Common use of Contracts and Agreements; Defaults Clause in Contracts

Contracts and Agreements; Defaults. (a) Section 3.9(a) of the Disclosure Letter sets forth a list of any of the following written or (except as otherwise specified below) oral contracts, agreements and other instruments (the 'Material Contracts') entered into by Platinum or Platinum's Subsidiaries or by which Platinum or Platinum's Subsidiaries are bound, true and correct copies of each of which (or written summaries, in the case of oral contracts) have been delivered to NorthTech and/or its counsel: (i) collective bargaining or similar labor agreements; (ii) joint venture contract or agreement which has involved or is reasonably expected to involve a sharing of profits or losses in excess of $25,000 per annum with any other party; (iii) (x) written contract relating to the employment or engagement of any Person (whether as an employee, consultant or independent contractor) or any bonus, deferred compensation, pension, profit sharing, stock option, employee stock purchase, retirement or other similar Employee Benefit Plan, other than written contracts relating to the engagement of any person as an actor, writer or translator copies of which have been previously provided to NorthTech, and (y) oral contract relating to the employment or engagement of any Person (whether as an employee, consultant or independent contractor) or any bonus, deferred compensation, pension, profit sharing, stock option, employee stock purchase, retirement or other similar Employee Benefit Plan which is not cancelable without penalty within 30 days; (iv) indenture, mortgage, promissory note, loan agreement, guarantee or other agreement or commitment for the borrowing of money, for a line of credit or for a leasing transaction or imposing a Lien on any asset; (v) lease, conditional sales or other agreement pursuant to which Platinum or Platinum's Subsidiaries leases, has purchased or sold or holds possession of, but not title to, any real or personal property, whether as lessor, lessee, purchaser, PRO Transferor, bailee, pledgee or the like; (vi) management, service, consulting or any other similar arrangement, or any non-competition agreement; (vii) power of attorney granted by or to Platinum or Platinum's Subsidiaries; (viii) contract not entered into in the ordinary course of business consistent with past practice which is not cancelable without penalty within 30 days; (ix) sales representative agreements to which Platinum or Platinum's Subsidiaries is a party, regardless of amounts involved; (x) any Contract relating to an acquisition (closed or otherwise) by Platinum or Platinum's Subsidiaries of a business or the capital stock of any Person; (xi) Contracts containing covenants of Platinum or Platinum's Subsidiaries not to compete in any line of business or with any Person in any geographical area or covenants of any other Person not to compete with Platinum or Platinum's Subsidiaries in any line of business or in any geographical area; (xii) any Contract that provides for any party to have first refusal, first offer, 'tag-along' or 'drag-along' rights or obligations with respect to any partnership interest, capital stock or other security of Platinum or Platinum's Subsidiaries ; (xiii) any Contract to which Platinum or Platinum's Subsidiaries, on the one hand, and any Related Party of Platinum or Platinum's Subsidiaries, on the other hand, are parties; (xiv) any Contract relating to rights, licenses, permissions or privileges with respect to the use, distribution, performance or other exploitation of Intellectual Property to which Platinum or Platinum's Subsidiaries is a party (a 'License Agreement'). Section 3.9(a) of the Disclosure Letter sets forth a true and correct list of all License Agreements; or (xv) any agreement which by its terms involves the payment after the Closing Date by or to Platinum or Platinum's Subsidiaries of an amount of $100,000 or more which has not been included within clauses (i) through (xiv) above and any agreement which otherwise involves a commitment by Platinum or Platinum's Subsidiaries which is material to the business of Platinum or Platinum's Subsidiaries. (b) Except as set forth in Section 3.9(b) of the Disclosure Letter or for such breaches, defaults, events or failures to be in full force and effect or validly binding and enforceable as have not had and are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, (i) neither Platinum nor, to Platinum's Knowledge, any other party to any Material Contract is in breach of or default under any such Material Contract, (ii) no event has occurred which (after notice or lapse of time or both) would become a breach or default by Platinum under any Material Contract, (iii) to Platinum's Knowledge, each Material Contract is in full force and effect and is valid, binding and enforceable against Platinum and each other party thereto, in accordance with its terms, except that such enforcement may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other Laws (whether statutory, regulatory or decisional), now or hereafter in effect, relating to or affecting the rights of creditors generally or by equitable principles (regardless of whether considered in a proceeding at law or in equity), and (iv) Platinum has received or given any written notification asserting a breach or default under any Contract. PRO Transferors have heretofore furnished NorthTech with the consent of any such parties to the transactions contemplated hereby.

