Common use of Contracts and Commitments Clause in Contracts

Contracts and Commitments. Except as listed and described on Schedule 1.68 and Schedule 2.1.4, neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent is a party to any written or oral (for which Purchaser shall be bound following the Closing Date): (i) Contract for the future purchase of, or payment for, supplies or products, or for the performance of services by another party, involving in any one case $10,000 or more; (ii) Contract to sell or supply products or to perform services, involving in any one case $10,000 or more (except for any Resident/Patient's Agreement); (iii) Contract continuing over a period of more than six months from the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement); (iv) representative, sales agency, dealer or distributor Contract; (v) lease under which Seller is either lessor or lessee other than with respect to the Real Property Leased; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark xx copyright or to any ideas, technical assistance or other know-how of or used by the Business; or (x) any other material Contract not made in the ordinary course of Seller's business consistent with past practice. Each of the Contracts and other instruments, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its terms, Seller and, to Seller's Knowledge any other party thereto, are in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein, and no event has occurred that with or without the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder and, to Seller's Knowledge, a default by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated hereby.

Contracts and Commitments. Except as listed and described on (a) With respect to the System, Schedule 1.68 and Schedule 2.1.44.17 lists all of the following material contracts (collectively, neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent is a party to any written or oral (for which Purchaser shall be bound following the Closing Date"Contracts"): (i) Contract for the future purchase ofemployment, consulting, bonus, deferred compensation, pension, welfare, or payment for, supplies or products, or for retirement agreements and commitments with the performance of services by another party, involving in any one case $10,000 or moreEmployees; (ii) Contract bonds, notes, mortgages, contracts, agreements, swaps or other derivatives or commitments for the repayment or borrowing of money by Seller, or for a line of credit including borrowings by Seller in the form of a guarantee of, indemnification for, or agreement to sell acquire any obligation of others, and all security or supply products or to perform services, involving in any one case $10,000 or more (except for any Resident/Patient's Agreement)pledge agreements related thereto; (iii) Contract continuing over a period contracts, including management, operating or service agreements, contracts related to ongoing construction, including insurance contracts, surety bonds, architect agreement or consultant agreement, providing for payments in excess of more than six months from the date hereof or exceeding One Hundred Thousand Dollars ($10,000 100,000) by Seller in value any twelve (except for any Resident/Patient's Agreement)12) month period; (iv) representativecontracts, sales agency, dealer agreements or distributor Contract;commitments containing covenants purporting to limit the freedom of Seller or any Employee to compete in any business or in any geographic area; and (v) lease under which Seller is either lessor or lessee other than with respect to the Real Property Leased; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark xx copyright or to any ideas, technical assistance or other know-how of or used by the Business; or (x) any other material Contract contracts not made in the ordinary course of business, providing for payments by Seller in excess of One Hundred Thousand Dollars ($100,000) in any twelve (12) month period. (b) Seller has made available to Purchaser true and complete copies of all the foregoing Contracts. (c) Seller has no liability for debt other than the debt reflected in the Seller's business consistent with past practice. Each Bonds and Notes. (d) All of the Contracts are in full force and other instrumentseffect. Seller has not, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its terms, nor to the Knowledge of Seller and, to Seller's Knowledge has any other party thereto, are in compliance breached any provision of or defaulted under the terms of, nor does any condition exist which, with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein, and no event has occurred that with or without the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder andcause Seller, or to the Knowledge of Seller, any other party, to Seller's Knowledge, a be in default by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to under any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated hereby.

Contracts and Commitments. Except as listed and described set forth on Schedule 1.68 and Schedule 2.1.45.14 or as contemplated by this Agreement, neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent the Company is not a party to any written or oral oral: (a) contract, agreement or arrangement for the employment of, or benefits to, any officer, individual employee, or other Person on a full-time, part-time, consulting or other basis; (b) instrument, agreement or indenture relating to Funded Indebtedness or to the mortgaging, pledging or otherwise placing a Lien on any material asset or material group of assets of the Company; (c) factoring arrangement or other agreement involving the sale of the Company's accounts receivable to a third party at a discount; (d) guarantee of any obligation for borrowed money or otherwise; (e) agreement with respect to the lending or investing of funds; (f) lease or agreement under which Purchaser shall be bound following the Closing Date):Company is the lessee of or the holder or operator of any real or personal property owned by any other party; (g) lease or agreement under which the Company is the lessor of or permits any third party to hold or operate any real or personal property owned or controlled by the Company; (h) assignment, license, indemnification or agreement with respect to any form of intangible property, including, without limitation, any Intellectual Property or confidential information; (i) Contract for contract or group of related contracts with the future same party (excluding purchase of, or payment for, supplies or products, or for the performance of services by another party, involving in any one case $10,000 or more; (ii) Contract to sell or supply products or to perform services, involving in any one case $10,000 or more (except for any Resident/Patient's Agreement); (iii) Contract continuing over a period of more than six months from the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement); (iv) representative, sales agency, dealer or distributor Contract; (v) lease under which Seller is either lessor or lessee other than with respect to the Real Property Leased; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark xx copyright or to any ideas, technical assistance or other know-how of or used by the Business; or (x) any other material Contract not made orders entered into in the ordinary course of Sellerbusiness) for the purchase or sale of products or services under which the undelivered balance of such products and services has a selling price in excess of $20,000; (j) contract which prohibits the Company from freely engaging in business anywhere in the world; (k) contract relating to the purchase, distribution, marketing or sales of the Company or any other Person's products (other than purchase and sales orders entered into in the ordinary course of business consistent with past practicepractices and the performance of which by the parties thereto is reasonably expected to be substantially completed within sixty (60) days of the execution thereof); (l) contract with any Affiliate; or (m) other agreement or instrument material to the Business. Each of the Contracts and other instrumentsagreement, documents and undertakings listed lease, license, contract or commitment disclosed on Schedule 1.68 and Schedule 2.1.4 5.14 is valid and enforceable against the Company and the other parties thereto. Except as specifically disclosed in accordance with its termsSchedule 5.14, Seller and, the Company has performed in all material respects all obligations required to Seller's Knowledge any other party thereto, are in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are be performed by it and is not in default under or in the performance, observance or fulfillment breach of nor in receipt of any material obligationclaim of default or breach under any such agreement, covenant lease, license, contract or condition contained therein, commitment to which it is a party; and no event has occurred that which with the passage of time or without the giving of notice or lapse both would result in a default or breach under any such document. To the knowledge of timeSeller, no other party to any agreement, lease, license, contract, or both, commitment to which the Company is a party is in default under or in breach of such document and no event has occurred which with the passage of time or giving of notice or both would constitute result in a default by Seller thereunder andor breach under any such document. The Company has supplied the Buyer with (i) a true, to Seller's Knowledgecorrect and complete copy of each of the documents listed on Schedule 5.14, a default by any together with all amendments, waivers or other party changes thereto; , and (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf a complete description of any party all oral agreements to any of which the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 Company is required for the execution of this Agreement or the consummation of the transactions contemplated herebya party.

Contracts and Commitments. (a) Except as listed set forth on the attached Assumed Contracts Schedule or the attached Contracts Schedule, as does not relate to Designs or the Business, or for contracts (other than for contracts or agreements described in clauses (i) and described on Schedule 1.68 (ii) below) pursuant to which Buyer will receive benefits pursuant to the Transition Services Agreement (which contracts relate to both Designs and Schedule 2.1.4Sellers’ other businesses), neither Seller nor any party acting on behalf none of Seller with Seller's Knowledge and consent or the Casual Male Companies is a party to any written oral or oral (for which Purchaser shall be bound following the Closing Date):written: (i) Contract for the future purchase ofcontract with any labor union or any bonus, pension, profit sharing, retirement or any other form of deferred compensation plan or any stock purchase, stock option or similar plan or practice, whether formal or informal, or payment for, supplies any severance agreement or products, or for the performance of services by another party, involving in any one case $10,000 or morearrangement; (ii) Contract to sell management agreement, contract for the employment of any officer, partner, individual employee or supply products other person on a full-time, part-time or to perform services, involving in consulting basis or providing for the payment of any one case $10,000 cash or more (except for any Resident/Patient's Agreement)other compensation or benefits upon the sale of the Business or prohibiting competition or the disclosure of trade secrets or Confidential Information; (iii) Contract agreement or indenture relating to Indebtedness or placing a Lien on any of Seller’s assets or letter of credit arrangements; (iv) agreements with respect to the lending or investing of funds; (v) license or royalty agreements; (vi) nondisclosure or confidentiality agreements; (vii) lease or agreement under which Seller is lessee of or holds or operates any property, real or personal, owned by any other party for which the annual rental exceeds $25,000; (viii) lease or agreement under which Seller is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by Seller; (ix) broker, distributor, vendor, customer or maintenance agreements; (x) other contract or group of related contracts with the same party continuing over a period of more than six months from the date hereof or exceeding dates thereof, not terminable by Seller upon thirty (30) days’ or less notice without penalty or involving more than $10,000 in value (except for any Resident/Patient's Agreement)25,000; (ivxi) representative, sales agency, dealer or distributor Contractcontract which prohibits Seller from freely engaging in business anywhere in the world; (vxii) lease contract relating to the marketing, sale, advertising or promotion of its products; (xiii) franchise or agency agreements; (xiv) contract with any officer, director, employee, shareholder, or Affiliate of Seller or any individual related by marriage or adoption to any such individual or any entity in which any such Person owns any beneficial interest; (xv) warranty agreement with respect to products sold or indemnity agreement with any supplier to the Business under which Seller is either lessor obligated to indemnify such supplier against product warranty or lessee other than infringement or similar claims; (xvi) agreements relating to ownership of or investments in any business or enterprise, including investments in joint ventures and minority equity investments; (xvii) power of attorney executed by or on behalf of Seller; (xviii) material contracts and licenses (including all inbound licenses) to which Seller is a party with respect to the Real Property Leased; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark xx copyright or to any ideas, technical assistance or other know-how of or used by the BusinessProprietary Rights; or (xxix) any other agreement material Contract to the Business, whether or not made entered into in the ordinary course Ordinary Course of Business. (b) Except as specifically disclosed on the attached Contracts Schedule, (i) Seller's business consistent with past practice. Each of , or the Casual Male Companies, as applicable, and the other party thereto have performed all obligations required to be performed by such Person under the contracts or commitments required to be listed on the Contracts and other instruments, documents and undertakings Schedule or listed on the Assumed Contracts Schedule 1.68 and Schedule 2.1.4 there is valid and enforceable in accordance with its termsno breach of or default under such contract or commitment or any event which, Seller and, to Seller's Knowledge any other party thereto, are in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein, and no event has occurred that with or without the upon giving of notice or lapse of time, time or both, would constitute a default by Seller thereunder andbreach or default, to Seller's Knowledge, a default by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 to the Knowledge of Seller, there is no advance payments have been received anticipated breach by Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments contract or commitment required to be listed on the Contracts Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after listed on the Closing Date; and Assumed Contracts Schedule, (iii) no consent neither Seller nor the Casual Male Companies have assigned, delegated or approval of any party otherwise transferred to any ContractPerson any of its rights, commitment, lease title or other instrument, document interest under any contract or undertaking commitment required to be listed on the Contracts Schedule 1.68 or listed on the Assumed Contracts Schedule, and (iv) each contract and commitment required to be listed on the Contracts Schedule 2.1.4 or listed on the Assumed Contracts Schedule is required for the execution of this Agreement or legal, valid, binding, enforceable and in full force and effect, and will continue as such following the consummation of the transactions contemplated herebyhereby (subject to bankruptcy, moratorium and similar laws and subject to the application of specific performance and other equitable principles). (c) Buyer has heretofore been supplied with a true and correct copy of all written contracts (and a true and correct written description of all oral contracts) which are referred to on the attached Contracts Schedule, together with all amendments, exhibits, attachments, waivers or other changes thereto. (d) The attached Contracts Schedule sets forth a complete and accurate description of Seller’s return policy with respect to merchandise purchased by customers of the Business.

