the Companywhich ADTECH is a party. (c) All instruments evidencing any liens or security interest encumbering securing any indebtedness of the AssetsADTECH covering any asset of ADTECH. (d) There are no obligations of the Company under any All profit sharing, pension, stock option, severance pay, retirement, bonus, deferred compensation, group life and health insurance or other employee benefit plans, agreements, arrangements or commitments of any nature whatsoever, whether or not legally binding, and there are no all agreements with any present or former officer officer, director or member shareholder of the Company save and except for those obligations set forth this AgreementCorporation. (e) Any and all documents, instruments and other writings not listed in any other schedule hereto which are material to the operation business operations of the BusinessADTECH. Except as set forth in Exhibit 5.209.17, all of such contracts, agreements, leases, licenses, plans, arrangements and commitments and all other such items set forth above are valid, binding and in full force and effect in accordance with their terms and conditions, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, fraudulent transfer, reorganization or other similar laws affecting the enforcement of contracts generally, and there is no existing material default thereunder or breach thereof by the CompanyCorporation, or to ADTECH's knowledge by any party to such contracts, or any conditions which, with the passage of time or the giving of notice or both, might constitute such a default by the Company Corporation or by any other party to the contracts.

CONTRACT SCHEDULES. Attached as Exhibit 5.20 Exhibits 5.21(a) to 5.21(e) hereto is are an accurate list and summary description of the following: (a) All contracts, leases, agreements, covenants, licenses, instruments or commitments of the Company ABS pertaining to the Business business of ABS calling for the payment of $5,000 or more or which is otherwise material to the Businessbusiness of ABS, including, without limitation, the following: (i) Executory contracts for the sale of products by the Businessand services; (ii) Executory contracts for the purchase, sale or lease of any assets for the Businessassets; (iii) Management or consulting contracts for the Businesscontracts; (iv) Patent, trademark and copyright applications, registrations or licenses, and know-how, intellectual property and trade secret agreements or other licenses of the Businesslicenses; (v) Note agreements, loan and security agreements, indentures, financing statements indentures and the like relating to the Businesslike, other than those entered into and executed in the ordinary course of business; (vi) All sales, agency, distributorship or franchise agreements; and (vii) Any other contracts of the Business entered into outside of not in the ordinary course of business. (b) There are no All labor contracts, employment agreements and collective bargaining agreements related to the Companywhich ABS is a party. (c) All instruments evidencing any liens or security interest encumbering securing any indebtedness of the AssetsABS covering any asset of ABS. (d) There are no obligations of the Company under any All profit sharing, pension, stock option, severance pay, retirement, bonus, deferred compensation, group life and health insurance or other employee benefit plans, agreements, arrangements or commitments of any nature whatsoever, whether or not legally binding, and there are no all agreements with any present or former officer officer, director or member shareholder of the Company save and except for those obligations set forth this AgreementCorporation. (e) Any and all documents, instruments and other writings not listed in any other schedule hereto which are material to the operation business operations of the BusinessABS. Except as set forth in Exhibit 5.205.21(f), all of such contracts, agreements, leases, licenses, plans, arrangements and commitments and all other such items set forth above are valid, binding and in full force and effect in accordance with their terms and conditions, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, fraudulent transfer, reorganization or other similar laws affecting the enforcement of contracts generally, and there is no existing material default thereunder or breach thereof by the CompanyCorporation, or to ABS's knowledge by any party to such contracts, or any conditions which, with the passage of time or the giving of notice or both, might constitute such a default by the Company Corporation or by any other party to the contracts.

