Common use of Contracts and Agreements Clause in Contracts

Contracts and Agreements. Schedule 4.8(A) hereto, sets forth a ------------------------ --------------- true and complete list of and briefly describes (including termination date) all of the "Contracts" (as such term is defined in Section 3.15 of that certain Stock Purchase Agreement (the "SBC Agreement") among Global Imaging Systems Inc., SBC and the stockholders of SBC) that relate to the Assets or the Business (including all amendments, supplements and modifications thereto), together with the following: (A) 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, member or manager of Seller; (B) all loan or credit agreements, indentures, guarantees (other than endorsements made for collection), mortgages, pledges, conditional sales or other title retention agreements, and all equipment financing obligations, lease and lease-purchase agreements relating to or affecting the Assets or the Business; (C) all leases related to the Assets or the Business, and all other contracts, agreements or legally enforceable commitments relating to or affecting the Assets or the Business; (D) all performance bonds, surety bonds and the like, all contracts and bids covered by such bonds, and all letters of credit and guaranties; and (E) all consent decrees and other judgments, decrees or orders, settlement agreements and agreements relating to competitive activities, requiring or prohibiting and future action. All of such contracts, agreements, leases, licenses, plans, arrangements, and commitments and all other such items included in the Assets, but not specifically described above, (collectively, the "CONTRACTS") 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 Seller, or, to the best knowledge of Seller and the Members, by any other party to the Contracts, or any conditions which, with the passage of time or the giving of notice or both, might constitute such a default by Seller, or, to the best knowledge of Seller and the Members, by any other party to the Contracts, and, except as set forth in Schedule 4.8(B), the Contracts will not be breached by or give any --------------- other party a right of termination as a result of the transactions contemplated by this Agreement. Seller is not aware of any reason why any of the Contracts (i) will result in a material loss to Purchaser on completion by performance or (ii) cannot readily be fulfilled or performed by Purchaser with the Assets on time without undue or unusual expenditure of money or effort. Copies of all the documents (or in the case of oral commitments, descriptions of the material terms thereof) relevant to the Contracts listed in Schedule 4.8(A) hereto, have --------------- been delivered by Seller to Purchaser, and such copies and descriptions are true, complete and accurate and include all amendments, supplements or modifications thereto. All of the Contracts, other than the Seller's operating agreement, as amended, and Seller's loan agreements with SunTrust Bank and the Small Business Administration, are and shall be included in the Assets. To the best knowledge of Seller, no purchaser of services under any Contract will stop or decrease its rate of buying services (on an annualized basis) from Seller prior to the Closing Date, or under any Contract assigned to Purchaser by Seller pursuant to the transactions contemplated by this Agreement, from Purchaser after the Closing Date. Except as set forth on Schedule 4.8(B) --------------- hereto, all of the Contracts may be assigned to Purchaser without the approval or consent of any Person.

Contracts and Agreements. Schedule 4.8(A) hereto4.8, together with Schedule 2.1(p), sets forth a ------------------------ --------------- true and complete list of and briefly describes (including termination date) all of the "Contracts" (as such term is defined in Section 3.15 of that certain Stock Purchase Agreement (the "SBC Agreement") among Global Imaging Systems Inc.following contracts, SBC and the stockholders of SBC) agreements, leases, licenses, plans, arrangements or commitments, written or oral, that relate to the Assets or Assets, the Real Property, the Grand Rapids Property, the Ellsxxxxx Xxxperty and the Business (including all amendments, supplements and modifications thereto), together with the following:): (Aa) all contracts, agreements or commitments in respect of the sale of products or services or the purchase of raw materials, supplies or other products or utilities; (b) all offers, tenders or the like outstanding and capable of being converted into an obligation of Seller by the passage of time or by an acceptance or other act of some other person or entity or both; (c) all sales, agency or distributorship agreements or franchises or legally enforceable commitments or obligations with respect thereto; (d) all collective bargaining agreements, union agreements, employment agreements, consulting agreements or agreements providing for the services of an independent contractor; (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, member director or manager shareholder of Seller; (Bf) all loan or credit agreements, indentures, guarantees (other than endorsements made for collection), mortgages, pledges, conditional sales or other title retention agreements, and all equipment financing obligations, lease and lease-purchase agreements relating to or affecting the Assets or the Business; (Cg) all leases related to the Assets or Assets, the Business, and all other contractsthe Real Property, agreements or legally enforceable commitments relating to or affecting the Assets Ellsxxxxx Xxxperty, or the BusinessGrand Rapids Property; (Dh) all performance bonds, bid bonds, surety bonds and the like, all contracts and bids covered by such bonds, and all letters of credit and guaranties; and; (Ei) all consent decrees and other judgments, decrees or orders, settlement agreements and agreements relating to competitive activities, requiring or prohibiting and any future action; (j) all contracts or agreements of any nature with Seller, or any Affiliate of Seller or Shareholders; and (k) all contracts, commitments and agreements entered into outside the ordinary course of the operation of the Business. All of such contracts, agreements, leases, licenses, plans, arrangements, and commitments and all other such items included in the Assets, Assets but not specifically described above, above (collectively, the "CONTRACTSContracts") 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 Seller, or, to the best knowledge Best Knowledge of Seller and the MembersSeller, by any other party to the Contracts, or any conditions which, with the passage of time or the giving of notice or both, might constitute such a default by Seller, or, to the best knowledge Best Knowledge of Seller and the MembersSeller, by any other party to the Contracts, and, except as set forth in Schedule 4.8(B), and the Contracts will not be breached by or give any --------------- other party a right of termination as a result of the transactions contemplated by this Agreement. Seller is not obligated to pay any liquidated damages under any of the contracts, agreements, indentures, leases or other instruments described in Schedule 4.8 hereto and Seller is not aware of any facts or circumstances that could reasonably be expected to result in an obligation of Seller to pay any such liquidated damages. To the Best Knowledge of Seller there is no reason why any of the Contracts (i) will result in a material loss to Purchaser on completion by performance or (ii) cannot readily be fulfilled or performed by Purchaser with the Assets on time without undue or unusual expenditure of money or effort. Copies of all of the documents (or in the case of oral commitments, descriptions of the material terms thereof) relevant to the Contracts listed in Schedule 4.8(A) hereto, 4.8 have --------------- been delivered by Seller to Purchaser, and such copies and and/or descriptions are true, complete and accurate and include all amendments, supplements or modifications thereto. All After reviewing the Contracts described on Schedule 4.8, the Purchaser may, at its sole option, choose to assume one or more of the such Contracts, other than the Seller's operating agreementand, as amendedwithin twenty (20) days of receipt by Purchaser of all information reasonably requested by Purchaser with respect to such Contracts, and Seller's loan agreements with SunTrust Bank and the Small Business AdministrationPurchaser shall notify Seller of which Contracts, are and shall be included in the Assets. To the best knowledge of Sellerif any, no purchaser of services under any Contract will stop or decrease its rate of buying services (on an annualized basis) from Seller prior Purchaser intends to the Closing Date, or under any Contract assigned to Purchaser by Seller pursuant to the transactions contemplated by this Agreement, from Purchaser after the Closing Dateassume hereunder. Except as set forth on Schedule 4.8(Bfor Contracts, if any, that Purchaser notifies Seller (in writing) --------------- heretothat it will assume, all of the Contracts may described on Schedule 4.8 (but not including any other Contracts, including the Contracts on Schedule 2.1(p)) shall remain the sole obligation of Seller and shall not be assigned to assumed by Purchaser, and Purchaser without the approval shall have no obligation or consent of any Personliability with respect thereto.

