Common use of Contracts and Agreements Clause in Contracts

Contracts and Agreements. Attached hereto as Schedule 3.15 is a ------------------------ ------------- list and brief description of all written or oral contracts, commitments, leases, and other agreements (including, without limitation, promissory notes, loan agreements, and other evidences of indebtedness, guarantees, agreements with distributors, suppliers, dealers, franchisors and customers, and service agreements) to which the Company is a party or by which the Company or its properties are bound which either (i) require performance by either party exceeding one year; (ii) are contracts (other than vendor contracts) pursuant to which the Company shall pay or receive more than $10,000 over the life of such contract, or (iii) are vendor contracts pursuant to which the Company's sales of products obtained pursuant to such contract exceeds $100,000 (collectively, the "CONTRACTS"). The Company is not and, to the best knowledge of Sellers and the Company, no other party thereto is in default (and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a default) under any of the Contracts, and the Company has not waived any right under any of the Contracts. Except as set forth on Schedule 3.15, all of the ------------- Contracts to which the Company is a party are legal, valid, binding and enforceable against the Company and, to the best of the Company's and Sellers' knowledge, against each other party thereto, and in full force and effect and will remain legal, valid, binding and enforceable against the Company and, to the best of the Company's and Sellers' knowledge, against each other party thereto, and in full force and effect on identical terms immediately after the Closing. Except as set forth in Schedule 3.15, the Company has not guaranteed ------------- any obligations of any other Person.

Contracts and Agreements. Attached hereto as Schedule 3.15 is a ------------------------ ------------- list and brief description of all written or oral contracts, commitments, leases, and other agreements (including, without limitation, promissory notes, loan agreements, and other evidences of indebtedness, guarantees, agreements with distributors, suppliers, dealers, franchisors and customers, and service agreements) to which the Company is Companies are a party or by which the Company Companies or its properties are bound which either (i) require performance by either party exceeding one year; (ii) are contracts (other than vendor contracts) pursuant to which the Company shall pay or receive more than $10,000 over the life obligations thereunder of such contracteither party thereto are, or (iii) are vendor contracts pursuant to which the Company's sales of products obtained pursuant to such contract exceeds contemplated as being, $100,000 25,000 or greater (collectively, the "CONTRACTS"). The Company is Companies are not and, to the best knowledge of Sellers and the CompanyCompanies, no other party thereto is in default (and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a default) under any of the Contracts, and the Company has Companies have not waived any right under any of the Contracts. Except as set forth on Schedule 3.15, all All of the ------------- Contracts to which the Company is Companies are a party are legal, valid, binding and binding, enforceable against the Company and, to the best of the Company's and Sellers' knowledge, against each other party thereto, and in full force and effect and will remain legal, valid, binding and binding, enforceable against the Company and, to the best of the Company's and Sellers' knowledge, against each other party thereto, and in full force and effect on identical terms immediately after the Closing. Except as set forth in Schedule 3.15, the Company has ------------- Companies have not guaranteed ------------- any obligations of any other Person.

Contracts and Agreements. Attached hereto as Schedule 3.15 is a ------------------------ ----------------------- ------------- list and brief description of all written or oral contracts, commitments, leases, and other agreements (including, without limitation, promissory notes, loan agreements, and other evidences of indebtedness, guarantees, agreements with distributors, suppliers, dealers, franchisors and customers, and service agreements) to which the Company is a party or by which the Company or its properties are bound which either (i) require performance by either party exceeding one year; (ii) are contracts (other than vendor contracts) pursuant to which the Company shall pay or receive more than $10,000 over the life of such contract, or (iii) are vendor contracts pursuant to which the CompanySBC's sales of products obtained pursuant to such contract exceeds $100,000 (collectively, the "CONTRACTSContracts"). The Company is not and, to the best knowledge of Sellers and the Company, no other party thereto is in default (and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a default) under any of the Contracts, and the Company has not waived any right under any of the Contracts. Except as set forth on Schedule 3.15, all of the ------------- Contracts to ------------- which the Company is a party are legal, valid, binding and enforceable against the Company and, to the best of the Company's and Sellers' knowledge, against each other party thereto, and in full force and effect and will remain legal, valid, binding and enforceable against the Company and, to the best of the Company's and Sellers' knowledge, against each other party thereto, and in full force and effect on identical terms immediately after the Closing. Except as set forth in Schedule 3.15, the Company has not guaranteed ------------- any obligations of any ------------- other Person.