Contracts and Commitments. Except as listed (a) Schedule 4.10 lists each of the contracts and agreements of the types described on Schedule 1.68 and Schedule 2.1.4below, neither whether written or oral, to which any Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent is a party to any written or oral is otherwise bound as of the date hereof (for which Purchaser shall be bound following the Closing Date“Material Contracts”): (i) Contract for all Client engagements and similar arrangements pursuant to which any Seller has agreed to provide services, other than engagements that have been fully performed, all amounts have been fully paid by the future purchase ofClient, and no obligations remain to be performed by any Seller or payment for, supplies or products, or for the performance of services by another party, involving in any one case $10,000 or moreClient; (ii) Contract to sell all management agreements, or supply products contracts prohibiting competition or to perform services, involving in any one case $10,000 the disclosure of Trade Secrets or more (except for any Resident/Patient's Agreement)confidential information; (iii) Contract all agreements or indentures relating to Indebtedness or placing a Lien on any of the Purchased Assets or letter of credit arrangements; (iv) all licenses or royalty agreements; (v) all nondisclosure or confidentiality agreements pursuant to which any Seller is obligated to maintain the confidentiality of, or not to disclose, designated information; (vi) all leases or agreements under which any Seller is lessee of or holds or operates any personal property leases; (vii) all broker, distributor, vendor or maintenance agreements; (viii) all other contracts or group of related contracts with the same party continuing over a period of more than six months from the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement); (iv) representativedates thereof, sales agency, dealer not terminable by such Seller upon 30 days’ or distributor Contract; (v) lease under which Seller is either lessor or lessee other than with respect to the Real Property Leased; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including less notice without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Personpenalty; (ix) licenseall consulting, franchisemaintenance or any other similar agreements, distributorship contracts or other agreementcommitments (including any employee leasing or outsourcing arrangement); (x) all agreements under which independent contractors or subcontractors are retained to provide services to Sellers’ Clients on behalf of Sellers; (xi) all contracts which prohibit Sellers or, after the Closing, will prohibit Buyers or any of their Affiliates, from freely engaging in business anywhere in the world; (xii) all contracts with any officer, director, employee, shareholder, or Affiliate of any Seller (or any individual related by marriage or adoption to any such individual or any entity in which any such Person owns any beneficial interest); (xiii) all agreements relating to ownership of or investments in any business or enterprise, including those that relate investments in whole joint ventures and minority equity investments; (xiv) all powers of attorney executed by or on behalf of any Seller pursuant to which such Seller has granted another Person authority to act in part such Seller’s name or on such Seller’s behalf; (xv) all material contracts and licenses (including all inbound licenses) to which any Seller is a party with respect to any patent, trademark, trade name, service mark xx copyright or to any ideas, technical assistance or other know-how of or used by the BusinessIntellectual Property Rights; or (xxvi) any all other agreements material Contract to the Business not made entered into in the ordinary course of Seller's business consistent business. (b) Sellers have made available to Buyers a true and correct copy of all written Material Contracts (and a true and correct written description of any oral Material Contracts), together with past practiceall amendments, exhibits, attachments, waivers or other changes thereto. Each of the Contracts and other instruments, documents and undertakings listed Except as set forth on Schedule 1.68 and Schedule 2.1.4 4.10, each written Material Contract is valid legal, valid, binding and enforceable by and against such Seller in accordance with its termsterms and is in full force and effect, Seller andexcept as enforceability may be limited by applicable bankruptcy, insolvency and similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity. Except as set forth on Schedule 4.10, neither Sellers nor, to Seller's Knowledge Sellers’ Knowledge, any other party theretoparty, are is in compliance with the provisions thereof, Seller and, to Seller's Knowledge breach or default under any other party thereto, are not in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained thereinMaterial Contract, and no event has occurred that with conditions or without the giving of events exist, such that, after notice or lapse of time, time or both, would constitute a default by Seller thereunder andunder a written Material Contract on the part of Sellers or, to Seller's Sellers’ Knowledge, a default by on the part of any other party thereto; (ii) parties to the Material Contracts, except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments for any breaches, defaults, terminations, modifications, accelerations, conditions or events which have been received by Seller by cured or on behalf of any party waived or which would not be material to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated herebyBusiness.

Contracts and Commitments. (a) Except as listed and described disclosed, as required herein, on Schedule 1.68 and Schedule 2.1.4the attached Contracts Schedule, neither Seller nor any party acting on behalf of Seller is not, with respect to Seller's Knowledge and consent is ’s Table Games Business, a party to any written oral or oral (for which Purchaser shall be bound following the Closing Date):written: (i) Contract for the future purchase ofcontract with any labor union or any bonus, pension, profit sharing, retirement or any other form of deferred compensation plan or any stock purchase, stock option or similar plan or practice, whether formal or informal, or payment for, supplies any severance agreement or products, or for the performance of services by another party, involving in any one case $10,000 or morearrangement; (ii) Contract to sell management agreement, contract for the employment of any officer, partner, individual employee or supply products other person on a full-time, part-time or to perform services, involving in consulting basis or providing for the payment of any one case $10,000 cash or more (except for any Resident/Patient's Agreement)other compensation or benefits upon the sale of Seller’s Table Games Business or prohibiting competition or the disclosure of trade secrets or confidential information; (iii) Contract agreement or indenture relating to Indebtedness or to mortgaging, pledging or otherwise placing a lien on any of Seller’s assets or letter of credit arrangements; (iv) agreements with respect to the lending or investing of funds; (v) nondisclosure or confidentiality agreements with respect to the Table Games Business; (vi) lease or agreement under which Seller is lessee of or holds or operates any property, real or personal, owned by any other party for which the annual rental exceeds $25,000; (vii) lease or agreement under which Seller is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by Seller; (viii) broker, distributor, vendor, customer or maintenance agreements; (ix) other contract or group of related contracts with the same party continuing over a period of more than six months from the date hereof or exceeding dates thereof, not terminable by Seller upon 30 days’ or less notice without penalty or involving more than $10,000 25,000; (x) contract which prohibits Seller from freely engaging in value Seller’s Table Games Business anywhere in the world; (except for xi) contract relating to the marketing, sale, distribution, reproduction, advertising or promotion of its products; (xii) franchise or agency agreements; (xiii) agreement with any Resident/Patient's Agreementofficer, director, employee, shareholder, or Affiliate of Seller or any individual related by marriage or adoption to any such individual or any entity in which any such Person owns any beneficial interest (collectively, the “Insiders”); (ivxiv) representative, sales agency, dealer warranty agreement with respect to products sold or distributor Contract; (v) lease indemnity agreement with any supplier to Seller’s Table Games Business under which Seller is either lessor obligated to indemnify such supplier against product warranty or lessee other than infringement or similar claims; (xv) agreements relating to ownership of or investments in any business or enterprise, including investments in joint ventures and minority equity investments; (xvi) power of attorney executed by or on behalf of Seller; (xvii) agreements and licenses (including all inbound licenses) to which Seller is a party with respect to the Real Property Leasedany Seller’s Table Games Intellectual Property; (vixviii) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter agreements or group of credit agreement, loan agreement related agreements pursuant to which Seller has derived revenue or other Contract or consideration in excess of $5,000 in the aggregate for the borrowing or lending of money all such agreements (including and without limitation loans regard to or from Employees) or guaranteeprofits, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) licensecosts, franchise, distributorship or other agreementdeductions) between June 1, including those that relate in whole or in part to any patent, trademark, trade name, service mark xx copyright or to any ideas, technical assistance or other know-how of or used by 2006 and the BusinessClosing Date; or (xxix) any other agreement material Contract to Seller’s Table Games Business, whether or not made entered into in the ordinary course Ordinary Course of Seller's business consistent with past practice. Each of Business. (b) Except as disclosed, as required herein, on the attached Contracts Schedule, (i) no contract or commitment required to be disclosed on the Contracts and other instruments, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable has been breached in accordance with its terms, Seller and, to Seller's Knowledge any material respect or cancelled by the other party thereto, are in compliance (ii) Seller has performed all obligations under the contracts required to be disclosed on the Contracts Schedule required to be performed by Seller and there is no material breach of or default under any lease, contract, commitment or other agreement to which Seller is a party with the provisions thereof, Seller and, respect to Seller's Knowledge ’s Table Games Business or any other party theretoevent which, are not in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein, and no event has occurred that with or without the upon giving of notice or lapse of time, time or both, would constitute such a default by Seller thereunder andbreach or default, to Seller's Knowledge, a default by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) Seller has no consent present expectation or approval intention of not fully performing any party obligation pursuant to any Contractcontract required to be disclosed on the Contracts Schedule, commitmentand (iv) each contract required to be disclosed on the Contracts Schedule is, lease or other instrumentto the best of Seller’s Knowledge, document or undertaking listed on Schedule 1.68 legal, valid, binding, enforceable and Schedule 2.1.4 is required for the execution of this Agreement or in full force and effect, and will continue as such following the consummation of the transactions contemplated herebyhereby (subject to bankruptcy, moratorium and similar laws and subject to the application of specific performance and other equitable principles). (c) Buyer has heretofore been supplied with a true and correct copy of all written contracts (and a true and correct written description of all oral contracts) which are disclosed on the attached Contracts Schedule, together with all amendments, exhibits, attachments, waivers or other changes thereto. (d) There are no contracts, licenses, or other agreements of any kind other than those disclosed, as required herein, on the Contracts Schedule that are used in or a part of Seller’s Table Games Business.

Contracts and Commitments. Except as listed The SPAR Disclosure Letter sets forth an accurate, correct and described on Schedule 1.68 complete list of all material agreements, contracts, commitments, arrangements and Schedule 2.1.4understandings, neither Seller nor written or oral, including all amendments and supplements thereto, of each SPAR Marketing Company (the "SPAR Contracts"), to which any party acting on behalf of Seller with Seller's Knowledge and consent SPAR Marketing Company is a party to or is bound, or by which any written or oral (for of their respective assets are bound, and which Purchaser shall be bound following the Closing Date):involve any: (ia) Contract agreement, contract, commitment or other legally binding arrangement with any present or former (within the past two years) officer, employee or material consultant involving annual salaries or minimum annual payments of $100,000 or more (excluding normal salesmen's commissions); (b) agreement, contract, commitment or other legally binding arrangement for the future purchase of, or payment for, supplies or products, or for the performance of services by another party, a third party involving in any one case $10,000 100,000 or moremore (other than those that may be terminated without penalty); (iic) Contract agreement, contract, commitment or other legally binding arrangement to sell or supply products or to perform services, services involving in any one case $10,000 100,000 or more (except for any Resident/Patient's Agreementother than those that may be terminated without penalty); (iiid) Contract agreement, contract, commitment or other legally binding arrangement continuing over a period of more than six twelve months from the date hereof and requiring more than $100,000 in annual payments by a SPAR Marketing Company; (e) sales representative, sales agency or exceeding $10,000 in value similar agreement, contract, commitment or other legally binding arrangement with any Person not under the employ, control or direction of a SPAR Marketing Company; (except for f) agreement, contract, commitment or other legally binding arrangement containing a provision to indemnify any Resident/Patient's Agreementperson or entity or assume any tax, environmental or other non-ordinary course liability; (g) agreement, contract, commitment or other legally binding arrangement with any Governmental Entity (other than a SPAR Permit); (iv) representative, sales agency, dealer or distributor Contract; (v) lease under which Seller is either lessor or lessee other than with respect to the Real Property Leased; (vih) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or contract for the borrowing or lending of money (including without limitation loans to money, or from Employees) or any guarantee, pledge or undertaking of or credit support for the indebtedness of any other Personperson by any SPAR Marketing Company; (viii) Contract agreement, contract, commitment or other legally binding arrangement for any charitable or political contribution; (viiij) Contract agreement, contract, commitment or other legally binding arrangement for any capital expenditure or leasehold improvement in excess of $100,000; (k) agreement, contract, commitment or other legally binding arrangement limiting or restraining Seller restraining: (i) any SPAR Marketing Company or any successor or assign thereto from engaging in the businesses of the SPAR Parties or PIA Parties post Merger (other than any customer contract not in excess of $100,000 that may contain such a prohibition with respect to the performance of services for the customer's competitors); or (ii) to the knowledge of any SPAR Marketing Company, any employee of any SPAR Marketing Company from engaging in or competing in any likeness with the businesses of business with any Person; (ix) license, franchise, distributorship the SPAR Parties or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark xx copyright or to any ideas, technical assistance or other know-how PIA Parties post Merger on behalf of or used by the BusinessParties; or (xl) agreement, contract, commitment or other legally binding arrangement of any other material Contract SPAR Marketing Company not made in the ordinary course of Seller's business consistent with past practice. Each (other than as would have been disclosable in one of the preceding clauses but for the amount or term thereof); in each case excluding the SPAR Premerger Agreements, the SPAR Realty Leases, the SPAR Personalty Leases, the SPAR Trademark Licenses, the SPAR Permits and this Agreement (which are not intended, and shall not be deemed or construed, to be SPAR Contracts). Except as otherwise set forth in the SPAR Disclosure Letter: (A) each of the SPAR Contracts and other instruments, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its termsall material respects, Seller andexcept as may be limited by the Bankruptcy Exceptions; (B) each SPAR Marketing Company is, and to Seller's Knowledge any the knowledge of such SPAR Marketing Company, all other party theretoparties thereto are, are in material compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not thereof in default in the performance, observance or fulfillment of any all material obligation, covenant or condition contained therein, respects; and (C) no event SPAR Marketing Company is nor has occurred that with or without the giving of notice or lapse of time, or both, would constitute ever been a default by Seller thereunder and, to Seller's Knowledge, a default by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services contract with any Governmental Entity subject to be rendered retroactive price redetermination or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated herebyrenegotiation.

