Common use of Contracts and Arrangements Clause in Contracts

Contracts and Arrangements. (a) SCHEDULE 4.14 hereto contains a true and accurate list of all Contracts, pursuant to which Seller enjoys any right or benefit or undertakes any obligation related to the Business, the Intellectual Property, the Assumed Liabilities or the Assets. Except for the Contracts, Seller is not a party to or otherwise bound by the terms of any contract, agreement or obligation, written or oral, affecting the Business, the Assets, Intellectual Property, or the Assumed Liabilities. Each of the Assumed Contracts is (assuming due authorization and execution by the other party or parties hereto) valid, binding and in full force and effect and enforceable by Seller in accordance with its terms, except as enforcement may be limited by general equitable principles and the exercise of judicial discretion in accordance with such principles. Neither Seller, nor, to Seller's Knowledge, any other party, is in default under any Assumed Contract, and there are no existing disputes or claims of default relating thereto, or any facts or conditions Known to Seller which, if continued, will result in a default or claim of default thereunder, which default could reasonably be expected to have a Material Adverse Effect on the Business, the Assets, the Assumed Contracts or the Assumed Liabilities. No Assumed Contract contains any liquidated damages, penalty or similar provision. There is no Assumed Contract which Seller can reasonably foresee will result in any material loss upon the performance thereof by Purchaser from and after the Closing Date. To Seller's Knowledge, no party to any Contract has notified Seller that it intends to cancel, withdraw, modify or amend such Contract. Except as set forth on SCHEDULE 4.14 attached hereto, no consents are necessary for the effective assignment to and assumption by Parent or Purchaser of any of the Assumed Contracts. (b) To Seller's Knowledge, there are no unresolved claims between Seller and any of the principal licensors, vendors, suppliers, distributors, representatives or customers of the Business, and no event which could reasonably be expected to result in (i) a material breach of an Assumed Contract, (ii) a request for a material accommodation or concession in connection with the sale of services, distributors, representatives or customers or (iii) a significant impairment of the relationships of any Business with its principal licensors, vendors, suppliers, distributors, representatives, or customers, and none of such persons has advised Seller of its intention to cease doing business with Seller or with Parent or the Purchaser following the Closing Date, whether as a result of the transactions contemplated hereunder or otherwise. (c) Each accepted and unfilled order entered into by Seller for the provisions of services by Seller, and each agreement, contract or commitment for the purchase of supplies, included in the Contracts was made in the ordinary course of the Business.

Contracts and Arrangements. (a) SCHEDULE 4.14 Schedule 1.8 hereto contains a true and accurate list of all Contracts, pursuant to which Seller enjoys Sellers enjoy any right or benefit or undertakes any obligation related to the Business, the Sellers Intellectual Property, the Assumed Liabilities or the Assets. Except for the Contracts, neither Seller is not a party to or otherwise bound by the terms of any contract, agreement or obligation, written or oral, affecting the Business, the Assets, Intellectual Property, or the Assumed Liabilities. Each of the Assumed Contracts is (assuming due authorization and execution by the other party or parties hereto) valid, binding and in full force and effect and enforceable by Seller Sellers in accordance with its terms, except as enforcement may be limited by general equitable principles and the exercise of judicial discretion in accordance with such principles. Neither Sellerof the Sellers, nor, to Seller's Sellers’ Knowledge, any other party, is in default under any Assumed Contract, and there are no existing disputes or claims of default relating thereto, or any facts or conditions Known to Seller Sellers which, if continued, will result in a default or claim of default thereunder, which default could reasonably be expected to have a Material Adverse Effect on the Business, the Assets, the Assumed Contracts or the Assumed Liabilities. No Assumed Contract contains any liquidated damages, penalty or similar provision. There is no Assumed Contract which Seller Sellers can reasonably foresee will result in any material loss upon the performance thereof by Purchaser from and after the Closing Date. To Seller's Sellers’ Knowledge, no party to any Contract has notified Seller Sellers that it intends to cancel, withdraw, modify or amend such Contract. Except as set forth on SCHEDULE 4.14 Schedule 6.5 attached hereto, no consents are necessary for the effective assignment to and assumption by Parent or Purchaser of any of the Assumed Contracts. (b) To Seller's Sellers’ Knowledge, there are no unresolved claims between Seller Sellers and any of the principal licensors, vendors, suppliers, distributors, representatives or customers of the Business, and no event which could reasonably be expected to result in (i) a material breach of an Assumed Contract, (ii) a request for a material accommodation or concession in connection with the sale of services, distributors, representatives or customers or (iii) a significant impairment of the relationships of any Business with its principal licensors, vendors, suppliers, distributors, representatives, or customers, and none of such persons has advised Seller Sellers of its intention to cease doing business with Seller Sellers or with Parent Purchaser or the Purchaser following the Closing Date, whether as a result of the transactions contemplated hereunder or otherwise. (c) Each accepted and unfilled order entered into by Seller Sellers for the provisions of services by SellerSellers, and each agreement, contract or commitment for the purchase of supplies, included in the Contracts was made in the ordinary course of the Business.

