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

Contracts and Commitments; No Default. (a) Except as set forth in Paragraph 2.18 of the Target Disclosure Schedule: (i) Target has no employment agreement with any officer, employee or agent, nor any agreement that contains any severance or termination pay liabilities or obligations; (ii) Target has no employee to whom it is paying aggregate direct remuneration at the annual rate of more than $200,000.00 for services rendered or commissions at a rate which (based on sales by such employee during the last fiscal year,) would exceed $300,000.00 (iii) Target has no collective bargaining or union contract agreements; (iv) Target is not restricted by agreement from carrying on its business or any part thereof anywhere in the world or from competing in any line of business with any person; (v) Target has no debt obligation for borrowed money, including guarantees of or agreements to acquire any such debt obligation of others other than that disclosed; (vi) Target has no outstanding loan or monetary obligation to any person or entity other than that disclosed; (vii) Target has no obligation or liability as guarantor, surety, co-xxxxxx, endorser, co-maker, indemnitor or otherwise in respect of the obligation of any other person; (viii) Target 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; (ix) Target is not a party to any agreement, contract, commitment or loan to which any of its officers or directors or any affiliate of Target or its officers and directors is a party other than that disclosed; (x) There are no outstanding sales or purchase contracts, commitments or proposals of Target which will result in any loss exceeding $100,000.00 upon completion or performance thereof after allowance for direct distribution expenses, except sales or purchase contracts, commitments or proposals which, in the aggregate, call for fixed and/or contingent payments thereunder & less than $200,000.00 per year: (xi) Target is not a party to any purchase or sale contract or agreement which continues for a period of more than twelve months (including periods covered by any option to renew by either party); (xii) Target is not under any liability or obligation with respect to the return of inventory or merchandise in the possession & wholesalers, distributors, retailers or other customers; (xiii) Target has not given any irrevocable power of attorney to any person, firm, corporation or other entity for any purpose whatsoever, except the appointment of agents to accept service of process; and (xiv) Except for agreements, contracts, commitments or restrictions referred to in Subsections 2.18(a)(i)-(xiii) or elsewhere specifically disclosed pursuant to this Agreement, Target has no agreements, contracts, commitments or restrictions which are material to its business, operations or prospects (for the purpose of this subsection, any agreement, contract, commitment or restriction may be deemed "immaterial" if it may be canceled on 30 days' notice without premium, penalty or forfeiture and it calls for fixed and/or contingent payments thereunder of less than $100,000.00 per year). (b) True and complete copies of all documents (including all amendments thereto) referred to in Section 2.18(a) have either been delivered to Public Corporation or shall be delivered upon written request. All contracts, agreements, commitments or restrictions referred to in Section 2.18(a) are valid and enforceable in accordance with their respective terms; Target is not in default in the performance of any of its obligations thereunder; no event of default has occurred which (whether with or without notice, lapse of time, or both, or the happening or the occurrence of any other event) would constitute a default thereunder and, to the best knowledge of Target, all other parties thereto are not in default thereunder.

Contracts and Commitments; No Default. (a) Except as set forth in Paragraph 2.18 of the Target Disclosure Schedule: (i) Target has no employment agreement with any officer, employee or agent, nor any agreement that contains any severance or termination pay liabilities or obligations; (ii) Target has no employee to whom it is paying aggregate direct remuneration at the annual rate of more than $200,000.00 for services rendered or commissions at a rate which (based on sales by such employee during the last fiscal year,) would exceed $300,000.00 (iii) Target has no collective bargaining or union contract agreements; (iv) Target is not restricted by agreement from carrying on its business or any part thereof anywhere in the world or from competing in any line of business with any person; (v) Target has no debt obligation for borrowed money, including guarantees of or agreements to acquire any such debt obligation of others other than that disclosed; ; (vi) Target has no outstanding loan or monetary obligation to any person or entity other than that disclosed; (vii) Target has no obligation or liability as guarantor, surety, co-xxxxxxsignor, endorser, co-maker, indemnitor ixxxxxxtor or otherwise in respect of the obligation of any other person; (viii) Target 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; (ix) Target is not a party to any agreement, contract, commitment or loan to which any of its officers or directors or any affiliate of Target or its officers and directors is a party other than that disclosed; (x) There are no outstanding sales or purchase contracts, commitments or proposals of Target which will result in any loss exceeding $100,000.00 upon completion or performance thereof after allowance for direct distribution expenses, except sales or purchase contracts, commitments or proposals which, in the aggregate, call for fixed and/or contingent payments thereunder & less than $200,000.00 per year: (xi) Target is not a party to any purchase or sale contract or agreement which continues for a period of more than twelve months (including periods covered by any option to renew by either party); (xii) Target is not under any liability or obligation with respect to the return of inventory or merchandise in the possession & wholesalers, distributors, retailers or other customers; (xiii) Target has not given any irrevocable power of attorney to any person, firm, corporation or other entity for any purpose whatsoever, except the appointment of agents to accept service of process; and (xiv) Except for agreements, contracts, commitments or restrictions referred to in Subsections 2.18(a)(i)-(xiii) or elsewhere specifically disclosed pursuant to this Agreement, Target has no agreements, contracts, commitments or restrictions which are material to its business, operations or prospects (for the purpose of this subsection, any agreement, contract, commitment or restriction may be deemed "immaterial" if it may be canceled on 30 days' notice without premium, penalty or forfeiture and it calls for fixed and/or contingent payments thereunder of less than $100,000.00 per year). (b) True and complete copies of all documents (including all amendments thereto) referred to in Section 2.18(a) have either been delivered to Public Corporation or shall be delivered upon written request. All contracts, agreements, commitments or restrictions referred to in Section 2.18(a) are valid and enforceable in accordance with their respective terms; Target is not in default in the performance of any of its obligations thereunder; no event of default has occurred which (whether with or without notice, lapse of time, or both, or the happening or the occurrence of any other event) would constitute a default thereunder and, to the best knowledge of Target, all other parties thereto are not in default thereunder.