Contracts and Agreements. Part 4.8 of the Disclosure Schedule 4.8(A) hereto, sets forth a ------------------------ --------------- true and complete list of and briefly describes (including termination date) all of the "Contracts" (as such term is defined in Section 3.15 of that certain Stock Purchase Agreement (the "SBC Agreement") among Global Imaging Systems Inc.following contracts, SBC and the stockholders of SBC) agreements, leases, licenses, plans, arrangements or commitments, written or oral, that relate to the Assets or the Business (including all amendments, supplements and modifications thereto), together with the following:): (Aa) all contracts, agreements or commitments in respect of the sale of products or services or the purchase of raw materials, supplies or other products or utilities; (b) all offers, tenders or the like outstanding and capable of being converted into an obligation of Seller by the passage of time or by an acceptance or other act of some other person or entity or both; (c) all sales, agency or distributorship agreements or franchises or legally enforceable commitments or obligations with respect thereto; (d) all collective bargaining agreements, union agreements, employment agreements, consulting agreements or agreements providing for the services of an independent contractor; (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, member director or manager shareholder of Seller; (Bf) all loan or credit agreements, indentures, guarantees (other than endorsements made for collection), mortgages, pledges, conditional sales or other title retention agreements, and all equipment financing obligations, lease and lease-purchase agreements relating to or affecting the Assets or the Business; (Cg) all leases related to the Assets or the Business, and all other contracts, agreements or legally enforceable commitments relating to or affecting the Assets or the Business; (Dh) all performance bonds, bid bonds, surety bonds and the like, all contracts and bids covered by such bonds, and all letters of credit and guaranties; and; (Ei) all consent decrees and other judgments, decrees or orders, settlement agreements and agreements relating to competitive activities, requiring or prohibiting and any future action; (j) all accounts, notes and other receivables, and all security therefor, and all documents and agreements related thereto; (k) all contracts or agreements of any nature with any shareholder of Seller or any Affiliate of any shareholder of Seller; and (l) all contracts, commitments and agreements entered into outside the ordinary course of the operation of the Business. All of such contracts, agreements, leases, licenses, plans, arrangements, and commitments and all other such items included in the Assets, Assets but not specifically described above, above (collectively, the "CONTRACTSContracts") 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 Seller, or, to the best knowledge Best Knowledge of Seller and the MembersShareholder, by any other party to the Contracts, or any conditions which, with the passage of time or the giving of notice or both, might constitute such a default by Seller, or, to the best knowledge Best Knowledge of Seller and the MembersShareholder, by any other party to the Contracts, and, except as set forth in Schedule 4.8(B), and the Contracts will not be breached by or give any --------------- other party a right of termination as a result of the transactions contemplated by this Agreement. To the Best Knowledge of Seller and Shareholder there is not aware of any no reason why any of the Contracts (i) will result in a material loss to Purchaser on completion by performance or (ii) cannot readily be fulfilled or performed by Purchaser with the Assets on time without undue or unusual expenditure of money or effort. Copies of all of the documents (or in the case of oral commitments, descriptions of the material terms thereof) relevant to the Contracts listed in Part 4.8 of the Disclosure Schedule 4.8(A) hereto, have --------------- been delivered by Seller to Purchaser, and such copies and and/or descriptions are true, complete and accurate and include all amendments, supplements or modifications thereto. All After reviewing the Contracts, Purchaser may, at its sole option, choose not to assume one or more of the Contracts, other than and, within 30 days of receipt by Purchaser of all information reasonably requested by Purchaser with respect to the Seller's operating agreementContracts, as amendedPurchaser shall notify Seller of which Contracts, and Seller's loan agreements with SunTrust Bank and if any, Purchaser does not intend to assume hereunder. Except for Contracts, if any, that Purchaser notifies Seller that it will not assume, all of the Small Business Administration, Contracts are and shall be included in the Assets. To the best knowledge of Seller, no purchaser of services under any Contract will stop or decrease its rate of buying services (on an annualized basis) from Seller prior to the Closing Date, or under any Contract assigned to Purchaser by Seller pursuant to the transactions contemplated by this Agreement, from Purchaser after the Closing Date. Except as set forth on Schedule 4.8(B) --------------- hereto, all All of the material Contracts may be assigned to Purchaser without the approval or consent of any Person, or, if such approval or consent is required, it will be obtained by Seller and delivered to Purchaser at or prior to the Closing.

