Common use of Contracts and Commitments; No Default Clause in Contracts

Contracts and Commitments; No Default. (a) Except as set forth in Schedule 3.22, the Target: (i) has no written or oral contract, commitment, agreement or arrangement with any person which (A) requires payments individually in excess of Fifteen Thousand Dollars ($15,000) annually or in excess of Fifty Thousand Dollars ($50,000) over its term (including without limitation periods covered by any option to extend or renew by either party) and (B) is not terminable on thirty (30) days’ or less notice without cost or other Liability; (ii) does not pay any person or entity cash remuneration at the annual rate (including without limitation guaranteed bonuses) of more than Fifty Thousand ($50,000) for services rendered; (iii) is not restricted by agreement from carrying on its businesses or any part thereof anywhere in the world or from competing in any line of business with any person or entity; (iv) is not subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person or entity; (v) is not party to any agreement, contract, commitment or loan to which any of its directors, officers or shareholders or any Affiliate (or former Affiliate) thereof is a party; (vi) is not subject to any outstanding sales or purchase contracts, commitments or proposals which is anticipated to result in any loss upon completion or performance thereof; (vii) is not party to any purchase or sale contract or agreement that calls for aggregate purchases or sales in excess over the course of such contract or agreement of Fifty Thousand Dollars ($50,000) or which continues for a period of more than twelve months (including without limitation periods covered by any option to renew or extend by either party) which is not terminable on sixty (60) days’ or less notice without cost or other Liability at or any time after the Closing; and (viii) has no distributorship, dealer, manufacturer’s representative, franchise or similar sales contract relating to the payment of a commission. (b) True and complete copies (or summaries, in the case of oral items) of all items disclosed pursuant to this Section 3.22 have been made available to the Company for review. Except as set forth in Schedule 3.22, all such items are valid and enforceable by and against the Target in accordance with their respective terms, the Target is not in breach, violation or default, however defined, in the performance of any of its obligations thereunder, and no facts and circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof; and to the best knowledge of the Target, no other parties thereto are in breach, violation or default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof.

Contracts and Commitments; No Default. (a) Except as set forth in Schedule 3.22, the Target: (i) has no written or oral contract, commitment, agreement or arrangement with any person which (A) requires payments individually in excess of Fifteen Twenty Five Thousand Dollars ($15,00025,000) annually or in excess of Fifty One Hundred Thousand Dollars ($50,000100,000) over its term (including without limitation periods covered by any option to extend or renew by either party) and (B) is not terminable on thirty (30) days’ or less notice without cost or other Liability; (ii) does not pay any person or entity cash remuneration at the annual rate (including without limitation guaranteed bonuses) of more than Fifty Thousand ($50,000) for services rendered; (iii) is not restricted by agreement from carrying on its businesses or any part thereof anywhere in the world or from competing in any line of business with any person or entity; (iv) is not subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person or entity; (v) is not party to any agreement, contract, commitment or loan to which any of its directors, officers or shareholders or any Affiliate (or former Affiliate) thereof is a partyparty (for purposes of this Agreement, “Affiliate” shall have the meaning ascribed to such term in Rule 405 promulgated under the Securities Act); (vi) is not subject to any outstanding sales or purchase contracts, commitments or proposals which is anticipated to result in any loss upon completion or performance thereof; (vii) is not party to any purchase or sale contract or agreement that calls for aggregate purchases or sales in excess over the course of such contract or agreement of Fifty One Hundred Thousand Dollars ($50,000100,000) or which continues for a period of more than twelve months (including without limitation periods covered by any option to renew or extend by either party) which is not terminable on sixty (60) days’ or less notice without cost or other Liability at or any time after the Closing; and (viii) has no distributorship, dealer, manufacturer’s representative, franchise or similar sales contract relating to the payment of a commission. (b) True and complete copies (or summaries, in the case of oral items) of all items disclosed pursuant to this Section 3.22 have been made available to the Company for review. Except as set forth in Schedule 3.22, all such items are valid and enforceable by and against the Target in accordance with their respective terms, the Target is not in breach, violation or default, however defined, in the performance of any of its obligations thereunder, and no facts and circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof; and to the best knowledge of the Target, no other parties thereto are in breach, violation or default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof.

Contracts and Commitments; No Default. (a) Except as set forth in Schedule 3.22Part 2.11(a) of the Company Disclosure Schedule, none of the TargetCompany Entities is a party to, nor are any of their respective assets bound by: (i) has no written any Company Employee Agreement; (ii) any Contract that provides for (A) reimbursement of any Company Associate for, or oral contractadvancement to any Company Associate of, commitmentlegal fees or other expenses associated with any Legal Proceeding or the defense thereof or (B) indemnification of any Company Associate; (iii) any Contract constituting an indenture, mortgage, note, installment obligation, agreement or arrangement with other instrument relating to the borrowing of money by any person which Company Entity; (iv) any Contract that (A) requires payments individually in excess of Fifteen Thousand Dollars ($15,000) annually or in excess of Fifty Thousand Dollars ($50,000) over its term (including without limitation periods covered by any option to extend or renew by either party) and (B) is not terminable on thirty (30) days’ 30 days or less notice without cost penalty, (B) is over one year in length of obligation to any Company Entity, (C) involves an obligation of more than $50,000 over its term, (D) represents more than 10% of the revenue or other Liabilityexpense of any Company Entity in the year ended December 31, 2017, or (E) is a material master services or product supply agreement; (iiv) does not pay any person Contract for the lease or entity cash remuneration at sublease of the annual rate (including without limitation guaranteed bonuses) of more than Fifty Thousand ($50,000) for services renderedCompany Leased Real Property; (iiivi) is not restricted by agreement from carrying on its businesses any Contract incorporating any guaranty, any warranty, any sharing of liabilities or any part thereof anywhere indemnity (including any indemnity with respect to Intellectual Property or Intellectual Property Rights) or similar obligation, other than Contracts entered into in the world or from competing in any line ordinary course of business with any person or entitybusiness; (ivvii) is not subject any Contract for the license, sale or other disposition or use of Company IP (other than a shrink-wrap license or ordinary-course customer contracts granting a non-exclusive right and non-transferrable to use Company IP during the term of such agreement); (viii) any Contract imposing any restriction on the right or ability of any Company Entity (A) to compete with any other Person or (B) to solicit, hire or retain any Person as a director, officer, employee, consultant or independent contractor; (ix) any Contract imposing any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person or entityPerson; (vx) is not party to any agreement, contract, commitment or loan to which any of its directors, officers or shareholders or any Affiliate (or former Affiliate) thereof is a party; (vi) is not subject to any outstanding sales or purchase contractsContracts, commitments or proposals which is anticipated to that will result in any material loss upon completion or performance thereof;thereof after allowance for direct distribution expenses; or (viixi) is not party any Contract, the termination of which would reasonably be expected to any purchase or sale contract or agreement that calls for aggregate purchases or sales in excess over the course of such contract or agreement of Fifty Thousand Dollars ($50,000) or which continues for have a period of more than twelve months (including without limitation periods covered by any option to renew or extend by either party) which is not terminable on sixty (60) days’ or less notice without cost or other Liability at or any time after the Closing; and (viii) has no distributorship, dealer, manufacturer’s representative, franchise or similar sales contract relating to the payment of a commissionCompany Material Adverse Effect. (b) True and complete copies (or summaries, in the case of oral items) of all items agreements disclosed pursuant to this Section 3.22 2.11 or listed in Part 2.3(c) of the Company Disclosure Schedule (the “Material Company Contracts”) have been provided or made available to the Company Parent for review. Except as set forth in Schedule 3.22Part 2.11(b) of the Company Disclosure Schedule, all such items of the Material Company Contracts are valid and enforceable by and against the Target Company Entity party thereto in accordance with their respective terms, the Target and are in full force and effect. No Company Entity is not in breach, violation or default, however defined, default in the performance of any of its obligations thereunderunder any of the Material Company Contracts, and no facts and or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof; and to thereof by such Company Entity. To the best knowledge Knowledge of the TargetCompany, no other parties thereto are party to a Material Company Contract is in breach, violation or default, however defined, default thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereofthereof by such other party. No other party to a Material Company Contract (or any Contract with a customer or potential customer of the Company) has provided written notice to the Company of any plans, intentions or actions that would have an adverse and material effect on the scope of services to be provided by, or the availability of product or services being purchased by the Company (a “Company Adverse Contract Notice”).

Contracts and Commitments; No Default. (a) Except as set forth in Schedule 3.22, the Target: (i) has no written or oral contract, commitment, agreement or arrangement with any person which (A) requires payments individually in excess of Fifteen Twenty Five Thousand Dollars ($15,00025,000) annually or in excess of Fifty One Hundred Thousand Dollars ($50,000100,000) over its term (including without limitation periods covered by any option to extend or renew by either party) and (B) is not terminable on thirty (30) days’ ' or less notice without cost or other Liability; (ii) does not pay any person or entity cash remuneration at the annual rate (including without limitation guaranteed bonuses) of more than Fifty Thousand ($50,000) for services rendered; (iii) is not restricted by agreement from carrying on its businesses or any part thereof anywhere in the world or from competing in any line of business with any person or entity; (iv) is not subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person or entity; (v) is not party to any agreement, contract, commitment or loan to which any of its directors, officers or shareholders or any Affiliate (or former Affiliate) thereof is a party; (vi) is not subject to any outstanding sales or purchase contracts, commitments or proposals which is anticipated to result in any loss upon completion or performance thereof; (vii) is not party to any purchase or sale contract or agreement that calls for aggregate purchases or sales in excess over the course of such contract or agreement of Fifty One Hundred Thousand Dollars ($50,000100,000) or which continues for a period of more than twelve months (including without limitation periods covered by any option to renew or extend by either party) which is not terminable on sixty (60) days’ ' or less notice without cost or other Liability at or any time after the Closing; and (viii) has no distributorship, dealer, manufacturer’s 's representative, franchise or similar sales contract relating to the payment of a commission. (b) True and complete copies (or summaries, in the case of oral items) of all items disclosed pursuant to this Section 3.22 have been made available to the Company for review. Except as set forth in Schedule 3.22, all such items are valid and enforceable by and against the Target in accordance with their respective terms, the Target is not in breach, violation or default, however defined, in the performance of any of its obligations thereunder, and no facts and circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof; and to the best knowledge of the Target, no other parties thereto are in breach, violation or default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof.

Contracts and Commitments; No Default. (a) Except as set forth in Schedule 3.224.10, the TargetCompany: (i) has no written or oral contract, commitment, agreement or arrangement with any person which (A) requires payments individually in excess of Fifteen Twenty Five Thousand Dollars ($15,00025,000) annually or in excess of Fifty One Hundred Thousand Dollars ($50,000100,000) over its term (including without limitation periods covered by any option to extend or renew by either party) and (B) is not terminable on thirty (30) days’ ' or less notice without cost or other Liabilityliability; (ii) does not pay any person or entity cash remuneration at the annual rate (including without limitation guaranteed bonuses) of more than Fifty Thousand ($50,000) for services rendered; (iii) is not restricted by agreement from carrying on its businesses or any part thereof anywhere in the world or from competing in any line of business with any person or entity; (iv) is not subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person or entity; (v) is not party to any agreement, contract, commitment or loan to which any of its directors, officers or shareholders or any Affiliate (or former Affiliate) thereof is a party; (vi) is not subject to any outstanding sales or purchase contracts, commitments or proposals which is anticipated to result in any loss upon completion or performance thereof; (vii) is not party to any purchase or sale contract or agreement that calls for aggregate purchases or sales in excess over the course of such contract or agreement of Fifty One Hundred Thousand Dollars ($50,000100,000) or which continues for a period of more than twelve months (including without limitation periods covered by any option to renew or extend by either party) which is not terminable on sixty (60) days’ ' or less notice without cost or other Liability at or any time after the Closing; and (viii) has no distributorship, dealer, manufacturer’s 's representative, franchise or similar sales contract relating to the payment of a commission. (b) True and complete copies (or summaries, in the case of oral items) of all items disclosed pursuant to this Section 3.22 4.10 have been made available to the Company Target and the Selling Stockholders for review. Except as set forth in Schedule 3.224.10, all such items are valid and enforceable by and against the Target Company in accordance with their respective terms, the Target Company is not in breach, violation or default, however defined, in the performance of any of its obligations thereunder, and no facts and circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof; and to the best knowledge of the TargetCompany, no other parties thereto are in breach, violation or default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof.