Contracts and Arrangements. (a) SCHEDULE 4.14 hereto contains Schedules 4.15(a)(i), 1.43, 1.68, 1.69, and 1.72 of the Seller Disclosure Schedule contain a true complete and accurate list of all Non-Standard Customer License Agreements, Leases, Third Party Distributor Agreements, Third Party In-Licenses, and Vehicle Leases, respectively, and Seller has delivered to Purchaser true and complete copies of all such written Contracts. Schedule 4.15(a)(ii) of the Seller Disclosure Schedule sets forth a true, pursuant to which complete and accurate list of all customers of each of Seller enjoys any right or benefit or undertakes any obligation related to and each Intactix Sub who are currently on maintenance under the BusinessCustomer License Agreements and designates each such customer as a customer of Seller and/or each Intactix Sub, the Intellectual Property, the Assumed Liabilities or the Assets. Except for the Contracts, Seller is not a party to or otherwise bound by the terms of any contract, agreement or obligation, written or oral, affecting the Business, the Assets, Intellectual Property, or the Assumed Liabilities. as applicable. (b) Each of the Assumed Contracts is (assuming due authorization and execution by the other party or parties hereto) valid, binding and in full force and effect and enforceable by Seller or any Intactix Sub party thereto in accordance with its terms, except as enforcement may be limited by general equitable principles and the exercise of judicial discretion in accordance with such principles. Neither Seller, any Intactix Sub nor, to Parent's or Seller's Knowledge, any other party, is in default under any Assumed Contract, and there are no existing disputes or claims of default relating thereto, or any facts or conditions Known to Parent or Seller which, if continued, will result in a default or claim of default thereunder, which default could reasonably be expected to have a Material Adverse Effect on Effect. Seller and each Intactix Sub, as applicable, have obtained, or will obtain prior to Closing, all necessary consents to the Business, the Assets, the Assumed Contracts or the Assumed Liabilities. No Assumed Contract contains any liquidated damages, penalty or similar provision. There is no Assumed Contract which Seller can reasonably foresee will result in any material loss upon the performance thereof by Purchaser from and after the Closing Date. To Seller's Knowledge, no party to any Contract has notified Seller that it intends to cancel, withdraw, modify or amend such Contract. Except as set forth on SCHEDULE 4.14 attached hereto, no consents are necessary for the effective assignment to and assumption by Parent or Purchaser of any of the Assumed Contracts. (b) To Seller's Knowledge, there are no unresolved claims between Leases to Purchaser and each Corresponding JDA Sub. Parent and/or Seller have provided Purchaser with copies of the Standard Customer License Agreement used by each of Seller and any each Intactix Sub and, except for those Nonstandard Customer License Agreements listed on Schedule 4.15(a)(i) of the principal licensors, vendors, suppliers, distributors, representatives or customers of the Business, and no event Seller Disclosure Schedule all Customer License Agreements are identical in all material substantive respects to such Standard Customer License Agreement (which could reasonably be expected are attached to result in (i) a material breach of an Assumed Contract, (ii) a request for a material accommodation or concession in connection with the sale of services, distributors, representatives or customers or (iii) a significant impairment of the relationships of any Business with its principal licensors, vendors, suppliers, distributors, representatives, or customers, and none of such persons has advised Seller of its intention to cease doing business with Seller or with Parent or the Purchaser following the Closing Date, whether this Agreement as a result of the transactions contemplated hereunder or otherwiseExhibit B). (c) Each accepted All arrangements, understandings, relationships and unfilled order entered into by Seller for the provisions of services by agreements, written or oral, between Seller, and each agreementany Intactix Sub or any Affiliates of Seller or any Intactix Sub related to the Business, contract the Assets or commitment for the Products (including the purchase and sale of suppliescomponents, included supply arrangements, distribution arrangements, and the development and design of Products or related Seller Intellectual Property) are listed in the Contracts was made in the ordinary course Schedule 4.15(c) of the BusinessSeller Disclosure Schedule.