Contracts and Agreements; Defaults. (a) Section 3.9(a3.8(a) of the Disclosure Letter sets forth a list of any true and complete list, as of the following written date of this Agreement, of all Contracts of the types described below to which the Company is a party (each such Contract of the character described below being referred to herein as a “Material Contract”): (i) any such Contract involving payments during any twelve (12) month period to or from the Company of $600,000 or more; (ii) any such Contract relating to Debt, except as otherwise specified belowfor the Intercompany Agreements; (iii) oral contractsany such Contract relating to capitalized lease obligations or the deferred purchase price of property, agreements and other instruments or operating leases, except in each case any such Contract with an aggregate outstanding principal amount (the 'Material Contracts') entered into by Platinum or Platinum's Subsidiaries or by which Platinum or Platinum's Subsidiaries are bound, true and correct copies of each of which (or written summariesor, in the case of oral contractsany operating lease, lease payments during any twelve (12) have been delivered to NorthTech and/or its counsel: (imonth period) collective bargaining or similar labor agreements; (ii) joint venture contract or agreement which has involved or is reasonably expected to involve a sharing of profits or losses in excess of not exceeding $25,000 per annum with any other party; (iii) (x) written contract relating to the employment or engagement of any Person (whether as an employee, consultant or independent contractor) or any bonus, deferred compensation, pension, profit sharing, stock option, employee stock purchase, retirement or other similar Employee Benefit Plan, other than written contracts relating to the engagement of any person as an actor, writer or translator copies of which have been previously provided to NorthTech, and (y) oral contract relating to the employment or engagement of any Person (whether as an employee, consultant or independent contractor) or any bonus, deferred compensation, pension, profit sharing, stock option, employee stock purchase, retirement or other similar Employee Benefit Plan which is not cancelable without penalty within 30 days300,000; (iv) indentureany such Contract containing any provision or covenant prohibiting or limiting the ability of the Company to engage in any business activity (in any market, mortgage, promissory note, loan agreement, guarantee geographic region or other agreement otherwise) or commitment for the borrowing of money, for a line of credit or for a leasing transaction or imposing a Lien on to compete with any assetPerson; (v) leaseany such Contract that creates or obligates the Company to participate in any joint venture, conditional sales limited liability company, partnership agreements, shareholders arrangement or other agreement pursuant to which Platinum or Platinum's Subsidiaries leases, has purchased or sold or holds possession of, but not title to, any real or personal property, whether as lessor, lessee, purchaser, PRO Transferor, bailee, pledgee or the likesimilar arrangement; (vi) management, service, consulting or any other similar arrangement, or any non-competition agreement; (vii) power of attorney granted by or to Platinum or Platinum's Subsidiaries; (viii) contract not entered into in the ordinary course of business consistent with past practice which is not cancelable without penalty within 30 days; (ix) sales representative agreements to which Platinum or Platinum's Subsidiaries is a party, regardless of amounts involved; (x) any Contract relating to an acquisition (closed or otherwise) by Platinum or Platinum's Subsidiaries of a business or the capital stock of any Person; (xi) Contracts containing covenants of Platinum or Platinum's Subsidiaries not to compete in any line of business or with any Person in any geographical area or covenants of any