Contracts and Commitments. (a) Except as listed and described set forth on Schedule 1.68 and Schedule 2.1.4the attached Contracts Schedule, neither Seller the Company nor any party acting on behalf of Seller with Seller's Knowledge and consent the ContentGuard Subsidiary is a party to any written or oral (for which Purchaser shall be bound following the Closing Date):any: (i) Contract contract for the future purchase ofemployment of any officer, individual employee or payment for, supplies other person on a full-time or products, or for the performance of services by another party, involving in any one case $10,000 or moreconsulting basis; (ii) Contract agreement or indenture relating to sell or supply products the borrowing of money or to perform servicesmortgaging, involving in pledging or otherwise placing an Encumbrance on any one case $10,000 of the Company’s or more (except for any Resident/Patient's Agreement)the ContentGuard Subsidiary’s assets; (iii) Contract continuing over a period guaranty of more than six months from the date hereof any obligation for borrowed money or exceeding $10,000 in value (except for any Resident/Patient's Agreement)other material guaranty; (iv) representativelease or agreement under which it is lessee of or holds or operates any personal property owned by any other party, sales agency, dealer or distributor Contractfor which the annual rental exceeds $50,000; (v) lease or agreement under which Seller it is either lessor of or lessee other than with respect permits any third party to the Real Property Leasedhold or operate any property, real or personal; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter contract or group of credit agreement, loan agreement or other Contract or related contracts with the same party for the borrowing purchase of products or lending services, under which the undelivered balance of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking such products and services has a selling price in excess of the indebtedness of any other Person$50,000; (vii) Contract for any charitable contract to dispose of, license or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part transfer to any patent, trademark, trade name, service mark xx copyright or Person any rights to any ideasIntellectual Property, technical assistance or other know-how of or used by the Business; or (x) any other material Contract not made than in the ordinary course of Seller's business consistent with past practice. Each ; or (viii) contract which prohibits the Company or the ContentGuard Subsidiary from freely engaging in business anywhere in the world. (b) A complete and accurate copy of all written contracts, agreements, instruments and plans which are referred to on the Contracts Schedule, together with all material amendments, waivers or other changes thereto, have been made available to the Buyer. (c) All of the Contracts contracts, agreements, instruments and other instruments, documents and undertakings plans listed on the Contracts Schedule 1.68 are valid, binding and Schedule 2.1.4 is valid in full force and effect and are enforceable by the Company or the ContentGuard Subsidiary in accordance with its termstheir terms (subject to the effects of bankruptcy, Seller andinsolvency, reorganization, moratorium, fraudulent conveyance or other Laws now or hereafter in effect relating to Seller's Knowledge any other party thereto, are in compliance with creditors’ rights generally and general principles of equity). Neither the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not Company nor the ContentGuard Subsidiary is in default in the performance, observance or fulfillment of any material obligationrespect under any contract, covenant agreement, instrument or condition contained thereinplan listed on the Contracts Schedule, and no event has occurred that with or without to the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder and, to Seller's Company’s Knowledge, a default by any no other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contractscontract, commitmentsagreement, leases and other instruments instrument or plan listed on the Contracts Schedule 1.68 and Schedule 2.1.4 for services to be rendered is in default under any such contract, agreement, instrument or products to be delivered to such party after plan. (d) Neither the Closing Date; and (iii) no consent or approval of any Company nor the ContentGuard Subsidiary is a party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation Tax Sharing Arrangement with any of the transactions contemplated herebySellers.

Contracts and Commitments. (a) Except as listed and described set forth on Schedule 1.68 and Schedule 2.1.46.13, neither no Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent or Subsidiary is a party to or bound by any written of the following types of contracts, whether oral or oral (for written, which Purchaser shall be bound following are directly related to the Closing Date):Business: (i) Contract pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for the future purchase ofdeferred or other compensation to employees or any other employee benefit plan or arrangement, or payment for, supplies any collective bargaining agreement or productsany other contract with any labor union, or for the performance of services by another partyseverance agreements, involving in any one case $10,000 programs, policies or morearrangements; (ii) Contract contract relating to sell the employment or supply products severance of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis or contract relating to perform servicesloans to officers, involving in any one case $10,000 directors or more (except for any Resident/Patient's Agreement)other Insiders; (iii) Contract continuing over a period contract under which any Seller or Subsidiary has advanced or loaned any other Person any amount, other than trade credit extended in the Ordinary Course of more than six months from the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement)Business; (iv) representativeagreement or indenture relating to borrowed money or other Indebtedness or the mortgaging, sales agencypledging or otherwise placing a Lien on any Purchased Asset, dealer or distributor Contractother than Permitted Liens; (v) lease under which Seller is either lessor or lessee other than with respect to the Real Property Leasedguaranty of any obligation; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter lease or agreement under which any Seller or Subsidiary is the lessor of credit agreement, loan agreement or other Contract permits any third party to hold or for operate any personal property owned or controlled by the borrowing Sellers or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other PersonSubsidiaries; (vii) Contract for any charitable contract or political contributiongroup of related contracts (excluding purchase orders issued or received in the Ordinary Course of Business) with the same party or group of affiliated parties the performance of which involves consideration in excess of $100,000; (viii) Contract limiting assignment, license, indemnification or restraining Seller or agreement with respect to any successor or assign from engaging or competing in intangible property (including, without limitation, any likeness of business with any PersonProprietary Rights); (ix) license, franchise, distributorship brokers or other agreement, including those that relate finders agreements; (x) contract or agreement prohibiting it from freely engaging in whole any business or competing anywhere in part to the world; (xi) any patent, trademark, trade name, service mark xx copyright contract or to agreement with any ideas, technical assistance customer or other know-how of or used by the Businesssupplier named on Schedule 6.27; or (xxii) any other material Contract not made agreement, other than in the ordinary course Ordinary Course of Seller's business consistent with past practice. Each Business, which relates to the Business or any Purchased Asset and involves a receipt or expenditure in excess of $100,000 annually. (b) All of the Assigned Contracts and other instrumentsare valid, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid binding and enforceable against the Sellers and, to the Knowledge of Sellers, against the other parties to the Assigned Contracts in accordance with its their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, and as limited by general principles of equity that restrict the availability of equitable remedies. Each Seller and, and each Subsidiary has performed all material obligations required to Seller's Knowledge any other party thereto, are be performed by it and is neither in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not material default under or in default breach of nor in the performance, observance or fulfillment receipt of any material obligation, covenant claim of default or condition contained therein, and no breach under any Assigned Contract. No event has occurred that which with the passage of time or without the giving of notice or lapse both would result in a material default, breach or event of time, noncompliance by the Sellers or both, would constitute a default by Seller thereunder andthe Subsidiaries or, to Seller's Knowledgethe knowledge of Seller Parent, a default by any other party thereto; (ii) except under any Assigned Contract. Except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been 6.13, (i) none of the Sellers has received by Seller by or on behalf written notice of the intention of any party to cancel or terminate any Assigned Contract and (ii) to the knowledge of Seller Parent, there has not been any breach or anticipated breach by the Contracts, commitments, leases other parties to any Assigned Contract. (c) The Seller Parent has made available to the Purchaser Parent a true and other instruments listed correct copy of all written contracts which are disclosed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract6.13, commitmentin each case together with all amendments, lease waivers, or other instrument, document or undertaking listed changes thereto (all of which are disclosed on Schedule 1.68 6.13). Schedule 6.13 contains an accurate and Schedule 2.1.4 is required for the execution complete description of this Agreement or the consummation all material terms of the transactions contemplated herebyall oral contracts referred to therein.

Contracts and Commitments. Except as listed Schedule 3.20 hereto contains a complete, current and described on Schedule 1.68 correct list of all material contracts, commitments, obligations or agreements of the Sellers relating to the operations of the Business, and Schedule 2.1.4all amendments thereto, neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent is a party to any whether written or oral (for the “Contracts”). For purposes of this Section 3.20, a contract which Purchaser is “material” to the Business shall be bound following the Closing Date):include any single contract, whether written or oral: (ia) Contract for the future purchase ofor sale of raw materials, commodities, supplies, inventory, products or payment for, supplies or productsother tangible personal property, or for the furnishing or receipt of services, the performance of services by another party, involving in any one case $10,000 or more; which (iii) Contract to sell or supply products or to perform services, involving in any one case $10,000 or more (except for any Resident/Patient's Agreement); (iii) Contract continuing will extend over a period of more than six months from one year, or (ii) involves consideration in excess of $10,000; (b) which constitutes a consulting or similar agreement having a term greater than one year or which constitutes an employment agreement or an agreement which calls for severance payments; (c) which constitutes an agreement by the date hereof Sellers to pay an employee or exceeding $10,000 in value former employee compensation (except for including any Resident/Patient's Agreementbonus but excluding any benefits made available to Seller’s employees generally); (ivd) representative, sales agency, dealer which constitutes an agreement which restricts the Sellers from carrying out its business anywhere in the world or distributor Contractfrom competing with any other person or which is a confidentiality or non-disclosure agreement; (ve) lease under which Seller is either lessor or lessee other than constitutes an agreement by the Sellers with respect to the Real Property Leasedany affiliate; (vif) notewhich constitutes a franchising, debenturepartnership, bond, conditional sale joint venture or similar agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (viig) Contract for any charitable which is a lease or political contributionother agreement relating to real property, including the Leased Real Property; (viiih) Contract limiting which relates to indebtedness for borrowed money or restraining Seller indemnification or any successor guarantee of the Sellers (including any letter of credit) or assign from engaging which grants any Encumbrance (other than a Permitted Encumbrance) on any assets, rights or competing in any likeness properties of business with any Personthe Sellers, or which is a tax sharing or similar agreement; (ixi) licensewhich deals with any environmental investigations or remediations; (j) which is a license or similar agreement for intellectual property, franchise, distributorship whether as licensee or licensor; (k) which constitutes a union or other collective bargaining agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark xx copyright or to any ideas, technical assistance or other know-how of or used by the Business; or; (xl) any other material Contract not made in which includes or constitutes a power of attorney; (m) which requires the ordinary course of Seller's business consistent with past practice. Each of the Contracts and other instruments, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its terms, Seller and, to Seller's Knowledge any other party thereto, are in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein, and no event has occurred that with or without the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder and, to Seller's Knowledge, a default by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf consent of any party thereto to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated hereby; (n) which was entered into other than in the ordinary course of business; or (o) where the consequences of a breach or default thereunder, or the termination, expiration or cancellation thereof, could reasonably be expected to result in a Material Adverse Effect. True, correct and complete copies of all written Contracts described on Schedule 3.20 have been delivered to the Buyer, together with a complete written description of any oral Contract. Each of the Contracts (including the Real Property Leases) is legal, valid and in full force and effect and is valid, binding and enforceable by the Sellers, as applicable, in accordance with its terms. Except as set forth on Schedule 3.20, the Sellers are not in material default under and has not materially breached any of the Contracts or any other contracts of the Sellers and no act or omission has occurred which, with notice or lapse of time or both, would constitute a material breach or default under any term or provision of any such Contract. To the knowledge the Sellers, no other party is in material breach or default under any of such Contracts, and no act or omission has occurred by any other party thereto which, with notice or lapse of time or both, would constitute such a material breach or default under any term or provision thereof.

