Common use of Contracts, Agreements and Instruments Clause in Contracts

Contracts, Agreements and Instruments. Schedule 3.08 accurately and completely sets forth the information required to be contained therein. The Company has furnished to Ace: 3.08.01. The Certificate of Incorporation, Bylaws and other organizational documents of the Company and all amendments thereto, as presently in effect, certified by the president of the Company; 3.08.02. True and correct copies of all contracts, agreements and other instruments having a value in excess of $5,000.00 referred to in Schedule 3.08; 3.08.03. True and correct written descriptions of all service, material supply, distribution, agency, financing or other arrangements or understandings referred to in Schedule 3.08 involving an obligation on the part of the Company in excess of $5,000. Except for matters which, in the aggregate, would not have a Material Adverse Effect or are otherwise disclosed in the Agreement, to the Knowledge of the Company and the Stockholder, no other party to any such contract, agreement, instrument, leases, or license is now in violation or breach of, or in default with respect to complying with, any material provision thereof, and each such contract, agreement, instrument, lease, or license contained in the Schedules hereto is in full force and effect and is the legal, valid, and binding obligation of the parties thereto and is enforceable as to them in accordance with its terms. Each such service, supply, distribution, agency, financing, or other arrangement or understanding contained in the Schedules hereto is a valid and continuing arrangement or understanding, except for matters which, in the aggregate, would not have a Material Adverse Effect; neither the Company, the Stockholder, nor any other party to any such arrangement or understanding has given notice of termination or taken any action inconsistent with the continuance of such arrangement or understanding, except for matters which, in the aggregate, would not have a Material Adverse Effect; and the execution, delivery, and performance of this Agreement will not prejudice any such arrangement or understanding in any way contained in the Schedules hereto, except for matters which, in the aggregate, would not have a Material Adverse Effect. The Company is not a member of a customer or user organization or of a trade association which relationship would be materially affected by the execution and performance of this Agreement.

Contracts, Agreements and Instruments. Schedule 3.08 accurately and completely sets forth 5.06 contains a list of the information required following, copies of which have been heretofore furnished by Sellers to be contained therein. The Company has furnished to AcePurchaser, which acknowledges receipt thereof: 3.08.01. 5.06.01 The Certificate Articles of IncorporationIncorporation or Organization, Bylaws and or Operating Agreement and/or other organizational documents of the Company Sellers and all amendments thereto, as presently in effect, certified by the president a member of the CompanySellers; 3.08.02. 5.06.02 True and correct copies of all contracts, agreements and other instruments having material to the going concern of Sellers’ Business to which either Seller is a value in excess of $5,000.00 referred to in Schedule 3.08;party; and 3.08.03. 5.06.03 True and correct written descriptions of all service, verbal contracts and/or agreements material supply, distribution, agency, financing or other arrangements or understandings referred to in Schedule 3.08 involving an obligation on the part going concern of the Company in excess of $5,000Sellers’ Business to which either Seller is a party. Except for matters which, in the aggregate, would not have a Material Adverse Effect or are otherwise disclosed in the Agreement, neither Seller is, and to the Knowledge best of the Company and the StockholderSellers’ Knowledge, no other party to any such contract, agreement, instrument, leaseslease, or license is is, now in violation or breach of, or in default with respect to complying with, any material provision thereof, and each such contract, agreement, instrument, lease, or license contained in the Schedules hereto by which either Seller is presently engaged is in full force and effect and is the legal, valid, and binding obligation of the parties thereto and is enforceable as to them in accordance with its terms, except where the enforcement may be altered or prohibited by law. Each To Sellers’ Knowledge, no person or entity, including either of the Sellers, has given notice or taken any action inconsistent with the continuance of any such servicearrangement, supply, distribution, agency, financing, or other arrangement or understanding contained in the Schedules hereto is a valid and continuing arrangement contract or understanding, except for matters which, in the aggregate, would not have a Material Adverse Effect; neither the Company, the Stockholder, nor any other party to any such arrangement or understanding has given notice of termination or taken any action inconsistent with the continuance of such arrangement or understanding, except for matters which, in the aggregate, would will not have a Material Adverse Effect; and subject to obtaining the consents described on Schedule 5.03, the execution, delivery, and performance of this Agreement will not prejudice any such arrangement arrangement, contract or understanding in any way contained in the Schedules heretoway, except for matters which, in the aggregate, would will not have a Material Adverse Effect. The Company is not a member of a customer or user organization or of a trade association which relationship would be materially affected by the execution and performance of this Agreement.