Contracts and Agreements. Attached hereto as Schedule 3.15 is a ------------------------ ------------- a list and brief description of all written or oral contracts, commitments, leases, and other agreements (including, without limitation, promissory notes, loan agreements, and other evidences of indebtedness, guarantees, agreements with distributors, suppliers, dealers, franchisors and customers, and service agreements) to which the Company is a party or by which the Company or its properties are bound which either (i) require performance by either party exceeding one year; (ii) are contracts (other than vendor contracts) pursuant to which the Company shall pay or receive more than $10,000 over the life obligations thereunder of such contracteither party thereto are, or (iii) are vendor contracts pursuant to which the Company's sales of products obtained pursuant to such contemplated as being, for any one contract exceeds $100,000 25,000 or greater (collectively, the "CONTRACTS"). The Company is not and, to the best knowledge of Sellers Seller and the Company, no other party thereto is in default (and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a defaultdefault by the Company) under any of the Contracts, and the Company has not waived any right under any of the Contracts. Except as set forth on Schedule 3.15, all All of the ------------- Contracts to which the Company is a party are legal, valid, binding and binding, enforceable against the Company and, to the best of the Company's and Sellers' knowledge, against each other party thereto, and in full force and effect and will remain legal, valid, binding and binding, enforceable against the Company and, to the best of the Company's and Sellers' knowledge, against each other party thereto, and in full force and effect on identical terms immediately after the Closing, except to the extent that enforceability may be limited by laws affecting creditors' rights and debtors' obligations generally, and legal limitations relating to remedies of specific performance and injunctive and other forms of equitable relief. Except as set forth in Schedule 3.15, the Company has not guaranteed ------------- any obligations of any ------------- other Person. To the best of Seller's and the Company's Knowledge, no manufacturer of office equipment sold by the Company will cease doing business with the Company immediately following the Closing.

Contracts and Agreements. Attached hereto as Schedule 3.15 is a ------------------------ ------------- a list and brief description of all written or oral contracts, commitments, leases, and other agreements (including, without limitation, promissory notes, loan agreements, and other evidences of indebtedness, guarantees, agreements with distributors, suppliers, dealers, franchisors and customers, and service agreements) to which the Company is a party or by which the Company or its properties are bound which either (i) require performance by either party exceeding one year; (ii) are contracts (other than vendor contracts) pursuant to which the Company shall pay or receive more than $10,000 over the life obligations thereunder of such contracteither party thereto are, or (iii) are vendor contracts pursuant to which the Company's sales of products obtained pursuant to such contemplated as being, for any one contract exceeds $100,000 25,000 or greater (collectively, the "CONTRACTS"). The Company is not and, to the best knowledge of Sellers Seller and the Company, no other party thereto is in default (and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a defaultdefault by the Company) under any of the Contracts, and the Company has not waived any right under any of the Contracts. Except as set forth on Schedule 3.15, all All of the ------------- Contracts to which the Company is a party are legal, valid, binding and binding, enforceable against the Company and, to the best of the Company's and Sellers' knowledge, against each other party thereto, and in full force and effect and will remain legal, valid, binding and binding, enforceable against the Company and, to the best of the Company's and Sellers' knowledge, against each other party thereto, and in full force and effect on identical terms immediately after the Closing, except to the extent that enforceability may be limited by laws affecting creditors' rights and debtors' obligations generally, and legal limitations relating to remedies of specific performance and injunctive and other forms of equitable relief. Except as set forth in Schedule -------- 3.15, the Company has not guaranteed ------------- any obligations of any other Person. To the ---- best of Seller's and the Company's Knowledge, no manufacturer of office equipment sold by the Company will cease doing business with the Company immediately following the Closing.