Contracts and Commitments; No Default. (a) Except as set forth in Paragraph 2.18 of the Target Disclosure Schedule: (i) Target has no employment agreement with any officer, employee or agent, nor any agreement that contains any severance or termination pay liabilities or obligations; (ii) Target has no employee to whom it is paying aggregate direct remuneration at the annual rate of more than $200,000.00 for services rendered or commissions at a rate which (based on sales by such employee during the last fiscal year,) would exceed $300,000.00 (iii) Target has no collective bargaining or union contract agreements; (iv) Target is not restricted by agreement from carrying on its business or any part thereof anywhere in the world or from competing in any line of business with any person; (v) Target has no debt obligation for borrowed money, other than what is already disclosed within the financial statements, including guarantees of or agreements to acquire any such debt obligation of others other than that disclosed; (vi) Target has no outstanding loan or monetary obligation to any person or entity other than that disclosed; (vii) Target has no obligation or liability as guarantor, surety, co-xxxxxx, endorser, co-maker, indemnitor or otherwise in respect of the obligation of any other person; (viii) Target 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; (ix) Target is not a party to any agreement, contract, commitment or loan to which any of its officers or directors or any affiliate of Target or its officers and directors is a party other than that disclosed; (x) There are no outstanding sales or purchase contracts, commitments or proposals of Target which will result in any loss exceeding $100,000.00 upon completion or performance thereof after allowance for direct distribution expenses, except sales or purchase contracts, commitments or proposals which, in the aggregate, call for fixed and/or contingent payments thereunder & and less than $200,000.00 per year: (xi) Target is not a party to any purchase or sale contract or agreement which continues for a period of more than twelve months (including periods covered by any option to renew by either party); (xii) Target is not under any liability or obligation with respect to the return of inventory or merchandise in the possession & and wholesalers, distributors, retailers or other customers; (xiii) Target has not given any irrevocable power of attorney to any person, firm, corporation or other entity for any purpose whatsoever, except the appointment of agents to accept service of process; and (xiv) Except for agreements, contracts, commitments or restrictions referred to in Subsections 2.18(a)(i)-(xiii) or elsewhere specifically disclosed pursuant to this Agreement, Target has no agreements, contracts, commitments or restrictions which are material to its business, operations or prospects (for the purpose of this subsection, any agreement, contract, commitment or restriction may be deemed "“immaterial" ” if it may be canceled on 30 days' notice without premium, penalty or forfeiture and it calls for fixed and/or contingent payments thereunder of less than $100,000.00 per year). (b) True and complete copies of all documents (including all amendments thereto) referred to in Section 2.18(a) have either been delivered to Public Corporation or shall be delivered upon written request. All contracts, agreements, commitments or restrictions referred to in Section 2.18(a) are valid and enforceable in accordance with their respective terms; Target is not in default in the performance of any of its obligations thereunder; no event of default has occurred which (whether with or without notice, lapse of time, or both, or the happening or the occurrence of any other event) would constitute a default thereunder and, to the best knowledge of Target, all other parties thereto are not in default thereunder.