CONTRACT SCHEDULES. Attached as Exhibit 5.20 9.17 hereto is an accurate list and summary description of the following: (a) All contracts, leases, agreements, covenants, licenses, instruments or commitments of the Company Infinivive pertaining to the Business business of Infinivive calling for the payment of Five Thousand Dollars ($5,000 5,000) or more or which is otherwise material to the Businessbusiness of Infinivive, including, without limitation, the following: (i) Executory Licenses and contracts for held in the sale ordinary course of products by the Businessbusiness; (ii) Executory contracts for the purchase, sale or lease of any assets for the Businessassets; (iii) Management or consulting contracts for the Businesscontracts; (iv) Patent, trademark and copyright applications, registrations or licenses, and know-how, intellectual property and trade secret agreements or other licenses of the Businesslicenses; (v) Note agreements, loan and security agreements, indentures, financing statements indentures and the like relating to the Businesslike, other than those entered into and executed in the ordinary course of business; (vi) All sales, agency, distributorship or franchise agreements; and (vii) Any other contracts of the Business entered into outside of not in the ordinary course of business. (b) There are no All labor contracts, employment agreements and collective bargaining agreements related to the Companywhich Infinivive is a party. (c) All instruments evidencing any liens or security interest encumbering securing any indebtedness of the AssetsInfinivive covering any asset of Infinivive. (d) There are no obligations of the Company under any All profit sharing, pension, stock option, severance pay, retirement, bonus, deferred compensation, group life and health insurance or other employee benefit plans, agreements, arrangements or commitments of any nature whatsoever, whether or not legally binding, and there are no all agreements with any present or former officer officer, director or member of the Company save and except for those obligations set forth this AgreementCompany. (e) Any and all documents, instruments and other writings not listed in any other schedule hereto which are material to the operation business operations of the BusinessInfinivive. Except as set forth in Exhibit 5.209.17, all of such contracts, agreements, leases, licenses, plans, arrangements and commitments and all other such items set forth above are valid, binding and in full force and effect in accordance with their terms and conditions, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, fraudulent transfer, reorganization or other similar laws affecting the enforcement of contracts generally, and there is no existing material default thereunder or breach thereof by the CompanyCorporation, or to Infinivive’s knowledge by any party to such contracts, or any conditions which, with the passage of time or the giving of notice or both, might constitute such a default by the Company Corporation or by any other party to the contracts.

CONTRACT SCHEDULES. Attached as Exhibit 5.20 11.17 hereto is an accurate list and summary description of the following: (a) All contracts, leases, agreements, covenants, licenses, instruments or commitments of the Company BMTS pertaining to the Business business of BMTS calling for the payment of Five Thousand Dollars ($5,000 5,000) or more or which is otherwise material to the Businessbusiness of BMTS, including, without limitation, the following: (i) Executory Licenses and contracts for held in the sale ordinary course of products by the Businessbusiness; (ii) Executory contracts for the purchase, sale or lease of any assets for the Businessassets; (iii) Management or consulting contracts for the Businesscontracts; (iv) Patent, trademark and copyright applications, registrations or licenses, and know-how, intellectual property and trade secret agreements or other licenses of the Businesslicenses; (v) Note agreements, loan and security agreements, indentures, financing statements indentures and the like relating to the Businesslike, other than those entered into and executed in the ordinary course of business; (vi) All sales, agency, distributorship or franchise agreements; and (vii) Any other contracts of the Business entered into outside of not in the ordinary course of business. (b) There are no All labor contracts, employment agreements and collective bargaining agreements related to the Companywhich BMTS is a party. (c) All instruments evidencing any liens or security interest encumbering securing any indebtedness of the AssetsBMTS covering any asset of BMTS. (d) There are no obligations of the Company under any All profit sharing, pension, stock option, severance pay, retirement, bonus, deferred compensation, group life and health insurance or other employee benefit plans, agreements, arrangements or commitments of any nature whatsoever, whether or not legally binding, and there are no all agreements with any present or former officer officer, director or member shareholder of the Company save and except for those obligations set forth this AgreementBMTS. (e) Any and all documents, instruments and other writings not listed in any other schedule hereto which are material to the operation business operations of the BusinessBMTS. Except as set forth in Exhibit 5.2011.17, all of such contracts, agreements, leases, licenses, plans, arrangements and commitments and all other such items set forth above are valid, binding and in full force and effect in accordance with their terms and conditions, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, fraudulent transfer, reorganization or other similar laws affecting the enforcement of contracts generally, and there is no existing material default thereunder or breach thereof by the CompanyBMTS, or to BMTS’ knowledge by any party to such contracts, or any conditions which, with the passage of time or the giving of notice or both, might constitute such a default by the Company BMTS or by any other party to the contracts.