Contracts and Agreements. Schedule 4.8(A) 4.8 hereto, sets forth a ------------------------ --------------- true and complete list of and briefly describes (including termination date) all of the "Contracts" (as such term is defined in Section 3.15 of that certain Stock Purchase Agreement (the "SBC Agreement") among Global Imaging Systems Inc.following contracts, SBC and the stockholders of SBC) agreements, leases, licenses, plans, arrangements or commitments, written or oral, that relate to the Assets or the Business (including all amendments, supplements and modifications thereto), together with the following:): (Aa) all contracts, agreements, or commitments in respect of the sale of services; (b) all offers, tenders or the like outstanding and capable of being converted into an obligation of Seller by the passage of time or by an acceptance or other act of some other person or entity or both; (c) all sales or agency agreements or franchises or legally enforceable commitments or obligations with respect thereto; (d) all collective bargaining agreements, union agreements, employment agreements, consulting agreements or agreements providing for the services of an independent contractor; (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, member officer or manager shareholder of Seller; (Bf) all loan or credit agreements, indentures, guarantees (other than endorsements made for collection), mortgages, pledges, conditional sales or other title retention agreements, and all equipment financing obligations, lease and lease-purchase agreements relating to or affecting the Assets or the Business; (Cg) all leases related to the Assets or the Business, and all other contracts, agreements or legally enforceable commitments relating to or affecting the Assets or the Business; (Dh) all performance bonds, surety bonds and the like, all contracts and bids covered by such bonds, and all letters of credit and guaranties; and; (Ei) all consent decrees and other judgments, decrees or orders, settlement agreements and agreements relating to competitive activities, requiring or prohibiting and any future action; (j) all accounts, notes and other receivables, and all security therefor, and all documents and agreements related thereto; (k) all contracts or agreements of any nature with any 5% or greater stockholder of Seller, or any Associate (as defined in Section 4.5 above) of such stockholders; and (l) all contracts, commitments and agreements entered into outside the ordinary course of the operation of the Business. All of such contracts, agreements, leases, licenses, plans, arrangements, and commitments and all other such items included in the Assets, but not specifically described above, (collectively, the "CONTRACTS") 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 Seller, or, to the best knowledge Best Knowledge of Seller and the MembersSeller, by any other party to the Contracts, or any conditions which, with the passage of time or the giving of notice or both, might will constitute such a default by Seller, or, to the best knowledge Best Knowledge of Seller and the MembersSeller, by any other party to the Contracts, and, except as set forth in Schedule 4.8(B), and the Contracts will not be breached by or give any --------------- other party a right of termination as a result of the transactions contemplated by this Agreement. Seller is not aware of any reason why any of the Contracts (i) will result in a material loss to Purchaser on completion by performance or (ii) cannot readily be fulfilled or performed by Purchaser with the Assets Asset on time without undue or unusual expenditure of money or effort. Copies of all of the documents (or in the case of oral commitments, descriptions of the material terms thereof) relevant to the Contracts listed in Schedule 4.8(A) hereto, have --------------- been delivered by Seller to Purchaser, and such copies and descriptions are true, complete and accurate and include all amendments, supplements or modifications thereto. All of the Contracts, other than the Seller's operating agreement, as amended, and Seller's loan agreements with SunTrust Bank and the Small Business Administration, are and shall be included in the Assets. To the best knowledge of Seller, no purchaser of services under any Contract will stop or decrease its rate of buying services (on an annualized basis) from Seller prior to the Closing Date, or under any Contract assigned to Purchaser by Seller pursuant to the transactions contemplated by this Agreement, from Purchaser after the Closing Date. Except as set forth on Schedule 4.8(B) --------------- hereto, all of the Contracts may be assigned to Purchaser without the approval or consent of any Person.,

Contracts and Agreements. Schedule 4.8(A) hereto, 4.8 sets forth a ------------------------ --------------- true and complete list of and briefly describes (including termination date) all of the "Contracts" (as such term is defined in Section 3.15 of that certain Stock Purchase Agreement (the "SBC Agreement") among Global Imaging Systems Inc.following contracts, SBC and the stockholders of SBC) agreements, leases, licenses, plans, arrangements or commitments, written or oral, that relate to the Assets or the Business (including all amendments, supplements and modifications thereto), together with the following:): (Aa) all contracts, agreements or commitments in respect of the sale of products or services or the purchase of raw materials, supplies or other products or utilities; (b) all offers, tenders or the like outstanding and capable of being converted into an obligation of Seller by the passage of time or by an acceptance or other act of some other person or entity or both; (c) all sales, agency or distributorship agreements or franchises or legally enforceable commitments or obligations with respect thereto; (d) all collective bargaining agreements, union agreements, employment agreements, consulting agreements or agreements providing for the services of an independent contractor; (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, member director or manager shareholder of Seller; (Bf) all loan or credit agreements, indentures, guarantees (other than endorsements made for collection), mortgages, pledges, conditional sales or other title retention agreements, and all equipment financing obligations, lease and lease-purchase agreements relating to or affecting the Assets or the Business; (Cg) all leases related to the Assets or the Business, and all other contracts, agreements or legally enforceable commitments relating to or affecting the Assets or the Business; (Dh) all performance bonds, bid bonds, surety bonds and the like, all contracts and bids covered by such bonds, and all letters of credit and guaranties; and; (Ei) all consent decrees and other judgments, decrees or orders, settlement agreements and agreements relating to competitive activities, requiring or prohibiting and any future action; (j) all accounts, notes and other receivables, and all security therefor, and all documents and agreements related thereto; (k) all contracts or agreements of any nature with Seller, or any Affiliate of Seller or Shareholder; and (l) all contracts, commitments and agreements entered into outside the ordinary course of the operation of the Business. All of such contracts, agreements, leases, licenses, plans, arrangements, and commitments and all other such items included in the Assets, Assets but not specifically described above, above (collectively, the "CONTRACTSContracts") are valid, binding and in full force and effect in accordance with their terms and conditions and there is no known existing default thereunder or breach thereof by Seller, or, to the best knowledge Best Knowledge of Seller and the MembersSeller, by any other party to the Contracts, or any conditions which, with the passage of time or the giving of notice or both, might constitute such a default by Seller, or, to the best knowledge Best Knowledge of Seller and the MembersSeller, by any other party to the Contracts, and, except as set forth in Schedule 4.8(B), and the Contracts will not be breached by or give any --------------- other party a right of termination as a result of the transactions contemplated by this Agreement. Seller is not obligated to pay any liquidated damages under any of the contracts, agreements, indentures, leases or other instruments described in Schedule 4.8(a) hereto and Seller is not aware of any facts or circumstances that could reasonably be expected to result in an obligation of Seller to pay any such liquidated damages. To the Best Knowledge of Seller there is no reason why any of the Contracts (i) will result in a material loss to Purchaser on completion by performance or (ii) cannot readily be fulfilled or performed by Purchaser with the Assets on time without undue or unusual expenditure of money or effort. Copies of all of the documents (or in the case of oral commitments, descriptions of the material terms thereof) relevant to the Contracts listed in Schedule 4.8(A) hereto, 4.8 have --------------- been delivered by Seller to Purchaser, and such copies and and/or descriptions are true, complete and accurate and include all amendments, supplements or modifications thereto. All After reviewing the Contracts, Purchaser may, at its sole option, choose not to assume one or more of the Contracts, other than and, within 30 days of receipt by Purchaser of all information reasonably requested by Purchaser with respect to the Seller's operating agreementContracts, as amendedPurchaser shall notify Seller of which Contracts, and Seller's loan agreements with SunTrust Bank and if any, Purchaser does not intend to assume hereunder. Except for Contracts, if any, that Purchaser notifies Seller that it will not assume, all of the Small Business Administration, Contracts are and shall be included in the Assets. To the best knowledge of Seller, no purchaser of services under any Contract will stop or decrease its rate of buying services (on an annualized basis) from Seller prior to the Closing Date, or under any Contract assigned to Purchaser by Seller pursuant to the transactions contemplated by this Agreement, from Purchaser after the Closing Date. Except as set forth on Schedule 4.8(B) --------------- hereto, all All of the Contracts may be assigned to Purchaser without the approval or consent of any Person, or, if such approval or consent is required, it will be obtained by Seller and delivered to Purchaser at or prior to the Closing.

