Common use of Contracts, Agreements and Commitments Clause in Contracts

Contracts, Agreements and Commitments. Schedule 4.6 hereto contains an accurate and complete list of all contracts, agreements, leases, licenses and instruments to which Seller or Subsidiary is a party or is bound or which relate to or affect any of the Purchased Assets or the Business. Schedule 4.6 includes, without limitation, all contracts and agreements and all leases, licenses and instruments, which (i) grant a security interest or permit or provide for the imposition of any lien, mortgage, security interest or other encumbrance on, or provide for the disposition of, any of the Purchased Assets; (ii) require the consent of any third party to the consummation by Seller of the transactions contemplated by this Agreement, as noted on such schedule; (iii) would restrict the use or disposition by Buyer after the Closing of any of the Purchased Assets; or (iv) pertain to the sale or lease of CAD/RMS Products to third parties (including the status of the contract, the contract price, the amount collected to date and whether the CAD/RMS Product has been accepted. True, correct and complete copies of all items so listed in Schedule 4.6 have been furnished to Buyer. Each of such contracts, agreements, leases, licenses and instruments so listed, or required to be so listed, in Schedule 4.6 is a valid and binding obligation of Seller and/or Subsidiary and the other parties thereto, enforceable in accordance with its terms, except as may be affected by bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights generally and general principles of equity relating to the availability of equitable remedies. Except as otherwise set forth in Schedule 4.6 hereto, there have not been any defaults by Seller or Subsidiary or, to the best knowledge of the Seller, defaults or any claims of default or claims of nonenforceability by the other party or parties which, individually or in the aggregate, would have a material adverse effect on Subsidiary, the Business or any of the Purchased Assets, and there are no facts or conditions that have occurred or that are anticipated to occur which, through the passage of time or the giving of notice, or both, would constitute a default by Seller, or to the best knowledge of the Seller, by the other party or parties, under any of such contracts, agreements, leases, licenses and instruments or would cause a creation of a lien, security interest or encumbrance upon any of the Purchased Assets or otherwise materially and adversely affect Subsidiary, any of the Purchased Assets or the Business.

Contracts, Agreements and Commitments. To the Knowledge of Parent and Seller, Schedule 4.6 5.14 hereto contains an accurate and complete list of all contracts, agreements, leases, licenses and instruments to which Seller or Subsidiary the Company is a party or is bound subject and which are material to the Company or its business (excluding collective bargaining, labor, employment agreements and employment policies and benefit plans and programs that are disclosed on Schedule 5.18 hereto) and which relate to or affect any involve at least one of the Purchased Assets or the Business. Schedule 4.6 includes, without limitation, all contracts and agreements and all leases, licenses and instruments, which following: (i) grant a security interest or permit or provide for the imposition of any lienEncumbrance charge, mortgageclaim, security interest or other encumbrance restriction of any type on, or provide for the disposition of, sale of any members’ interests or other equity securities of the Purchased AssetsCompany, including the Interest, or on or of any assets of the Company (other than sales of assets in the Ordinary Course of Business and consistent with past practices); (ii) require the consent of any third party to to, or would be violated by, the consummation by the Company or the Seller of the transactions contemplated by this Agreement, as noted on Contemplated Transactions if the failure to obtain such scheduleconsent or such violation would cause a Material Adverse Effect; (iii) would restrict involve the use borrowing of money, or disposition by Buyer after provide for capital expenditures to be made in the Closing future, in excess of any of $25,000 individually or in the Purchased Assets; aggregate (whether material or not) or (iv) pertain to involves the sale annual expenditure of $100,000 or lease of CAD/RMS Products to third parties more by the Company unless such contract or agreement can be terminated by the Company upon 120 days prior written notice (including the status of the contract, the contract price, the amount collected to date and whether the CAD/RMS Product has been accepted“Material Contract”). True, correct correct, and complete copies of all items so listed in Schedule 4.6 5.14 have been furnished to BuyerPurchaser. Each of such contracts, agreements, leases, licenses and instruments so listed, or required to be so listed, in Schedule 4.6 Material Contracts is a valid and binding obligation of Seller and/or Subsidiary the Company and the other parties thereto, is enforceable in accordance with its terms, except as may be affected by bankruptcy, insolvency, moratorium or similar laws affecting creditors' ’ rights generally and general principles of equity relating to the availability of equitable remedies. Except as otherwise set forth in Schedule 4.6 5.14 hereto, there have are not been any defaults by Seller or Subsidiary the Company or, to the best knowledge Knowledge of the Parent or the Seller, any defaults or any claims of default or claims of nonenforceability non-enforceability by the other party or parties whichto such Material Contracts, which individually or in the aggregate, would have a material adverse effect Material Adverse Affect on Subsidiary, the Business or any of the Purchased Assets, and there are no facts or conditions that have occurred or that are anticipated to occur which, through the passage of time or the giving of noticeCompany, or bothwould create an Encumbrance charge, would constitute a default by Sellerclaim, or to the best knowledge restriction of the Seller, by the other party or parties, under any of such contracts, agreements, leases, licenses and instruments or would cause a creation of a lien, security interest or encumbrance type upon any of the Purchased Assets assets of the Company or otherwise materially and adversely affect Subsidiarythe Company. Except as set forth on Schedule 5.14, no consent or approval of any party (other than the Company) to any of the Purchased Assets Material Contracts is necessary in order to permit the Company to consummate the Contemplated Transactions and to allow Purchaser to acquire the Interest, without violating any such contracts, agreements, or the Businesscommitments.