other Person not to compete with Platinum or Platinum's Subsidiaries in any line of business or in any geographical area; (xii) any such Contract that provides for any party to have first refusal, first offer, '“tag-along' ” or '“drag-along' ” rights or obligations with respect to any partnership interest, capital stock or other security of Platinum or Platinum's Subsidiaries ;the Company; and (xiiivii) any Contract to which Platinum or Platinum's Subsidiaries, on the one hand, and any Related Party of Platinum or Platinum's Subsidiaries, on the other hand, are parties; (xiv) any such Contract relating to rights, licenses, permissions the lease of real property or privileges with respect to the use, distribution, performance or other exploitation aircraft which requires payments during any twelve (12) month period of Intellectual Property to which Platinum or Platinum's Subsidiaries is a party (a 'License Agreement'). Section 3.9(a) of the Disclosure Letter sets forth a true and correct list of all License Agreements; or (xv) any agreement which by its terms involves the payment after the Closing Date by or to Platinum or Platinum's Subsidiaries of an amount of more than $100,000 or more which has not been included within clauses (i) through (xiv) above and any agreement which otherwise involves a commitment by Platinum or Platinum's Subsidiaries which is material to the business of Platinum or Platinum's Subsidiaries100,000. (b) On or prior to the date of this Agreement, the Company has made available to Buyer copies of all Material Contracts. (c) Each Material Contract, as of the date of this Agreement, is valid and binding and enforceable on the Company and, to the Knowledge of Seller, the counterparties thereto, and is in full force and effect, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to or affecting creditors’ rights generally and subject to general equitable principles (whether considered in a proceeding in equity or at Law). Except as set forth in Section 3.9(b3.8(c) of the Disclosure Letter or for such breaches, defaults, defaults or events or failures to be in full force and effect or validly binding and enforceable as have not had and are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, (i1) neither Platinum northere is no pending default under, or breach of, any Material Contract by the Company or, to Platinum's Knowledgethe Knowledge of Seller, any other party to any Material Contract is in breach of or default under any such Material Contractcounterparty thereto, (ii) and no event has occurred which (after notice or that, with the lapse of time or the giving of notice or both, would constitute a default thereunder by the Company or, to the Knowledge of Seller, any other counterparty thereto and (2) would become as of the date of this Agreement, the Company has not received any written notice from, or made a written claim against, any party to any such Material Contract with respect to any breach or default by Platinum under thereunder. (d) The Company is not a party to any Material Contractinterest rate swaps, (iii) to Platinum's Knowledgecap or collar agreements, each Material Contract is in full force and effect and is valid, binding and enforceable against Platinum and each other party thereto, in accordance with its terms, except that such enforcement may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer commodity or other Laws (whether statutory, regulatory financial future or decisional), now option contracts or hereafter in effect, relating to similar derivative or affecting the rights of creditors generally or by equitable principles (regardless of whether considered in a proceeding at law or in equity), and (iv) Platinum has received or given any written notification asserting a breach or default under any Contract. PRO Transferors have heretofore furnished NorthTech with the consent of any such parties to the transactions contemplated herebyhedging contracts.