Contracts and Agreements. Part 4.8 of the Disclosure Schedule 4.8(A) hereto, sets forth a ------------------------ --------------- true and complete list of and briefly describes (including termination datedate and which Seller is the contracting party) all of the "Contracts" (as such term is defined in Section 3.15 of that certain Stock Purchase Agreement (the "SBC Agreement") among Global Imaging Systems Inc.following contracts, SBC and the stockholders of SBC) agreements, leases, licenses, plans, arrangements or commitments, written or oral, that relate to the Assets or the Business (including all amendments, supplements and modifications thereto), together with the following:): (Aa) all contracts, agreements or commitments in respect of the sale of products or services or the purchase of raw materials, supplies or other products or utilities; (b) all offers, tenders or the like outstanding and capable of being converted into an obligation of either Seller by the passage of time or by an acceptance or other act of some other person or entity or both; (c) all sales, agency or distributorship agreements or franchises or legally enforceable commitments or obligations with respect thereto; (d) all collective bargaining agreements, union agreements, employment agreements, consulting agreements or agreements providing for the services of an independent contractor; (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, member director or manager shareholder of either Seller; (Bf) all loan or credit agreements, indentures, guarantees (other than endorsements made for collection), mortgages, pledges, conditional sales or other title retention agreements, and all equipment financing obligations, lease and lease-purchase agreements relating to or affecting the Assets or the Business; (Cg) all leases related to the Assets or the Business, and all other contracts, agreements or legally enforceable commitments relating to or affecting the Assets or the Business; (Dh) all performance bonds, bid bonds, surety bonds and the like, all contracts and bids covered by such bonds, and all letters of credit and guaranties; and; (Ei) all consent decrees and other judgments, decrees or orders, settlement agreements and agreements relating to competitive activities, requiring or prohibiting and any future action; (j) all accounts, notes and other receivables, and all security therefor, and all documents and agreements related thereto; (k) all contracts or agreements of any nature with any shareholder of either Seller or any Affiliate of any shareholder of either Seller; and (l) all contracts, commitments and agreements entered into outside the ordinary course of the operation of the Business. All of such contracts, agreements, leases, licenses, plans, arrangements, and commitments and all other such items included in the Assets, Assets but not specifically described above, above (collectively, the "CONTRACTSContracts") 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 either Seller, or, to the best knowledge Best Knowledge of each Seller and the MembersShareholder, by any other party to the Contracts, or any conditions which, with the passage of time or the giving of notice or both, might constitute such a default by either Seller, or, to the best knowledge Best Knowledge of each Seller and the MembersShareholder, by any other party to the Contracts, and, except as set forth in Schedule 4.8(B), and the Contracts will not be breached by or give any --------------- other party a right of termination as a result of the transactions contemplated by this Agreement. To the Best Knowledge of each Seller and Shareholder there is not aware of any no reason why any of the Contracts (i) will result in a material loss to Purchaser on completion by performance or (ii) cannot readily be fulfilled or performed by Purchaser with the Assets on time without undue or unusual expenditure of money or effort. Copies of all of the documents (or in the case of oral commitments, descriptions of the material terms thereof) relevant to the Contracts listed in Part 4.8 of the Disclosure Schedule 4.8(A) hereto, have --------------- been delivered by Seller Sellers to Purchaser, and such copies and and/or descriptions are true, complete and accurate and include all amendments, supplements or modifications thereto. All After reviewing the Contracts, Purchaser may, at its sole option, choose not to assume one or more of the Contracts, other than the Seller's operating agreementand, as amended, and Seller's loan agreements within 30 days of receipt by Purchaser of all information reasonably requested by Purchaser with SunTrust Bank and the Small Business Administration, are and shall be included in the Assets. To the best knowledge of Seller, no purchaser of services under any Contract will stop or decrease its rate of buying services (on an annualized basis) from Seller prior respect to the Closing DateContracts, or under any Contract assigned Purchaser shall notify Sellers of which Contracts, if any, Purchaser does not intend to Purchaser by Seller pursuant to the transactions contemplated by this Agreement, from Purchaser after the Closing Dateassume hereunder. Except as set forth on Schedule 4.8(B) --------------- heretofor Contracts, if any, that Purchaser notifies Sellers that it will not assume, all of the Contracts may be assigned to Purchaser without the approval or consent of any Person.of

Contracts and Agreements. Part 4.8 of the Disclosure Schedule 4.8(A) hereto, sets forth a ------------------------ --------------- true and complete list of and briefly describes (including termination date) all of the "Contracts" (as such term is defined in Section 3.15 of that certain Stock Purchase Agreement (the "SBC Agreement") among Global Imaging Systems Inc.following contracts, SBC and the stockholders of SBC) agreements, leases, licenses, plans, arrangements or commitments, written or oral, that relate to the Assets or the Business (including all amendments, supplements and modifications thereto), together with the following:): (Aa) all contracts, agreements or commitments in respect of the sale of products or services or the purchase of raw materials, supplies or other products or utilities; (b) all offers, tenders or the like outstanding and capable of being converted into an obligation of Seller by the passage of time or by an acceptance or other act of some other person or entity or both; (c) all sales, agency or distributorship agreements or franchises or legally enforceable commitments or obligations with respect thereto; (d) all collective bargaining agreements, union agreements, employment agreements, consulting agreements or agreements providing for the services of an independent contractor; (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, member director or manager shareholder of Seller; (Bf) all loan or credit agreements, indentures, guarantees (other than endorsements made for collection), mortgages, pledges, conditional sales or other title retention agreements, and all equipment financing obligations, lease and lease-purchase agreements relating to or affecting the Assets or the Business; (Cg) all leases related to the Assets or the Business, and all other contracts, agreements or legally enforceable commitments relating to or affecting the Assets or the Business; (Dh) all performance bonds, bid bonds, surety bonds and the like, all contracts and bids covered by such bonds, and all letters of credit and guaranties; and; (Ei) all consent decrees and other judgments, decrees or orders, settlement agreements and agreements relating to competitive activities, requiring or prohibiting and any future action; (j) all accounts, notes and other receivables, and all security therefor, and all documents and agreements related thereto; (k) all contracts or agreements of any nature with Shareholder or any Affiliate of Shareholder; and (l) all contracts, commitments and agreements entered into outside the ordinary course of the operation of the Business. All of such contracts, agreements, leases, licenses, plans, arrangements, and commitments and all other such items included in the Assets, Assets but not specifically described above, above (collectively, the "CONTRACTSContracts") 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 Seller, or, to the best knowledge Best Knowledge of Seller and the MembersShareholder, by any other party