Contracts and Commitments; No Default. (a) Except as set forth in Schedule 3.22the Disclosure Schedule, the TargetCompany: (i) has no written or oral contract, commitment, agreement or arrangement with any person or, to Company's knowledge, any oral contract, commitment, agreement or arrangement which (A) requires payments individually in excess of Fifteen Thousand Dollars ($15,000) 10,000 annually or in excess of Fifty Thousand Dollars ($50,000) 50,000 over its term (including without limitation periods covered by any option to extend or renew by either party) and (B) is not terminable on thirty (30) days’ ' or less notice without cost or other Liability; (ii) does not pay any person or entity cash remuneration at the annual rate (including without limitation guaranteed bonuses) of more than Fifty Thousand ($50,000) 50,000 for services rendered; (iii) is not restricted by agreement from carrying on its businesses or any part thereof anywhere in the world or from competing in any line of business with any person or entity; (iv) is not subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person or entity; (v) is not party to any agreement, contract, commitment or loan to which any of its directors, officers or shareholders or any Affiliate affiliate or associate (or former Affiliateaffiliate or associate) thereof is a party; (vi) is not subject to any outstanding sales or purchase contracts, commitments or proposals which is anticipated to will result in any loss upon completion or performance thereof; (vii) is not party to any purchase or sale contract or agreement that calls for aggregate purchases or sales in excess over the course of such contract or agreement of Fifty Thousand Dollars ($50,000) 25,000 or which continues for a period of more than twelve months (including without limitation periods covered by any option to renew or extend by either party) which is not terminable on sixty (60) days’ ' or less notice without cost or other Liability at or any time after the Closing; and (viii) has no distributorship, dealer, manufacturer’s 's representative, franchise or similar sales contract relating to the payment of a commission. (b) True and complete copies (or summaries, in the case of oral items) of all items disclosed pursuant to this Section 3.22 subsection 2.19 (a) have been made available to the Company Purchaser for review. Except as set forth in Schedule 3.22the Disclosure Schedule, all such items are valid and enforceable by and against the Target Company in accordance with their respective terms, the Target ; Company is not in breach, violation or default, however defined, in the performance of any of its obligations thereunder, and no facts and circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof; and and, to the best knowledge of the TargetCompany's knowledge, no other parties thereto are in a breach, violation or default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof.

Contracts and Commitments; No Default. (a) Except as set forth in Schedule 3.224.10 or in the SEC Reports, the TargetCompany: (i) has no written or oral contract, commitment, agreement or arrangement with any person which (A) requires payments individually in excess of Fifteen One Hundred Twenty Five Thousand Dollars ($15,000125,000) annually or in excess of Fifty Five Hundred Thousand Dollars ($50,000500,000) over its term (including without limitation periods covered by any option to extend or renew by either party) and (B) is not terminable on thirty (30) days’ or less notice without cost or other Liabilityliability; (ii) does not pay any person or entity cash remuneration at the annual rate (including without limitation guaranteed bonuses) of more than Fifty One Hundred Thousand ($50,000100,000) for services rendered; (iii) is not restricted by agreement from carrying on its businesses or any part thereof anywhere in the world or from competing in any line of business with any person or entity; (iv) is not subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person or entity; (v) is not party to any agreement, contract, commitment or loan to which any of its directors, officers or shareholders or any Affiliate (or former Affiliate) thereof is a party; (vi) is not subject to any outstanding sales or purchase contracts, commitments or proposals which is anticipated to result in any loss upon completion or performance thereof; (vii) is not party to any purchase or sale contract or agreement that calls for aggregate purchases or sales in excess over the course of such contract or agreement of Fifty One Hundred Thousand Dollars ($50,000100,000) or which continues for a period of more than twelve months (including without limitation periods covered by any option to renew or extend by either party) which is not terminable on sixty (60) days’ or less notice without cost or other Liability at or any time after the Closing; and (viii) has no distributorship, dealer, manufacturer’s representative, franchise or similar sales contract relating to the payment of a commission. (b) True and complete copies (or summaries, in the case of oral items) of all items disclosed pursuant to this Section 3.22 4.10 have been made available to the Company Target for review. Except as set forth in Schedule 3.224.10, all such items are valid and enforceable by and against the Target Company in accordance with their respective terms, the Target Company is not in breach, violation or default, however defined, in the performance of any of its obligations thereunder, and no facts and circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof; and to the best knowledge of the TargetCompany, no other parties thereto are in breach, violation or default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof.

Contracts and Commitments; No Default. (ai) Except as set forth in Schedule 3.22the Disclosure Schedule, the TargetSeller: (iA) has no does not have any written or oral contract, commitment, agreement or arrangement with any person or, to Seller's knowledge, any oral contract, commitment, agreement or arrangement which (A1) requires payments individually in excess of Fifteen Thousand Dollars ($15,000) 5,000 annually or in excess of Fifty Thousand Dollars ($50,000) 10,000 over its term (including without limitation periods covered by any option to extend or renew by either party) and (B2) is not terminable on thirty ninety (3090) days’ ' or less notice without cost or other Liabilityliability; (iiB) does not pay any person or entity cash remuneration at the annual rate (including without limitation guaranteed bonuses) of more than Fifty Forty Thousand Dollars ($50,00040,000) for services rendered; (iiiC) is not restricted by agreement from carrying on its their businesses or any part thereof anywhere in the world or from competing in any line of business with any person or entity; (ivD) is not subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person or entity; (vE) is not party to any agreement, contract, commitment or loan to which any of its directors, officers or shareholders or any Affiliate "affiliate" or "associate" (as defined in Rule 405 as promulgated under the Securities Act of 1933) (or former Affiliateaffiliate or associate) thereof is a party; (viF) is not subject to any outstanding sales or purchase contracts, commitments or proposals which is anticipated to will result in any loss upon completion or performance thereof; (viiG) is not a party to any purchase or sale contract or agreement that calls for aggregate purchases or sales in excess over the course of such contract or agreement of Fifty Ten Thousand Dollars ($50,00010,000) or which continues for a period of more than twelve (12) months (including without limitation periods covered by any option to renew or extend by either party) which is not terminable on sixty ninety (6090) days’ ' or less notice without cost or other Liability liability at or any time after the Closing; and; (viiiH) is not subject to any contract, commitment, agreement or arrangement with any "disqualified individual" (as defined in Section 280G(c) of the Code) which contains any severance or termination pay liabilities which would result in a disallowance of the deduction for any "excess parachute payment" (as defined in Section 280G(b)(1) of the Code) under Section 280G of the Code; or (I) has no any distributorship, dealer, manufacturer’s 's representative, franchise or similar sales contract relating to the payment of a commission. (bii) True and complete copies (or summariessummaries with all material terms and conditions, in the case of oral itemscontracts and commitments) of all items oral contracts and commitments in excess of Ten Thousand Dollars ($10,000) and written contracts and commitments in excess of Twenty Thousand Dollars ($20,000) disclosed pursuant to this Section 3.22 4(t)(i) have been made available to the Company Purchaser for review. Except as set forth in Schedule 3.22the Disclosure Schedule, all such items contracts and commitments are valid and enforceable by and against the Target Seller in all material respects in accordance with their respective terms, the Target ; Seller is not in breach, violation or default, however defined, in the performance of any of its obligations thereunder, and to the best of Seller's knowledge, no facts and circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof; and and, to the best knowledge of the TargetSeller's knowledge, no other parties thereto are in a breach, violation or default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereofthereof which would have a material adverse effect on the business and operations of Seller.

Contracts and Commitments; No Default. (a) Except as set forth in Schedule 3.22the Disclosure Schedule, the TargetCompany: (i) has no does not have any written or oral contract, lease (real or personal property), commitment, agreement agreement, or arrangement with any person which (A) requires payments individually in excess of Fifteen Thousand Dollars ($15,000) 25,000 annually or in excess of Fifty Thousand Dollars ($50,000) 50,000 over its term (including without limitation periods covered by any option to extend or renew by either party) and (B) is not terminable on thirty (30) days’ or less notice without cost or other Liability); (ii) does not pay any person (other than employees) or entity cash remuneration at the annual rate (including without limitation guaranteed bonuses) of more than Fifty Thousand ($50,000) 50,000 for services rendered; (iii) is not restricted by agreement from carrying on its businesses or any part thereof anywhere in the world or from competing in any line of business with any person or entityentity or in the use of any of its assets; (iv) is not subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person or entity; (v) is not party to any agreement, contract, commitment or loan to which any of its directors, officers or shareholders or any Affiliate (or former Affiliate) thereof is a party; (vi) is not subject to any outstanding sales or purchase contracts, commitments or proposals which is anticipated to result in any loss upon completion or performance thereof; (vii) is not party to any purchase or sale contract or agreement (including "take or pay" or exclusive supply agreements) that calls for aggregate purchases or sales in excess over the course of such contract or agreement of Fifty Thousand Dollars ($50,000) 50,000 or which continues for a period of more than twelve (12) months (including without limitation periods covered by any option to renew or extend by either party) which is not terminable on sixty thirty (6030) days’ ' or less notice without cost or other Liability liability at or any time after the Closing; andor (viiivi) has no distributorship, dealer, manufacturer’s representative, franchise or similar sales contract relating is not a party to the payment of a commissionany capitalized lease. (b) True and complete copies (or summaries, in the case of oral items) of all items disclosed pursuant to this Section 3.22 hereto (the "Contracts") have been made available provided to the Company Purchaser for review. Except as set forth in Schedule 3.22the Disclosure Schedule, all such items are valid and enforceable by and against the Target Company in accordance with their respective terms, the Target . Seller is not in breach, violation or default, however defined, in the performance of any of its obligations thereunder, and no facts and circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof; and to the best knowledge of the Target, no other parties thereto are in breach, violation or default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof.

Contracts and Commitments; No Default. (a) Except as set forth in Schedule 3.22, Section 2.17 of the TargetDisclosure Letter: (i) has no the Company does not have a written or oral contract, commitment, employment agreement or arrangement with any person which officer, employee or agent, or any agreement that contains any severance or termination pay liabilities, nor is the Company currently subject to any liabilities relating to severance, termination or vacation pay (A) requires payments individually in excess of Fifteen Thousand Dollars ($15,000) annually or in excess of Fifty Thousand Dollars ($50,000) over its term (including without limitation periods covered by any option to extend or renew by either party) and (B) is not terminable on thirty (30) days’ or less notice without cost or other Liabilityapart from normal vaca­tion allowances); (ii) the Company does not pay any person have collective bargaining or entity cash remuneration at the annual rate (including without limitation guaranteed bonuses) of more than Fifty Thousand ($50,000) for services renderedunion contracts; (iii) the Company is not restricted by agreement from carrying on its businesses business, or any part thereof thereof, anywhere in the world world, or from competing with any person in a line of business similar to any aspect of its business, nor is the Company the beneficiary of any agreement restricting any other person from carrying on its business, or any part thereof, or from competing with the Company in any line of business with any person or entitybusiness; (iv) the Company has no material debt obligation for borrowed money, including guarantees of or agreements to acquire any such debt obligation of others; (v) the Company is not subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person or entityentity whether under a loan agreement, note or otherwise; (vvi) the Company is not a party to any agreement, contract, commitment contract or loan to which any of its directorsofficers, officers directors or shareholders or any Affiliate (or former Affiliate) thereof affiliate of the Company is a party; (vivii) the Company is not subject a party to any outstanding material purchase, sales, license, distributor or maintenance agreements, other than those entered into in the ordinary course of business consistent with past practice; (viii) the Company is not a lessor under any lease intended as security, an owner participant in any leveraged lease transaction or a party to a vendor arrangement or conditional sales or purchase agreement; (ix) the Company has not given any power of attorney to any person for any purpose whatsoever; and (x) the Company is not a party to, nor is it subject to, any other material contracts, commitments or proposals agreements the performance of which is anticipated to result in any loss upon completion or performance thereof; (vii) is not party to any purchase or sale contract or agreement that calls for aggregate purchases or sales will involve consideration in excess over the course of such contract or agreement of Fifty Thousand Dollars ($50,000) or which continues for a period of more than twelve months (including without limitation periods covered by any option to renew or extend by either party) which is not terminable on sixty (60) days’ or less notice without cost or other Liability at or any time after the Closing; and (viii) has no distributorship, dealer, manufacturer’s representative, franchise or similar sales contract relating to the payment of a commission10,000.00. (b) True and complete copies (or summaries, in the case of oral items) of all items disclosed pursuant written documents (including all amendments thereto) referred to this in Section 3.22 2.17(a) have been delivered or made available to Purchaser prior to Closing. To the Company for review. Except as set forth knowledge of the Shareholders, (i) all contracts, commit­ments, licenses, agreements or restrictions referred to in Schedule 3.22, all such items Section 2.17(a) are valid and enforceable by and against the Target in accordance with their respective terms, ; (ii) the Target Company is not materially in breach, violation or default, however defined, default in the performance of any of its obligations thereunder, and ; (iii) no facts and circumstances exist which, event has occurred which (whether with the giving of due or without notice, lapse of time, or both, or the happening or the occurrence of any other event) would constitute such a breach, violation or default thereunder or thereofthereunder; and to the best knowledge of the Target, no (iv) all other parties thereto are not in breach, violation or default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or material default thereunder and have no counterclaims, offsets and defenses with respect thereto. All parties under such contracts, commitments, licenses, agreements or thereofrestrictions have consented (where such consent is necessary) to the consummation of the transactions contemplated by this Agreement.