Contracts and Agreements. Attached hereto as Schedule 3.15 is a ------------------------ ------------- list and brief description of all written or oral contracts, commitments, leases, and other agreements (including, without limitation, promissory notes, loan agreements, and other evidences of indebtedness, guarantees, agreements with distributors, suppliers, dealers, franchisors and customers, and service agreements) to which the Company is a party or by which the Company or its properties are bound which either (i) require performance by either party exceeding one year; (ii) are contracts (other than vendor contracts) pursuant to which the Company shall pay or receive more than $10,000 over the life obligations thereunder of such contracteither party thereto are, or (iii) are vendor contracts pursuant to which the Company's sales of products obtained pursuant to such contemplated as being, for any one contract exceeds $100,000 25,000 or greater (collectively, the "CONTRACTS"). The Company is not and, to the best knowledge of Sellers Seller and the Company, no other party thereto is in default (and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a defaultdefault by the Company) under any of the Contracts, and the Company has not waived any right under any of the Contracts. Except as set forth on Schedule 3.15, all All of the ------------- Contracts to which the Company is a party are legal, valid, binding and binding, enforceable against the Company and, to the best of the Company's and Sellers' knowledge, against each other party thereto, and in full force and effect and will remain legal, valid, binding and binding, enforceable against the Company and, to the best of the Company's and Sellers' knowledge, against each other party thereto, and in full force and effect on identical terms immediately after the Closing, except to the extent that enforceability may be limited by laws affecting creditors' rights and debtors' obligations generally, and legal limitations relating to remedies of specific performance and injunctive and other forms of equitable relief. Except as set forth in Schedule 3.15, the Company has not guaranteed ------------- any obligations of any other Person. To the best of Seller's and the Company's Knowledge, no manufacturer of office equipment sold by the Company will cease doing business with the Company immediately following the Closing.

Contracts and Agreements. Attached hereto as Schedule 3.15 is a ---- ------------------------ ------------- a list and brief description of all written or oral contracts, commitments, leases, and other agreements (including, without limitation, promissory notes, loan agreements, and other evidences of indebtedness, guarantees, agreements with distributors, suppliers, dealers, franchisors and customers, and service agreements) to which the Company is a party or by which the Company or its properties are bound which either (i) require performance by either party exceeding one year; (ii) are contracts (other than vendor contracts) pursuant to which the Company shall pay or receive more than $10,000 over the life obligations thereunder of such contracteither party thereto are, or (iii) are vendor contracts pursuant to which the Company's sales of products obtained pursuant to such contemplated as being, for any one contract exceeds $100,000 35,000 or greater (collectively, the "CONTRACTS"). The Company is not and, to the best knowledge of the Sellers and the Company, no other party thereto is in default (and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a defaultdefault by the Company) under any of the Contracts, and the Company has not waived any right under any of the Contracts, except for any such defaults or waivers, which would not have a Material Adverse Effect. Except as set forth on Schedule 3.15for the Equitable Exceptions, all of the ------------- Contracts to which the Company is a party are legal, valid, binding and binding, enforceable against the Company and, to the best of the Company's and Sellers' knowledge, against each other party thereto, and in full force and effect and, assuming all necessary consents to the consummation of the transactions contemplated herein, as specifically set forth on Schedules 3.9 and 3.15, are obtained, will remain ------------- ---- legal, valid, binding and binding, enforceable against the Company and, to the best of the Company's and Sellers' knowledge, against each other party thereto, and in full force and effect on identical essentially the same terms immediately after the Closing, except to the extent that enforceability may be limited by the Equitable Exceptions. Except as set forth in Schedule 3.15, the Company has not guaranteed ------------- any obligations of any other ------------- Person. To the best knowledge of the Company and the Sellers, no manufacturer of office equipment sold by the Company will cease doing business with the Company immediately following the Closing.