Contracts, Agreements and Commitments. Schedule 4.6 Exhibit O hereto contains an accurate and complete list of all contracts, agreements, leases, licenses and instruments instruments, not otherwise disclosed in Exhibit M and N to which Seller or Subsidiary the Company is a party or is bound or and (i) which relate to or and materially affect any of the Purchased Company's Assets or the BusinessCompany's business, or (ii) which could hinder consummation of the transactions contemplated by this Agreement or would affect Purchaser's title to or it ability, after the Closing, to conduct the business as it has been conducted by the Company since inception, 199__, or its ability to dispose of any of the Company Assets following the Closing. Schedule 4.6 includesExhibits M, N and O include, without limitation, all contracts and agreements and all leases, licenses and instruments, which (i) grant a security interest or permit or provide for the imposition of any lien, mortgage, security interest or other encumbrance on, or provide for the disposition of, any of the Purchased Company's Assets; (ii) require the consent of any third party to the consummation by Seller the Company or Sellers of the transactions contemplated by this Agreement, as noted on such schedule; or (iii) would restrict the use or disposition by Buyer Purchaser after the Closing of any of the Purchased Company's Assets; or (iv) pertain to the sale or lease of CAD/RMS Products to third parties (including the status of the contract, the contract price, the amount collected to date and whether the CAD/RMS Product has been accepted. True, correct and complete copies of all items so listed in Schedule 4.6 Exhibits M, N and O have been furnished to BuyerPurchaser. Each of such contracts, agreements, leases, licenses and instruments so listed, or required to be so listed, in Schedule 4.6 Exhibits M, N and O is a valid and binding obligation of Seller and/or Subsidiary the Company or Sellers, as applicable, and to the best knowledge of the Company and Sellers, the other parties thereto, enforceable in accordance with its their terms, except as may be affected by bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights generally and general principles of equity relating to the availability of equitable remedies. Except as otherwise set forth in Schedule 4.6 Exhibits M, N and O hereto, there have not been any defaults by Seller the Company or Subsidiary Sellers or, to the best knowledge of the SellerCompany and Sellers after due inquiry, defaults or any claims of default or claims of nonenforceability by the other party or parties which, individually or in the aggregate, would have a material adverse effect on Subsidiary, the Business business or any of the Purchased Company's Assets, and, to the best of the Company's and Sellers' knowledge after due inquiry, there are no facts or conditions that have occurred or that are anticipated the Company or Sellers (without independent investigation) anticipate to occur which, through the passage of time or the giving of notice, or both, would constitute a default by Sellerthe Company or Sellers, or to the best knowledge of the Seller, by the other party or parties, under any of such contracts, agreements, leases, licenses and instruments or would cause a creation of a lien, security interest or encumbrance upon any of the Purchased Company's Assets or otherwise materially and adversely affect Subsidiary, any of the Purchased Company's Assets or the Businessbusiness.

Contracts, Agreements and Commitments. Schedule 4.6 3.10 hereto contains an accurate and complete list of all contracts, agreements, leaseslicenses, licenses and instruments to which Seller or Subsidiary the Company is a party or is bound subject, and which are material to the Company or which relate to or affect any its business (each a "Material Contract" and collectively the "Material Contracts"). For purposes of this Section 3.10, and without limiting the generality of the Purchased Assets or the Business. Schedule 4.6 includesforegoing, without limitation, such list of Material Contracts includes all such contracts and agreements and all leases, licenses and instruments, instruments which (i) grant a security interest or permit or provide for the imposition of any lien, mortgage, security interest or other encumbrance Encumbrance on, or provide for the disposition of, sale of any LLC Interests or other equity securities of the Purchased AssetsCompany, including the LLC Interests, or on or of any assets of the Company (other than sales of assets in the ordinary course of business and consistent with past practices); (ii) require the consent of any third party to to, or would be violated by, the consummation by the Company or Seller of the contemplated transactions contemplated by this Agreement, as noted on such scheduleherein; (iii) would restrict involve the use borrowing of money, or disposition by Buyer after provide for capital expenditures to be made in the Closing future, in excess of any of Five Thousand and No/100 Dollars ($5,000) individually or in the Purchased Assets; aggregate, or (iv) pertain involve the licensing, by or to the sale Company, of software or lease of CAD/RMS Products to third parties (including the status of the contract, the contract price, the amount collected to date and whether the CAD/RMS Product has been acceptedother intangible assets. True, correct correct, and complete copies of all items Material Contracts so listed in Schedule 4.6 3.10 have been furnished to BuyerPurchaser. Each of such contracts, agreements, leases, licenses and instruments Material Contract so listed, or required to be so listed, in Schedule 4.6 is a valid and binding obligation of Seller and/or Subsidiary the Company and the other parties thereto, is enforceable in accordance with its terms, except as may be affected by bankruptcy, insolvency, moratorium moratorium, or similar laws affecting creditors' rights generally and general principles of equity relating to the availability of equitable remedies. Except as otherwise set forth in Schedule 4.6 hereto, there There have not been any defaults by Seller or Subsidiary the Company or, to the best knowledge of the Company or Seller, any defaults or any claims of default or claims of nonenforceability non-enforceability by the other party or parties to such Material Contracts which, individually or in the aggregate, would have a material adverse effect on Subsidiarythe Company and, to the Business or knowledge of any of the Purchased AssetsCompany or Seller, and there are no facts or conditions that have occurred or that are anticipated to occur which, through the passage of time or the giving of notice, or both, would constitute a default by Seller, the Company or to the best knowledge of the Seller, by the other party or parties, parties under any of such contractsMaterial Contracts, agreements, leases, licenses and instruments or would cause a creation of a lien, security interest or encumbrance create an Encumbrance upon any of the Purchased Assets assets of the Company or otherwise materially and adversely affect Subsidiary, the Company. No consent or approval of any party (other than the Company) to any of Material Contracts is necessary in order to permit the Purchased Assets or Company to allow Purchaser to acquire the BusinessLLC Interests, without violating any such Material Contracts.