Contracts and Commitments; No Default. (a) Except as set forth in Schedule 3.224.11, the TargetCompany: (i) has no written or oral contract, commitment, agreement or arrangement with any person which (A) requires payments individually in excess of Fifteen Thousand Dollars ($15,000) annually or in excess of Fifty Thousand Dollars ($50,000) over its term (including without limitation periods covered by any option to extend or renew by either party) and (B) is not terminable on thirty (30) days’ or less notice without cost or other Liabilityliability; (ii) does not pay any person or entity cash remuneration at the annual rate (including without limitation guaranteed bonuses) of more than Fifty Thousand ($50,000) for services rendered; (iii) is not restricted by agreement from carrying on its businesses or any part thereof anywhere in the world or from competing in any line of business with any person or entity; (iv) is not subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person or entity; (v) is not party to any agreement, contract, commitment or loan to which any of its directors, officers or shareholders or any Affiliate (or former Affiliate) thereof is a party; (vi) is not subject to any outstanding sales or purchase contracts, commitments or proposals which is anticipated to result in any loss upon completion or performance thereof; (vii) is not party to any purchase or sale contract or agreement that calls for aggregate purchases or sales in excess over the course of such contract or agreement of Fifty Thousand Dollars ($50,000) or which continues for a period of more than twelve months (including without limitation periods covered by any option to renew or extend by either party) which is not terminable on sixty (60) days’ or less notice without cost or other Liability at or any time after the Closing; and (viii) has no distributorship, dealer, manufacturer’s representative, franchise or similar sales contract relating to the payment of a commission. (b) True and complete copies (or summaries, in the case of oral items) of all items disclosed pursuant to this Section 3.22 4.11 have been made available to the Company Target and the Selling Stockholders for review. Except as set forth in Schedule 3.224.11, all such items are valid and enforceable by and against the Target Company in accordance with their respective terms, the Target Company is not in breach, violation or default, however defined, in the performance of any of its obligations thereunder, and no facts and circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof; and to the best knowledge of the TargetCompany, no other parties thereto are in breach, violation or default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof.

Contracts and Commitments; No Default. (a) Except as set forth in Schedule 3.224.10, the TargetCompany: (i) has no written or oral contract, commitment, agreement or arrangement with any person which (A) requires payments individually in excess of Fifteen Twenty Five Thousand Dollars ($15,00025,000) annually or in excess of Fifty One Hundred Thousand Dollars ($50,000100,000) over its term (including without limitation periods covered by any option to extend or renew by either party) and (B) is not terminable on thirty (30) days’ or less notice without cost or other Liabilityliability; (ii) does not pay any person or entity cash remuneration at the annual rate (including without limitation guaranteed bonuses) of more than Fifty Thousand ($50,000) for services rendered; (iii) is not restricted by agreement from carrying on its businesses or any part thereof anywhere in the world or from competing in any line of business with any person or entity; (iv) is not subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person or entity; (v) is not party to any agreement, contract, commitment or loan to which any of its directors, officers or shareholders or any Affiliate (or former Affiliate) thereof is a party; (vi) is not subject to any outstanding sales or purchase contracts, commitments or proposals which is anticipated to result in any loss upon completion or performance thereof; (vii) is not party to any purchase or sale contract or agreement that calls for aggregate purchases or sales in excess over the course of such contract or agreement of Fifty One Hundred Thousand Dollars ($50,000100,000) or which continues for a period of more than twelve months (including without limitation periods covered by any option to renew or extend by either party) which is not terminable on sixty (60) days’ or less notice without cost or other Liability at or any time after the Closing; and (viii) has no distributorship, dealer, manufacturer’s representative, franchise or similar sales contract relating to the payment of a commission. (b) True and complete copies (or summaries, in the case of oral items) of all items disclosed pursuant to this Section 3.22 4.10 have been made available to the Company Target and the Selling Stockholders for review. Except as set forth in Schedule 3.224.10, all such items are valid and enforceable by and against the Target Company in accordance with their respective terms, the Target Company is not in breach, violation or default, however defined, in the performance of any of its obligations thereunder, and no facts and circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof; and to the best knowledge of the TargetCompany, no other parties thereto are in breach, violation or default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof.

Contracts and Commitments; No Default. (a) Except as set forth in Schedule 3.22on Section 3.18(a) of the Shareholders' Disclosure Schedule, the TargetANS: (i) has no 1. does not have any written or oral contract, commitment, agreement or arrangement with any person which (A1) requires payments individually in excess of Fifteen Thousand Dollars ($15,000) 10,000 annually or in excess of Fifty Thousand Dollars ($50,000) 20,000 over its term (including without limitation periods covered by any option to extend or renew by either party) and (B2) is not terminable on thirty (30) days’ ' or less notice without cost or other Liabilityliability; (ii) 2. does not pay any person or entity cash remuneration at the annual rate (including without limitation guaranteed bonuses) of more than Fifty Thousand ($50,000) 10,000 for services renderedrendered as a consultant; (iii) 3. is not restricted by agreement from carrying on its businesses business or any part thereof anywhere in the world any geographical area or from competing in any line of business with any person or entity; (iv) 4. is not subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person or entity; (v) 5. is not party to any agreement, contract, commitment or loan requiring payments in excess of $20,000 over its term and not terminable by ANS on thirty (30) days' or less notice without cost or liability to which any of its directors, officers or shareholders any of the Shareholders or any Affiliate "affiliate" or "associate" (or former Affiliateas defined in Rule 405 as promulgated under the Securities Act of 1933) thereof is a party; (vi) 6. is not subject to any outstanding sales contract, commitment, agreement or purchase contracts, commitments arrangement with any "disqualified individual" (as defined in Section 280G(c) of the Code) which contains any severance or proposals termination pay liabilities which is anticipated to would result in a disallowance of the deduction for any loss upon completion or performance thereof; "excess parachute payment" (viias defined in Section 280G(b)(1) is not party to any purchase or sale contract or agreement that calls for aggregate purchases or sales in excess over of the course Code) under Section 280G of such contract or agreement of Fifty Thousand Dollars ($50,000) or which continues for a period of more than twelve months (including without limitation periods covered by any option to renew or extend by either party) which is not terminable on sixty (60) days’ or less notice without cost or other Liability at or any time after the ClosingCode; and (viii) has no 7. does not have any distributorship, dealer, manufacturer’s 's representative, franchise or similar sales contract relating to the payment of a commissioncommission by ANS. (b) True and complete copies (or summaries, in the case of oral items) of all items disclosed pursuant to this Section 3.22 3.18(a) have been made available to the Company Parent and its counsel for review. Except as set forth in Schedule 3.22under Section 3.18(b) on the Shareholders' Disclosure Schedule, to the knowledge of ANS and each of the Shareholders, all such items are valid and enforceable by and against ANS and the Target Shareholders, as the case may be, in accordance with their respective terms, ; neither ANS nor any of the Target Shareholders is not in breach, violation or default, however definedin any material respect, in the performance of any of its obligations thereunder, and no facts and or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default default, in any material respect, thereunder or thereof; and and, to the best knowledge of ANS and each of the TargetShareholders, no other parties thereto are in breach, violation or default, however definedin any material respect, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default in any material respect thereunder or thereof.

Contracts and Commitments; No Default. (ai) Except as set forth disclosed in Schedule 3.22the Disclosure Schedule, the TargetCompany: (iA) has Has no written or oral contract, commitment, agreement or arrangement with any person which (A1) requires payments individually from Company to an individual in excess of Fifteen Thousand Dollars ($15,000) 10,000 annually or in excess of Fifty Thousand Dollars ($50,000) 50,000 over its term (including without limitation periods covered by any option to extend or renew by either party) and (B2) is not terminable on thirty (30) days’ ' or less notice without cost or other Liabilityliability; (iiB) does Does not pay any person or entity cash remuneration at the annual rate (including without limitation guaranteed bonuses) of more than Fifty Thousand ($50,000) 50,000 for services rendered; (iiiC) is Is not restricted by agreement from carrying on its businesses or any part thereof anywhere in the world or from competing in any line of business with any person or entity; (ivD) is Is not subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person or entity; (vE) is Is not party to any agreement, contract, commitment or loan to which any of its directors, officers or shareholders stockholders or any Affiliate "affiliate" or "associate" (as defined in Rule 405 as promulgated under the Securities Act of 1933) (or former Affiliateaffiliate or associate) thereof is a party; (viF) is Is not subject to any outstanding sales or purchase contracts, commitments or proposals which is anticipated to will result in any loss upon completion or performance thereof; (viiG) is Is not party to any purchase or sale contract or agreement that calls for aggregate purchases by Company or sales in excess over the course of such contract or agreement of Fifty Thousand Dollars ($50,000) 25,000 or which continues for a period of more than twelve months (including without limitation periods covered by any option to renew or extend by either party) which is not terminable on sixty (60) days’ ' or less notice without cost or other Liability liability at or any time after the Closing; (H) Is not subject to any contract, commitment, agreement or arrangement with any "disqualified individual" (as defined in Section 280G(c) of the Code) which contains any severance or termination pay liabilities which would result in a disallowance of the deduction for any "excess parachute payment" (as defined in Section 280G(b)(1) of the Code) under Section 280G of the Code; and (viiiI) has Has no distributorship, dealer, manufacturer’s 's representative, franchise or similar sales contract relating to the payment of a commission. (bii) True and complete copies (or summaries, in the case of oral items) of all items disclosed pursuant to this Section 3.22 subsection 3(n)(i) have been made available to the Company Parent for review. Except as set forth disclosed in Schedule 3.22the Disclosure Schedule, all such items are valid and enforceable by and against the Target Company in accordance with their respective terms, the Target ; Company is not in breach, violation or default, however defined, in the performance of any of its obligations thereunder, and no facts and circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof; and to the best knowledge of the Target, no other parties thereto are in a breach, violation or default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof.