Contracts and Arrangements. (a) SCHEDULE 4.14 Schedules 1.20 and 1.73 hereto contains contain a true complete and accurate list of all ContractsCustomer License Agreements and Vehicle Leases, pursuant respectively, and Seller has delivered to Purchaser true and complete copies of all such written Contracts (other than a limited number of Customer License Agreements entered into in the ordinary course of business on substantially Seller's standard terms and conditions). Schedule 4.14(a) attached hereto sets forth a true, complete and accurate list of all customers who are currently on maintenance under the Customer License Agreements. Seller has delivered to Purchaser an aged accounts receivable trial balance which Seller enjoys any right or benefit or undertakes any obligation related to reflects all outstanding receivables from such customers. (b) To the BusinessKnowledge of Seller, the Intellectual Property, the Assumed Liabilities or the Assets. Except for the Contracts, Seller is not a party to or otherwise bound by the terms of any contract, agreement or obligation, written or oral, affecting the Business, the Assets, Intellectual Property, or the Assumed Liabilities. Each each of the Assumed Contracts is (assuming due authorization and execution by the other party or parties hereto) valid, binding and in full force and effect and enforceable by Seller in accordance with its terms, except as enforcement may be limited by general equitable principles and the exercise of judicial discretion in accordance with such principles. Neither Seller, Seller nor, to Seller's Knowledge, any other party, is in default under any Assumed Contract, and there are no existing disputes or claims of default relating thereto, or any facts or conditions Known to Seller which, if continued, will result in a default or claim of default thereunder, which default could reasonably be expected to have a Material Adverse Effect on the Business, the Assets, the Assumed Contracts or the Assumed Liabilities. No Assumed Contract contains any liquidated damages, penalty or similar provision. There is no Assumed Contract which Seller can reasonably foresee will result in any material loss upon the performance thereof by Purchaser from and after the Closing Date. To Seller's Knowledge, no party to any Contract has notified Seller that it intends to cancel, withdraw, modify or amend such Contract. Except as set forth on SCHEDULE 4.14 attached hereto, no consents are necessary for the effective assignment to and assumption by Parent or Purchaser of any of the Assumed Contracts. (b) To Seller's Knowledge, there are no unresolved claims between Seller and any of the principal licensors, vendors, suppliers, distributors, representatives or customers of the Business, and no event which could reasonably be expected to result in (i) a material breach of an Assumed Contract, (ii) a request for a material accommodation or concession in connection with the sale of services, distributors, representatives or customers or (iii) a significant impairment of the relationships of any Business with its principal licensors, vendors, suppliers, distributors, representatives, or customers, and none of such persons has advised Seller of its intention to cease doing business with Seller or with Parent or the Purchaser following the Closing Date, whether as a result of the transactions contemplated hereunder or otherwiseEffect. (c) Each accepted All written arrangements, understandings, relationships and unfilled order entered into by agreements between Seller for and its Affiliates related to the provisions Business, the Assets or the Products (including the purchase and sale of services by Sellercomponents, supply arrangements, distribution arrangements, and each agreementthe development and design of Products or related Seller Intellectual Property) are listed in Schedule 4.14(c). 20 29 (d) Seller does not anticipate booking more than $218,000 of revenue from license fees related to the Products (except for Boost Sales and Margin Planning) during the fiscal quarter ended June 30, contract 1998; any such revenues in excess of $218,000 shall be assigned or commitment for the purchase of supplies, included in the Contracts was made in the ordinary course of the Businesspaid over to Purchaser after Closing.