to the Contracts, or any conditions which, with the passage of time or the giving of notice or both, might constitute such a default by Seller, or, to the best knowledge Best Knowledge of Seller and the MembersShareholder, by any other party to the Contracts, and, except as set forth in Schedule 4.8(B), and the Contracts will not be breached by or give any --------------- other party a right of termination as a result of the transactions contemplated by this Agreement. To the Best Knowledge of Seller and Shareholder there is not aware of any no reason why any of the Contracts (i) will result in a material loss to Purchaser on completion by performance or (ii) cannot readily be fulfilled or performed by Purchaser with the Assets on time without undue or unusual expenditure of money or effort. Copies of all of the documents (or in the case of oral commitments, descriptions of the material terms thereof) relevant to the Contracts listed in Part 4.8 of the Disclosure Schedule 4.8(A) hereto, have --------------- been delivered by Seller to Purchaser, and such copies and and/or descriptions are true, complete and accurate and include all amendments, supplements or modifications thereto. All After reviewing the Contracts, Purchaser may, at its sole option, choose not to assume one or more of the Contracts, other than and, within 30 days of receipt by Purchaser of all information reasonably requested by Purchaser with respect to the Seller's operating agreementContracts, as amendedPurchaser shall notify Seller of which Contracts, and Seller's loan agreements with SunTrust Bank and if any, Purchaser does not intend to assume hereunder. Except for Contracts, if any, that Purchaser notifies Seller that it will not assume, all of the Small Business Administration, Contracts are and shall be included in the Assets. To the best knowledge of Seller, no purchaser of services under any Contract will stop or decrease its rate of buying services (on an annualized basis) from Seller prior to the Closing Date, or under any Contract assigned to Purchaser by Seller pursuant to the transactions contemplated by this Agreement, from Purchaser after the Closing Date. Except as set forth on Schedule 4.8(B) --------------- hereto, all All of the material Contracts may be assigned to Purchaser without the approval or consent of any Person, or, if such approval or consent is required, it will be obtained by Seller and delivered to Purchaser at or prior to the Closing.

Contracts and Agreements. Schedule 4.8(A) hereto, 3.14 sets forth a ------------------------ --------------- true and complete list of and briefly describes (including termination date) all of the "Contracts" (as such term following contracts, agreements, leases, licenses, arrangements or commitments, written or oral, to which the Company is defined in Section 3.15 a party or by which any of that certain Stock Purchase Agreement (the "SBC Agreement") among Global Imaging Systems Inc., SBC and the stockholders of SBC) that relate to the Assets or the Business its assets are bound (including all amendments, supplements and modifications thereto), together with the following:): (Aa) all profit-sharing, pension, stock option, severance pay, retirement, bonus, deferred compensation, group life and health insurance or other employee benefit planscontracts, agreements, arrangements or commitments in respect of any nature whatsoever, whether the sale or not legally binding, and all agreements with any present provision of products or former officer, member or manager of Sellerservices by the Company; (Bb) all sales, agency or distributorship agreements or franchises or legally enforceable commitments or obligations with respect thereto; (c) all collective bargaining agreements, union agreements, employment agreements or consulting agreements; (d) all loan or credit agreements, indentures, guarantees (other than endorsements made for collection), mortgages, pledges, conditional sales or other title retention agreements, and all equipment financing obligations, lease and lease-purchase agreements relating to or affecting the Assets or the Businessagreements; (Ce) all leases related to the Assets or the Business, and all other contracts, agreements or legally enforceable commitments relating to or affecting the Assets real property or any interest therein (other than covenants, easements, rights-of-way or the Businesslike that are properly recorded in the applicable real property records); (Df) all performance bonds, bid bonds, surety bonds and the like, all contracts and bids covered by such bonds, and all letters of credit and guaranties; and; (Eg) all consent decrees and other judgments, decrees or orders, settlement agreements and agreements relating to competitive activities, requiring or prohibiting and any future action; (h) all contracts or agreements of any nature with any of the Sellers or their Affiliates; (i) all contracts, agreements, leases, licenses, arrangements or commitments entered into outside the ordinary course of the operation of the business of the Company; (j) all other contracts, agreements, leases, licenses, arrangements or commitments that (i) can be reasonably expected to involve receipts or expenditures of or by the Company in excess of $100,000 or (ii) have a remaining term in excess of twelve months; (k) all other contracts, agreements, leases, licenses, arrangements or commitments that are material to the Company or its assets or its business; and (l) all offers, tenders or the like outstanding and capable of being converted into an obligation of the Company described in clauses (a) through (k) above. All of such contracts, agreements, leases, licenses, plans, arrangements, and commitments and all other such items included in held or owned by the Assets, Company but not specifically described above, above (collectively, the "CONTRACTSContracts") 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 Sellerthe Company, or, to the best knowledge Best Knowledge of Seller and the MembersCompany, Lancewood or Onyx, by any other party to the Contracts, or any conditions which, with the passage of time or the giving of notice or both, might constitute such a default by Sellerthe Company, or, to the best knowledge Best Knowledge of Seller the Company, Lancewood and the MembersOnyx, by any other party to the Contracts, and, except . Except as set forth in on Schedule 4.8(B)3.14, the Contracts will not be breached by or give any --------------- other party a right of termination as a result of the transactions contemplated by this AgreementAgreement and no consent or approval by any Person is necessary for any of such Contracts to remain in full force and effect after the Closing. Seller To the Best Knowledge of the Company, Lancewood and Onyx, there is not aware of any no reason why any of the Contracts (i) will result in a material loss to Purchaser the Company on completion by performance or (ii) cannot readily be fulfilled or performed by Purchaser the Company with the Assets assets presently owned, leased or licensed by the Company on time without undue or unusual expenditure of money or effort. Copies of all of the documents (or in the case of oral commitments, descriptions of the material terms thereof) relevant to the Contracts listed in Schedule 4.8(A) hereto, 3.14 have --------------- been delivered by Seller to Purchaserthe Buyer, and such copies and descriptions are true, complete and accurate and include all amendments, supplements or modifications thereto. All The Company has not received any notice of cancellation of any Contract, and to the Best Knowledge of the ContractsCompany, other than the Seller's operating agreement, as amended, Lancewood and Seller's loan agreements with SunTrust Bank and the Small Business Administration, are and shall be included in the Assets. To the best knowledge of SellerOnyx, no purchaser Person has threatened to deliver any notice of services under any Contract will stop or decrease its rate of buying services (on an annualized basis) from Seller prior to the Closing Date, or under any Contract assigned to Purchaser by Seller pursuant to the transactions contemplated by this Agreement, from Purchaser after the Closing Date. Except as set forth on Schedule 4.8(B) --------------- hereto, all of the Contracts may be assigned to Purchaser without the approval or consent cancellation of any PersonContract.