CONTRACT SCHEDULES. Attached as Exhibit 5.20 9.17 hereto is an accurate list and summary description of the following: (a) All contracts, leases, agreements, covenants, licenses, instruments or commitments of the Company XFM pertaining to the Business business of XFM calling for the payment of Five Thousand Dollars ($5,000 5,000) or more or which is otherwise material to the Businessbusiness of XFM, including, without limitation, the following: (i) Executory Licenses and contracts for held in the sale ordinary course of products by the Businessbusiness; (ii) Executory contracts for the purchase, sale or lease of any assets for the Businessassets; (iii) Management or consulting contracts for the Businesscontracts; (iv) Patent, trademark and copyright applications, registrations or licenses, and know-how, intellectual property and trade secret agreements or other licenses of the Businesslicenses; (v) Note agreements, loan and security agreements, indentures, financing statements indentures and the like relating to the Businesslike, other than those entered into and executed in the ordinary course of business; (vi) All sales, agency, distributorship or franchise agreements; and (vii) Any other contracts of the Business entered into outside of not in the ordinary course of business. (b) There are no All labor contracts, employment agreements and collective bargaining agreements related to the Companywhich XFM is a party. (c) All instruments evidencing any liens or security interest encumbering securing any indebtedness of the AssetsXFM covering any asset of XFM. (d) There are no obligations of the Company under any All profit sharing, pension, stock option, severance pay, retirement, bonus, deferred compensation, group life and health insurance or other employee benefit plans, agreements, arrangements or commitments of any nature whatsoever, whether or not legally binding, and there are no all agreements with any present or former officer officer, director or member shareholder of the Company save and except for those obligations set forth this AgreementCorporation. (e) Any and all documents, instruments and other writings not listed in any other schedule hereto which are material to the operation business operations of the BusinessXFM. Except as set forth in Exhibit 5.209.17, all of such contracts, agreements, leases, licenses, plans, arrangements and commitments and all other such items set forth above are valid, binding and in full force and effect in accordance with their terms and conditions, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, fraudulent transfer, reorganization or other similar laws affecting the enforcement of contracts generally, and there is no existing material default thereunder or breach thereof by the CompanyCorporation, or to XFM's knowledge by any party to such contracts, or any conditions which, with the passage of time or the giving of notice or both, might constitute such a default by the Company Corporation or by any other party to the contracts.

CONTRACT SCHEDULES. Attached as Exhibit 5.20 6.21 hereto is an accurate list and summary description of the following: (a) All contracts, leases, agreements, covenants, licenses, instruments or commitments of the Company Scarab pertaining to the Business business of Scarab calling for the payment of Five Thousand Dollars ($5,000 5,000) or more or which is otherwise material to the Businessbusiness of Scarab, including, without limitation, the following: (i) Executory Licenses and contracts for held in the sale ordinary course of products by the Businessbusiness; (ii) Executory contracts for the purchase, sale or lease of any assets for the Businessassets; (iii) Management or consulting contracts for the Businesscontracts; (iv) Patent, trademark and copyright applications, registrations or licenses, and know-how, intellectual property and trade secret agreements or other licenses of the Businesslicenses; (v) Note agreements, loan and security agreements, indentures, financing statements indentures and the like relating to the Businesslike, other than those entered into and executed in the ordinary course of business; (vi) All sales, agency, distributorship or franchise agreements; and (vii) Any other contracts of the Business entered into outside of not in the ordinary course of business. (b) There are no All labor contracts, employment agreements and collective bargaining agreements related to the Companywhich Scarab is a party. (c) All instruments evidencing any liens or security interest encumbering securing any indebtedness of the AssetsScarab covering any asset of Scarab. (d) There are no obligations of the Company under any All profit sharing, pension, stock option, severance pay, retirement, bonus, deferred compensation, group life and health insurance or other employee benefit plans, agreements, arrangements or commitments of any nature whatsoever, whether or not legally binding, and there are no all agreements with any present or former officer officer, director or member shareholder of the Company save and except for those obligations set forth this AgreementCorporation. (e) Any and all documents, instruments and other writings not listed in any other schedule hereto which are material to the operation business operations of the BusinessScarab. Except as set forth in Exhibit 5.206.21, all of such contracts, agreements, leases, licenses, plans, arrangements and commitments and all other such items set forth above are valid, binding and in full force and effect in accordance with their terms and conditions, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, fraudulent transfer, reorganization or other similar laws affecting the enforcement of contracts generally, and there is no existing material default thereunder or breach thereof by the CompanyCorporation, or to Scarab's knowledge by any party to such contracts, or any conditions which, with the passage of time or the giving of notice or both, might constitute such a default by the Company Corporation or by any other party to the contracts.