Contracts and Commitments; No Default. (a) Except as set forth in Schedule 3.22, the Target: (i) has no written or oral contract, commitment, agreement or arrangement with any person which (A) requires payments individually in excess of Fifteen Two Thousand Five Hundred Dollars ($15,0002,500) annually or in excess of Fifty Ten Thousand Dollars ($50,00010,000) over its term (including without limitation periods covered by any option to extend or renew by either party) and (B) is not terminable on thirty (30) days’ or less notice without cost or other Liability; (ii) does not pay any person or entity cash remuneration at the annual rate (including without limitation guaranteed bonuses) of more than Fifty Twenty Five Thousand ($50,00025,000) for services rendered; (iii) is not restricted by agreement from carrying on its businesses or any part thereof anywhere in the world or from competing in any line of business with any person or entity; (iv) is not subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person or entity; (v) is not party to any agreement, contract, commitment or loan to which any of its directors, officers or shareholders or any Affiliate (or former Affiliate) thereof is a party; (vi) is not subject to any outstanding sales or purchase contracts, commitments or proposals which is anticipated to result in any loss upon completion or performance thereof; (vii) is not party to any purchase or sale contract or agreement that calls for aggregate purchases or sales in excess over the course of such contract or agreement of Fifty Ten Thousand Dollars ($50,00010,000) or which continues for a period of more than twelve months (including without limitation periods covered by any option to renew or extend by either party) which is not terminable on sixty (60) days’ or less notice without cost or other Liability at or any time after the Closing; and (viii) has no distributorship, dealer, manufacturer’s representative, franchise or similar sales contract relating to the payment of a commission. (b) True and complete copies (or summaries, in the case of oral items) of all items disclosed pursuant to this Section 3.22 have been made available to the Company for review. Except as set forth in Schedule 3.22, all such items are valid and enforceable by and against the Target in accordance with their respective terms, the Target is not in breach, violation or default, however defined, in the performance of any of its obligations thereunder, and no facts and circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof; and to the best actual knowledge of the TargetTarget after due inquiry, no other parties thereto are in breach, violation or default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof, in each case which would have a material adverse effect on the Target or on the Target’s ability to consummate the transactions contemplated hereby.

Contracts and Commitments; No Default. (a) Except as set forth in Schedule 3.22, the Target: (i) has no written or oral contract, commitment, agreement or arrangement with any person which (A) requires payments individually in excess of Fifteen Twenty Five Thousand Dollars ($15,00025,000) annually or in excess of Fifty One Hundred Thousand Dollars ($50,000100,000) over its term (including without limitation periods covered by any option to extend or renew by either party) and (B) is not terminable on thirty (30) days’ or less notice without cost or other Liability; (ii) does not pay any person or entity cash remuneration at the annual rate (including without limitation guaranteed bonuses) of more than Fifty Thousand ($50,000) for services rendered; (iii) is not restricted by agreement from carrying on its businesses or any part thereof anywhere in the world or from competing in any line of business with any person or entity; (iv) is not subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person or entity; (v) is not party to any agreement, contract, commitment or loan to which any of its directors, officers or shareholders or any Affiliate (or former Affiliate) thereof is a party; (vi) is not subject to any outstanding sales or purchase contracts, commitments or proposals which is anticipated to result in any loss upon completion or performance thereof; (vii) is not party to any purchase or sale contract or agreement that calls for aggregate purchases or sales in excess over the course of such contract or agreement of Fifty One Hundred Thousand Dollars ($50,000100,000) or which continues for a period of more than twelve months (including without limitation periods covered by any option to renew or extend by either party) which is not terminable on sixty (60) days’ or less notice without cost or other Liability at or any time after the Closing; and (viii) has no distributorship, dealer, manufacturer’s representative, franchise or similar sales contract relating to the payment of a commission. (b) True and complete copies (or summaries, in the case of oral items) of all items disclosed pursuant to this Section 3.22 have been made available to the Company for review. Except as set forth in Schedule 3.22, all such items are valid and enforceable by and against the Target in accordance with their respective terms, the Target is not in breach, violation or default, however defined, in the performance of any of its obligations thereunder, and no facts and circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof; and to the best knowledge of the Target, no other parties thereto are in breach, violation or default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof.

Contracts and Commitments; No Default. (a) Except as set forth in Schedule 3.22on the Disclosure Schedule, the TargetCompany: (i) has no does not have any written or oral contract, commitment, agreement or arrangement with any person which (A1) requires payments individually in excess of Fifteen Thousand Dollars ($15,000) 50,000 annually or in excess of Fifty Thousand Dollars ($50,000) 75,000 over its term (including without limitation periods covered by any option to extend or renew by either party) and (B2) is not terminable on thirty (30) days’ or less notice without cost or other Liabilityliability; (ii) does not pay any person or entity cash remuneration at the annual rate (including without limitation guaranteed bonuses) of more than Fifty Thousand ($50,000) 75,000 for services renderedrendered as a consultant; (iii) is not restricted by agreement from carrying on its businesses business or any part thereof anywhere in the world any geographical area or from competing in any line of business with any person or entity; (iv) is not subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person or entity; (v) is not party to any agreement, contract, commitment or loan requiring payments in excess of $750,000 over its term and not terminable by the Company on thirty (30) days’ or less notice without cost or liability to which any of its directors, officers or shareholders the Seller or any Affiliate “affiliate” or “associate” (or former Affiliateas defined in Rule 405 as promulgated under the Securities Act of 1933) thereof is a party; (vi) is not subject to any outstanding sales contract, commitment, agreement or purchase contracts, commitments arrangement with any “disqualified individual” (as defined in Section 280G(c) of the Code) which contains any severance or proposals termination pay liabilities which is anticipated to would result in a disallowance of the deduction for any loss upon completion or performance thereof;“excess parachute payment” (as defined in Section 280G(b)(1) of the Code) under Section 280G of the Code; and (vii) is does not party to have any purchase or sale contract or agreement that calls for aggregate purchases or sales in excess over the course of such contract or agreement of Fifty Thousand Dollars ($50,000) or which continues for a period of more than twelve months (including without limitation periods covered by any option to renew or extend by either party) which is not terminable on sixty (60) days’ or less notice without cost or other Liability at or any time after the Closing; and (viii) has no distributorship, dealer, manufacturer’s representative, franchise or similar sales contract relating to the payment of a commissioncommission by the Company. (b) True and complete copies (or summaries, in the case of oral items) of all items disclosed pursuant to this Section 3.22 2.16(a) have been made available to the Company Purchaser for review. Except as set forth in Schedule 3.22on the Disclosure Schedule, to the knowledge of the Company and the Seller, all such items are valid and enforceable by and against the Target Company in accordance with their respective terms, ; the Target Company is not in breach, violation or default, however definedin any material respect, in the performance of any of its material obligations thereunder, and no facts and or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a material breach, violation or default default, in any material respect, thereunder or thereof; and and, to the best knowledge of the TargetCompany and the Seller, no other parties thereto are in breach, violation or default, however definedin any material respect, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default in any material respect thereunder or thereof.

Contracts and Commitments; No Default. (a) Except as set forth in Schedule 3.22, the Target:3.20(a): ---------------- (i) BAC has no written or oral contract, commitment, employment agreement or arrangement with any person which (A) requires payments individually in excess of Fifteen Thousand Dollars ($15,000) annually officer, employee or in excess of Fifty Thousand Dollars ($50,000) over its term (including without limitation periods covered by agent, nor any option to extend agreement that contains any severance or renew by either party) and (B) is not terminable on thirty (30) days’ termination pay Liabilities or less notice without cost or other Liabilityobligations; (ii) does not pay any person BAC has no collective bargaining or entity cash union contracts or agreements; (iii) BAC has no employee to whom it is paying aggregate direct remuneration at the annual rate (including without limitation guaranteed bonuses) of more than Fifty Twenty-Five Thousand Dollars ($50,00025,000) for services renderedrendered or commissions at a rate, which based on sales by such employee during the last fiscal year, would exceed Twenty-Five Thousand Dollars ($25,000); (iiiiv) BAC is not restricted by agreement from carrying on its businesses business or any part thereof anywhere in the world or from competing in any line of business with any person or entityPerson; (ivv) BAC has no obligation for borrowed money, including guarantees of or agreements to acquire any such debt obligation of others; (vi) BAC has no outstanding loan to any Person; (vii) BAC has no Liability as guarantor, surety, co-signer, endorser, co-maker, indemnitor or otherwise in respect of the obligation of any other Person; (viii) BAC is not subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person Person whether under a loan agreement, note or entityotherwise; (vix) BAC is not a party to any agreement, contract, commitment or loan to which any of its directors, officers officer or shareholders director or any Affiliate (or former Affiliate) thereof Associate of BAC or its officers and directors is a party; (vix) BAC is not subject to any outstanding sales or purchase contracts, commitments or proposals which is anticipated to result in any loss upon completion or performance thereof; (vii) is not a party to any purchase or sale contract or agreement that calls for aggregate purchases or sales in excess over the course of such contract or agreement of Fifty Thousand Dollars ($50,000) or which continues for a period of more than twelve months (including without limitation periods covered by any option to renew or extend by either party); (xi) which BAC is not terminable on sixty a lessor under any lease, lease intended as security, an owner participant in any leveraged lease transaction or party to a vendor arrangement or conditional sales agreement; (60xii) days’ BAC has not given any irrevocable power of attorney to any Person for any purpose whatsoever, except the appointment of agents to accept service of process; (xiii) There are no outstanding sales or less notice without cost purchase contracts, commitments or other Liability at proposals of BAC that will result in any loss exceeding Five Thousand Dollars ($5,000.00) upon completion or any time performance thereof, after the Closingallowance for direct distribution expenses; and (viiixiv) Except for agreements, contracts, commitments or restrictions referred to in subsections 3.20(a)(i)-(xiii) or elsewhere ----------------------------- specifically disclosed pursuant to this Agreement, BAC has no distributorshipagreements, dealercontracts, manufacturer’s representativecommitments or restrictions that are material to its business, franchise operations or similar sales contract relating to prospects (for the payment purpose of a commissionthis subsection, any agreement, contract, commitment or restriction may be deemed "immaterial" if it may be canceled on thirty (30) days' notice without premium, penalty or forfeiture and it calls for fixed and/or contingent payments thereunder of less than $5,000 per year). (b) True and complete copies (or summaries, in the case of oral items) of all items disclosed pursuant documents (including all amendments thereto) referred to this in Section 3.22 3.20(a) have been made available delivered to the Company for reviewCAIS. Except as set forth in Schedule 3.22, all such items are valid and enforceable by and against the Target in accordance with their respective terms, the Target is not in breach, violation or default, however defined, in the performance of any of its obligations thereunder, and no facts and circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof; and to the best knowledge of the Target, no other parties thereto are in breach, violation or default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof.--------------- -------- 3.20

Contracts and Commitments; No Default. (a) Except as set forth in Schedule 3.22, the TargetDing Dong: (ia) has no written or oral contract, commitment, agreement or arrangement with any person which (A) requires payments individually in excess of Fifteen Twenty Five Thousand Dollars ($15,00025,000) annually or in excess of Fifty One Hundred Thousand Dollars ($50,000100,000) over its term (including without limitation periods covered by any option to extend or renew by either party) and (B) is not terminable on thirty (30) days’ or less notice without cost or other Liability; (iib) does not pay any person or entity cash remuneration at the annual rate (including without limitation guaranteed bonuses) of more than Fifty Thousand ($50,000) for services rendered; (iiic) is not restricted by agreement Plan from carrying on its businesses or any part thereof anywhere in the world or from competing in any line of business with any person or entity; (ivd) is not subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person or entity; (ve) is not party to any agreementplan, contract, commitment or loan to which any of its directors, officers or shareholders or any Affiliate (or former Affiliate) thereof is a party; (vif) is not subject to any outstanding sales or purchase contracts, commitments or proposals which is anticipated to result in any loss upon completion or performance thereof; (viig) is not party to any purchase or sale contract or agreement Plan that calls for aggregate purchases or sales in excess over the course of such contract or agreement Plan of Fifty One Hundred Thousand Dollars ($50,000100,000) or which continues for a period of more than twelve months (including without limitation periods covered by any option to renew or extend by either party) which is not terminable on sixty (60) days’ or less notice without cost or other Liability at or any time after the Closing; and (viiih) has no distributorship, dealer, manufacturer’s representative, franchise or similar sales contract relating to the payment of a commission. (b) True and complete copies (or summaries, in the case of oral items) of all items disclosed pursuant to this Section 3.22 have been made available to the Company for review. Except as set forth in Schedule 3.22, all such items are valid and enforceable by and against the Target in accordance with their respective terms, the Target is not in breach, violation or default, however defined, in the performance of any of its obligations thereunder, and no facts and circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof; and to the best knowledge of the Target, no other parties thereto are in breach, violation or default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof.