Contracts and Commitments. Except as listed and described on Schedule 1.68 and Schedule 2.1.4, neither (a) The Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent is not a party to any written of the following Contracts other than those terminable at the Seller's will without penalty, payment or oral (for which Purchaser shall be bound following the Closing Date):impairment: (i) Contract Any contract with any present or former employee or consultant or for the employment of any person, including any consultant, who is engaged in the conduct of the Business; (ii) Any contract for the future purchase of, or payment for, supplies or products, or for the performance of services by another partya third party which supplies, products or services are used in the conduct of the Business involving in any one case $10,000 25,000 or more; (iiiii) Contract Any contract to sell or supply products ("Goods Contracts") or to perform servicesservices other than customer transportation agreements ("Services Contract") in connection with the Business involving, involving in any one case case, $10,000 100,000.00 or more (except for any Resident/Patient's Agreement)more; (iiiiv) Any distribution, dealer, representative or sales agency Contract, relating to the Business; (v) Any lease under which the Seller is either lessor or lessee relating to the Assets or any property at which the Assets are located; (vi) Any Contract for any charitable or political contribution relating to the Business; (vii) Any Contract for any capital expenditure or leasehold improvement in excess of $25,000; (viii) Any Contract limiting or restraining the Seller, the Business or any successor thereto from engaging or competing in any manner or in any business, nor, to the Seller's knowledge, is any employee of the Seller engaged in the conduct of the Business subject to any such agreement, contract or commitment; (ix) Any franchise or distributorship agreement; or (x) Any Contract relating to the Business not otherwise listed on the Disclosure Schedule and continuing over a period of more than six months from the date hereof hereof, or exceeding $10,000 100,000.00 in value (except for any Resident/Patient's Agreement);value. (ivxi) representativeAny Service Contract other than in the form attached to the Disclosure Schedule with only such changes as are necessary to reflect applicable fees, sales agencytime periods, dealer and other changes therein as do not naturally affect the rights or distributor Contract;obligations of the Seller thereunder. (vb) lease under which The Seller is either lessor or lessee other than with respect has made available to the Real Property Leased;Purchaser complete and correct copies of all written contracts listed on Schedule 5.19, and a complete and correct description in all material respects of all of the material terms of all oral contracts listed on Schedule 5.19, in each case together with a complete and correct copy or description in all material respects, as the case may be, of all amendments thereto. (vic) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark xx copyright or to any ideas, technical assistance or other know-how of or used by the Business; or (x) any other material Contract not made in the ordinary course of Seller's business consistent with past practice. Each of the Contracts listed in the Disclosure Schedule in response to this Section, or not required to be listed therein because of the amount thereof, and other instrumentsto which the Purchaser is to acquire rights or obligations hereunder, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is is, to the Seller's knowledge, valid and enforceable in accordance with its terms. The Seller is, Seller and, and to the Seller's Knowledge any knowledge all other party theretoparties thereto are, are in compliance with the provisions thereof; the Seller is not, Seller and, and to the Seller's Knowledge any knowledge, no other party theretothereto is, are not in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein; and, and to the Seller's knowledge no event has occurred that which with or without the giving of notice or lapse of time, or both, would constitute a default thereunder. This Section 5.19 does not relate to agreements with respect to Intellectual Property, which are instead covered by Seller thereunder and, to Seller's Knowledge, a default by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated herebySection 5.13.

Contracts and Commitments. (i) Except as listed and described set forth on Schedule 1.68 and Schedule 2.1.4SCHEDULE 6.11 or as expressly contemplated by this Agreement, as of each Closing, neither Seller the Company nor any party acting on behalf of Seller with Seller's Knowledge and consent Subsidiary is a party to any written or oral oral: (a) pension, profit sharing, stock option, employee stock purchase or other plan providing for deferred or other compensation to employees or any other employee benefit plan, or any contract with any labor union; (b) contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis or contract relating to loans to officers, directors or affiliates; (c) agreement or indenture relating to the borrowing of money or the mortgaging, pledging or otherwise placing a lien on any material asset or material group of assets of the Company and its Subsidiaries; (d) guarantee of any obligation; (e) contract under which Purchaser shall be bound following the Closing Date):Company or Subsidiary has advanced or loaned any Person amounts in the aggregate exceeding $10,000; (f) lease or agreement under which the Company or any Subsidiary is lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $100,000; (g) lease or agreement under which the Company or any Subsidiary is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by the Company or any Subsidiary; (h) contract or group of related contracts with the same party or group of affiliated parties the performance of which involves a consideration in excess of $100,000; (i) Contract for the future purchase ofassignment, license, indemnification or payment for, supplies or products, or for the performance of services by another party, involving in any one case $10,000 or more; (ii) Contract to sell or supply products or to perform services, involving in any one case $10,000 or more (except for any Resident/Patient's Agreement); (iii) Contract continuing over a period of more than six months from the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement); (iv) representative, sales agency, dealer or distributor Contract; (v) lease under which Seller is either lessor or lessee other than agreement with respect to the Real Property Leased; any intangible property (vi) noteincluding, debenturewithout limitation, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark xx copyright or to any ideascopyright, technical assistance or other know-how of how, trade secret or used by the Business; or (xconfidential information) any other material Contract not made than in the ordinary course of Seller's business; (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) agreement under which it has granted any Person any registration rights (including piggyback rights); (l) contract or agreement prohibiting it from freely engaging in any business consistent or competing anywhere in the world or imposing any obligation of exclusivity upon the Company or any Subsidiary or requiring the Company or any Subsidiary to provide preferred or most favored nations terms to any client or customer; (m) sales agency or brokerage agreement; (n) agreement or arrangement with past practice. Each of any Related Party; (o) agreement imposing any indemnity obligation upon the Contracts and other instruments, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its terms, Seller and, to Seller's Knowledge Company or any Subsidiary; or (p) any other party thereto, are agreement which is material to its operations and business prospects or involves a consideration in compliance with the provisions thereof, Seller and, excess of $100,000 annually. (ii) The Company and each Subsidiary have performed all material obligations required to Seller's Knowledge any other party thereto, be performed by them and are not in default under or in the performance, observance or fulfillment material breach of nor in receipt of any claim of default or breach under any material obligation, covenant agreement or condition contained therein, and other material instrument to which the Company or any Subsidiary is subject; no event has occurred that which with the passage of time or without the giving of notice or lapse both would result in a material default, breach or event of time, noncompliance under any material agreement or both, would constitute a default by Seller thereunder and, other material instrument to Seller's Knowledge, a default by which the Company or any other party theretoSubsidiary is subject; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by neither the Company nor any Subsidiary has any present expectation or on behalf intention of not fully performing all such obligations; neither the Company nor any Subsidiary has knowledge of any party breach or anticipated breach by the other parties to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services contract or commitment to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 which it is required for the execution of this Agreement or the consummation of the transactions contemplated herebya party.

Contracts and Commitments. (a) Except as listed and described on Schedule 1.68 and Schedule 2.1.4disclosed in Section 5.1.10(a) of the Disclosure Letter, neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent Exxxxxxxx is not a party to any written or oral (for which Purchaser shall be bound following the Closing Date):oral: (i) Contract agreement, contract or commitment for the future purchase of, or payment for, feedstocks, supplies or products, or for the performance of services by another partya third party which feedstocks, supplies, products or services are used in the conduct of the Business involving in any one case $10,000 50,000 or more; (ii) Contract agreement, contract or commitment to sell or supply products or to perform services, services in connection with the Business involving in any one case $10,000 50,000 or more (except for any Resident/Patient's Agreement)more; (iii) Contract agreement, contract or commitment relating to the Business, other than Real Property Leases, continuing over a period of more than six months from the date hereof or exceeding $10,000 50,000 in value (except for any Resident/Patient's Agreement)value; (iv) representativedistribution, dealer, representative or sales agencyagency agreement, dealer contract or distributor Contractcommitment relating to the Business; (v) lease under which Seller Exxxxxxxx is either lessor or lessee relating to the Assets or any property at which the Assets are located, other than with respect to the Real Property LeasedLeases; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract contract or commitment for the borrowing or lending of money (including without limitation loans relating to the Business or from Employees) agreement or arrangement for a line of credit or guarantee, pledge or undertaking of the indebtedness Indebtedness of any other PersonPerson relating to the Business; (vii) Contract agreement, contract or commitment for any charitable or political contributioncontribution relating to the Business; (viii) Contract commitment or agreement for any capital expenditure or leasehold improvement in excess of $50,000 relating to the Business; (ix) agreement, contract or commitment limiting or restraining Seller Exxxxxxxx, the Business or any successor or assign thereto from engaging or competing in any likeness of business with manner or in any Personbusiness; (ixx) license, franchise, distributorship or other agreement, including those that relate agreement which relates in whole or in part to any software, patent, trademark, trade name, service mark xx mxxx or copyright or to any ideas, technical assistance or other know-how of or used by Exxxxxxxx in the conduct of the Business; or (xxi) any other material Contract agreement, contract or commitment relating to the Business not made in the ordinary course of Seller's business consistent with past practice. business. (b) Each of the Contracts agreements, contracts, commitments, leases, plans and other instruments, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 or required to be listed in Section 5.1.10(a) of the Disclosure Letter, or not required to be listed therein because of the amount thereof, is valid and enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); Exxxxxxxx is, and to the knowledge of Seller andall other parties thereto are, to Seller's Knowledge any other party thereto, are in compliance in all material respects with the provisions thereof; Exxxxxxxx is not, and to the knowledge of Seller and, to Seller's Knowledge any no other party theretothereto is, are not in default in any material respect in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein, ; and no event has occurred that which with or without the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder andin any material respect thereunder. Except as disclosed in Section 5.1.10(b) of the Disclosure Letter, no written or oral agreement, contract or commitment described or required to Seller's Knowledge, a default by any other party thereto; (iibe described in Section 5.1.10(a) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of the Disclosure Letter requires the consent of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of in connection with the transactions contemplated hereby.

Contracts and Commitments. (a) Seller has delivered to Buyer a correct and complete copy of each Purchased Contract set forth on Schedule 1.01(a)(1) and a written summary of each oral Purchased Contract referred to in Schedule 1.01(a)(1). With respect to each Purchased Contract: (i) the Purchased Contract is valid and enforceable against Seller, and, to the Knowledge of Seller, against each other individual, corporation, partnership, association, limited liability company, trust, unincorporated organization, other entity or group (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended) (each, a “ Person”) party thereto, subject to the Equitable Remedies Exception; (ii) neither Seller nor, to the Knowledge of Seller, any other party is in material breach of any Purchased Contract; and (iii) Seller has not and, to its Knowledge, no other party has repudiated any provision of any Purchased Contract. (b) Except for customer purchase orders accepted in the ordinary course of the Business, Seller is not party to or bound by any material distributor, dealer, sales representative or other similar contract relating to the Business in the United States, other than those that can be terminated on thirty (30) days notice without penalty. (c) Except as listed and described set forth on Schedule 1.68 and Schedule 2.1.4Section 2.07(c) of the Disclosure Schedules, neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent its Affiliates is a party bound to or bound by any written or oral (for which Purchaser shall be bound of the following the Closing Date):contracts: (i) Contract for any contract material to the future purchase ofBusiness or Purchased Assets under which (A) any Intellectual Property licenses are granted to Seller or its Affiliates (other than licenses to Seller of off-the-shelf software available at retail), (B) any covenants not to xxx are granted to Seller or its Affiliates, or payment for, supplies (C) any rights or products, options to acquire Intellectual Property (by license or for the performance of services by another party, involving in any one case $10,000 otherwise) are granted to Seller or moreits Affiliates; (ii) Contract any contract material to sell the Business or supply products Purchased Assets under which (A) any Intellectual Property licenses are granted by Seller or its Affiliates (or are obligated to perform servicesbe granted by Seller or its Affiliates), involving in (B) any one case $10,000 covenants not to xxx are granted by Seller or more its Affiliates, or (except for C) any Resident/Patient's Agreement);rights or options to acquire Intellectual Property (by license or otherwise) are granted by Seller or its Affiliates; and (iii) Contract continuing over a period any contract (A) concerning nonsolicitation of more than six months from the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement); (iv) representative, sales agency, dealer or distributor Contract; (v) lease under which Seller is either lessor or lessee other than with respect to the Real Property Leased; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter customers of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark xx copyright or to any ideas, technical assistance or other know-how of or used by the Business; or (xB) that would limit the freedom, immediately after the Closing, of a purchaser of the Purchased Assets to engage, participate or compete with any other material Contract not made Person in any line of business, or to make use of any Purchased Intellectual Property in the ordinary course United States and/or Canada; or (C) granting most favored nation pricing, exclusive sales, distribution, marketing or other exclusive rights, rights of Seller's business consistent with past practice. Each refusal, rights of first negotiation or similar rights and/or terms to any Person in the United States and/or Canada, which terms would be applicable to a purchaser of the Contracts and other instruments, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its terms, Seller and, to Seller's Knowledge any other party thereto, are in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein, and no event has occurred that with or without the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder and, to Seller's Knowledge, a default by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party Purchased Assets immediately after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated herebyClosing.