Contracts and Agreements. Schedule 4.8(A) 4.8 hereto, sets forth a ------------------------ --------------- true and complete list of and briefly describes (including termination date) all of the "Contracts" (as such term is defined in Section 3.15 of that certain Stock Purchase Agreement (the "SBC Agreement") among Global Imaging Systems Inc.following contracts, SBC and the stockholders of SBC) agreements, leases, licenses, plans, arrangements or commitments, written or oral, that relate to the Assets or the Business and are currently in force (including all amendments, supplements and modifications thereto), together with the following:): (Aa) all contracts, agreements, or commitments in respect of the sale of services; (b) all offers, tenders or the like outstanding and capable of being converted into an obligation of Seller by the passage of time or by an acceptance or other act of some other person or entity or both; (c) all sales or agency agreements or franchises or legally enforceable commitments or obligations with respect thereto; (d) all collective bargaining agreements, union agreements, employment agreements, consulting agreements or agreements providing for the services of an independent contractor; (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, member officer or manager stockholder of Seller; (Bf) all loan or credit agreements, indentures, guarantees (other than endorsements made for collection), mortgages, pledges, conditional sales or other title retention agreements, and all equipment financing obligations, lease and lease-purchase agreements relating to or affecting the Assets or the Business; (Cg) all leases related to the Assets or the Business, and all other contracts, agreements or legally enforceable commitments relating to or affecting the Assets or the Business; (Dh) all performance bonds, surety bonds and the like, all contracts and bids covered by such bonds, and all letters of credit and guaranties; and; (Ei) all consent decrees and other judgments, decrees or orders, settlement agreements and agreements relating to competitive activities, requiring or prohibiting and any future action; (j) all accounts, notes and other receivables, and all security therefor, and all documents and agreements related thereto; (k) all contracts or agreements of any nature with any 5% or greater stockholder of Seller, or any Associate (as defined in Section 4.5 above) of such stockholders; and (l) all contracts, commitments and agreements entered into outside the ordinary course of the operation of the Business. All of such contracts, agreements, leases, licenses, plans, arrangements, and commitments and all other such items included in the Assets, but not specifically described above, (collectively, the "CONTRACTSContracts") 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 Seller, or, to the best knowledge Best Knowledge of Seller and the MembersSeller, by any other party to the Contracts, or any conditions which, with the passage of time or the giving of notice or both, might will constitute such a default by Seller, or, to the best knowledge Best Knowledge of Seller and the MembersSeller, by any other party to the Contracts, and, except as set forth in Schedule 4.8(B), and the Contracts will not be breached by or give any --------------- other party a right of termination as a result of the transactions contemplated by this Agreement. Seller is not aware of any reason why any of such Contracts which relate to the Contracts sale of goods or services (i) will result in a material loss to Purchaser on completion by performance or (ii) cannot readily be fulfilled or performed by Purchaser with the Assets on time without undue or unusual expenditure of money or effort. Copies of all of the documents (or in the case of oral commitments, descriptions of the material terms thereof) relevant to the Contracts listed in Schedule 4.8(A) 4.8 hereto, have --------------- been delivered by Seller to Purchaser, and such copies and descriptions are true, complete and accurate and include all amendments, supplements or modifications thereto. All To the Best Knowledge of the ContractsSeller, other than under the Seller's operating agreement, as amended, and Seller's loan agreements provisions of any Contract with SunTrust Bank and a stated termination date prior to the Small Business Administration, are and shall be included in the Assets. To the best knowledge of SellerClosing Date, no purchaser of services under any Contract will stop or decrease its rate of buying services (on an annualized basis) from Seller prior to the Closing Date, or under . No one has advised Seller that any Contract assigned to Purchaser by Seller pursuant to the transactions contemplated by this AgreementAgreement will be terminated by any customer prior to, from Purchaser on or after the Closing Dateor that any existing relationship with any customer will expire upon termination of any existing Contract. Except as set forth on Schedule 4.8(B) --------------- 4.8A hereto, all of the Contracts may be assigned to Purchaser without the approval or consent of any Person.

Contracts and Agreements. Schedule 4.8(A) heretoPART 4.7 OF THE DISCLOSURE LETTER sets forth, sets forth as of five business days prior to the date hereof, a ------------------------ --------------- true and complete list of and briefly describes (including termination date) all of the "Contracts" (as such term is defined in Section 3.15 of that certain Stock Purchase Agreement (the "SBC Agreement") among Global Imaging Systems Inc.following contracts, SBC and the stockholders of SBC) agreements, leases, licenses, plans, arrangements or commitments, written or oral, that relate to the Assets or the Business (including all amendments, supplements and modifications thereto), together with the following:): (Aa) all profit-sharingcontracts, pension, stock option, severance pay, retirement, bonus, deferred compensation, group life and health insurance or other employee benefit plans, agreements, arrangements agreements or commitments in respect of any nature whatsoeverthe sale, whether purchase or not legally bindingtransport of natural gas, except those entered into in the Ordinary Course of Business involving payments or receipts by ESI of less than $250,000, and all agreements with any present payments or former officer, member or manager receipts by ES Canada of Sellerless than $200,000; (Bb) all sales, agency or distributorship agreements or franchises or legally enforceable commitments or obligations with respect thereto; (c) all collective bargaining agreements, union agreements, employment agreements, consulting agreements or agreements providing for the services of an independent contractor; (d) all loan or credit agreements, indentures, guarantees (other than endorsements made for collection), mortgages, pledges, conditional sales or other title retention agreements, and all equipment financing obligations, lease and lease-purchase agreements relating to or affecting the Assets or the Business; (Ce) all leases leases, licenses and similar agreements related to the Assets or the Business, and all other contracts, agreements or legally enforceable commitments relating to or affecting the Assets or the Business; (Df) all performance bonds, bid bonds, surety bonds and the like, all contracts and bids covered by such bonds, and all letters of credit and guaranties; and; (Eg) all consent decrees and other judgments, decrees or orders, settlement agreements and agreements relating to competitive activities, requiring or prohibiting and any future action; (h) all contracts or agreements of any nature with Stockholder, or any Affiliate of Stockholder; (i) all contracts, commitments and agreements entered into outside the Ordinary Course of Business; and (j) all other contracts, agreements or legally enforceable commitments relating to or affecting the Assets or the Business involving payments or receipts by ESI in excess of $50,000, or payments or receipts by ES Canada in excess of $25,000. All of such contracts, agreements, leases, licenses, plans, arrangements, and commitments (and all other such items included in the Assets, Assets but not specifically described above, ) (collectively, the "CONTRACTSContracts") are valid, binding and in full force and effect in accordance with their terms and conditions and and, except as set forth in PART 4.7 OF THE DISCLOSURE LETTER, there is no existing material default thereunder or material breach thereof by either Seller, or, to the best knowledge Knowledge of Seller Sellers and the MembersStockholder, by any other party to the Contracts, or any conditions which, with the passage of time or the giving of notice or both, might constitute such a material default by either Seller, or, to the best knowledge Knowledge of Seller Sellers and the MembersStockholder, by any other party to the Contracts; provided that differences of volumes between nominations and actual volumes either purchased or sold within industry norms shall not be considered to be material breaches. Substantially all of the Contracts require the consent of, andor notice to, except as set forth in Schedule 4.8(B)the other contracting