Contracts and Commitments; No Default. (a) Except as set forth in Schedule 3.22on Section 5.18 of the Parent Disclosure Schedule, the TargetParent: (i) has no does not have any written or oral contract, lease (real or personal property), commitment, agreement agreement, or arrangement with any person which (Aa) requires payments individually in excess of Fifteen Thousand Dollars ($15,000) 25,000 annually or in excess of Fifty Thousand Dollars ($50,000) 100,000 over its term (including without limitation periods covered by any option to extend or renew by either party) and (Bb) is not terminable on thirty (30) days’ ' or less notice without cost or other Liabilityliability at any time after the date hereof; (ii) does not pay any person or entity cash remuneration at the annual rate (including without limitation guaranteed bonuses) of more than Fifty Thousand ($50,000) 100,000 for services rendered; (iii) is not restricted by agreement from carrying on its businesses or any part thereof anywhere in the world or from competing in any line of business with any person or entityentity or in the use of any of its assets; (iv) is not subject to any obligation or requirement to provide funds to to, or make any investment (in the form of a loan, capital contribution or otherwise) in in, any person or entity; (v) is not a party to any agreement, contract, commitment or loan to which any of its directors, officers or shareholders stockholders or any Affiliate "affiliate" or "associate" (as defined in Rule 405 as promulgated under the Securities Act ) (or former Affiliateaffiliate or associate) thereof is a party; (vi) is not subject to any outstanding sales or purchase contracts, commitments or proposals which is anticipated to will result in any loss upon completion or performance thereofthereof after allowance for direct distribution expenses, nor are there any outstanding contracts, bids, sales or service proposals quoting prices which are not reasonably expected to result in a normal profit; (vii) is not a party to any purchase or sale contract or agreement (including "take or pay" or exclusive supply agreements) that calls for aggregate purchases or sales in excess over the course of such contract or agreement of Fifty Thousand Dollars ($50,000) 25,000 or which continues for a period of more than twelve (12) months (including without limitation periods covered by any option to renew or extend by either party) which is not terminable on sixty thirty (6030) days’ ' or less notice without cost or other Liability liability at or any time after the Closing; and; (viii) is not subject to any contract, commitment, agreement or arrangement with any "disqualified individual" (as defined in Section 280G(c) of the Code) which contains any severance or termination pay liabilities which would result in a disallowance of the deduction for any "excess parachute payment" (as defined in Section 280G(b)(1) of the Code) under Section 280G of the Code; (ix) has no distributorshipoutstanding contracts with officers, dealeremployees, consultants, advisors, sales representatives, manufacturer’s 's representative, franchise distributors or similar sales contract relating to dealers that are not cancelable by it on notice of not longer than thirty (30) days and without liability, penalty or premium or any agreement or arrangement providing for the payment of a commission.any bonus or commission based upon sales or earnings; (bx) True and complete copies is not a party to any capitalized lease; or (xi) is not a party to any federal supply schedule contract or summariesother contract with any federal, in the case of oral items) of all items disclosed pursuant to this Section 3.22 have been made available to the Company for reviewstate or local governments. Except as set forth in Schedule 3.22, on Section 5.18 of the Parent Disclosure Schedule: (A) all such items are valid and enforceable by and against binding on Parent and, to the Target in accordance with their respective termsKnowledge of Parent, the Target other parties thereto; (B) Parent is not in material breach, violation or default, however defined, in the performance of any of its obligations thereunder, thereunder and no facts and circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof; and (C) to the best knowledge Knowledge of the TargetParent, no other parties thereto are in breach, violation or default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof.

Contracts and Commitments; No Default. (a) Except as set forth in Schedule 3.224.10, the TargetCompany: (i) has no written or oral contract, commitment, agreement or arrangement with any person which (A) requires payments individually in excess of Fifteen Twenty Five Thousand Dollars ($15,00025,000) annually or in excess of Fifty One Hundred Thousand Dollars ($50,000100,000) over its term (including without limitation periods covered by any option to extend or renew by either party) and (B) is not terminable on thirty (30) days’ or less notice without cost or other Liabilityliability; (ii) does not pay any person or entity cash remuneration at the annual rate (including without limitation guaranteed bonuses) of more than Fifty Thousand ($50,000) for services rendered; (iii) is not restricted by agreement from carrying on its businesses or any part thereof anywhere in the world or from competing in any line of business with any person or entity; (iv) is not subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person or entity; (v) is not party to any agreement, contract, commitment or loan to which any of its directors, officers or shareholders or any Affiliate (or former Affiliate) thereof is a party; (vi) is not subject to any outstanding sales or purchase contracts, commitments or proposals which is anticipated to result in any loss upon completion or performance thereof; (vii) is not party to any purchase or sale contract or agreement that calls for aggregate purchases or sales in excess over the course of such contract or agreement of Fifty One Hundred Thousand Dollars ($50,000100,000) or which continues for a period of more than twelve months (including without limitation periods covered by any option to renew or extend by either party) which is not terminable on sixty (60) days’ or less notice without cost or other Liability at or any time after the Closing; and (viii) has no distributorship, dealer, manufacturer’s representative, franchise or similar sales contract relating to the payment of a commission. (b) True and complete copies (or summaries, in the case of oral items) of all items disclosed pursuant to this Section 3.22 4.10 have been made available to the Company Target and the Target Stockholders for review. Except as set forth in Schedule 3.224.10, all such items are valid and enforceable by and against the Target Company in accordance with their respective terms, the Target Company is not in breach, violation or default, however defined, in the performance of any of its obligations thereunder, and no facts and circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof; and to the best knowledge of the TargetCompany, no other parties thereto are in breach, violation or default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof.

Contracts and Commitments; No Default. (a) Except as for contracts, commitments, plans, agreements, licenses, leases, sales orders, purchase orders and other matters (written or oral) set forth in Schedule 3.22, Section 5.17 of the TargetDisclosure Schedule: (i) has no written or oral contract, commitment, The Company does not have an employment agreement or arrangement with any person which officer, employee or agent, or any agreement that contains any severance or termination pay liabilities or obligations, nor is the Company subject to any liabilities or obligations relating to severance, termination or vacation pay (A) requires payments individually in excess of Fifteen Thousand Dollars ($15,000) annually or in excess of Fifty Thousand Dollars ($50,000) over its term (including without limitation periods covered by any option to extend or renew by either party) and (B) is not terminable on thirty (30) days’ or less notice without cost or other Liabilityapart from normal vacation allowances); (ii) The Company does not pay any person have collective bargaining or entity cash remuneration at the annual rate (including without limitation guaranteed bonuses) of more than Fifty Thousand ($50,000) for services renderedunion contracts or agreements; (iii) The Company is not restricted by agreement from carrying on its businesses business, or any part thereof thereof, anywhere in the world world, or from competing with any Person in a line of business similar to any aspect of its business, nor is the Company the beneficiary of any agreement restricting any other Person from carrying on its business, or any part thereof, or from competing with the Company in any line of business with any person or entitybusiness; (iv) The Company does not have any debt obligation for borrowed money, including guarantees of or agreements to acquire any such debt obligation of others; (v) The Company is not subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person Person whether under a loan agreement, note or entityotherwise; (vvi) The Company is not a party to any agreement, contract, commitment or loan to which any of its directorsofficers, officers directors or shareholders stockholders or any Affiliate (or former Affiliate) thereof Associate of the Company is a party; (vivii) The Company is not subject to any outstanding sales or purchase contracts, commitments or proposals which is anticipated to result in any loss upon completion or performance thereof; (vii) is not a party to any purchase or sale contract or agreement that calls for aggregate purchases or sales in excess over the course of such contract or agreement of Fifty Thousand Dollars ($50,000) or which continues for a period of more than twelve months (including without limitation periods covered by any option to renew or extend by either party); (viii) which The Company is not terminable on sixty a lessor under any lease intended as security, an owner participant in any leveraged lease transaction or a party to a vendor arrangement or conditional sales agreement; (60ix) days’ The Company has not given any power of attorney to any Person for any purpose whatsoever; (x) To the knowledge of the Company, there are no outstanding sales or less notice without cost purchase contracts, commitments or other Liability at proposals of the Company that will result in any loss upon completion or any time performance thereof, after the Closingallowance for direct expenses; and (viiixi) has no distributorshipThe Company is not a party to, dealernor is it subject to, manufacturer’s representativeany other material agreements, franchise contracts, commitments or similar sales contract relating to the payment of a commissionrestrictions. (b) True and complete copies (or summaries, in the case of oral items) of all items disclosed pursuant documents (including all amendments thereto) referred to this in Section 3.22 5.17(a) have been made available delivered to Parent. Section 5.17 of the Disclosure Schedule contains a list of all employees of the Company for reviewand their annual compensation and job descriptions. Except as set forth All contracts, agreements, commitments or restrictions referred to in Schedule 3.22, all such items Section 5.17(a) are valid and enforceable by and against the Target in accordance with their respective terms, the Target . The Company is not materially in breach, violation or default, however defined, default in the performance of any of its obligations thereunder, and ; no facts and circumstances exist which, event has occurred which (whether with the giving of due or without notice, lapse of time, or both, or the happening or the occurrence of any other event) would constitute such a breach, violation or default thereunder or thereofthereunder; all parties under such contracts and agreements have consented (where such consent is necessary) to the consummation of the transactions contemplated by this Agreement; and to the best knowledge of the TargetCompany's knowledge, no all other parties thereto are not in breach, violation or default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or material default thereunder or thereofand have no counterclaims, offsets and defenses with respect thereto.

Contracts and Commitments; No Default. (a) Except as set forth in Schedule 3.22Section 2.15 of the Disclosure Schedule, the TargetCompany: (i) has no written or oral contract, commitment, agreement or arrangement with any person or, to the Company’s knowledge, any oral contract, commitment, agreement or arrangement which (A1) requires payments individually in excess of Fifteen Thousand Dollars ($15,000) 10,000 annually or in excess of Fifty Thousand Dollars ($50,000) 50,000 over its term (including without limitation periods covered by any option to extend or renew by either party) and (B2) is not terminable on thirty (30) days’ or less notice without cost or other Liability; (ii) does not pay any person or entity cash remuneration at the annual rate (including without limitation guaranteed bonuses) of more than Fifty Thousand ($50,000) 50,000 for employment or consulting services rendered; (iii) is not restricted by agreement from carrying on its businesses or any part thereof anywhere in the world or from competing in any line of business with any person or entity; (iv) is not subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person or entity; (v) is not party to any agreement, contract, commitment or loan to which any of its directors, officers or shareholders or any Affiliate “affiliate” or “associate” (as defined in Rule 405 as promulgated under the Securities Act of 1933) (or former Affiliateaffiliate or associate) thereof is a party; (vi) is not subject to any outstanding sales or purchase contracts, commitments or proposals which is anticipated to result in any loss upon completion or performance thereof; (vii) is not party to any purchase or sale contract or agreement that calls for aggregate purchases or sales in excess over the course of such contract or agreement of Fifty Thousand Dollars ($50,000) 25,000 or which continues for a period of more than twelve months (including without limitation periods covered by any option to renew or extend by either party) which is not terminable on sixty (60) days’ or less notice without cost or other Liability at or any time after the Closing; (vii) is not subject to any contract, commitment, agreement or arrangement with any “disqualified individual” (as defined in Section 280G(c) of the Code) which contains any severance or termination pay liabilities which would result in a disallowance of the deduction for any “excess parachute payment” (as defined in Section 280G(b)(1) of the Code) under Section 280G of the Code; and (viii) has no distributorship, dealer, manufacturer’s representative, franchise or similar sales contract relating to the payment of a commission. Each contract, agreement, instrument, license, commitment, loan, restriction and other arrangement set forth on Section 2.15 of the Disclosure Schedule shall be referred to as a “Material Contract” and shall be collectively referred to as the “Material Contracts.” (b) True To the knowledge of the Company, true and complete copies (or summaries, in the case of oral items) of all items disclosed pursuant to this Section 3.22 Material Contracts have been made available to the Company Purchaser for review. Except as set forth in Section 2.15 of the Disclosure Schedule 3.22to the knowledge of the Company, all such items Material Contracts are valid and enforceable by and against the Target Company in accordance with their respective terms, ; the Target Company is not in material breach, violation or default, however defined, in the performance of any of its obligations thereunder, and and, to the knowledge of the Company, no facts and circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a material breach, violation or default thereunder or thereof; and and, to the best knowledge of the TargetCompany’s knowledge, no other parties thereto are in a breach, violation or default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof.