Contracts and Commitments. Except as listed (a) Section 5.8 of the Plan Investor Disclosure Schedule lists the following Contracts (including all amendments, modifications and described on Schedule 1.68 and Schedule 2.1.4, neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent supplements thereto) to which a Plan Investor Group Member is a party to any written as of the date hereof (each a “Plan Investor Material Contract” and collectively, the “Plan Investor Material Contracts”), in each case, other than Contracts expressly contemplated by this Agreement or oral (for which Purchaser shall be bound following the Closing Date):other Transaction Documents: (i) (A) any material Contract providing for the future purchase ofborrowing of money or to the issuance of any note, bond, debenture or other evidence of funded indebtedness, or to mortgaging, pledging or otherwise placing a material Encumbrance on any securities or assets of any Plan Investor Group Member; (B) any Contract in the nature of a letter of credit, bankers’ acceptance and similar facilities involving any Plan Investor Group Member as an account party or beneficiary; (C) any Contract in the nature of a capital or direct financing lease that is required by IFRS to be treated as a long-term liability involving annual payments above $250,000 individually; and (D) any Contract containing material earn-out obligations or other contingent payment for, supplies or products, or contingent obligations for the performance deferred purchase price of services by another party, involving in any one case $10,000 property or moreservices; (ii) any material Contract to sell involving any guaranty by a third party of any obligation for borrowed money or supply products other material guaranty, performance or to perform services, involving in any one case $10,000 completion bond or more (except for any Resident/Patient's Agreement)indemnity or surety arrangement; (iii) any license, sublicense, development, collaboration or royalty agreement or other Contract continuing over a period relating to the use by any Plan Investor Group Member of more any material third-party Intellectual Property (other than six months from the date hereof commercially available software or exceeding $10,000 in value (except for any Resident/Patient's Agreementsoftware subject to click-through or shrink-wrap agreements); (iv) representativeany license, sales agencysublicense, dealer development, collaboration or distributor Contractroyalty agreement or other Contract relating to the use of any Intellectual Property of any Plan Investor Group Member by any third party (other than licenses granted to customers, resellers and distributors in the ordinary course of business) pursuant to which any Plan Investor Group Member receives annual payments above $250,000 individually; (v) lease under which Seller is either lessor or lessee any Contract binding any Plan Investor Group Member in respect of a covenant not to compete with any Person, Contracts (other than Distribution Agreements and Contracts entered into in the ordinary course of business) in which any Plan Investor Group Member grants any exclusivity or preferential right of first refusal or right of first offer to any Person or otherwise creates an exclusive relationship binding on any Plan Investor Group Member with respect a Person, in each case, to the Real Property Leasedextent such Contract materially restricts or limits the activities of any Plan Investor Group Member or the ability of any Plan Investor Group Member to engage or compete in any line of business or any geographic area or from developing or commercializing any pharmaceutical products; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other any Contract or for the borrowing acquisition or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness disposition of any business, any merger, consolidation, plan or scheme of arrangement or reorganization, or acquisition or disposition of a material amount of stock or material portion of assets of any Person outside the ordinary course of business, or any material real property (whether by merger, sale of stock, sale of assets or otherwise) to the extent any Plan Investor Group Member has any remaining payment or indemnity obligations thereunder in excess of $250,000 individually, in each case other Personthan sales of inventory in the ordinary course of business; (vii) any Contract for any charitable that by its terms limits the payment of dividends or political contributionother distributions by the Plan Investor; (viii) Contract limiting or restraining Seller any Contract, other than a Distribution Agreement or any successor employment agreements, involving consideration in excess of $250,000 individually, and $500,000 in aggregate for Contracts with substantially the same customer, supplier or assign from engaging subject matter, and which, in each case, cannot be cancelled by the applicable Plan Investor Group Member (a) without penalty or competing in any likeness of business (b) with any Personless than ninety (90) days’ notice; (ix) license, franchise, distributorship Contracts with independent contractors or other agreement, including those that relate in whole consultants which are not cancellable without material penalty or in part to any patent, trademark, trade name, service mark xx copyright or to any ideas, technical assistance or other know-how of or used by the Business; orwithout more than ninety (90) days’ notice; (x) any other material Contract between any directors of any Plan Investor Group Member, any Senior Officers or (in both cases) any of their Affiliates, on the one hand, and such Plan Investor Group Member or any other Plan Investor Group Member, on the other hand; (xi) any material Contract, involving consideration in excess of $250,000 individually, and $500,000 in aggregate, that provides for any joint venture, partnership or similar arrangement or any Contract, involving consideration in excess of $250,000 individually, and $500,000 in aggregate, involving a sharing of revenues, profits, losses, costs or Liabilities between any Plan Investor Group Member, on the one hand, and any other Person, on the other hand excluding, in each case, (A) Distribution Agreements, (B) Contracts among Plan Investor Group Members which are directly or indirectly wholly owned by the Plan Investor and (C) any Contract that would be covered by this clause (x) solely by virtue of an obligation to pay customary royalties on account of product sales; (xii) any “single source” supply Contract pursuant to which goods or materials that are material to the Plan Investor Business are supplied to any Plan Investor Group Member from an exclusive source which source cannot made be replaced without a material increase in cost within ninety (90) days of termination of such Contract; or (xiii) any material Contract with any Governmental Entity outside of the ordinary course of Seller's business consistent with past practicebusiness. (b) The Company either has been supplied with, or has been given access to, a true, correct and complete copy of all written Plan Investor Material Contracts or a summary of all oral Plan Investor Material Contracts. Each of Except as has not had and would not reasonably be expected to have a Plan Investor Material Adverse Effect and except as set forth in the Contracts Plan, each Plan Investor Material Contract (assuming due power and authority of, and due execution and delivery by, the other instrumentsparty or parties thereto) is in full force and effect and is valid, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid binding and enforceable against the applicable Plan Investor Group Member and, to the Plan Investor’s Knowledge, the other parties thereto, in accordance with its termstheir respective terms (except as may be limited by bankruptcy, Seller andinsolvency, moratorium or other similar laws affecting creditors rights). (c) Except as has not had and would not reasonably be expected to Seller's Knowledge any other party theretohave, are in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default individually or in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein, and no event has occurred that with or without the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder and, to Seller's Knowledgeaggregate, a default by any other party thereto; (ii) Plan Investor Material Adverse Effect or except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any Section 5.8 of the ContractsPlan Investor Disclosure Schedule, commitments(i) within the one-year period preceding the date of this Agreement, leases no Plan Investor Group Member has violated or breached, or committed any default in any respect under, any Plan Investor Material Contract that remains uncured as of the date hereof, and (ii) to the Plan Investor’s Knowledge, as of the date of this Agreement, no other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered Person has violated or products to be delivered to such party after breached, or committed any default in any respect under, any Plan Investor Material Contract that remains uncured as of the Closing Datedate hereof; and (iii) as of the date of this Agreement, no consent event has occurred and is continuing through any Plan Investor Group Member’s actions or approval inactions, as applicable, that will result in a violation or breach in any respect of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated herebyprovisions of any Plan Investor Material Contract.

Contracts and Commitments. Except as listed (a) Schedule 2.6 sets forth a true and described on Schedule 1.68 accurate list of the following Contracts and Schedule 2.1.4, neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent is a party commitments relating to any written or oral (for which Purchaser shall be bound following the Closing Date):Businesses: (i) any Contract requiring the expenditure or series of related expenditures of funds in excess of $10,000, other than purchase orders entered into in the Ordinary Course of Business for goods necessary for the future Seller to complete then existing contracts or purchase of, or payment for, supplies or products, or for the performance of services by another party, involving in any one case $10,000 or moreorders; (ii) Contract any loan or advance to, or investment in, any Person or any agreement, contract, commitment or understanding relating to sell the making of any such loan, advance or supply products or to perform services, involving in any one case $10,000 or more (except for any Resident/Patient's Agreement)investment; (iii) Contract continuing over a period of more than six months from the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement)Debt Obligations; (iv) representativeany management service, sales agencyemployment, dealer consulting, leased employee or distributor Contractother similar type of Contract or arrangement; (v) lease under which Seller is either lessor any license, royalty or lessee other than with respect to the Real Property Leasedsimilar agreement; (vi) note, debenture, bond, conditional sale any collective bargaining agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) any Contract for or arrangement pursuant to which Seller grants or is granted any charitable license or political contributionother rights to use any of the assets or any rights of joint use with respect to any of the assets, other than any Personal Property Lease; (viii) any Contract limiting or restraining Seller or any successor or assign from engaging or competing not made in any likeness the Ordinary Course of business with any Person; (ix) license, franchise, distributorship or other agreement, including those Business that relate is to be performed in whole or in part to any patent, trademark, trade name, service mark xx copyright on or to any ideas, technical assistance or other know-how after the date of or used by the Businessthis Agreement; orand (xix) any other material Contract not made in specified above that is material to the ordinary course Businesses. The Seller has delivered to the Buyer true and accurate copies of Seller's business consistent with past practice. Each each document set forth on Schedule 2.6 as amended or modified and each of the Contracts and other instrumentsincluded in the Purchased Contracts as amended or modified. (b) To Seller's Knowledge, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 each of the Purchased Contracts is valid and enforceable by the Seller in accordance with its terms. The Seller has performed all of, Seller andand is not in default with respect to, its material obligations under any of the Purchased Contracts and to the Seller's Knowledge any Knowledge, other party theretoparties thereto have performed all of, are in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, and are not in default in the performancewith respect to, observance their material obligations thereunder. The Seller has not given nor received any notice of termination or fulfillment cancellation of any material obligation, covenant or condition contained therein, and no event has occurred that with or without Purchased Contracts. Schedule 2.6 also sets forth a listing of all Purchased Contracts requiring the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder and, to Seller's Knowledge, a default by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf consent of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services them to be rendered or products transferred to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated herebyBuyer.

Contracts and Commitments. (a) Except as listed set forth in Schedule 3.13 hereto, under the captions "Leases" and described on "Equipment Leases" in Schedule 1.68 3.9 hereto, or under the captions "Third-Party Licenses" and "Third-Party Licenses" in Schedule 2.1.43.15 hereto, neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent Logicraft is not a party to any written or oral (for which Purchaser shall be bound following the Closing Date): any: (i) Contract collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement, or other form of deferred compensation plan; (iii) medical, health or hospitalization insurance or similar plan or practice, whether formal or informal; (iv) contract for the future purchase employment of any officer, individual employee, or other person on a full-time or consulting basis or relative to severance pay or change-in-control benefits for any such person; (v) agreement or indenture relating to the borrowing of money in excess of $50,000 or to mortgaging, pledging or otherwise placing a lien on any of the assets of Logicraft; (vi) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; (vii) lease or agreement under which it is lessor of, or payment forpermits any third party to hold or operate, supplies any property, real or products, or for the performance of services by another party, involving in any one case $10,000 or more; (ii) Contract to sell or supply products or to perform services, involving in any one case $10,000 or more (except for any Resident/Patient's Agreement); (iii) Contract continuing over a period of more than six months from the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement); (iv) representative, sales agency, dealer or distributor Contract; (v) lease under which Seller is either lessor or lessee other than with respect to the Real Property Leased; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; personal; (viii) Contract limiting contract or restraining Seller group of related contracts with the same party for the purchase by Logicraft of products or any successor or assign from engaging or competing services, under which the undelivered balance of such products and services has a purchase price in any likeness excess of business with any Person; $50,000; (ix) license, franchise, distributorship contract or other agreement, including those that relate group of related contracts with the same party for the sale by Logicraft of products or services under which the undelivered balance of such products or services has a sales price in whole or in part to any patent, trademark, trade name, service mark xx copyright or to any ideas, technical assistance or other know-how excess of or used by the Business$50,000; or (x) any contract relating to the distribution of Logicraft's products; (xi) franchise agreement; or (xii) other agreement material Contract to Logicraft's business or not made entered into in the ordinary course of Seller's business consistent business. (b) Prior to the date of this Agreement, Logicraft has made available to Microtest a true and correct copy of each written contract or commitment, and a written description of each oral contract or commitment, referred to in Schedule 3.14, together with past practiceall amendments, waivers or other changes thereto. Each 10 (c) Except as specifically disclosed in Schedule 3.13 hereto, (i) since the date of the Contracts and other instrumentsNovember 30, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable 1996 Balance Sheet, no customer or supplier has indicated that it will stop or decrease the rate of business done with Logicraft, except for changes in accordance with its terms, Seller and, the ordinary course of Logicraft's business; (ii) Logicraft has performed the obligations required to Seller's Knowledge any other party thereto, are be performed by it in compliance connection with the provisions thereof, Seller and, contracts or commitments and Logicraft has not been advised of or received any claim of default under any contract or commitment required to Seller's Knowledge be disclosed under such caption; (iii) Logicraft has no present expectation or intention of not fully performing any other party thereto, are not in default in the performance, observance obligation pursuant to any contract or fulfillment commitment; and (iv) Logicraft has no knowledge of any material obligation, covenant or condition contained therein, and no event has occurred that with or without the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder and, to Seller's Knowledge, a default breach by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered contract or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated hereby.