Contracts and Agreements. Attached hereto as Schedule 3.15 is a ------------------------ ------------- a list and brief description of all written or oral contracts, commitments, leases, and other agreements (including, without limitation, promissory notes, loan agreements, and other evidences of indebtedness, guarantees, agreements with distributors, suppliers, dealers, franchisors and customers, and service agreements) to which the Company is a party or by which the Company or its properties are bound which either (i) require performance by either party exceeding one year; (ii) are contracts (other than vendor contracts) pursuant to which the Company shall pay or receive more than $10,000 over the life obligations thereunder of such contracteither party thereto are, or (iii) are vendor contracts pursuant to which the Company's sales of products obtained pursuant to such contemplated as being, for any one contract exceeds $100,000 75,000 or greater (collectively, the "CONTRACTSContracts"). The Company is not and, to the best knowledge of the Sellers and the Company, no other party thereto is in default (and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a defaultdefault by the Company) under any of the Contracts, and the Company has not waived any right under any of the Contracts, except for any such defaults or waivers, which would not have a Material Adverse Effect. Except as set forth on Schedule 3.15for the Equitable Exceptions, all of the ------------- Contracts to which the Company is a party are legal, valid, binding and binding, enforceable against the Company and, to the best of the Company's and Sellers' knowledge, against each other party thereto, and in full force and effect and, assuming all necessary consents to the consummation of the transactions contemplated herein, as specifically set forth on Schedules 3.9 and 3.15, are obtained, will remain ------------- ---- legal, valid, binding and binding, enforceable against the Company and, to the best of the Company's and Sellers' knowledge, against each other party thereto, and in full force and effect on identical essentially the same terms immediately after the Closing, except to the extent that enforceability may be limited by the Equitable Exceptions. Except as set forth in Schedule 3.15, the Company has not guaranteed ------------- any obligations of any other ------------- Person. To the best knowledge of the Company and the Sellers, no manufacturer of office equipment sold by the Company will cease doing business with the Company immediately following the Closing.

Contracts and Agreements. Attached hereto as Schedule 3.15 is a ------------------------ ------------- list and brief description of all written or oral contracts, commitments, leases, and other agreements (including, without limitation, promissory notes, loan agreements, and other evidences of indebtedness, guarantees, agreements with distributors, suppliers, dealers, franchisors and customers, and service agreements) to which the Company is a party or by which the Company or its properties are bound which either (i) require performance by either party exceeding one year; (ii) are contracts (other than vendor contracts) pursuant to which the Company shall pay or receive more than $10,000 over the life obligations thereunder of such contracteither party thereto are, or (iii) are vendor contracts pursuant to which the Company's sales of products obtained pursuant to such contemplated as being, for any one contract exceeds $100,000 50,000 or greater (collectively, the "CONTRACTSContracts"), except purchase orders and other contracts and commitments entered into in the ordinary course of the Business with respect to the sale and purchase of inventory, supplies, products and services. The Company is not and, to Knowledge of the best knowledge of Sellers Company and the CompanySellers, no other party thereto is in default (and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a defaultdefault by the Company) under any of the Contracts, and the Company has not waived any right under any of the Contracts, except for any such defaults or waivers, which would not have a Material Adverse Effect. Except as set forth on Schedule 3.15for the Equitable Exceptions, all of the ------------- Contracts to which the Company is a party are legal, valid, binding binding, enforceable and enforceable against in full force and effect with respect to the Company and, to the best knowledge of the Company's Company and Sellers' knowledge, against each the other party parties thereto, assuming all necessary consents to the consummation of the transactions contemplated herein, as specifically set forth on Schedules 3.9 and in full force and effect and 3.15, are obtained, will remain legal, valid, binding and binding, ------------- ---- enforceable against the Company and, to the best of the Company's and Sellers' knowledge, against each other party thereto, and in full force and effect on identical essentially the same terms immediately after the Closing, except to the extent that enforceability may be limited by the Equitable Exceptions. Except as set forth in Schedule 3.15, the ------------- Company has not guaranteed ------------- any material obligations of any other Person. Subject to the matters disclosed on Schedule 3.8A, to the Knowledge of the ------------- Company and the Sellers, no manufacturer of office equipment sold by the Company (with sales by the Company from products distributed by such manufacturer of more than $50,000 per annum) will cease doing business with the Company immediately following the Closing.