Contracts and Commitments; No Default. (a) Except as set forth in Schedule 3.224.10, the TargetCompany: (i) has no written or oral contract, commitment, agreement or arrangement with any person which (A) requires payments individually in excess of Fifteen Thousand Dollars ($15,000) annually or in excess of Fifty Thousand Dollars ($50,000) over its term (including without limitation periods covered by any option to extend or renew by either party) and (B) is not terminable on thirty (30) days’ or less notice without cost or other Liabilityliability; (ii) does not pay any person or entity cash remuneration at the annual rate (including without limitation guaranteed bonuses) of more than Fifty Thousand ($50,000) for services rendered; (iii) is not restricted by agreement from carrying on its businesses or any part thereof anywhere in the world or from competing in any line of business with any person or entity; (iv) is not subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person or entity; (v) is not party to any agreement, contract, commitment or loan to which any of its directors, officers or shareholders or any Affiliate (or former Affiliate) thereof is a party; (vi) is not subject to any outstanding sales or purchase contracts, commitments or proposals which is anticipated to result in any loss upon completion or performance thereof; (vii) is not party to any purchase or sale contract or agreement that calls for aggregate purchases or sales in excess over the course of such contract or agreement of Fifty Thousand Dollars ($50,000) or which continues for a period of more than twelve months (including without limitation periods covered by any option to renew or extend by either party) which is not terminable on sixty (60) days’ or less notice without cost or other Liability at or any time after the Closing; and (viii) has no distributorship, dealer, manufacturer’s representative, franchise or similar sales contract relating to the payment of a commission. (b) True and complete copies (or summaries, in the case of oral items) of all items disclosed pursuant to this Section 3.22 4.10 have been made available to the Company Target and the Selling Stockholders for review. Except as set forth in Schedule 3.224.10, all such items are valid and enforceable by and against the Target Company in accordance with their respective terms, the Target Company is not in breach, violation or default, however defined, in the performance of any of its obligations thereunder, and no facts and circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof; and to the best knowledge of the TargetCompany, no other parties thereto are in breach, violation or default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof.

Contracts and Commitments; No Default. (a) Except as set forth in Schedule 3.22, the TargetSection 5.21 hereto: (i) The Company has no written or oral contract, commitment, employment agreement or arrangement with any person which (A) requires payments individually in excess of Fifteen Thousand Dollars ($15,000) annually officer, employee or in excess of Fifty Thousand Dollars (agent, nor any agreement that contains any severance or termination pay liabilities or obligations greater than $50,000) over its term (including without limitation periods covered by any option to extend or renew by either party) and (B) is not terminable on thirty (30) days’ or less notice without cost or other Liability; (ii) does not pay any person The Company has no collective bargaining or entity cash union contracts or agreements; (iii) The Company has no employee to whom it is paying aggregate direct remuneration at the annual rate (including without limitation guaranteed bonuses) of more than Fifty Thousand ($50,000) 100,000 for services renderedrendered or commissions at a rate, which based on sales by such employee during the last fiscal year, would exceed $100,000; (iiiiv) The Company is not restricted by agreement from carrying on its businesses business or any part thereof anywhere in the world or from competing in any line of business with any person or entityPerson; (ivv) The Company has no debt obligation for borrowed money, including guarantees of or agreements to acquire any such debt obligation of others; (vi) The Company has no outstanding loan to any Person; (vii) The Company has no obligation or liability as guarantor, surety, co-signer, endorser, co-maker, indemnitor or otherwise in respect of the obligation of any other Person; (viii) The Company is not subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person Person whether under a loan agreement, note or entityotherwise; (vix) The Company is not a party to any agreement, contract, commitment or loan to which any of its directors, officers or shareholders directors or any Affiliate (affiliate or former Affiliate) thereof associate of the Company or its officers and directors is a partyparty (other than employment, restricted stock, stock option or severance agreements; (vix) The Company is not subject to any outstanding sales or purchase contracts, commitments or proposals which is anticipated to result in any loss upon completion or performance thereof; (vii) is not a party to any purchase or sale contract or agreement that calls for aggregate purchases or sales in excess over the course of such contract or agreement of Fifty Thousand Dollars ($50,000) or which continues for a period of more than twelve months (including without limitation periods covered by any option to renew or extend by either party) which and involves fixed or contingent payments in excess of $50,000 per year; (xi) The Company is not terminable on sixty a lessor under any lease, lease intended as security, an owner participant in any leveraged lease transaction or party to a vendor arrangement or conditional sales agreement; (60xii) days’ or less notice without cost The Company has not given any irrevocable power of attorney to any person, firm, corporation or other Liability at entity for any purpose whatsoever, except the appointment of agents to accept service of process; (xiii) There are no outstanding sales or purchase contracts, commitments or proposals of the Company that the Company believes will result in any time loss exceeding $50,000.00 upon completion or performance thereof, after the Closingallowance for direct distribution expenses; and (viiixiv) Except for agreements, contracts, commitments or restrictions referred to in Sections 5.21(a)(i) through (xiii) hereof or elsewhere specifically disclosed pursuant to this Agreement, the Company has no distributorshipagreements, dealercontracts, manufacturer’s representativecommitments or restrictions that are material to its business, franchise operations or similar sales contract relating to prospects (for the payment purpose of a commissionthis subsection, any agreement, contract, commitment or restriction may be deemed "immaterial" if it may be canceled in thirty (30) days' notice without premium, penalty or forfeiture or if it calls for fixed and/or contingent payments thereunder of less than $50,000 per year). (b) True and complete copies (or summaries, in the case of oral items) of all items disclosed pursuant written documents (including all amendments thereto) and summaries of all material terms of all oral contracts that involve fixed or contingent payments (whether to this or by the Company) in excess of $250,000 referred to in Section 3.22 5.21(a) hereto have been made available delivered to the Company for reviewParent. Except as set forth All contracts, agreements, commitments or restrictions referred to in Schedule 3.22, all such items Section 5.21(a) hereto are valid and enforceable by and against the Target in accordance with their respective terms, the Target Company is not in breach, violation or default, however defined, default in the performance of any of its obligations thereunder, and no facts and circumstances exist which, event of default has occurred which (whether with the giving of due or without notice, lapse of time, or both, or the happening or the occurrence of any other event) would constitute such a breach, violation or default thereunder or thereof; and to the best knowledge of the Target, no Company all other parties thereto are not in breach, violation or default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereofand have no counterclaims, offsets and defenses with respect thereto.

Contracts and Commitments; No Default. (a) Except as set forth in Schedule 3.224.10 or in the SEC Reports, the TargetCompany: (i) has no written or oral contract, commitment, agreement or arrangement with any person which (A) requires payments individually in excess of Fifteen Twenty Five Thousand Dollars ($15,00025,000) annually or in excess of Fifty One Hundred Thousand Dollars ($50,000100,000) over its term (including without limitation periods covered by any option to extend or renew by either party) and (B) is not terminable on thirty (30) days’ or less notice without cost or other Liabilityliability; (ii) does not pay any person or entity cash remuneration at the annual rate (including without limitation guaranteed bonuses) of more than Fifty One Hundred Thousand ($50,000100,000) for services rendered; (iii) is not restricted by agreement from carrying on its businesses or any part thereof anywhere in the world or from competing in any line of business with any person or entity; (iv) is not subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person or entity; (v) is not party to any agreement, contract, commitment or loan to which any of its directors, officers or shareholders or any Affiliate (or former Affiliate) thereof is a party; (vi) is not subject to any outstanding sales or purchase contracts, commitments or proposals which is anticipated to result in any loss upon completion or performance thereof; (vii) is not party to any purchase or sale contract or agreement that calls for aggregate purchases or sales in excess over the course of such contract or agreement of Fifty One Hundred Thousand Dollars ($50,000100,000) or which continues for a period of more than twelve months (including without limitation periods covered by any option to renew or extend by either party) which is not terminable on sixty (60) days’ or less notice without cost or other Liability at or any time after the Closing; and (viii) has no distributorship, dealer, manufacturer’s representative, franchise or similar sales contract relating to the payment of a commission. (b) True and complete copies (or summaries, in the case of oral items) of all items disclosed pursuant to this Section 3.22 4.10 have been made available to the Company Target and the Selling Stockholders for review. Except as set forth in Schedule 3.224.10, all such items are valid and enforceable by and against the Target Company in accordance with their respective terms, the Target Company is not in breach, violation or default, however defined, in the performance of any of its obligations thereunder, and no facts and circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof; and to the best knowledge of the TargetCompany, no other parties thereto are in breach, violation or default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof.

Contracts and Commitments; No Default. (a) Except as set forth in Schedule 3.22the Disclosure Schedule, the TargetCompany: (i) has no written or oral contract, commitment, agreement or arrangement with any person or, to the Company's knowledge, any oral contract, commitment, agreement or arrangement which (A) requires payments individually in excess of Fifteen Thousand Dollars ($15,000) 10,000 annually or in excess of Fifty Thousand Dollars ($50,000) 50,000 over its term (including without limitation periods covered by any option to extend or renew by either party) and (B) is not terminable on thirty (30) days’ ' or less notice without cost or other Liability; (ii) does not pay any person or entity cash remuneration at the annual rate (including without limitation guaranteed bonuses) of more than Fifty Thousand ($50,000) 50,000 for services rendered; (iii) is not restricted by agreement from carrying on its businesses or any part thereof anywhere in the world or from competing in any line of business with any person or entity; (iv) is not subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person or entity; (v) is not party to any agreement, contract, commitment or loan to which any of its directors, officers or shareholders or any Affiliate or Associate (or former AffiliateAffiliate or Associate) thereof is a party; (vi) is not subject to any outstanding sales or purchase contracts, commitments or proposals which is anticipated to result in any loss upon completion or performance thereof; (vii) is not party to any purchase or sale contract or agreement that calls for aggregate purchases or sales in excess over the course of such contract or agreement of Fifty Thousand Dollars ($50,000) 10,000 or which continues for a period of more than twelve months (including without limitation periods covered by any option to renew or extend by either party) which is not terminable on sixty (60) days’ ' or less notice without cost or other Liability at or any time after the Closing; and (viii) has no distributorship, dealer, manufacturer’s 's representative, franchise or similar sales contract relating to the payment of a commission. (b) True and complete copies (or summaries, in the case of oral items) of all items disclosed pursuant to this Section 3.22 2.19 have been made available to the Company Purchaser for review. Except as set forth in Schedule 3.22the Disclosure Schedule, all such items are valid and enforceable by and against the Target Company in accordance with their respective terms, ; the Target Company is not in breach, violation or default, however defined, in the performance of any of its obligations thereunder, and no facts and circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof; and to the best knowledge of the TargetCompany, no other parties thereto are in breach, violation or default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof.

Contracts and Commitments; No Default. (a) Except as set forth in Schedule 3.22, the TargetThe Company: (ia) has no written or oral contract, commitment, agreement Plan or arrangement with any person which (A) requires payments individually in excess of Fifteen Twenty Five Thousand Dollars ($15,00025,000) annually or in excess of Fifty One Hundred Thousand Dollars ($50,000100,000) over its term (including without limitation periods covered by any option to extend or renew by either party) and (B) is not terminable on thirty (30) days’ or less notice without cost or other Liabilityliability; (iib) does not pay any person or entity cash remuneration at the annual rate (including without limitation guaranteed bonuses) of more than Fifty Thousand ($50,000) for services rendered; (iiic) is not restricted by agreement Plan from carrying on its businesses or any part thereof anywhere in the world or from competing in any line of business with any person or entity; (ivd) is not subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person or entity; (ve) is not party to any agreementPlan, contract, commitment or loan to which any of its directors, officers or shareholders or any Affiliate (or former Affiliate) thereof is a party; (vif) is not subject to any outstanding sales or purchase contracts, commitments or proposals which is anticipated to result in any loss upon completion or performance thereof; (viig) is not party to any purchase or sale contract or agreement Plan that calls for aggregate purchases or sales in excess over the course of such contract or agreement Plan of Fifty One Hundred Thousand Dollars ($50,000100,000) or which continues for a period of more than twelve months (including without limitation periods covered by any option to renew or extend by either party) which is not terminable on sixty (60) days’ or less notice without cost or other Liability at or any time after the Closing; and (viiih) has no distributorship, dealer, manufacturer’s representative, franchise or similar sales contract relating to the payment of a commission. (b) True and complete copies (or summaries, in the case of oral items) of all items disclosed pursuant to this Section 3.22 have been made available to the Company for review. Except as set forth in Schedule 3.22, all such items are valid and enforceable by and against the Target in accordance with their respective terms, the Target is not in breach, violation or default, however defined, in the performance of any of its obligations thereunder, and no facts and circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof; and to the best knowledge of the Target, no other parties thereto are in breach, violation or default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof.