Contracts and Commitments. Except as listed and described on Schedule 1.68 and Schedule 2.1.4, neither Seller Neither Vitalink nor any party acting on behalf of Seller with Seller's Knowledge and consent ------------------------- its Subsidiaries is a party to any written existing contract, obligation or oral commitment of any type in any of the following categories: (a) contracts for the purchase by Vitalink or any of its Subsidiaries of medicines, materials, supplies or equipment which Purchaser shall be bound following the Closing Date): are not cancellable upon 30 days' or less notice and which either (i) Contract for the future purchase of, or payment for, supplies or products, or for the performance of services by another party, involving in any one case $10,000 or more; (ii) Contract to sell or supply products or to perform services, involving in any one case $10,000 or more (except for any Resident/Patient's Agreement); (iii) Contract continuing over a period of more than six months from the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement); (iv) representative, sales agency, dealer or distributor Contract; (v) lease under which Seller is either lessor or lessee other than with respect to the Real Property Leased; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark xx copyright or to any ideas, technical assistance or other know-how of or used by the Business; or (x) any other material Contract have not made been entered into in the ordinary course of Seller's business and consistent with past practice or (ii) provide for purchase prices substantially greater than those presently prevailing for such materials, supplies or equipment, or (iii) contracts obligating Vitalink or its Subsidiaries to make capital expenditures in excess of $200,000; (b) contracts under which Vitalink has, except by way of endorsement of negotiable instruments for collection in the ordinary course of business and consistent with past practice. Each , become absolutely or contingently or otherwise liable for (i) the performance of any other person, firm or corporation under a contract, or (ii) the whole or any part of the Contracts indebtedness or liabilities of any other person, firm or corporation; (c) powers of attorney outstanding from Vitalink other than as issued in the ordinary course of business and other instrumentsconsistent with past practice with respect to customs, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 insurance, patent, trademark or tax matters, or to agents for service of process; (d) contracts under which any amount payable by Vitalink is valid and enforceable dependent upon, or calculated in accordance with, the revenues or profits of Vitalink or any of its Subsidiaries; (e) contracts with any director, officer or employee of Vitalink other than in such person's capacity as a director, officer or employee of Vitalink; (f) contracts which limit or restrict where Vitalink or any of its termsSubsidiaries may conduct its business or the type or line of business which Vitalink or any of its Subsidiaries may engage in; (g) contracts with any party for the loan of money or availability of credit to or from Vitalink or any of its Subsidiaries (except credit extended by Vitalink or any of its Subsidiaries to its customers in the ordinary course of business and consistent with past practice); or (h) any hedging, Seller andoption, derivative or other similar transaction. True and complete copies of all contracts, obligations and commitments listed in Section 3.20 of the Vitalink Disclosure Statement have been delivered or made available to GranCare. All such contracts are in full force and effect. None of Vitalink or its Subsidiaries or, to Sellerthe best of Vitalink's Knowledge knowledge, any other party theretois in breach of or default under any such contracts (and no facts or circumstances exist which could reasonably support the assertion of any such breach or default) except for breaches and defaults by parties other than Vitalink and its Subsidiaries which would not, are in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default singly or in the performanceaggregate with all other such breaches, observance or fulfillment of any material obligation, covenant or condition contained therein, and no event has occurred that with or without the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder and, to Seller's Knowledge, a default by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated herebyan Vitalink Material Adverse Effect.

Contracts and Commitments. Except as listed and described on (a) Schedule 1.68 and Schedule 2.1.4, neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent is a party to any written or oral (for which Purchaser shall be bound following the Closing Date): 4.11 attached hereto lists: (i) Contract for all contracts relating to the future purchase ofBusiness, or payment for, supplies or products, or for the performance of services by another party, involving in any one case $10,000 or more; (ii) Contract to sell or supply products or to perform services, involving in any one case $10,000 or more (except for any Resident/Patient's Agreement); (iii) Contract continuing over a period of more than six months from the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement); (iv) representative, sales agency, dealer or distributor Contract; (v) lease under which Seller is either lessor or lessee other than with respect to the Real Property Leased; (vi) noteExcluded Assets, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement whether or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark xx copyright or to any ideas, technical assistance or other know-how of or used by the Business; or (x) any other material Contract not made in the ordinary course of Seller's business consistent with past practice. Each that (A) require any of the Contracts Sellers or their Affiliates to pay in excess of $25,000 on an annual basis or in excess of $50,000 over the current contract term, or (B) is material to the business, operations, assets, financial condition, results of operations or prospects of the Business, taken as a whole, (ii) each partnership, joint venture, contribution, or other agreement to which any Seller is a party or is otherwise bound involving a sharing of profits, losses, costs or liabilities by the Seller or any of its Affiliates or any third party, relating to the Business; (iii) each written contract or other agreement to which any Seller is a party and containing terms which impose or purport to impose non-competition obligations upon the Business; (iv) each written warranty, guaranty or other instrumentssimilar undertaking with respect to contractual performance extended by Sellers with respect to the Business, documents (v) all real property leases, subleases, under leases, licenses or other occupancy agreements, and undertakings listed all amendments, modifications and supplements thereof (each, a “Real Estate Lease”) to which any Seller or any of its Affiliates is a party relating to the Business, (vi) any contract relating to or evidencing indebtedness of the Business or the Seller or any of its Affiliates in connection with the Business, including mortgages, other grants of security interests, guarantees or notes, and (vii) contracts with any of the Sellers, any Affiliates of any Sellers or any current officer, director, general partner or managing member of the Sellers or any Affiliate of any of the Sellers with respect to the Business ((i) — (vii) collectively, “Material Contracts”). (b) Except as set forth on Schedule 1.68 and Schedule 2.1.4 4.11(b), no Seller has obtained any letter of credit or surety bond for, or given any irrevocable power of attorney, in each case, relating to the Business, to any person, firm or corporation for any purpose whatsoever, in each case, that is valid outstanding or will be in effect on the Closing Date. (c) Each Material Contract is a legal, valid, binding and enforceable agreement and is in accordance with its terms, Seller and, to Seller's Knowledge full force and effect. Except as set forth on Schedule 4.11(c) none of the Sellers have received any other party thereto, are in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default in the performance, observance written notice of termination or fulfillment written notice of any material obligation, covenant default or condition contained therein, and no event has occurred that with or without the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder andany of the Sellers under any Material Contract that would permit termination, give rise to a material penalty or materially adversely modify the terms thereof. None of the Sellers is in default under any Material Contract, nor, to Seller's Knowledgethe Sellers’ knowledge, is any other party to any Material Contract in breach of or default thereunder and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a breach or default by any of the Sellers or any other party thereto; thereunder. (iid) except as set forth on Schedule 1.68 Sellers have heretofore delivered or made available to Purchaser true and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf correct copies of any party to any all of the Material Contracts (including those Assumed Contracts that are Material Contracts), commitmentsincluding all amendments, leases supplements and modifications thereto and provided access to other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation contracts of the transactions contemplated herebyBusiness.

Contracts and Commitments. (a) Except as listed expressly contemplated by this Agreement and described the Related Agreements or as set forth on Schedule 1.68 and Schedule 2.1.4the attached "Contracts Schedule," as of the Closing, neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent the Company is not a party to any written or oral (for which Purchaser shall be bound following the Closing Date):written: (iA) Contract pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any contract with any labor union, or any severance agreements; (B) contract for the future purchase ofemployment of any officer, individual employee or payment forother Person on a full-time, supplies part-time, consulting or productsother basis providing annual compensation in excess of $50,000 or contract relating to loans to officers, directors or affiliates; (C) contract under which the Company has advanced or loaned any other Person amounts in the aggregate exceeding $25,000; (D) agreement or indenture relating to the borrowing of money or the mortgaging, pledging or otherwise placing a lien on any material asset or material group of assets of the Company; (E) guarantee of any obligation in excess of $25,000; (F) lease or agreement under which the Company is lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $25,000; (G) lease or agreement under which the Company is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by the Company; (H) contract or group of related contracts with the same party or group of affiliated parties the performance of services by another party, involving which involves payment obligations on the part of the Company in any one case excess of $10,000 or more25,000; (iiI) Contract to sell assignment, license, indemnification or supply products or to perform services, involving in any one case $10,000 or more (except for any Resident/Patient's Agreement); (iii) Contract continuing over a period of more than six months from the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement); (iv) representative, sales agency, dealer or distributor Contract; (v) lease under which Seller is either lessor or lessee other than agreement with respect to the Real Property Leased; any material intangible property (vi) noteincluding, debenturewithout limitation, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark xx copyright copyright, know-how, trade secret or confidential information) but excluding shrink-wrap licenses for the internal use by the Company of off-the-shelf software; (J) warranty agreement with respect to its services rendered or its products sold or leased (other than the warranty provided to all customers on the Company's Website); (K) agreement under which it has granted any ideasPerson any registration rights (including piggyback rights); (L) contract, technical assistance agreement or other know-how arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or used by the Business; oremployee; (xM) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world (other than covenants contained in agreements listed on the Contracts Schedule); (N) any other material Contract agreement not made in the ordinary course of Seller's business consistent with past practice. Each which is material to its operations or involves payment obligations on the part of the Company in excess of $25,000 annually. (b) To the Company's knowledge, all of the contracts, agreements and instruments set forth on the Contracts and other instrumentsSchedule are valid, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid binding and enforceable in accordance with its their respective terms, Seller and, . The Company has performed all material obligations required to Seller's Knowledge any other party thereto, are in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are be performed by it and is not in material default under or in the performance, observance or fulfillment material breach of nor in receipt of any claim of default or breach under any material obligationcontract, covenant agreement or condition contained thereininstrument to which the Company is subject; to the Company's knowledge, and no event has occurred that which with the passage of time or without the giving of notice or lapse both would result in a material default, breach or event of timenoncompliance under any material contract, agreement or bothinstrument listed on the Contracts Schedule except to the extent that such breach or non-compliance will not have a material adverse effect on the Company's financial condition, would constitute a default by Seller thereunder andoperating results, to Seller's Knowledge, a default by assets or operations; the Company does not have any other party theretopresent expectation or intention of not performing all such obligations; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 the Company has no advance payments have been received by Seller by or on behalf knowledge of any party breach or anticipated breach by the other parties to any of material contract or commitment to which it is a party except to the Contractsextent that such breach or non-compliance will not have a material adverse effect on the Company's financial condition, commitmentsoperating results, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered assets or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated herebyoperations.