party to be able to assign the Contracts to the Purchaser. To the Knowledge of Sellers and Stockholder, the Contracts will not be breached by or give any --------------- other party a right of termination as a result of the transactions contemplated by this Agreement. Seller is not aware of any reason why any of the Contracts (i) will result in a material loss to Purchaser on completion by performance or (ii) cannot readily can be fulfilled or performed by Purchaser with the Assets on time without undue or unusual expenditure of money or effort. Copies of all of the documents (or in the case of oral commitments, descriptions of the material terms thereof) relevant to the Contracts listed in Schedule 4.8(A) hereto, have --------------- been delivered PART 4.7 OF THE DISCLOSURE LETTER are available for inspection and copying by Seller to Purchaserthe Purchaser at the respective offices of ESI and ES Canada, and such copies and descriptions are true, complete and accurate and include all amendments, supplements or modifications thereto. All Sellers have delivered to Purchaser (i) true and correct copies of all standard forms of contracts used for the Contractssale or purchase of natural gas, other (ii) the mark-to-market position report of Sellers as of a date not more than the Seller's operating agreement, as amended, and Seller's loan agreements with SunTrust Bank and the Small Business Administration, are and shall be included in the Assets. To the best knowledge of Seller, no purchaser of services under any Contract will stop or decrease its rate of buying services (on an annualized basis) from Seller txx xusiness days prior to the Closing Datedate hereof, and (iii) the draft Trading Policies & Procedures Manual, dated November 7, 1996, of Sellers (the "Trading Manual"). Such mark-to-market position report accurately sets forth, as of such date, xxx open positions of the financial and physical contracts of Sellers marked to current market prices. The terms of all outstanding offers and tenders by either Seller for the sale, purchase or under any Contract assigned to Purchaser transport of natural gas that, with either the passage of time or the acceptance by Seller pursuant to the transactions contemplated by this Agreementother party, from Purchaser after could be converted into an obligation of Sellers, are within the Closing Date. Except as limitations of the Approval Matrix set forth on Schedule 4.8(B) --------------- hereto, all of the Contracts may be assigned to Purchaser without the approval or consent of any Personin SCHEDULE 6.

Contracts and Agreements. Schedule 4.8(A) 4.8 hereto, sets forth a ------------------------ --------------- true and complete list of and briefly describes (including termination date) all of the "Contracts" (as such term is defined in Section 3.15 of that certain Stock Purchase Agreement (the "SBC Agreement") among Global Imaging Systems Inc.following contracts, SBC and the stockholders of SBC) agreements, leases, licenses, plans, arrangements or commitments, written or oral, that relate to the Assets or the Business (including all amendments, supplements and modifications thereto), together with the following:): (Aa) all contracts, agreements, or commitments in respect of the sale of services; (b) all offers, tenders, bids, proposals or the like outstanding and capable of being converted into an obligation of Seller by the passage of time or by an acceptance or other act of some other person or entity or both; (c) all sales or agency agreements or franchises or legally enforceable commitments or obligations with respect thereto; (d) all collective bargaining agreements, union agreements, employment agreements, consulting agreements or agreements providing for the services of an independent contractor; (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, member or manager of Seller;. (Bf) all loan or credit agreements, indentures, notes, guarantees (other than endorsements made for collection), mortgages, pledges, conditional sales or other title retention agreements, and all equipment financing obligations, lease and lease-purchase agreements relating to or affecting the Assets or the Business; (Cg) all leases related to the Assets or the Business, and all other contracts, agreements or legally enforceable commitments relating to or affecting the Assets or the Business; (Dh) all performance bonds, surety bonds and the like, all contracts and bids covered by such bonds, and all letters of credit and guaranties; and; (Ei) all consent decrees and other judgments, decrees or orders, settlement agreements and agreements relating to disclosure or competitive activities, requiring requiring, limiting or prohibiting and any future action; (j) all accounts, notes and other receivables, and all security therefor, and all documents and agreements related thereto; (k) all contracts or agreements of any nature with any 5% or greater stockholder of Seller, or any Associate (as defined in Section 4.5 above) of such stockholders; (l) any agreement under which Seller has advanced or loaned any amount which remains outstanding, to any of the Business Employees outside the ordinary course of business and which will not be paid off at or prior to the Closing; (m) each agreement requiring capital expenditures by Seller in connection with the Business or the Assets after the date hereof in an amount in excess of $10,000 individually or $50,000 in the aggregate; (n) each written warranty, guaranty or other similar undertaking with respect to contractual performance extended by Seller other than in the ordinary course of business; (o) any agreement creating or governing a partnership, limited liability company, joint venture or any teaming agreement or other contract (however named) which teaming agreement or other contract involves a sharing of profits, losses, costs, or liabilities by Seller with any other Person and involving a liability of Seller in excess of $50,000 per annum; and (p) all contracts, commitments and agreements entered into outside the ordinary course of the operation of the Business. All Except as set forth in Schedule 4.8, all of such contracts, agreements, leases, licenses, plans, arrangements, and commitments and all other such items included in the Assets, Assets but not specifically described above, above (collectively, the "CONTRACTSContracts") ), are held directly in the name of Seller or the Business, 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 Seller, or, to the best knowledge Best Knowledge of Seller and the MembersShareholder, by any other party to the Contracts, or any conditions which, with the passage of time or the giving of notice or both, might will constitute such a default by Seller, or, to the best knowledge Best Knowledge of Seller and the MembersSeller, by any other party to the Contracts, and, except as set forth in Schedule 4.8(B), and the Contracts will not be breached by or give any --------------- other party a right of termination as a result of the transactions contemplated by this Agreement. Seller is not aware of any reason why any of the Contracts (i) will result in a material loss to Purchaser on completion by performance or (ii) cannot readily be fulfilled or performed by Purchaser with the Assets on time without undue or unusual expenditure of money or effort. Copies of all of the documents (or in the case of oral commitments, descriptions of the material terms thereof) relevant to the Contracts listed in Schedule 4.8(A) hereto, 4.8 hereto have --------------- been delivered by Seller to Purchaser, and such copies and descriptions are true, complete and accurate and include all amendments, ; supplements or modifications thereto. All of the Contracts, other than the Seller's operating agreement, as amended, and Seller's loan agreements with SunTrust Bank and the Small Business Administration, are and shall be included in the Assets. To the best knowledge Best Knowledge of SellerSeller and Shareholder, no purchaser of services under any Contract will stop or decrease its rate of buying services (on an annualized basis) from Seller prior to or after the Closing Date, . No one has advised Seller or under Shareholder that any Contract assigned to Purchaser by Seller pursuant to the transactions contemplated by this AgreementAgreement will be terminated by any customer prior to, from Purchaser on or after the Closing Dateor that any existing relationship with any customer will expire upon termination of any existing Contract. Except as set forth on Schedule 4.8(B4.8(A) --------------- hereto, all of the Contracts may be assigned to Purchaser without the approval or consent of any Person. Schedule 4.8(A) is true and correct in all material respects to the Best Knowledge of Seller and Shareholder. Seller hereby represents and warrants that all the consents required for the assignment or novation of the Contracts specified in Section 6.2 below, including without limitation all consents necessary for the assignment or novation of the Contracts listed on Schedule 4.8 hereto, will be obtained no later than the date on which Seller delivers the Seller Determination in accordance with Section 3.2(c) hereof.