Contracts and Commitments; No Default. (a) Except as set forth in Schedule 3.22the Disclosure Schedule, the TargetDivision: (i) has no written or oral contract, commitment, agreement or arrangement with any person which (A1) requires payments individually in excess of Fifteen Thousand Dollars ($15,000) 50,000 annually or in excess of Fifty Thousand Dollars ($50,000) 250,000 over its term (including without limitation periods covered by any option to extend or renew by either party) and (B2) is not terminable on thirty (30) days’ ' or less notice without cost or other Liabilityliability to Purchaser; (ii) does not pay any person or entity cash remuneration at the annual rate (including without limitation guaranteed bonuses) of more than Fifty Thousand ($50,000) 75,000 for services rendered; (iii) is not restricted by agreement from carrying on its businesses or any part thereof anywhere in the world or from competing in any line of business with any person or entity; (iv) is not subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person or entityentity which in either case will become an obligation of Purchaser; (v) is not party subject to any agreement, contract, commitment or loan to which any of its directors, officers or shareholders or any Affiliate "affiliate" or "associate" (as defined in Rule 405 as promulgated under the Securities Act of 1933) (or former Affiliateaffiliate or associate) thereof is a party; (vi) is not subject to any outstanding sales or purchase contracts, commitments or proposals which is anticipated to result in any loss upon completion or performance thereof; (vii) is not party to any purchase or sale contract or agreement that calls for aggregate purchases or sales in excess over the course of such contract or agreement of Fifty Thousand Dollars ($50,000) or 100,000 and which continues for a period of more than twelve (12) months (including without limitation periods covered by any option to renew or extend by either party) which is not terminable on sixty (60) days’ ' or less notice without cost or other Liability liability at or any time after the Closing; andor (viiivii) has no distributorshipis not subject to any contract, dealercommitment, manufacturer’s representative, franchise agreement or similar sales contract relating to arrangement with any "disqualified individual" (as defined in Section 280G(c) of the payment Code) which contains any severance or termination pay liabilities which would result in a disallowance of a commissionthe deduction for any "excess parachute payment" (as defined in Section 280G(b)(1) of the Code) under Section 280G of the Code. (b) True and complete copies (or summaries, in the case of oral items) of all items disclosed pursuant to this Section 3.22 subsection 2.15 have been made available to Purchaser prior to the Company for reviewdate hereof. Except for a violation breach or default under the Assumed Leases resulting from the failure of Seller to obtain a Landlord's Consent with respect to assignment of an Assumed Lease and except as set forth in Schedule 3.22the Disclosure Schedule, all such items items, and all of the Contracts are valid and enforceable by and against the Target Seller in accordance with their respective terms, the Target ; Seller is not in breach, violation or default, however defined, in the material performance of any of its obligations thereunder; and, and no facts and circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof; and to the best knowledge of the TargetSeller's knowledge, no other parties thereto are in a breach, violation or default, however defined, thereunder or thereof. (c) The Disclosure Schedule sets forth a complete and accurate listing of all clients or customers to which the Division has provided, or was contractually obligated to provide, third party administration of health and no facts welfare plan services as of the date set forth therein. Except as noted in Section 2.16 of this Agreement or circumstances exist whichon the Disclosure Schedule, whether the Division either has written administration contracts (or will have written administration contracts as of the Closing Date with terms consistent with the giving services and products supplied by the Division prior to obtaining such written administration agreements) with each of due noticethe clients and customers listed on the Disclosure Schedule (the "Administration Contracts"). The Division is and at all times has been in material compliance with the terms and conditions of all contracts for the third party administration of health and welfare plans, lapse including, without limitation, the Administration Contracts, to which it is or has been a party. As of timethe Closing Date, Seller will not have recognized as revenue any payments under the Administrative Contracts for services not performed or bothanticipated to be performed within thirty (30) days. The Division has no agreements or arrangements that will require claims administration run-off services or other services in the future without normal fees being billable therefor. Each of the Administration Contracts is valid, would constitute such a breach, violation or in full force and effect and enforceable against Seller in accordance with its terms subject to the Standard Enforceability Exceptions. There has not occurred any default thereunder or thereofby Seller of a material nature.

Contracts and Commitments; No Default. (a) Except as set forth in Schedule 3.22the Disclosure Schedule, the TargetCompany: (i) has no written or oral contract, commitment, agreement or arrangement with any person or, to the Company’s knowledge, any oral contract, commitment, agreement or arrangement which (A) requires payments individually in excess of Fifteen Thousand Dollars ($15,000) 10,000 annually or in excess of Fifty Thousand Dollars ($50,000) 50,000 over its term (including without limitation periods covered by any option to extend or renew by either party) and (B) is not terminable on thirty (30) days’ or less notice without cost or other Liability; (ii) does not pay any person other than employees of the Company or entity cash remuneration at the annual rate (including without limitation guaranteed bonuses) of more than Fifty Thousand ($50,000) 50,000 for services rendered; (iii) is not restricted by agreement from carrying on its businesses or any part thereof anywhere in the world or from competing in any line of business with any person or entity; (iv) is not subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person or entity; (v) is not party to any agreement, contract, commitment or loan to which any of its directors, officers or shareholders or any Affiliate or Associate (or former AffiliateAffiliate or Associate) thereof is a party; (vi) is not subject to any outstanding sales or purchase contracts, commitments or proposals which is anticipated to result in any loss upon completion or performance thereof; (vii) is not party to any purchase or sale contract or agreement that calls for aggregate purchases or sales in excess over the course of such contract or agreement of Fifty Thousand Dollars ($50,000) 10,000 or which continues for a period of more than twelve months (including without limitation periods covered by any option to renew or extend by either party) which is not terminable on sixty (60) days’ or less notice without cost or other Liability at or any time after the Closing; and (viii) has no distributorship, dealer, manufacturer’s representative, franchise or similar sales contract relating to the payment of a commission. (b) True and complete copies (or summaries, in the case of oral items) of all items disclosed pursuant to this Section 3.22 2.19 have been made available to the Company Purchaser for review. Except To the best knowledge of the Company, following due inquiry, except as set forth in Schedule 3.22the Disclosure Schedule, all such items are valid and enforceable by and against the Target Company in accordance with their respective terms, ; the Target Company is not in breach, violation or default, however defined, in the performance of any of its obligations thereunder, and no facts and circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof; and to the best knowledge of the TargetCompany, no other parties thereto are in breach, violation or default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof.

Contracts and Commitments; No Default. (a) Except as for contracts, commitments, plans, agreements, licenses, leases, sales orders, purchase orders and other matters (written or oral) set forth in Schedule 3.22, on Section 2.17 of the TargetDisclosure Letter: (i) has no The Companies do not have a written or oral contract, commitment, employment agreement or arrangement with any person which officer, employee or agent, or any agreement that contains any severance or termination pay liabilities, nor are the Companies subject to any liabilities relating to severance, termination or vacation pay (A) requires payments individually in excess of Fifteen Thousand Dollars ($15,000) annually or in excess of Fifty Thousand Dollars ($50,000) over its term (including without limitation periods covered by any option to extend or renew by either party) and (B) is not terminable on thirty (30) days’ or less notice without cost or other Liabilityapart from normal vacation allowances); (ii) does The Companies do not pay any person have collective bargaining or entity cash remuneration at the annual rate (including without limitation guaranteed bonuses) of more than Fifty Thousand ($50,000) for services renderedunion contracts; (iii) is The Companies are not restricted by agreement from carrying on its businesses their business, or any part thereof thereof, anywhere in the world world, or from competing with any person in a line of business similar to any aspect of its business, nor are the Companies the beneficiary of any agreement restricting any other person from carrying on its business, or any part thereof, or from competing with the Companies in any line of business with any person or entitybusiness; (iv) is The Companies have no debt obligation for borrowed money, including guarantees of or agreements to acquire any such debt obligation of others; (v) The Companies are not subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person or entityentity whether under a loan agreement, note or otherwise; (vvi) is The Companies are not a party to any agreement, contract, commitment contract or loan to which any of its directorsofficers, officers directors or shareholders or any Affiliate (or former Affiliate) thereof affiliate of the Companies is a party; (vi) is not subject to any outstanding sales or purchase contracts, commitments or proposals which is anticipated to result in any loss upon completion or performance thereof; (vii) is The Companies are not a party to any purchase or sale sales contract or agreement that calls for aggregate purchases or sales in excess over the course of such contract or agreement of Fifty Thousand Dollars ($50,000) or which continues for a period of more than twelve months (including without limitation periods covered by any option to renew or extend by either party); (viii) which is The Companies are not terminable on sixty a lessor under any lease intended as security, an owner participant in any leveraged lease transaction or a party to a vendor arrangement or conditional sales agreement; (60ix) days’ The Companies have not given any power of attorney to any person for any purpose whatsoever; (x) There are no outstanding sales or less notice without cost purchase contracts, commitments or other Liability at proposals of the Companies that will result in any loss upon completion or any time performance thereof, after the Closingallowance for direct expenses; and (viiixi) has no distributorshipThe Companies are not a party to, dealernor is it subject to, manufacturer’s representativeany other material contracts, franchise commitments or similar sales contract relating to the payment of a commissionrestrictions. (b) True and complete copies (or summaries, in the case of oral items) of all items disclosed pursuant documents (including all amendments thereto) referred to this in Section 3.22 2.17(a) have been delivered or made available to Purchaser prior to closing. Section 2.30(a) of the Company for reviewDisclosure Letter contains a list of all employees of the Companies and their annual compensation and job descriptions. Except as set forth All contracts, commitments or restrictions referred to in Schedule 3.22, all such items Section 2.17(a) are valid and enforceable by and against the Target in accordance with their respective terms, the Target is . The Companies are not materially in breach, violation or default, however defined, default in the performance of any of its their obligations thereunder, and ; no facts and circumstances exist which, event has occurred which (whether with the giving of due or without notice, lapse of time, or both, or the happening or the occurrence of any other event) would constitute such a breach, violation or default thereunder or thereofthereunder; all parties under such contracts have consented (where such consent is necessary) to the consummation of the transactions contemplated by this Agreement; and to the best knowledge of the TargetShareholder, no all other parties thereto are not in breach, violation or default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or material default thereunder or thereofand have no counterclaims, offsets and defenses with respect thereto.

Contracts and Commitments; No Default. (a) Except as set forth in Schedule 3.22on Section 3.18(a) of the LCI Disclosure Schedule, the TargetLCI: (i) has no does not have any written or oral contract, commitment, agreement or arrangement with any person which (A1) requires payments individually in excess of Fifteen Thousand Dollars ($15,000) 10,000 annually or in excess of Fifty Thousand Dollars ($50,000) 20,000 over its term (including without limitation periods covered by any option to extend or renew by either party) and (B2) is not terminable on thirty (30) days’ ' or less notice without cost or other Liabilityliability; (ii) does not pay any person or entity cash remuneration at the annual rate (including without limitation guaranteed bonuses) of more than Fifty Thousand ($50,000) 10,000 for services renderedrendered as a consultant; (iii) is not restricted by agreement from carrying on its businesses business or any part thereof anywhere in the world any geographical area or from competing in any line of business with any person or entity; (iv) is not subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person or entity; (v) is not party to any agreement, contract, commitment or loan requiring payments in excess of $20,000 over its term and not terminable by LCI on thirty (30) days' or less notice without cost or liability to which any of its directors, officers or shareholders any of the LCI Shareholders or any Affiliate "affiliate" or "associate" (or former Affiliateas defined in Rule 405 as promulgated under the Securities Act of 1933) thereof is a party; (vi) is not subject to any outstanding sales contract, commitment, agreement or purchase contracts, commitments arrangement with any "disqualified individual" (as defined in Section 280G(c) of the Code) which contains any severance or proposals termination pay liabilities which is anticipated to would result in a disallowance of the deduction for any loss upon completion or performance thereof;"excess parachute payment" (as defined in Section 280G(b)(1) of the Code) under Section 280G of the Code; and (vii) is does not party to have any purchase or sale contract or agreement that calls for aggregate purchases or sales in excess over the course of such contract or agreement of Fifty Thousand Dollars ($50,000) or which continues for a period of more than twelve months (including without limitation periods covered by any option to renew or extend by either party) which is not terminable on sixty (60) days’ or less notice without cost or other Liability at or any time after the Closing; and (viii) has no distributorship, dealer, manufacturer’s 's representative, franchise or similar sales contract relating to the payment of a commissioncommission by LCI. (b) True and complete copies (or summaries, in the case of oral items) of all items disclosed pursuant to this Section 3.22 3.18(a) have been made available to the Company Parent and its counsel for review. Except as set forth in Schedule 3.22under Section 3.18(b) on the LCI Disclosure Schedule, to the knowledge of LCI, all such items are valid and enforceable by and against the Target LCI in accordance with their respective terms, the Target ; LCI is not in breach, violation or default, however definedin any material respect, in the performance of any of its obligations thereunder, and no facts and or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default default, in any material respect, thereunder or thereof; and and, to the best knowledge of the TargetLCI, no other parties thereto are in breach, violation or default, however definedin any material respect, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default in any material respect thereunder or thereof.