Contracts, Agreements and Instruments. Schedule 3.08 Set forth on Exhibit 2.7 is a description of each material contract, agreement or instrument to which the Company or the Company Subs is a party. Exhibit 2.7 accurately and completely sets forth the information required to be contained therein. For purposes of this Section 2.7, material shall include those contracts, agreements and instruments involving payments to or by the Company or the Company Subs in excess of $10,000 per annum. The Company has furnished to AceEDG: 3.08.01. (a) The Certificate Articles of Incorporation, Bylaws and other organizational documents of the Company and the Company Subs and all amendments thereto, as presently in effect, certified by the president of the CompanyCompany and the president of each of the Company Subs; 3.08.02. (b) True and correct copies of all material contracts, agreements and other instruments having a value in excess of $5,000.00 referred to in Schedule 3.08Exhibit 2.7; 3.08.03. (c) True and correct copies of all material leases and licenses referred to in Exhibit 2.6; and (d) True and correct written descriptions of all service, material supply, distribution, agency, financing or other arrangements or understandings referred to in Schedule 3.08 involving an obligation on the part of the Company in excess of $5,000Exhibit 2.7. Except for matters which, in the aggregate, would not have a Material Adverse Effect or are otherwise disclosed in the this Agreement, to the Knowledge of the Company, the Company and the Subs or any Certain Stockholder, no other party to any such contract, agreement, instrument, leaseslease, or license is now in violation or breach of, or in default with respect to complying with, any material provision thereof, and each such contract, agreement, instrument, lease, or license contained in the Schedules exhibits hereto is in full force and effect and is the legal, valid, and binding obligation of the parties thereto and is enforceable as to them in accordance with its terms. Each such service, supply, distribution, agency, financing, or other arrangement or understanding contained in the Schedules exhibits hereto is a valid and continuing arrangement or understanding, except for matters which, in the aggregate, would not have a Material Adverse Effect; neither the Company, the StockholderCompany Subs, nor any other party to any such arrangement or understanding has given notice of termination or taken any action inconsistent with the continuance of such arrangement or understanding, except for matters which, in the aggregate, would not have a Material Adverse Effect; and the execution, delivery, and performance of this Agreement will not prejudice any such arrangement or understanding in any way contained in the Schedules exhibits hereto, except for matters which, in the aggregate, would not have a Material Adverse Effect. The Neither the Company nor the Company Subs has been a party to since its formation, nor is it now a party to, any contract, agreement, lease, license, arrangement, or understanding with any Company Stockholder or employee of the Company (except for employment agreements listed in Exhibit 2.7 and employment and compensation arrangements described in Exhibit 2.8, in each case with such Company Stockholder and employees who are not a member relatives or affiliates described in the next clause), any relative or affiliate of a customer or user organization any Company Stockholder or of any employee of the Company or the Company Subs, or any other partnership or enterprise in which any Company Stockholder or employee of the Company or the Company Subs, or any such relative or affiliate then had or now has a trade association which relationship would be materially affected by the execution 5% or greater ownership interest or other substantial interest, other than contracts and performance of agreements listed and so specified in Exhibit 2.7. Other than in connection with this Agreement, neither the Company nor the Company Subs is a party to any letter of intent, capital stock or asset purchase agreement, merger agreement or any other agreement involving the acquisition or disposition of property out of the ordinary course of business.