Contracts and Arrangements. Schedule 3.9 hereto lists all of the contracts, agreements and arrangements of the Newspapers previously furnished to Buyer. As used herein, “Material Contracts” means all of the following contracts, agreements and arrangements (written or oral) included in the Assets involving annual consideration of more than $25,000: (a) SCHEDULE 4.14 hereto contains a true Sales agency or advertising representation contracts; (b) Contracts for the future construction or purchase of capital improvements, purchase of materials, supplies or equipment, or for the sale of assets; (c) Consulting contracts, employment agreements or freelance agreements; (d) Licenses or agreements under which Seller is authorized to publish materials supplied by others in future issues of the Newspaper; (e) Leases of real and accurate list personal property (collectively, the “Leases”); and (f) Any other contract or lease not made in the usual and ordinary course of all business, or not terminable by Sellers without liability upon not more than 90 days’ written notice. All of the Material Contracts are listed on Schedule 3.9. Schedule 3.9 specifies those Material Contracts, pursuant to the assignment of which Seller enjoys requires the consent of a third party. Provided that any right or benefit or undertakes any obligation related requisite consent to the Businessassignment of Material Contracts to Buyer is obtained, to the Intellectual Propertyknowledge of Sellers, the Assumed Liabilities or the Assets. Except for the Contracts, Seller is not a party to or otherwise bound by the terms of any contract, agreement or obligation, written or oral, affecting the Business, the Assets, Intellectual Property, or the Assumed Liabilities. Each each of the Assumed Contracts contracts and leases which is (assuming due authorization assigned to and execution assumed by Buyer on the other party or parties hereto) valid, binding Closing Date is valid and in full force and effect and enforceable by Seller in accordance with its terms, except as enforcement may be limited by general equitable principles and the exercise of judicial discretion in accordance with such principleseffect. Neither Seller, nor, to Seller's Knowledge, any other party, There is in default under any Assumed Contract, and there are no existing disputes or claims default, event of default relating thereto, or any facts or conditions Known to Seller other event under such Material Contracts which, if continuedwith or without notice or lapse of time or both, will result in would constitute a default or claim an event of default thereunderby a Seller under any such contract. To the knowledge of Sellers, there is not, under any of the Material Contracts, any existing default or event of default which, with or without notice or lapse of time or both would constitute a default or event of default on the part of any other party thereto, except such defaults, events of default and other events which default could would not have, and would not reasonably be expected to have have, a Material Adverse Effect on the Business, the Assets, the Assumed Contracts or the Assumed LiabilitiesEffect. No Assumed Contract contains any liquidated damages, penalty or similar provision. There is no Assumed Contract which Seller can reasonably foresee will result in any material loss upon the performance thereof by Purchaser from and after the Closing Date. To Seller's Knowledge, no party Prior to any Contract has notified Seller that it intends to cancel, withdraw, modify or amend such Contract. Except as set forth on SCHEDULE 4.14 attached hereto, no consents are necessary for the effective assignment to and assumption by Parent or Purchaser of any of the Assumed Contracts. (b) To Seller's Knowledge, there are no unresolved claims between Seller and any of the principal licensors, vendors, suppliers, distributors, representatives or customers of the Business, and no event which could reasonably be expected to result in (i) a material breach of an Assumed Contract, (ii) a request for a material accommodation or concession in connection with the sale of services, distributors, representatives or customers or (iii) a significant impairment of the relationships of any Business with its principal licensors, vendors, suppliers, distributors, representatives, or customers, and none of such persons has advised Seller of its intention to cease doing business with Seller or with Parent or the Purchaser following the Closing Date, whether as a result Sellers will make available to Buyer complete copies (or written summaries of oral contracts) of all of the transactions contemplated hereunder or otherwiseMaterial Contracts. (c) Each accepted and unfilled order entered into by Seller for the provisions of services by Seller, and each agreement, contract or commitment for the purchase of supplies, included in the Contracts was made in the ordinary course of the Business.