Contracts and Agreements. Attached hereto as Schedule 3.15 is a ------------------------ ------------- list and brief description of all written or oral contracts, commitments, leases, and other agreements (including, without limitation, promissory notes, loan agreements, and other evidences of indebtedness, guarantees, agreements with distributors, suppliers, dealers, franchisors and customers, and service agreements) to which the Company is a party or by which the Company or its properties are bound which either (i) require performance by either party exceeding one year; (ii) are contracts (other than vendor contracts) pursuant to which the Company shall pay or receive more than $10,000 over the life obligations thereunder of such contracteither party thereto are, or (iii) are vendor contracts pursuant to which the Company's sales of products obtained pursuant to such contemplated as being, for any one contract exceeds $100,000 35,000 or greater (collectively, the "CONTRACTS"). The Company is not and, to the best knowledge of the Sellers and the Company, no other party thereto is in default (and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a defaultdefault by the Company) under any of the Contracts, and the Company has not waived any right under any of the Contracts, except for any such defaults or waivers, which would not have a Material Adverse Effect. Except as set forth on Schedule 3.15for the Equitable Exceptions, all of the ------------- Contracts to which the Company is a party are legal, valid, binding and binding, enforceable against the Company and, to the best of the Company's and Sellers' knowledge, against each other party thereto, and in full force and effect and, assuming all necessary consents to the consummation of the transactions contemplated herein, as specifically set forth on Schedules 3.9 and 3.15, are obtained, will remain legal, valid, binding and ------------- ---- binding, enforceable against the Company and, to the best of the Company's and Sellers' knowledge, against each other party thereto, and in full force and effect on identical essentially the same terms immediately after the Closing, except to the extent that enforceability may be limited by the Equitable Exceptions. Except as set forth in Schedule 3.15, the Company has not guaranteed ------------- any obligations of any other Person. To the best knowledge of the Company and the Sellers, no manufacturer of office equipment sold by the Company will cease doing business with the Company immediately following the Closing.

Contracts and Agreements. Attached hereto as Schedule 3.15 is a ------------------------ ------------- list and brief description of all written or oral contracts, commitments, leases, and other agreements (including, without limitation, promissory notes, loan agreements, and other evidences of indebtedness, guarantees, agreements with distributors, suppliers, dealers, franchisors and customers, and service agreements) to which the Company is a party or by which the Company or its properties are bound which either (i) require performance by either party exceeding one year; (ii) are contracts (other than vendor contracts) pursuant to which the Company shall pay or receive more than $10,000 over the life obligations thereunder of such contracteither party thereto are, or (iii) are vendor contracts pursuant to which the Company's sales of products obtained pursuant to such contract exceeds contemplated as being, $100,000 50,000 or greater (collectively, the "CONTRACTSContracts"). The Company is not and, to the best knowledge of Sellers the Company and the CompanyStockholders, no other party thereto is in default (and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a default) under any of the Contracts, and the Company has not waived any right under any of the Contracts. Except as set forth on Schedule 3.15Subject to the foregoing, all of the ------------- Contracts to which the Company is a party are legal, valid, binding and binding, enforceable against the Company and, to the best of the Company's and Sellers' knowledge, against each other party thereto, and in full force and effect and will remain legal, valid, binding and binding, enforceable against the Company and, to the best of the Company's and Sellers' knowledge, against each other party thereto, and in full force and effect on identical terms immediately after the Closing. Except as set forth in Schedule 3.15, the Company has not ------------- guaranteed ------------- any obligations of any other Person.