Contracts, Agreements and Instruments. Schedule 3.08 accurately and completely sets forth 5.08 contains a list of the information required following, copies of which have been heretofore furnished by Seller to be contained therein. The Company has furnished to AcePurchaser, which acknowledges receipt thereof: 3.08.01. 5.08.01 The Certificate Articles of Incorporation, Bylaws and other organizational documents of the Company Seller and all amendments thereto, as presently in effect, certified by the president a member of the CompanySeller; 3.08.02. 5.08.02 True and correct copies of all material contracts, agreements and other instruments having to which Seller is a value in excess of $5,000.00 referred to in Schedule 3.08party; 3.08.03. 5.08.03 True and correct written descriptions of all service, verbal material supply, distribution, agency, financing or other arrangements or understandings referred contracts and/or agreements to in Schedule 3.08 involving an obligation on the part of the Company in excess of $5,000which Seller is a party. Except for matters which, in the aggregate, would not have a Material Adverse Effect or are age otherwise disclosed in the Agreement, Seller is no, and to the Knowledge best of the Company and the StockholderSeller's Knowledge, no other party to any such contract, agreement, instrument, leaseslease, or license is now in violation or breach of, or in default with respect to complying with, any material provision thereof, and each such contract, agreement, instrument, lease, or license contained in the Schedules hereto by which Seller is presently engaged is in full force and effect and is the legal, valid, and binding obligation of the parties thereto and is enforceable as to them in accordance with its terms, except that (i) the enforcement of certain rights and remedies created thereby and is subject to bankruptcy, insolvency, reorganization, and similar laws of general application affecting the rights and remedies of parties, and (ii) the enforceability of any particular provision thereof under principles of equity or the availability of equitable remedies, such as specific performance, injunctive relief, waiver, or other equitable remedies, is subject to the discretion of courts of competent jurisdiction. Each such service, supply, distribution, agency, financing, or other arrangement arrangement, contract or understanding contained in the Schedules hereto is a valid and continuing arrangement arrangement, contract or understanding, except for matters matter which, in the aggregate, would will not have a Material Adverse Effect; neither the Company, the StockholderSeller, nor any other party to any such arrangement arrangement, contract or understanding has given notice of termination or taken any action inconsistent with the continuance of such arrangement arrangement, contract or understanding, except for matters which, in the aggregate, would will not have a Material Adverse Effect; and and, subject to obtaining the consents described on Schedule 5.03, the execution, delivery, and performance of this Agreement will not prejudice any such arrangement arrangement, contract or understanding in any way contained in the Schedules heretoway, except for matters which, in the aggregate, would will not have a Material Adverse Effect. The Company is not a member of a customer or user organization or of a trade association which relationship would be materially affected by the execution and performance of this Agreement.

Contracts, Agreements and Instruments. Schedule 3.08 Exhibit 1.01(d) accurately and completely sets forth the information required to be contained therein. The Company Seller has furnished to AcePurchaser: 3.08.01. (a) The Certificate articles of Incorporation, Bylaws incorporation and other organizational documents by-laws of the Company Seller and all amendments thereto, as presently in effect, certified by the president of the Company;; (See Exhibit 3.01) 3.08.02. (b) True and correct copies of all contractsmaterial contracts (Exhibit 1.01(d)), firm customer purchase orders (Exhibit 3.06), quotations (Exhibit 3.08), breakdown of accounts receivable (Exhibit 1.01(f)), accounts payable (Exhibit 1.03(c)), agreements and other instruments having a value in excess of $5,000.00 referred to in Schedule 3.08Exhibit 1.01(d); 3.08.03. (c) True and correct copies of all material leases (Exhibit 3.05) and licenses referred to in Exhibits 3.12; and (d) True and correct written descriptions of all service, material supply, distribution, agency, financing financing, or other arrangements or understandings referred to in Schedule 3.08 involving an obligation on the part of the Company in excess of $5,000Exhibit 1.01(d). Except for matters which, in the aggregate, would not have a Material Adverse Effect material adverse effect or are otherwise disclosed in the this Agreement, to the Knowledge knowledge of the Company and the StockholderSeller, , no other party to any such contract, agreement, instrument, leaseslease, or license is now in violation or breach of, or in default with respect to complying with, any material provision thereof, and each such contract, agreement, instrument, lease, or license contained in the Schedules exhibits hereto is in full force and effect and is the legal, valid, and binding obligation of the parties thereto and is enforceable as to them in accordance with its terms. Each such service, supply, distribution, agency, financing, or other arrangement or understanding contained in the Schedules exhibits hereto is a valid and continuing arrangement or understanding, except for matters which, in the aggregate, would not have a Material Adverse Effectmaterial adverse effect; neither the Company, the StockholderSeller, nor any other party to any such arrangement or understanding has given notice of termination or taken any action inconsistent with the continuance of such arrangement or understanding, except for matters which, in the aggregate, would not have a Material Adverse Effect; and the execution, delivery, and performance of this Agreement will not prejudice any such arrangement or understanding in any way contained in the Schedules exhibits hereto, except for matters which, in the aggregate, would not have a Material Adverse Effectmaterial adverse effect. The Company Except as disclosed in appropriate exhibits attached hereto, Seller has not engaged since its formation in, is engaging in, or intends to engage in any transaction with, or has had since its formation, now has, or intends to have any contract, agreement, lease, license, arrangement, or understanding with, any Stockholder or employee of Seller (except for employment agreements listed in Exhibit 1.01(d) in each case with such Stockholder and employees who are not relatives or affiliates described in the next clause), any relative or affiliate of any Stockholder or of any employee of Seller, or any other partnership or enterprise in which any Stockholder or employee of Seller, or any such relative or affiliate then had or now has a 5% or greater interest or other substantial interest, other than contracts and agreements listed and so specified in Exhibit 1.01(d). Seller is not a member of a customer or user organization or of a trade association which relationship would be materially affected by the execution and performance Closing of this Agreement.