Contracts and Arrangements. (a) SCHEDULE Schedule 4.14 hereto contains a true and accurate list of all material Assumed Contracts (the “Material Assumed Contracts”). Schedule 1.1 contains a true and accurate list of all contracts which have generated any significant revenue for the Business during the year ended December 31, pursuant to 2003 or during the six months ended June 30, 2004, and any contracts which Seller enjoys reasonably expects to generate any right or benefit or undertakes any obligation related to significant revenues during the Business, twelve months after the Intellectual Property, the Assumed Liabilities or the Assetsdate of this Agreement. Except for the Assumed Contracts, Seller is not a party to or otherwise bound by the terms of any contract, agreement or obligation, written or oral, affecting relating to the Business, the Assets, Intellectual Property, or the Assumed Liabilities. Each of the Material Assumed Contracts is (assuming due authorization and execution by the other party or parties heretothereto) valid, binding and in full force and effect and enforceable by Seller in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or general equitable principles and except to the exercise of judicial discretion extent that the failure to be valid, binding, in accordance with such principlesfull force and effect and enforceable would not reasonably be expected to have a Material Adverse Effect on the Business. Neither Seller, nor, to Seller's ’s Knowledge, any other party, is in default under any Material Assumed Contract, and there are no existing disputes or claims of default relating thereto, or any facts or conditions Known to Seller which, if continued, will result in a default or claim of default thereunder, which default could reasonably be expected to have a Material Adverse Effect on the Business, the Assets, the Assumed Contracts or the Assumed Liabilities. No Assumed Contract contains any liquidated damages, penalty or similar provision. There is no Assumed Contract which Seller can reasonably foresee will result in any material loss upon the performance thereof by Purchaser from and after the Closing Date. To Seller's Knowledge, no party to any Material Assumed Contract has notified Seller in writing that it intends to cancel, withdraw, modify or amend such Assumed Contract. Except as set forth on SCHEDULE 4.14 Schedule 6.4 attached hereto, no consents are necessary for the effective assignment to and assumption by Parent or Purchaser of any of the Material Assumed Contracts. The termination date of each of the Material Assumed Contracts is set forth on Schedule 4.14. (b) To Seller's ’s Knowledge, there are no unresolved claims between Seller and any of the principal licensors, vendors, suppliers, distributors, representatives or customers of the Business, and no event Business which could would reasonably be expected to result in (i) have a material breach of an Assumed Contract, (ii) a request for a material accommodation or concession in connection with the sale of services, distributors, representatives or customers or (iii) a significant impairment of the relationships of any Business with its principal licensors, vendors, suppliers, distributors, representatives, or customers, and none of such persons has advised Seller of its intention to cease doing business with Seller or with Parent or the Purchaser following the Closing Date, whether as a result of the transactions contemplated hereunder or otherwise. (c) Each accepted and unfilled order entered into by Seller for the provisions of services by Seller, and each agreement, contract or commitment for the purchase of supplies, included in the Contracts was made in the ordinary course of Material Adverse Effect on the Business.

Contracts and Arrangements. Schedule 3.9 hereto lists all of the contracts, agreements and arrangements of the Newspaper previously furnished to Buyer. As used herein, “Material Contracts” means all of the following contracts, agreements and arrangements (written or oral) included in the Assets involving annual consideration of more than $25,000: (a) SCHEDULE 4.14 hereto contains a true Sales agency or advertising representation contracts; (b) Contracts for the future construction or purchase of capital improvements, purchase of materials, supplies or equipment, or for the sale of assets; (c) Consulting contracts, employment agreements or freelance agreements; (d) Licenses or agreements under which Seller is authorized to publish materials supplied by others in future issues of the Newspaper; (e) Leases of real and accurate list personal property (collectively, the “Leases”); and (f) Any other contract or lease not made in the usual and ordinary course of all business, or not terminable by Sellers without liability upon not more than 90 days’ written notice. All of the Material Contracts are listed on Schedule 3.9. Schedule 3.9 specifies those Material Contracts, pursuant to the assignment of which Seller enjoys requires the consent of a third party. Provided that any right or benefit or undertakes any obligation related requisite consent to the Businessassignment of Material Contracts to Buyer is obtained, to the Intellectual Propertyknowledge of Sellers, the Assumed Liabilities or the Assets. Except for the Contracts, Seller is not a party to or otherwise bound by the terms of any contract, agreement or obligation, written or oral, affecting the Business, the Assets, Intellectual Property, or the Assumed Liabilities. Each each of the Assumed Contracts contracts and leases which is (assuming due authorization assigned to and execution assumed by Buyer on the other party or parties hereto) valid, binding Closing Date is valid and in full force and effect and enforceable by Seller in accordance with its terms, except as enforcement may be limited by general equitable principles and the exercise of judicial discretion in accordance with such principleseffect. Neither Seller, nor, to Seller's Knowledge, any other party, There is in default under any Assumed Contract, and there are no existing disputes or claims default, event of default relating thereto, or any facts or conditions Known to Seller other event under such Material Contracts which, if continuedwith or without notice or lapse of time or both, will result in would constitute a default or claim an event of default thereunderby a Seller under any such contract. To the knowledge of