Contracts and Agreements; Defaults. (a) Section 3.9(a) of the Disclosure Letter sets forth a list of any of the following written or (except as otherwise specified below) oral contracts, agreements and other instruments (the '“Material Contracts'”) entered into by Platinum either Company or Platinum's any of the Company Subsidiaries or by which Platinum either Company or Platinum's any of the Company Subsidiaries are bound, true and correct copies of each of which (or written summaries, in the case of oral contracts) have been delivered to NorthTech Buyers, Navarre, and/or its their counsel: (i) collective bargaining or similar labor agreements; (ii) joint venture contract or agreement which has involved or is reasonably expected to involve a sharing of profits or losses in excess of $25,000 per annum with any other party; (iii) (x) written contract relating to the employment or engagement of any Person (whether as an employee, consultant or independent contractor) or any bonus, deferred compensation, pension, profit sharing, stock option, employee stock purchase, retirement or other similar Employee Benefit Plan, other than written contracts relating to the engagement of any person as an actor, writer or translator copies of which have been previously provided to NorthTechNavarre and/or Buyers, and (y) oral contract relating to the employment or engagement of any Person (whether as an employee, consultant or independent contractor) or any bonus, deferred compensation, pension, profit sharing, stock option, employee stock purchase, retirement or other similar Employee Benefit Plan which is not cancelable without penalty within 30 days; (iv) indenture, mortgage, promissory note, loan agreement, guarantee or other agreement or commitment for the borrowing of money, for a line of credit or for a leasing transaction or imposing a Lien on any asset; (v) lease, conditional sales or other agreement pursuant to which Platinum either Company or Platinum's any of the Company Subsidiaries leases, has purchased or sold or holds possession of, but not title to, any real or personal property, whether as lessor, lessee, purchaser, PRO Transferorseller, bailee, pledgee or the like; (vi) management, service, consulting or any other similar arrangement, or any non-competition agreement; (vii) power of attorney granted by or to Platinum either Company or Platinum's Subsidiariesany Company Subsidiary; (viii) contract not entered into in the ordinary course of business consistent with past practice which is not cancelable without penalty within 30 days; (ix) sales representative agreements to which Platinum either Company or Platinum's Subsidiaries any Company Subsidiary is a party, regardless of amounts involved; (x) any Contract relating to an acquisition (closed or otherwise) by Platinum either Company or Platinum's Subsidiaries any Company Subsidiary of a business or the capital stock of any Person; (xi) Contracts containing covenants of Platinum either Company or Platinum's Subsidiaries any Company Subsidiary not to compete in any line of business or with any Person in any geographical area or covenants of any other Person not to compete with Platinum either Company or Platinum's Subsidiaries any Company Subsidiary in any line of business or in any geographical area; (xii) any Contract that provides for any party to have first refusal, first offer, '“tag-along' ” or '“drag-along' ” rights or obligations with respect to any partnership interest, capital stock or other security of Platinum either Company or Platinum's Subsidiaries any Company Subsidiary; (xiii) any Contract to which Platinum either Company or Platinum's Subsidiariesany Company Subsidiary, on the one hand, and any Related Party of Platinum either Company or Platinum's Subsidiariesany Company Subsidiary, on the other hand, are parties; (xiv) any Contract relating to rights, licenses, permissions or privileges with respect to the use, distribution, performance or other exploitation of Intellectual Property to which Platinum either Company or Platinum's Subsidiaries any Company Subsidiary is a party (a '“License Agreement'”). Section 3.9(a) of the Disclosure Letter sets forth a true and correct list of all License Agreements; or (xv) any agreement which by its terms involves the payment after the Closing Date by or to Platinum either Company or Platinum's Subsidiaries any Company Subsidiary of an amount of $100,000 or more which has not been included within clauses (i) through (xiv) above and any agreement which otherwise involves a commitment by Platinum either Company or Platinum's Subsidiaries any Company Subsidiary which is material to the business of Platinum either Company or Platinum's Subsidiariesany Company Subsidiary. (b) Except as disclosed separately to Buyers and Navarre in correspondence dated January 7, 2005, or as set forth in Section 3.9(b) of the Disclosure Letter or for such breaches, defaults, events or failures to be in full force and effect or validly binding and enforceable as have not had and are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, (i) neither Platinum Company nor, to Platinum's Sellers’ Knowledge, any other party to any Material Contract is in breach of or default under any such Material Contract, (ii) no event has occurred which (after notice or lapse of time or both) would become a breach or default by Platinum either Company under any Material Contract, (iii) to Platinum's Sellers’ Knowledge, each Material Contract is in full force and effect and is valid, binding and enforceable against Platinum a Company and each other party thereto, in accordance with its terms, except that such enforcement may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other Laws (whether statutory, regulatory or decisional), now or hereafter in effect, relating to or affecting the rights of creditors generally or by equitable principles (regardless of whether considered in a proceeding at law or in equity), and (iv) Platinum neither Company has received or given any written notification asserting a breach or default under any Contract. PRO Transferors Sellers have heretofore furnished NorthTech Buyers with the consent of any such parties Toei Animation Co., Ltd. to the transactions contemplated hereby.