Contracts and Agreements. Schedule 4.8(A) hereto, 4.8 sets forth a ------------------------ --------------- true and complete list of and briefly describes (including termination date) all of the "Contracts" (as such term is defined following contracts, agreements, leases, or commitments, written or oral, of the Seller that are currently in Section 3.15 of that certain Stock Purchase Agreement (the "SBC Agreement") among Global Imaging Systems Inc.effect, SBC and the stockholders of SBC) that legally binding, relate to the Assets or the Business Business, and in any individual case involve an obligation on the part of the Seller, or a benefit to be received by the Seller, with a cost or value of $25,000 or more in any 12 month period (including all amendments, supplements and modifications thereto); provided, together with however, that Schedule 4.8 may be supplemented until 20 days after the followingdate of this Agreement: (Aa) all profit-contracts, agreements or commitments in respect of the sale of products or services or the purchase of raw materials, supplies or other products or utilities (but not including immaterial agreements related to the purchase of gas, electricity, water, telephone service and internet service made in the ordinary course of business); (b) all offers outstanding and capable of being converted into an obligation of Seller by the passage of time or by an acceptance or other act of some other person or entity or both; (c) all sales, agency or distributorship agreements or franchises or legally enforceable commitments or obligations with respect thereto; (d) all consulting agreements or agreements providing for the services of an independent contractor; (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, member director or manager shareholder of Seller; (Bf) all loan or credit agreements, indentures, guarantees (other than endorsements made for collection), mortgages, pledges, conditional sales or other title retention agreements, and all equipment financing obligations, lease and lease-purchase agreements relating to or affecting the Assets or the Business; (Cg) all leases related to the Assets or the Business, and all other contracts, agreements or legally enforceable commitments relating to or affecting the Assets or the Business; (Dh) all performance bonds, surety bid bonds and the like, all contracts and bids covered by such bonds, and all letters of credit and guaranties; andcredit; (Ei) all consent decrees and other judgments, decrees or orders, settlement agreements and or agreements relating to competitive activities, requiring which require or prohibiting and prohibit any future action; (j) all accounts, notes and other receivables, and all security therefor, and all documents and agreements related thereto; (k) all contracts or agreements of any nature with any shareholder of Seller or any Affiliate of any shareholder of Seller; and (l) all contracts, commitments and agreements entered into outside the ordinary course of the operation of the Business. All Except as set forth on Schedule 4.8 (as supplemented): (i) all of such contracts, agreements, leases, licenses, plans, arrangements, and commitments and all other such items included in the Assets, but not specifically described above, (collectively, the "CONTRACTSContracts") are valid, binding and in full force and effect in accordance with their terms and conditions and there is are no existing default material defaults thereunder or breach thereof by Seller, or, nor to the best knowledge Best Knowledge of each of Seller and the Members, Shareholders by any other party to the Contracts, or nor to the Best Knowledge of each of Seller and the Shareholders any conditions which, with the passage of time or the giving of notice or both, might constitute such a default by Seller, or, nor to the best knowledge Best Knowledge of each of Seller and the Members, Shareholders by any other party to the Contracts, and, except as set forth in Schedule 4.8(B), and (ii) the Contracts will not be breached by or give any --------------- other party a right of termination as a result of the transactions contemplated by this Agreement. Except as set forth on Schedule 4.8 (as supplemented), to the Best Knowledge of each of Seller and the Shareholders there is not aware of any no reason why any of the Contracts (i) will result in a material loss to Purchaser on completion by performance or (ii) cannot readily be fulfilled or performed by Purchaser with the Assets on time without undue Assets, or unusual expenditure items hereafter acquired in the ordinary course of money or effortbusiness consistent with past practice. Copies of all of the documents (or in the case of oral commitments, descriptions of the material terms thereof) relevant to the Contracts listed in on Schedule 4.8(A4.8 (as supplemented) hereto, have --------------- been or will be delivered within 20 days of the date of this Agreement by Seller to Purchaser, and such copies and descriptions are true, complete and accurate and include all amendments, supplements or modifications thereto. All of the Contracts, other than the Seller's operating agreementand all contracts, leases, agreements and commitments not required to be set forth on Schedule 4.8 (as amended, and Seller's loan agreements with SunTrust Bank and the Small Business Administration, supplemented) are and shall be included in the Assets. To the best knowledge of Seller, no purchaser of services under any Contract will stop or decrease its rate of buying services (on an annualized basis) from Seller prior to the Closing Date, or under any Contract assigned to Purchaser by Seller pursuant to the transactions contemplated by this Agreement, from Purchaser after the Closing Date. Except as set forth on Schedule 4.8(B) --------------- hereto4.8 (as supplemented), all of the Contracts may be assigned to Purchaser without the approval or consent of any Person. Schedule 4.8 sets forth a list of all of Seller's material fair market value leases and other Contracts that include provisions obligating Seller to buyback any vehicle or provide residual value support. In addition, Seller has provided Purchaser with a schedule prepared by PACCAR Financial, attached as part of Schedule 4.8, disclosing PACCAR Financial's disclosure of the amount of Seller's outstanding recourse liability to PACCAR Financial under Seller's existing customer finance contracts as of June 30, 2004. Except for the liability described in the preceding two sentences and except for amounts for which Seller may have recourse liability to CitiCapital under similar agreements, to the Best Knowledge of Seller, Seller is not subject to any recourse liability under Seller's existing customer finance contracts.