Sellers, there is not, under any of the Material Contracts, any existing default or event of default which, with or without notice or lapse of time or both would constitute a default or event of default on the part of any other party thereto, except such defaults, events of default and other events which default could would not have, and would not reasonably be expected to have have, a Material Adverse Effect on the Business, the Assets, the Assumed Contracts or the Assumed LiabilitiesEffect. No Assumed Contract contains any liquidated damages, penalty or similar provision. There is no Assumed Contract which Seller can reasonably foresee will result in any material loss upon the performance thereof by Purchaser from and after the Closing Date. To Seller's Knowledge, no party Prior to any Contract has notified Seller that it intends to cancel, withdraw, modify or amend such Contract. Except as set forth on SCHEDULE 4.14 attached hereto, no consents are necessary for the effective assignment to and assumption by Parent or Purchaser of any of the Assumed Contracts. (b) To Seller's Knowledge, there are no unresolved claims between Seller and any of the principal licensors, vendors, suppliers, distributors, representatives or customers of the Business, and no event which could reasonably be expected to result in (i) a material breach of an Assumed Contract, (ii) a request for a material accommodation or concession in connection with the sale of services, distributors, representatives or customers or (iii) a significant impairment of the relationships of any Business with its principal licensors, vendors, suppliers, distributors, representatives, or customers, and none of such persons has advised Seller of its intention to cease doing business with Seller or with Parent or the Purchaser following the Closing Date, whether as a result Sellers will make available to Buyer complete copies (or written summaries of oral contracts) of all of the transactions contemplated hereunder or otherwiseMaterial Contracts. (c) Each accepted and unfilled order entered into by Seller for the provisions of services by Seller, and each agreement, contract or commitment for the purchase of supplies, included in the Contracts was made in the ordinary course of the Business.

Contracts and Arrangements. (a) SCHEDULE 4.14 Schedule 4.9(a) hereto contains a true and accurate list of all Contracts, pursuant to which Seller enjoys any right or benefit or undertakes any obligation related to the Business, the Intellectual Property, the Assumed Liabilities or the Assets. Except for the Contracts, Seller is not a party to or otherwise bound by the terms of any contract, agreement or obligation, written or oral, materially affecting the Business, the Assets, the Transferred Intellectual Property, or the Assumed Liabilities. Each With respect to the Contracts listed on Schedule 4.9(a), (i) Seller has not and, to Seller's Knowledge, no other Person has, violated or breached, or declared or committed any default under any such Contract; (ii) no event has occurred, and no circumstance or condition exists that is reasonably likely to result in a violation, breach or default by Seller or, to Seller's Knowledge, by any other Person of or under any such Contract; (iii) Seller has not received any notice or other communication (in writing or otherwise) regarding any actual alleged violation or breach of, or default under, any such Contract; (iv) Seller has not waived any material right under any such Contract; and (v) each of the Assumed Contracts is (assuming due authorization and execution by the other party or parties heretothereto) valid, binding and in full force and effect and enforceable by Seller in accordance with its terms, except as enforcement may be limited by general equitable principles and the exercise of judicial discretion in accordance with such principles. Neither Seller, nor, to Seller's Knowledge, any other party, is in default under any Assumed Contract, and there are no existing disputes or claims of default relating thereto, or any facts or conditions Known to Seller which, if continued, will result in a default or claim of default thereunder, which default could reasonably be expected to have a Material Adverse Effect on the Business, the Assets, the Assumed Contracts or the Assumed Liabilities. No Assumed Contract contains any liquidated damages, penalty or similar provision. There is no Assumed Contract which Seller can reasonably foresee will result in any material loss upon the performance thereof by Purchaser from and after the Closing Date. To Seller's Knowledge, no party to any Contract has notified Seller that it intends to cancel, withdraw, modify or amend such Contract. . (b) Except as set forth on SCHEDULE 4.14 Schedule 4.9(b) attached hereto, no consents are necessary for the effective assignment to and assumption by Parent or Purchaser of any of the Assumed Contracts. (b) To Seller's Knowledge, there are no unresolved claims between . The Seller and does not have any Knowledge of the principal licensors, vendors, suppliers, distributors, representatives or customers of the Business, and no event any basis upon which could reasonably be expected any party to result in any Assumed Contract may object to (i) a material breach the assignment to Purchaser of an any right under such Assumed Contract, ; or (ii) a request for a material accommodation the delegation to or concession in connection with the sale of services, distributors, representatives or customers or (iii) a significant impairment of the relationships performance by Purchaser of any Business with its principal licensors, vendors, suppliers, distributors, representatives, or customers, and none of obligation under such persons has advised Seller of its intention to cease doing business with Seller or with Parent or the Purchaser following the Closing Date, whether as a result of the transactions contemplated hereunder or otherwiseAssumed Contract. (c) Each accepted and unfilled order entered into by Except as set forth in Schedule 4.9(c), no Person is renegotiating, or has the right to renegotiate, any amount paid or payable to Seller for the provisions under any Assumed Contract or any other term or provision of services by Seller, and each agreement, contract or commitment for the purchase of supplies, included in the Contracts was made in the ordinary course of the Businessany such Assumed Contract.