Contracts, Agreements and Instruments. Schedule 3.08 Exhibit 2.7 accurately and completely sets forth the information required to be contained therein. The Company has furnished to AceDASI: 3.08.01. (a) The Certificate Articles of Incorporation, Bylaws and other organizational documents of the Company and all amendments thereto, as presently in effect, certified by the president or Stockholders of the Company; 3.08.02. (b) True and correct copies of all material contracts, agreements and other instruments having a value in excess of $5,000.00 referred to in Schedule 3.08Exhibit 2.7; 3.08.03. (c) True and correct copies of all material leases and licenses referred to in Exhibit 2.6; and (d) True and correct written descriptions of all service, material supply, distribution, agency, financing or other arrangements or understandings referred to in Schedule 3.08 involving an obligation on the part of the Company in excess of $5,000Exhibit 2.7. Except for matters which, in the aggregate, would not have a Material Adverse Effect or are otherwise disclosed in the this Agreement, to the Knowledge of the Company and the or any Stockholder, no other party to any such contract, agreement, instrument, leaseslease, or license is now in violation or breach of, or in default with respect to complying with, any material provision thereof, and each such contract, agreement, instrument, lease, or license contained in the Schedules exhibits hereto is in full force and effect and is the legal, valid, and binding obligation of the parties thereto and is enforceable as to them in accordance with its terms. Each such service, supply, distribution, agency, financing, or other arrangement or understanding contained in the Schedules exhibits hereto is a valid and continuing arrangement or understanding, except for matters which, in the aggregate, would not have a Material Adverse Effect; neither the Company, the Stockholder, nor any other party to any such arrangement or understanding has given notice of termination or taken any action inconsistent with the continuance of such arrangement or understanding, except for matters which, in the aggregate, would not have a Material Adverse Effect; and the execution, delivery, and performance of this Agreement will not prejudice any such arrangement or understanding in any way contained in the Schedules exhibits hereto, except for matters which, in the aggregate, would not have a Material Adverse Effect. The Company has not been a party to since its formation, nor is it now a party to, any contract, agreement, lease, license, arrangement, or understanding with any Stockholder or employee of the Company (except for employment agreements listed in Exhibit 2.7 and employment and compensation arrangements described in Exhibit 2.8, in each case with such Stockholder and employees who are not a member relatives or affiliates described in the next clause), any relative or affiliate of a customer or user organization any Stockholder or of any employee of the Company, or any other partnership or enterprise in which any Stockholder or employee of the Company, or any such relative or affiliate then had or now has a trade association which relationship would be materially affected by the execution 5% or greater ownership interest or other substantial interest, other than contracts and performance of this Agreementagreements listed and so specified in Exhibit 2.7.

