Common use of CONTRACT SCHEDULES Clause in Contracts

CONTRACT SCHEDULES. Attached as Exhibits 8.20(a) to 8.20(f) hereto are an accurate list and summary description of the following: (a) All contracts, leases, agreements, covenants, licenses, instruments or commitments of Southshore pertaining to the business of Southshore calling for the payment of $5,000 or more or which is otherwise material to the business of Southshore, including, without limitation, the following: (i) Executory contracts for the manufacture and sale of products; (ii) Executory contracts for the purchase sale or lease of any assets; (iii) Management or consulting contracts; (iv) Patent, trademark and copyright applications, registrations or licenses, and know-how, intellectual property and trade secret agreements or other licenses; (v) Note agreements, loan agreements, indentures and the like, 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 not in the ordinary course of business. (b) All labor contracts, employment agreements and collective bargaining agreements related to Southshore. (c) All instruments evidencing any liens or security interest securing any indebtedness of Southshore covering any asset of Southshore. (d) A listing generally describing all computer programs and related software proprietary to Southshore, and all management proprietary systems utilized by Southshore in its operations. (e) 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 all agreements with any present or former officer, director or shareholder of Southshore. (f) Any and all documents, instruments and other writings not listed in any other schedule hereto which are material to the business operations of Southshore. Except as set forth in Exhibit 8.20(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, and there is no existing default thereunder or breach thereof by Southshore, 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 Southshore or by any other party to the contracts.

CONTRACT SCHEDULES. Attached as Exhibits 8.20(a) to 8.20(f) Exhibit 11.17 hereto are is an accurate list and summary description of the following: (a) All contracts, leases, agreements, covenants, licenses, instruments or commitments of Southshore OPI pertaining to the business of Southshore the Acquiring Companies calling for the payment of Five Thousand Dollars ($5,000 5,000) or more or which is otherwise material to the business of SouthshoreOPI, including, without limitation, the following: (i) Executory Licenses and contracts for held in the manufacture and sale ordinary course of productsbusiness; (ii) Executory contracts for the purchase purchase, sale or lease of any assets; (iii) Management or consulting contracts; (iv) Patent, trademark and copyright applications, registrations or licenses, and know-how, intellectual property and trade secret agreements or other licenses; (v) Note agreements, loan agreements, indentures and the like, 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 not in the ordinary course of business. (b) All labor contracts, employment agreements and collective bargaining agreements related to Southshorewhich the Acquiring Companies are parties. (c) All instruments evidencing any liens or security interest securing any indebtedness of Southshore the Acquiring Companies covering any asset of Southshorethe Acquiring Companies. (d) A listing generally describing all computer programs and related software proprietary to Southshore, and all management proprietary systems utilized by Southshore in its operations. (e) 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 all agreements with any present or former officer, director or shareholder of Southshorethe Acquiring Companies. (fe) Any and all documents, instruments and other writings not listed in any other schedule hereto which are material to the business operations of Southshorethe Acquiring Companies. Except as set forth in Exhibit 8.20(f)11.17, 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 Southshorethe Acquiring Companies, or to the Acquiring Companies' 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 Southshore the Acquiring Companies or by any other party to the contracts.

CONTRACT SCHEDULES. Attached as Exhibits 8.20(a) to 8.20(f) 5.21 hereto are is an accurate list and summary description of the following: (a) All contracts, leases, agreements, covenants, licenses, instruments or commitments of Southshore Seller and its subsidiaries pertaining to the business of Southshore Seller and its subsidiaries calling for the payment of $5,000 or more or which is otherwise material to the business of SouthshoreSeller and its subsidiaries, including, without limitation, the following: (i) Executory contracts for the manufacture and sale of products; (ii) Executory contracts for the purchase purchase, sale or lease of any assets; (iii) Management or consulting contracts; (iv) Patent, trademark and copyright applications, registrations or licenses, and know-how, intellectual property and trade secret agreements or other licenses; (v) Note agreements, loan agreements, indentures and the like, other than those entered into and executed in the ordinary course of business; (vi) All sales, agency, distributorship distributorship, license or franchise agreements; and (vii) Any other contracts not in the ordinary course of business. (b) All There are no labor contracts, employment agreements and collective bargaining agreements related to SouthshoreSeller and its subsidiaries. (c) All instruments evidencing any liens or security interest securing any indebtedness of Southshore Seller and its subsidiaries covering any asset of SouthshoreSeller and its subsidiaries. (d) A listing generally describing all computer programs and related software proprietary to Southshore, and all management proprietary systems utilized by Southshore in its operations. (e) All There are no obligations of 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 all there are no agreements with any present or former officer, director or shareholder of SouthshoreSeller 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. (fe) Any and all documents, instruments and other writings not listed in any other schedule hereto which are material to the business operations of SouthshoreSeller and/or its subsidiaries. Except as set forth in Exhibit 8.20(f)5.21, 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 Southshorethe Corporation, 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 Southshore the Corporation or by any other party to the contracts.