Contracts and Commitments; No Default. (a) Except as set forth in Schedule 3.224.10 or in the SEC Reports, the TargetCompany: (i) has no written or oral contract, commitment, agreement or arrangement with any person which (A) requires payments individually in excess of Fifteen Twenty Five Thousand Dollars ($15,00025,000) annually or in excess of Fifty One Hundred Thousand Dollars ($50,000100,000) over its term (including without limitation periods covered by any option to extend or renew by either party) and (B) is not terminable on thirty (30) days’ or less notice without cost or other Liabilityliability; (ii) does not pay any person or entity cash remuneration at the annual rate (including without limitation guaranteed bonuses) of more than Fifty Thousand ($50,000) for services rendered; (iii) is not restricted by agreement from carrying on its businesses or any part thereof anywhere in the world or from competing in any line of business with any person or entity; (iv) is not subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person or entity; (v) is not party to any agreement, contract, commitment or loan to which any of its directors, officers or shareholders or any Affiliate (or former Affiliate) thereof is a party; (vi) is not subject to any outstanding sales or purchase contracts, commitments or proposals which is anticipated to result in any loss upon completion or performance thereof; (vii) is not party to any purchase or sale contract or agreement that calls for aggregate purchases or sales in excess over the course of such contract or agreement of Fifty One Hundred Thousand Dollars ($50,000100,000) or which continues for a period of more than twelve months (including without limitation periods covered by any option to renew or extend by either party) which is not terminable on sixty (60) days’ or less notice without cost or other Liability at or any time after the Closing; and (viii) has no distributorship, dealer, manufacturer’s representative, franchise or similar sales contract relating to the payment of a commission. (b) True and complete copies (or summaries, in the case of oral items) of all items disclosed pursuant to this Section 3.22 4.10 have been made available to the Company Target and the Selling Stockholders for review. Except as set forth in Schedule 3.224.10, all such items are valid and enforceable by and against the Target Company in accordance with their respective terms, the Target Company is not in breach, violation or default, however defined, in the performance of any of its obligations thereunder, and no facts and circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof; and to the best knowledge of the TargetCompany, no other parties thereto are in breach, violation or default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof.

Contracts and Commitments; No Default. (a) Except as for Contracts, commitments, plans, agreements, licenses, leases, sales orders, purchase orders and other matters (written or oral) set forth in Schedule 3.22, on Section 2.18 of the TargetDisclosure Letter: (i) has no written or oral contract, commitment, None of the Companies have an employment agreement or arrangement with any person which officer, employee or agent, or any agreement that contains any severance or termination pay Liabilities, nor is any Company subject to any Liabilities relating to severance, termination or vacation pay (A) requires payments individually in excess of Fifteen Thousand Dollars ($15,000) annually or in excess of Fifty Thousand Dollars ($50,000) over its term (including without limitation periods covered by any option to extend or renew by either party) and (B) is not terminable on thirty (30) days’ or less notice without cost or other Liabilityapart from normal vacation allowances); (ii) does not pay any person None of the Companies have collective bargaining or entity cash remuneration at the annual rate (including without limitation guaranteed bonuses) of more than Fifty Thousand ($50,000) for services renderedunion Contracts; (iii) is not None of the Companies are restricted by agreement from carrying on its businesses business, or any part thereof thereof, anywhere in the world world, or from competing with any Person in a line of business similar to any aspect of its business, nor are any of the Companies the beneficiary of any agreement restricting any other Person from carrying on its business, or any part thereof, or from competing with any Company in any line of business with any person or entitybusiness; (iv) is not None of the Companies have any debt obligation for borrowed money, including guarantees of or agreements to acquire any such debt obligation of others; (v) None of the Companies are subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person Person whether under a loan agreement, note or entityotherwise; (vvi) is not None of the Companies are a party to any agreement, contract, commitment Contract or loan to which any of its directorsofficers, officers directors or shareholders or any Affiliate (or former Affiliate) thereof Associate of any Company is a party; (vi) is not subject to any outstanding sales or purchase contracts, commitments or proposals which is anticipated to result in any loss upon completion or performance thereof; (vii) is not None of the Companies are a party to any purchase or sale contract or agreement Contract that calls for aggregate purchases or sales in excess over the course of such contract or agreement of Fifty Thousand Dollars ($50,000) or which continues for a period of more than twelve months (including without limitation periods covered by any option to renew or extend by either party); (viii) which is not terminable on sixty None of the Companies are a lessor under any lease intended as security, an owner participant in any leveraged lease transaction or a party to a vendor arrangement or conditional sales agreement; (60ix) days’ None of the Companies have given any power of attorney to any Person for any purpose whatsoever; (x) There are no outstanding sales or less notice without cost purchase Contracts, commitments or other Liability at proposals of any Company that will result in any loss upon completion or any time performance thereof, after the Closingallowance for direct expenses; and (viiixi) has no distributorshipNone of the Companies are a party to, dealernor is it subject to, manufacturer’s representativeany other material Contracts, franchise commitments or similar sales contract relating to the payment of a commissionrestrictions. (b) True and complete copies (or summaries, in the case of oral items) of all items disclosed pursuant documents (including all amendments thereto) referred to this in Section 3.22 2.18(a) have been made available delivered to Purchaser. Section 2.18 of the Disclosure Letter contains a list of all employees of each Company for reviewand their annual compensation and job descriptions. Except as set forth All Contracts commitments or restrictions referred to in Schedule 3.22, all such items Section 2.18(a) are valid and enforceable by and against the Target in accordance with their respective terms, . None of the Target is not Companies are materially in breach, violation or default, however defined, default in the performance of any of its obligations thereunder, and ; no facts and circumstances exist which, event has occurred which (whether with the giving of due or without notice, lapse of time, or both, or the happening or the occurrence of any other event) would constitute such a breach, violation or default thereunder or thereofthereunder; all parties under such Contracts have consented (where such consent is necessary) to the consummation of the transactions contemplated by this Agreement; and to the best knowledge Knowledge of the TargetShareholders, no all other parties thereto are not in breach, violation or default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or material default thereunder or thereofand have no counterclaims, offsets and defenses with respect thereto.

Contracts and Commitments; No Default. (aA) Except as set forth in Schedule 3.22the Disclosure Schedule, the Target:neither Corporation nor Business (i) has no have any written or oral contract, commitment, agreement or arrangement with any person or, to Corporation's or Business's knowledge, any oral contract, commitment, agreement or arrangement which (A1) requires payments individually in excess of Fifteen Thousand Dollars two thousand dollars ($15,0002,000) annually or in excess of Fifty Thousand Dollars five thousand dollars ($50,0005,000) over its term (including without limitation periods covered by any option to extend or renew by either party) and (B2) is not terminable on thirty (30) days’ ' or less notice without cost or other Liability; (ii) does not pay any person or entity cash remuneration at the annual rate (including without limitation guaranteed bonuses) of more than Fifty Thousand ten thousand dollars ($50,00010,000) for services rendered; (iii) is not restricted by agreement from carrying on its businesses or any part thereof anywhere in the world or from competing in any line of business with any person or entity; (iv) is not subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person or entity; (v) is not party to any agreement, contract, commitment or loan to which any of its directors, officers or shareholders Sellers (including Seller) or any Affiliate "affiliate" or "associate" (as defined in Rule 405 as promulgated under the Securities Act of 1933) (or former Affiliateaffiliate or associate) thereof is a party; (vi) is not subject to any outstanding sales or purchase contracts, commitments or proposals which is anticipated to will result in any loss upon completion or performance thereof; (vii) is not party to any purchase or sale contract or agreement that calls for aggregate purchases or sales in excess over the course of such contract or agreement of Fifty Thousand Dollars five thousand dollars ($50,0005,000) or which continues for a period of more than twelve (12) months (including without limitation periods covered by any option to renew or extend by either party) which is not terminable on sixty (60) days’ ' or less notice without cost or other Liability at or any time after the Closing; (viii) is not subject to any contract, commitment, agreement or arrangement with any "disqualified individual" (as defined in Section 280G(c) of the Code) which contains any severance or termination pay liabilities which would result in a disallowance of the deduction for any "excess parachute payment" (as defined in Section 280G(b)(1) of the Code) under Section 280G of the Code; and (viiiix) has no distributorship, dealer, manufacturer’s 's representative, sales representative, agent, broker, franchise or similar sales contract relating to the payment of a commission. (bB) True and complete copies (or summaries, in the case of oral items) of all items disclosed pursuant to this Section 3.22 subsection 2(t)(i) have been made available to the Company Purchaser for review, and are set forth in the Disclosure Schedule. Except as set forth in Schedule 3.22the Disclosure Schedule, all such items are valid and enforceable by and against the Target Corporation or Business in accordance with their respective terms, the Target is ; Corporation and Business are not in breach, violation or default, however defined, in the performance of any of its their obligations thereunder, and no facts and circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof; and and, to the best knowledge of the TargetCorporation's or Business's knowledge, no other parties thereto are in a breach, violation or default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof.

Contracts and Commitments; No Default. (ai) Except as set forth in Schedule 3.22the Disclosure Schedule, the TargetCompany: (iA) has no written or oral contract, commitment, agreement or arrangement with any person which (A1) requires payments individually in excess of Fifteen Thousand Dollars ($15,000) 10,000 annually or in excess of Fifty Thousand Dollars ($50,000) 50,000 over its term (including without limitation periods covered by any option to extend or renew by either party) and (B2) is not terminable on thirty (30) days’ ' or less notice without cost or other Liabilityliability; (iiB) does not pay any person or entity cash remuneration at the annual rate (including without limitation guaranteed bonuses) of more than Fifty Thousand ($50,000) 50,000 for services rendered; (iiiC) is not restricted by agreement from carrying on its businesses or any part thereof anywhere in the world or from competing in any line of business with any person or entity; (ivD) is not subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person or entity; (vE) is not party to any agreement, contract, commitment or loan to which any of its directors, officers or shareholders or any Affiliate "affiliate" or "associate" (as defined in Rule 405 as promulgated under the Securities Act of 1933) (or former Affiliateaffiliate or associate) thereof is a party; (viF) to the best knowledge of Company and the Shareholders, is not subject to any outstanding sales or purchase contracts, commitments or proposals which is anticipated to will result in any loss upon completion or performance thereof; (viiG) is not party to any purchase or sale contract or agreement that calls for aggregate purchases or sales in excess over the course of such contract or agreement of Fifty Thousand Dollars ($50,000) 25,000 or which continues for a period of more than twelve (12) months (including without limitation periods covered by any option to renew or extend by either party) which is not terminable on sixty (60) days’ or less notice without cost or other Liability at or any time after the Closing; and (viii) has no distributorship, dealer, manufacturer’s representative, franchise or similar sales contract relating to the payment of a commission. (b) True and complete copies (or summaries, in the case of oral items) of all items disclosed pursuant to this Section 3.22 have been made available to the Company for review. Except as set forth in Schedule 3.22, all such items are valid and enforceable by and against the Target in accordance with their respective terms, the Target is not in breach, violation or default, however defined, in the performance of any of its obligations thereunder, and no facts and circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof; and to the best knowledge of the Target, no other parties thereto are in breach, violation or default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof.sixty