Contracts and Agreements. Attached hereto as Schedule 3.15 is a ------------------------ ------------- a list and brief description of all written or oral contracts, commitments, leases, and other agreements (including, without limitation, promissory notes, loan agreements, and other evidences of indebtedness, guarantees, agreements with distributors, suppliers, dealers, franchisors and customers, and service agreements) to which the Company is a party or by which the Company or its properties are bound which either (i) require performance by either party exceeding one year; (ii) are contracts (other than vendor contracts) pursuant to which the Company shall pay or receive more than $10,000 over the life obligations thereunder of such contracteither party thereto are, or (iii) are vendor contracts pursuant to which the Company's sales of products obtained pursuant to such contemplated as being, for any one contract exceeds $100,000 25,000 or greater (collectively, the "CONTRACTS"). The Company is not and, to the best knowledge of Sellers Seller and the Company, no other party thereto is in default (and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a defaultdefault by the Company) under any of the Contracts, and the Company has not waived any right under any of the Contracts. Except as set forth on Schedule 3.15, all All of the ------------- Contracts to which the Company is a party are legal, valid, binding and binding, enforceable against the Company and, to the best of the Company's and Sellers' knowledge, against each other party thereto, and in full force and effect and will remain legal, valid, binding and binding, enforceable against the Company and, to the best of the Company's and Sellers' knowledge, against each other party thereto, and in full force and effect on identical terms immediately after the Closing, except to the extent that enforceability may be limited by laws affecting creditors' rights and debtors' obligations generally, and legal limitations relating to remedies of specific performance and injunctive and other forms of equitable relief. Except as set forth in Schedule 3.15, the ------------- Company has not guaranteed ------------- any obligations of any other Person. To the best of Seller's and the Company's Knowledge, no manufacturer of office equipment sold by the Company will cease doing business with the Company immediately following the Closing.

Contracts and Agreements. Attached hereto as Schedule 3.15 is a list ------------------------ ------------- list and brief description of all written or oral contracts, commitments, leases, and other agreements (including, without limitation, promissory notes, loan agreements, and other evidences of indebtedness, guarantees, agreements with distributors, suppliers, dealers, franchisors and customers, and service agreements) to which the Company is a party or by which the Company or its properties are bound which either (i) require performance by either party exceeding one year; (ii) are contracts (other than vendor contracts) pursuant to which the Company shall pay or receive more than $10,000 over the life obligations thereunder of such contracteither party thereto are, or (iii) are vendor contracts pursuant to which the Company's sales of products obtained pursuant to such contemplated as being, for any one contract exceeds $100,000 50,000 or greater (collectively, the "CONTRACTS"). The Company is not and, to the best knowledge of the Sellers and the Company, no other party thereto is in default (and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a defaultdefault by the Company) under any of the Contracts, and the Company has not waived any right under any of the Contracts, except for any such defaults or waivers, which would not have a Material Adverse Effect. Except as set forth on Schedule 3.15for the Equitable Exceptions, all of the ------------- Contracts to which the Company is a party are legal, valid, binding and binding, enforceable against the Company and, to the best of the Company's and Sellers' knowledge, against each other party thereto, and in full force and effect and, assuming all necessary consents to the consummation of the transactions contemplated herein, as specifically set forth on Schedules 3.9 and 3.15, are obtained, will remain ------------- ---- legal, valid, binding and binding, enforceable against the Company and, to the best of the Company's and Sellers' knowledge, against each other party thereto, and in full force and effect on identical essentially the same terms immediately after the Closing, except to the extent that enforceability may be limited by the Equitable Exceptions. Except as set forth in Schedule 3.15, the Company has not guaranteed ------------- any obligations of any other ------------- Person. To the best knowledge of the Company and the Sellers, no manufacturer of office equipment sold by the Company will cease doing business with the Company immediately following the Closing.