Contracts and Arrangements. (a) SCHEDULE 4.14 Schedules 1.20 and 1.73 hereto contains contain a true complete and accurate list of all ContractsCustomer License Agreements and Vehicle Leases, pursuant respectively, and Seller has delivered to Purchaser true and complete copies of all such written Contracts (other than a limited number of Customer License Agreements entered into in the ordinary course of business on substantially Seller's standard terms and conditions). Schedule 4.14(a) attached hereto sets forth a true, complete and accurate list of all customers who are currently on maintenance under the Customer License Agreements. Seller has delivered to Purchaser an aged accounts receivable trial balance which Seller enjoys any right or benefit or undertakes any obligation related to reflects all outstanding receivables from such customers. (b) To the BusinessKnowledge of Seller, the Intellectual Property, the Assumed Liabilities or the Assets. Except for the Contracts, Seller is not a party to or otherwise bound by the terms of any contract, agreement or obligation, written or oral, affecting the Business, the Assets, Intellectual Property, or the Assumed Liabilities. Each each of the Assumed Contracts is (assuming due authorization and execution by the other party or parties hereto) valid, binding and in full force and effect and enforceable by Seller in accordance with its terms, except as enforcement may be limited by general equitable principles and the exercise of judicial discretion in accordance with such principles. Neither Seller, Seller nor, to Seller's Knowledge, any other party, is in default under any Assumed Contract, and there are no existing disputes or claims of default relating thereto, or any facts or conditions Known to Seller which, if continued, will result in a default or claim of default thereunder, which default could reasonably be expected to have a Material Adverse Effect on the Business, the Assets, the Assumed Contracts or the Assumed Liabilities. No Assumed Contract contains any liquidated damages, penalty or similar provision. There is no Assumed Contract which Seller can reasonably foresee will result in any material loss upon the performance thereof by Purchaser from and after the Closing Date. To Seller's Knowledge, no party to any Contract has notified Seller that it intends to cancel, withdraw, modify or amend such Contract. Except as set forth on SCHEDULE 4.14 attached hereto, no consents are necessary for the effective assignment to and assumption by Parent or Purchaser of any of the Assumed Contracts. (b) To Seller's Knowledge, there are no unresolved claims between Seller and any of the principal licensors, vendors, suppliers, distributors, representatives or customers of the Business, and no event which could reasonably be expected to result in (i) a material breach of an Assumed Contract, (ii) a request for a material accommodation or concession in connection with the sale of services, distributors, representatives or customers or (iii) a significant impairment of the relationships of any Business with its principal licensors, vendors, suppliers, distributors, representatives, or customers, and none of such persons has advised Seller of its intention to cease doing business with Seller or with Parent or the Purchaser following the Closing Date, whether as a result of the transactions contemplated hereunder or otherwiseEffect. (c) Each accepted All written arrangements, understandings, relationships and unfilled order entered into by agreements between Seller for and its Affiliates related to the provisions Business, the Assets or the Products (including the purchase and sale of services by Sellercomponents, supply arrangements, distribution arrangements, and each agreementthe development and design of Products or related Seller Intellectual Property) are listed in Schedule 4.14(c). (d) Seller does not anticipate booking more than $218,000 of revenue from license fees related to the Products (except for Boost Sales and Margin Planning) during the fiscal quarter ended June 30, contract 1998; any such revenues in excess of $218,000 shall be assigned or commitment for the purchase of supplies, included in the Contracts was made in the ordinary course of the Businesspaid over to Purchaser after Closing.