Contracts and Commitments. Except Schedule 2.5 sets forth a list, as listed of the date hereof, the following Contracts relating to the Business, the Acquired Assets and/or the Assumed Liabilities (the “Material Contracts”): (a) leases (whether of real or personal property) and described warehousing agreements providing for annual rents or charges of $100,000.00 or more that are not terminable by Seller without payment of any material penalty on Schedule 1.68 notice of 90 days or less; (b) Contracts between Seller and Schedule 2.1.4any Key Supplier and any Key Customer; (c) employment, neither Seller nor consulting or independent contractor Contracts, other than at-will employment Contracts; (d) collective bargaining Contracts with any party acting unions, guilds, shop committees, work councils, collective bargaining groups or other labor organizations; (e) loan Contracts, promissory notes, letters of credit or other evidence of Indebtedness secured in whole or in part by any Encumbrance on behalf any Acquired Asset, except to the extent that the same will be released at or prior to the Closing; (A) Intellectual Property Licenses; and (B) consulting, development, joint development or any other Contract relating to Intellectual Property Rights (in each case, other than Contracts with distributors and customers of Seller entered into by Seller in the Ordinary Course of Business and Contracts for Off-the-Shelf Software); (g) Contracts containing a covenant that restricts Seller, with respect to the Business, from engaging in any line of business or competing with any Person; (h) Contracts with: (A) any owner of Seller's Knowledge and consent is a party to ; (B) any written Related Person of Seller and/or (C) any Affiliate of Seller or oral (for which Purchaser shall be bound following the Closing Date):of any owner of Seller; (i) Contract for the future purchase ofContracts with any Agent or Sales Representative that are not terminable by Seller on notice of no longer than 90 calendar days without liability, penalty or payment for, supplies or products, or for the performance premium of services by another party, involving in any one case $10,000 or morekind; (iij) Contract to sell Contracts that reflect a joint venture, partnership or supply products or to perform services, involving in any one case $10,000 or more (except for any Resident/Patient's Agreement)similar arrangement; (iiik) Contract continuing Contracts involving consideration or other expenditure in excess of $500,000.00 over a period of more than six months from the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement)12 months; (ivl) representative, sales agency, dealer Contracts that require Seller to purchase or distributor Contractsell a stated portion of the requirements or outputs of the Business or that contain “take or pay” provisions; (vm) lease under which Seller is either lessor or lessee all Contracts (i) that provide for the assumption of any Tax (other than with respect as part of an agreement entered into in the Ordinary Course of Business that is primarily not related to Taxes), environmental, or other Liability of any Person, or (ii) the Real Property Leasedprimary purpose of which is indemnification; (vin) noteall Contracts that relate to the acquisition or disposition of any business, debenture, bond, conditional sale agreement, equipment trust agreement, letter a material amount of credit agreement, loan agreement stock or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness assets of any other Person;Person or any real property (whether by merger, sale of stock, sale of assets or otherwise); and (viio) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business all Contracts with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark xx copyright or to any ideas, technical assistance or other know-how of or used by the Business; or (x) any other material Contract not made in the ordinary course of Seller's business consistent with past practiceGovernmental Entity. Each of the Contracts and other instruments, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 Material Contract is valid and enforceable binding on Seller in accordance with its terms, terms and is in full force and effect. None of Seller andor, to Seller's Knowledge ’s Knowledge, any other party theretothereto is in material breach of or default under (or is alleged to be in material breach of or default under), are in compliance with the provisions thereof, Seller and, to Seller's Knowledge or has provided or received any other party thereto, are not in default in the performance, observance or fulfillment written notice of any material obligationintention to terminate, covenant or condition contained thereinany Material Contract. To the Knowledge of Seller, and no event or circumstance has occurred that that, with or without the giving of notice or lapse of time, time or both, would constitute an event of default under any Material Contract or result in a default by Seller thereunder andtermination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. Complete and correct copies of each Material Contract (including all modifications, to Seller's Knowledge, a default by any other party thereto; (iiamendments and supplements thereto and waivers thereunder) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by made available to Buyer. There are no material disputes pending or on behalf of threatened in writing under any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Material Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated hereby.

Contracts and Commitments. Except as listed and described on Schedule 1.68 and Schedule 2.1.4set forth in Schedules 4-G, neither 4-I or 4-J, no Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent is a party to any written or oral (for which Purchaser shall be bound following the Closing Date):oral: (ia) Contract for agreement or indenture relating to the future purchase ofborrowing of money or mortgaging, pledging or payment for, supplies otherwise placing a Lien on any of Sellers' assets or products, or for the performance of services by another party, involving in any one case $10,000 or moreproperty; (iib) Contract to sell lease or supply products agreement under which it is lessee of or to perform services, involving in holds or operates any one case $10,000 or more (except for personal property owned by any Resident/Patient's Agreement)other party; (iiic) Contract lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it; (d) contract relating to the supply or distribution of Sellers' products; (e) contract or group of related contracts with the same party continuing over a period of more than six (6) months from the date hereof or exceeding $10,000 in value dates thereof that is not terminable by each party thereto on thirty (except 30) days or less notice without penalty; (f) license or royalty agreement; (g) agreement, arrangement or understanding with any officer, director, partner, stockholder or other insider or Affiliate of Seller (other than for any Resident/Patient's Agreementemployment on customary terms); (ivh) representative, sales agency, dealer or distributor Contract; contract which prohibits it from freely engaging in business anywhere in the world (v) lease under which Seller is either lessor or lessee other than with respect to the Real Property Leased; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing territorial limitations contained in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark xx copyright or to any ideas, technical assistance or other know-how of or used by the BusinessLicenses); or (xi) any other material Contract agreement relating to the Acquired Assets or the Assumed Liabilities, whether or not made entered into in the ordinary course of Seller's business consistent with past practicebusiness. Each Except as disclosed in Schedules 4-G, 4-I or 4-J, (i) to the best of Sellers knowledge, no contract or commitment described on such schedules has been breached in any material respect or canceled by the Contracts and other instruments, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its terms, Seller and, to Seller's Knowledge any other party theretothat has not been duly cured or reinstated, are (ii) each Seller has in compliance with all material respects performed all of its obligations required to be performed by it under such contracts and commitments to the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are date of this Agreement and is not in default in the performance, observance or fulfillment receipt of any material obligation, covenant written claim of default under any such contract or condition contained thereincommitment, and (iii) to Sellers knowledge, no event has occurred that which, with the passage of time or without the giving of notice or lapse of time, or both, would constitute result in a breach or default by Seller thereunder andunder any such contract or commitment. Buyer has been supplied with a true and correct copy of all written contracts as specified on Schedules 4-G, to Seller's Knowledge4-I or 4-J, a default by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contractstogether with all amendments, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease waivers or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated herebychanges thereto.

Contracts and Commitments. Except (a) As of the date of this Agreement, except as listed and described on Schedule 1.68 and Schedule 2.1.4set forth in schedule 4.19, neither Seller nor any party acting on behalf none of Seller with Seller's Knowledge and consent the Companies is a party to or bound by any of the following agreements, whether such agreements are written or oral (for which Purchaser shall be bound following the Closing Date):oral: (i) Contract contract for the future purchase ofemployment of any person on a full-time, part-time, or payment forconsulting basis or any severance agreements, supplies or products, or for other than at the performance will of services by another party, involving in any one case $10,000 or morethe employer; (ii) Contract promissory note, agreement, or promise to sell pay, or supply products indenture relating to the borrowing of money or to perform servicesmortgaging, involving in pledging, or otherwise placing a lien, security interest, or other charge or encumbrance on any one case $10,000 or more (except for any Resident/Patient's Agreement)of its assets, other than Permitted Liens; (iii) Contract continuing over a period agreements with respect to the lending or investing of more funds, other than six months from agreements entered into in the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement)ordinary course of business and consistent with past practice regarding cash management; (iv) representativelicense or royalty agreements, sales agency, dealer or distributor Contractother than off-the-shelf software and agreements with customers in the ordinary course of business and consistent with past practice; (v) lease under which Seller is either lessor guaranty of indebtedness or lessee liability of any other than with respect to the Real Property Leasedperson or entity; (vi) notelease or agreement under which it is lessee of, debentureor holds or operates, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any personal property owned by any other Personparty that involves annual payments of more than $5,000; (vii) Contract for lease or agreement under which it is lessor of or permits any charitable third party to hold or political contributionoperate any property, real or personal, owned or controlled by it; (viii) Contract limiting contract or restraining Seller group of related contracts with the same party for the purchase by it of supplies, products, or any successor other personal property or assign from engaging for the furnishing or competing receipt of services that involves a sum in any likeness excess of business with any Person$5,000; (ix) license, franchise, distributorship contract that prohibits or other agreement, including those that relate purports to prohibit it or any of its affiliates from freely engaging in whole or business anywhere in part to any patent, trademark, trade name, service mark xx copyright or to any ideas, technical assistance or other know-how of or used by the Business; orworld; (x) any contract relating to the distribution, marketing, or sale of its products or services; (xi) warranty agreement with respect to products or services sold or licensed, other material Contract not made than in the ordinary course of Seller's business and consistent with past practice. Each of the Contracts ; (xii) franchise agreements and license agreements, other instruments, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its terms, Seller and, to Seller's Knowledge any other party thereto, are in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default than in the performanceordinary course of business and consistent with past practice; (xiii) agreements, observance or fulfillment of any material obligation, covenant or condition contained therein, and no event has occurred that with or without the giving of notice or lapse of timecontracts, or bothunderstandings pursuant to which it engages independent contractors and involves a sum in excess of $5,000; or (xiv) other agreement material to it, would constitute a default by Seller thereunder and, to Seller's Knowledge, a default by any other party thereto; (ii) except as set forth on Schedule 1.68 whether or not entered into in the ordinary course of business and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated herebyconsistent with past practice.

Contracts and Commitments. Except as listed and described on Schedule 1.68 and Schedule 2.1.4(a) SCHEDULE 3.11 lists each of the following Contracts (x) by which any of the Purchased Assets, neither the Inventory or the Facilities are bound or affected, or (y) to which Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent is a party to any written or oral (for by which Purchaser shall be it is bound following in connection with the Closing Date):GAP Business, the Purchased Assets or the Inventory: (i) Contract for all Contracts involving aggregate consideration in excess of US$50,000 or requiring performance by any party more than one year from the future purchase ofExecution Date, which, in each case, cannot be cancelled without penalty or payment for, supplies or products, or for the performance of services by another party, involving in any one case $10,000 or morewithout more than 180 days’ notice; (ii) Contract all Contracts that relate to sell the sale of any of the Purchased Assets or supply products or to perform servicesthe Inventory, involving other than in any one case $10,000 or more (except the ordinary course of business, for any Resident/Patient's Agreement)consideration in excess of US$50,000; (iii) Contract continuing over all Contracts that relate to the acquisition of any business, a period material amount of more than six months from the date hereof stock or exceeding $10,000 assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise), in value (except for any Resident/Patient's Agreement)each case involving amounts in excess of US$50,000; (iv) representativeexcept for agreements relating to trade receivables, sales agencyall Contracts relating to Indebtedness (including, dealer or distributor Contractwithout limitation, guarantees), in each case having an outstanding principal amount in excess of US$50,000; (v) lease under which any Contract or other document that limits the freedom of Seller is either lessor or lessee other than with respect any Affiliate of Seller to compete in any line of business similar to the Real Property LeasedGAP Business or to own, operate, sell, transfer, pledge or otherwise dispose of or encumber any asset; (vi) noteany partnership, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement joint venture or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Personsimilar Contract; (vii) Contract for any charitable agency, dealer, sales representative or political contributionother similar agreement; (viii) Contract limiting all Contracts between or restraining among Seller or on the one hand and any successor or assign from engaging or competing in any likeness Affiliate of business with any Person;Seller on the other hand; and (ix) licenseall collective bargaining agreements or Contracts with any labor organization, franchise, distributorship union or other agreement, including those that relate in whole or in part association with respect to any patent, trademark, trade name, service mark xx copyright or to any ideas, technical assistance or other know-how of or used by the Business; orBusiness Employees. (xb) any other material Contract not made in the ordinary course of With respect to Seller's business consistent with past practice. Each ’s obligations thereunder, all of the Contracts and other instruments, documents and undertakings listed set forth on Schedule 1.68 and Schedule 2.1.4 is SCHEDULE 3.11 are valid and binding obligations of Seller, enforceable in accordance with its termstheir respective terms (subject to bankruptcy, Seller andinsolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity). Except as specifically set forth on SCHEDULE 3.11, (i) to Seller's Knowledge ’s knowledge, no Contract or commitment disclosed on SCHEDULE 3.11 has been breached in any material respect by the other party thereto, are in compliance with or cancelled by the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default in and (ii) Seller has performed all material obligations under the performance, observance or fulfillment contracts listed on SCHEDULE 3.11 required to be performed by Seller as of any material obligation, covenant or condition contained therein, the Execution Date and no event has occurred that which, with or without the giving of notice or lapse of time, time or both, would constitute such a material breach or default by Seller. (c) Seller thereunder andhas made available to Buyer a true and correct copy of all written Contracts which are referred to on SCHEDULE 3.11, to Seller's Knowledgetogether with all amendments, a default by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contractsexhibits, commitmentsattachments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease waivers or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated herebychanges thereto.