Contracts, Agreements and Instruments. Schedule 3.08 accurately and completely sets forth 5.08 contains a list of the information required following, copies of which have been heretofore furnished by Seller to be contained therein. The Company has furnished to AcePurchaser, which acknowledges receipt thereof: 3.08.01. 5.08.01 The Certificate Articles of IncorporationOrganization, Bylaws Operating Agreement and other organizational documents of the Company Seller and all amendments thereto, as presently in effect, certified by the president a member of the CompanySeller; 3.08.02. 5.08.02 True and correct copies of all material contracts, agreements and other instruments having to which Seller is a value in excess of $5,000.00 referred to in Schedule 3.08party; 3.08.03. 5.08.03 True and correct written descriptions of all service, verbal material supply, distribution, agency, financing or other arrangements or understandings referred contracts and/or agreements to in Schedule 3.08 involving an obligation on the part of the Company in excess of $5,000which Seller is party. Except for matters which, in the aggregate, would not have a Material Adverse Effect or are otherwise disclosed in the Agreement, Seller is not, and to the Knowledge best of the Company and the StockholderSeller's Knowledge, no other party to any such contract, agreement, instrument, leaseslease, or license is now in violation or breach of, or in default with respect to complying with, any material provision thereof, and each such contract, agreement, instrument, lease, or license contained in the Schedules hereto by which Seller is presently engaged is in full force and effect and is the legal, valid, and binding obligation of the parties thereto and is enforceable as to them in accordance with its terms, except that (i) the enforcement of certain rights and remedies created thereby is subject to bankruptcy, insolvency, reorganization, and similar laws of general application affecting the rights and remedies of parties, and (ii) the enforceability of any particular provision thereof under principles of equity or the availability of equitable remedies, such as specific performance, injunctive relief, waiver, or other equitable remedies, is subject to the discretion of courts of competent jurisdiction. Each such service, supply, distribution, agency, financing, or other arrangement arrangement, contract or understanding contained in the Schedules hereto is a valid and continuing arrangement arrangement, contract or understanding, except for matters which, in the aggregate, would will not have a Material Adverse Effect; neither the Company, the StockholderSeller, nor any other party to any such arrangement arrangement, contract or understanding has given notice of termination or taken any action inconsistent with the continuance of such arrangement arrangement, contract or understanding, except for matters which, in the aggregate, would will not have a Material Adverse Effect; and and, subject to obtaining the consents described on Schedule 5.03, the execution, delivery, and performance of this Agreement will not prejudice any such arrangement arrangement, contract or understanding in any way contained in the Schedules heretoway, except for matters which, in the aggregate, would will not have a Material Adverse Effect. The Company is not a member of a customer or user organization or of a trade association which relationship would be materially affected by the execution and performance of this Agreement.

Contracts, Agreements and Instruments. Schedule 3.08 5.09 accurately and completely sets forth the information required to be contained therein. The Company Seller has furnished to AcePurchaser: 3.08.015.09.01. The Certificate Articles of Incorporation, Bylaws and other organizational documents of the Company Seller and all amendments thereto, as presently in effect, certified by the president of the CompanySeller; 3.08.025.09.02. True and correct copies of all material contracts, agreements and other instruments having a value in excess of $5,000.00 referred to in Schedule 3.085.09; 3.08.035.09.03. True and correct written descriptions of all service, material supply, distribution, agency, financing or other arrangements or understandings referred to in Schedule 3.08 involving an obligation on the part of the Company in excess of $5,0005.09. Except for matters which, in the aggregate, would not have a Material Adverse Effect or are otherwise disclosed in the Agreement, to the Knowledge knowledge of the Company and the StockholderSeller, no other party to any such contract, agreement, instrument, leases, or license is now in violation or breach of, or in default with respect to complying with, any material provision thereof, and each such contract, agreement, instrument, lease, or license contained in the Schedules hereto is in full force and effect and is the legal, valid, and binding obligation of the parties thereto and is enforceable as to them in accordance with its terms. Each such service, supply, distribution, agency, financing, or other arrangement or understanding contained in the Schedules hereto is a valid and continuing arrangement or understanding, except for matters which, in the aggregate, would not have a Material Adverse Effect; neither the Company, the StockholderSeller, nor any other party to any such arrangement or understanding has given notice of termination or taken any action inconsistent with the continuance of such arrangement or understanding, except for matters which, in the aggregate, would not have a Material Adverse Effect; and the execution, delivery, and performance of this Agreement will not prejudice any such arrangement or understanding in any way contained in the Schedules hereto, except for matters which, in the aggregate, would not have a Material Adverse Effect. The Company Seller is not a member of a customer or user organization or of a trade association which relationship would be materially affected by the execution and performance of this Agreement.