Contracts and Arrangements. (a) SCHEDULE 4.14 hereto contains a true and accurate list Standard terms 1. A copy of all Contracts, pursuant to standard terms and conditions on which Seller enjoys any right or benefit or undertakes any obligation related to the Business, the Intellectual Property, the Assumed Liabilities or the Assets. Except for the Contracts, Seller is not a party to or otherwise bound by the terms of any contract, agreement or obligation, written or oral, affecting the Business, the Assets, Intellectual Property, or the Assumed Liabilities. Each of the Assumed Contracts is (assuming due authorization and execution by the other party or parties hereto) valid, binding and Company carries on business in full force and effect and enforceable by Seller in accordance with its terms, except as enforcement may be limited by general equitable principles and the exercise of judicial discretion in accordance with such principles. Neither Seller, nor, to Seller's Knowledge, any other party, is in default under any Assumed Contract, and there are no existing disputes or claims of default relating thereto, or any facts or conditions Known to Seller which, if continued, will result in a default or claim of default thereunder, which default could reasonably be expected to have a Material Adverse Effect on the Business, the Assets, the Assumed Contracts or the Assumed Liabilities. No Assumed Contract contains any liquidated damages, penalty or similar provision. There is no Assumed Contract which Seller can reasonably foresee will result in any material loss upon the performance thereof by Purchaser from and after the Closing Date. To Seller's Knowledge, no party to any Contract has notified Seller that it intends to cancel, withdraw, modify or amend such Contract. Except as set forth on SCHEDULE 4.14 attached hereto, no consents are necessary for the effective assignment to and assumption by Parent or Purchaser of any of the Assumed Contracts. (b) To Seller's Knowledge, there are no unresolved claims between Seller and any of the principal licensors, vendors, suppliers, distributors, representatives or customers of the Business, and no event which could reasonably be expected to result in (i) a material breach of an Assumed Contract, (ii) a request for a material accommodation or concession in connection with the sale of services, distributors, representatives or customers or (iii) a significant impairment of the relationships of any Business with its principal licensors, vendors, suppliers, distributors, representatives, or customers, and none of such persons has advised Seller of its intention to cease doing business with Seller or with Parent or the Purchaser following the Closing Date, whether as a result of the transactions contemplated hereunder or otherwise. (c) Each accepted and unfilled order entered into by Seller for the provisions of services by Seller, and each agreement, contract or commitment for the purchase of supplies, included in the Contracts was Disclosure Letter. Contractual relationships 2. There are not now outstanding with respect to the Company or to which the Company is a party:- 2.1 any material long term unusual or onerous contract or any contract not made in the ordinary course of business and there are no contracts or obligations practices arrangements or agreements outstanding of a nature or magnitude calling for special attention; 2.2 any joint venture, consortium or other partnership arrangement or agreement; 2.3 so far as the BusinessVendors are aware any arrangements contractual or otherwise between the Company and any third party which will or may in accordance with its terms be 61 terminated as a result of any change in the central management or shareholders of the Company or of the sale and purchase provided for in this Agreement or of compliance with any other provision of this Agreement; 2.4 any guarantee, warranty, undertaking or contract for indemnity or for suretyship under which the Company is under a prospective or contingent liability; 2.5 any agreement or arrangement entered into by the Company otherwise than by way of bargain at arms length or on arms length terms and in the ordinary course of the Company's business; 2.6 any contracts or arrangements of whatsoever nature binding on the Company which cannot be terminated without giving rise to any liabilities whatsoever on the part of the Company by the Company giving 3 months notice or less otherwise than in the ordinary course of business; 2.7 (so far as the Vendors are aware) any agreement or arrangement which cannot readily be fulfilled or performed by the Company in accordance with its terms and without undue or unusual expenditure or effort or without making a loss; 2.8 any agreement containing covenants limiting or excluding its right to do business and/or compete in any area or any field or with any person, firm or company; 2.9 so far as the Vendors are aware any agreement or arrangement which is or may be invalid or in respect of which there are grounds for its determination, rescission, avoidance or repudiation (whether by the Company or any other party); Tenders 3. No offer, tender or the like, given or made by the Company on or before the date of this Agreement and still outstanding is capable of giving rise to a contract merely by a unilateral act of a third party other than in the ordinary course of business as previously carried on and provided that the scale of such matters is comparable with the existing business of the Company.