Contracts and Commitments. Except as listed (a) Contracts. Other than this Agreement and the agreements described on the attached Schedule 1.68 and Schedule 2.1.44.9, neither Seller nor any party acting on behalf ATG nor, to the extent that Almedica as the parent corporation of Seller with Seller's Knowledge and consent ATG obligates ATG, Almedica, is a party to any written or oral (for which Purchaser shall be bound following the Closing Date):oral: (i) Contract pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit, welfare or stock plan or arrangement which is not described on the future purchase ofattached Schedule 4.15, or payment for, supplies or productsany contract with any labor union, or for the performance of services by another party, involving in any one case $10,000 or moreseverance agreement; (ii) Contract to sell contract for the employment or supply products engagement as an independent contractor of any Person on a full-time, part-time, consulting or to perform services, involving in any one case $10,000 or more (except for any Resident/Patient's Agreement)other basis; (iii) Contract continuing over a period of more than six months from the date hereof contract pursuant to which ATG has advanced or exceeding $10,000 in value (except for any Resident/Patient's Agreement); (iv) representativeloaned funds, sales agencyor agreed to advance or loan funds, dealer or distributor Contract; (v) lease under which Seller is either lessor or lessee other than with respect to the Real Property Leased; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (iv) contract or indenture relating to any Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any of the ATG Shares or any of the Assets; (v) contract pursuant to which ATG is the lessee of, or holds or operates, any real or personal property owned by any other Person; (vi) contract pursuant to which ATG is the lessor of, or permits any third party to hold or operate, any real or personal property owned by ATG or of which ATG is a lessee; (vii) Contract for assignment, license, indemnification or other contract with respect to any charitable or political contributionintangible property (including any Proprietary Right) which is material to the Business and is not described on the attached Schedule 4.10; (viii) Contract limiting contract or restraining Seller agreement with respect to services rendered or goods sold or leased to or from others, other than any successor or assign from engaging or competing customer purchase order accepted in any likeness the ordinary course of business and in accordance with any PersonATG's past practice; (ix) license, franchise, contract prohibiting ATG from freely engaging in any business anywhere in the world; (x) independent sales representative or distributorship or other agreement, including those that relate in whole or in part agreement with respect to any patent, trademark, trade name, service mark xx copyright or to any ideas, technical assistance or other know-how of or used by the Business; or (xxi) any executory contract (other than one described in Sections 4.9(a)(i) through 4.9(a)(x)) which is material Contract not made to ATG or involves a consideration in the ordinary course excess of Seller's business consistent with past practice. Each of the Contracts and other instruments, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its terms, Seller and, to Seller's Knowledge any other party thereto, are in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein, and no event has occurred that with or without the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder and, to Seller's Knowledge, a default by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated hereby$25,000.

Contracts and Commitments. Except as listed and described on Schedule 1.68 and Schedule 2.1.4, neither 5.13 lists all of the following contracts or other arrangements (written or oral) related to the Business to which the Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent is a party or by which it or its assets are bound: (a) contracts relating to the manufacture, purchase, distribution, marketing or sales of the Seller’s or any other Person’s products or services (other than purchase and sales orders entered into in the Ordinary Course of Business consistent with past practices and the performance of which by the parties thereto is reasonably expected to be substantially completed within sixty (60) days of the execution thereof), including all volume rebate agreements, “xxxx and hold” or other similar arrangements, and all contracts which designate the Seller as an exclusive manufacturer or supplier of any product or service; (b) contracts, agreements or arrangements for the employment of any officer, individual employee, or other Person on a full-time, part-time, consulting or other basis (excluding oral, at-will employment arrangements the generic terms of which are described on an aggregate basis (i.e., ranges of wages of salary, typical benefits, etc.) on Schedule 5.13); (c) instruments, agreements or indentures relating to Funded Indebtedness or to the mortgaging, pledging or otherwise placing a Lien on any asset or group of assets of the Seller; (d) guarantees of any obligation for borrowed money or otherwise; (e) agreements with respect to the lending or investing of funds; (f) leases or agreements under which the Seller is the lessee, sublessee, occupant, holder or operator of any real or personal property owned by any other party; (g) leases or agreements under which the Seller is the lessor or sublessor of or permits any third party to occupy, hold or operate any real or personal property owned or controlled by the Seller; (h) assignments, licenses, indemnifications or agreements with respect to any written form of intangible property, including, without limitation, any Intellectual Property or oral (for which Purchaser shall be bound following the Closing Date):confidential information; (i) Contract contracts or groups of related contracts with the same party for the future purchase ofor sale of products or services, or payment for, supplies or products, or for the performance of services by another party, involving in any one case $10,000 or moreincluding all purchase orders and sales orders; (iij) Contract to sell or supply products or to perform services, involving in any one case $10,000 or more (except for any Resident/Patient's Agreement)research and development agreements; (iiik) Contract continuing over any contracts containing covenants not to compete or similar provisions (A) binding on the Seller, (B) restricting other Persons for the benefit of the Seller or (C) which otherwise restrict competition granted by the Seller in favor of a period of more than six months from the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement)third party; (ivl) representative, sales agency, dealer contracts which contain a “most favored customer” or distributor Contractsimilar provision; (vm) lease contracts under which the amount payable by the Seller is either lessor dependent on the revenues or lessee other than with respect to the Real Property Leased; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement income or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking similar measure of the indebtedness of any other Person; Business (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor part thereof), or assign from engaging under which the Seller is obligated to pay royalties, commissions or competing in any likeness of business with similar payments to any Person; (ixn) licensemarketing, franchiseagency, distributorship advertising, sales representative, broker, subscription, list management, printing, distribution, fulfillment or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark xx copyright or to any ideas, technical assistance or other know-how of or used by the Businesssimilar contracts; or (xo) any other material Contract agreements or instruments which are otherwise Material to the Business, and which are not made listed in the ordinary course foregoing clauses of Seller's business consistent with past practicethis Section 5.13; (collectively, the “Material Contracts”). Each of the Contracts and other instruments, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 Material Contract is valid and enforceable in accordance with its terms, against the Seller and, to Seller's Knowledge any and the other party parties thereto, are subject to applicable bankruptcy and insolvency Laws and statutes. Except as specifically disclosed on Schedule 5.13, the Seller has performed in compliance with the provisions thereof, Seller and, all respects all obligations required to Seller's Knowledge any other party thereto, are be performed by it and is not in default under or in the performance, observance or fulfillment breach of nor in receipt of any material obligation, covenant claim of default or condition contained therein, breach under any Material Contract; and no event has occurred that which with the passage of time or without the giving of notice or lapse of time, or both, both would constitute result in a default by Seller thereunder and, or breach under any such Material Contract. No other party to Seller's Knowledge, any Material Contract is in default under or in breach of such Material Contract and no event has occurred which with the passage of time or giving of notice or both would result in a default or breach under any such Material Contract. Except as disclosed on Schedule 5.13, each Material Contract is assignable by any the Seller. The unfulfilled sales orders with customers listed on Schedule 1.1(d) and the unfulfilled purchase orders entered into with suppliers listed on Schedule 1.1(d) are assignable by the Seller. The Seller has supplied the Buyer with (i) a true, correct and complete copy of each Material Contract, together with all amendments, waivers or other party changes thereto; , and (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received a reasonably complete description of all material terms of all oral agreements covered by this Section 5.13 to which the Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated herebya party.

Contracts and Commitments. (a) Except as listed for contracts, commitments, plans, agreements and licenses described on in Schedule 1.68 and Schedule 2.1.42.15 hereto , neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent Subsidiary is a party to any written or oral (for which Purchaser shall be bound following the Closing Date):subject to: (i) Contract any contract or agreement for the future purchase ofof any commodity, material, equipment or payment forasset, supplies or productsexcept purchase orders in the ordinary course for less than $1,000 each, or for such orders not exceeding in the performance of services by another party, involving in any one case aggregate [$10,000 or more5,000]; (ii) Contract to sell any other contracts or supply products agreements creating any obligations of Seller or to perform services, involving in any one case $10,000 or more (except for any Resident/Patient's Agreement)Subsidiary after the date of the Base Balance Sheet; (iii) Contract continuing over any contract or agreement providing for the purchase of all or substantially all of its requirements of a period of more than six months particular product from the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement)a supplier; (iv) representative, sales agency, dealer any contract or distributor Contractagreement which by its terms does not terminate or is not terminable without penalty by Seller or such Subsidiary (or its successor or assign) within one year after the date hereof; (v) lease under which Seller is either lessor any contract or lessee other than with respect to the Real Property Leased; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing sale or lending lease of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark xx copyright or to any ideas, technical assistance or other know-how of or used by the Business; or (x) any other material Contract its products not made in the ordinary course of Seller's business; (vi) any contract with any sales agent or distributor of products of Seller or any Subsidiary; (vii) any contract containing covenants limiting the freedom of Seller or any Subsidiary to compete in any line of business consistent or with past practice. Each of the Contracts and other instrumentsany person or entity; or (viii) any license or franchise agreement (as licensor or licensee or franchisor or franchisee). (b) Except as described in Schedule 2.15, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 neither Seller nor any Subsidiary is valid and enforceable in accordance with its terms, Seller and, to Seller's Knowledge any other party thereto, are in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default in the performance, observance or fulfillment of under any material obligation, covenant or condition contained therein, and no event has occurred that with or without the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder and, to Seller's Knowledge, a default by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contractscontracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services plans, agreements or licenses to be rendered which they are party or products to be delivered to such party after the Closing Date; and (iii) no consent by which they are bound or approval has knowledge of any party to termination, cancellation, limitation or modification or change in any Contractbusiness relationship with any material supplier or customer. For the purposes hereof, commitment, lease a supplier or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 customer is required material if it accounts for the execution of this Agreement or the consummation more than two percent (2%) of the transactions contemplated herebyorders or sales, as the case may be, of Seller and its Subsidiaries on a consolidated basis.

Contracts and Commitments. (i) Except as listed and described on Schedule 1.68 and Schedule 2.1.4expressly contemplated by this Agreement or as set forth in SCHEDULE 3(l) attached hereto, neither Seller Networks nor any party acting on behalf Hosting (provided, in the case of Seller Networks, with Seller's Knowledge and consent respect to each of the following items, solely with respect to the conduct by Networks of its Hosting Business) is a party to or bound by any written or oral (for which Purchaser shall be bound following the Closing Date):oral: (iA) Contract pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for the future purchase ofdeferred or other compensation to employees or any other employee benefit plan or arrangement, or payment for, supplies any collective bargaining agreement or productsany other contract with any labor union, or for the performance of services by another partyseverance agreements, involving in any one case $10,000 programs, policies or morearrangements; (iiB) Contract contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $75,000 or contract relating to sell loans to officers, directors or supply products or to perform services, involving in any one case $10,000 or more Affiliates (except for any Resident/Patient's Agreementunless terminable at will without severance obligations); (iiiC) Contract continuing over a period contract or agreement with any Governmental Entity entered into outside the Ordinary Course of more than six months from the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement)Business; (ivD) representative, sales agency, dealer contract under which Hosting or distributor ContractNetworks has advanced or loaned any other Person amounts in the aggregate exceeding $10,000; (vE) lease under which Seller is either lessor agreement or lessee indenture relating to borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien (other than with respect to the Real Property Leaseda Permitted Lien) on any assets of Hosting or Networks; (viF) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness Guarantee of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness Liability of business with any Person; (ixG) settlement, conciliation or similar agreement under which such party has any future obligations or Liability; (H) lease or agreement under which Hosting is lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $25,000; (I) lease or agreement under which Hosting or Networks is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by Hosting Networks; (J) contract or group of related contracts with the same party or group of Affiliated parties the performance of which involves the payment by Hosting or Networks of consideration in excess of $25,000 annually; (K) assignment, license, franchise, distributorship indemnification or other agreement, including those that relate in whole or in part agreement with respect to any patentintangible property (including any Hosting Intellectual Property Rights) entered into outside the Ordinary Course of Business; (L) warranty agreement with respect to its services rendered or its products sold or leased; (M) agreement under which it has granted any Person any registration rights (including demand and piggyback registration rights), trademark, trade name, service mark xx copyright any rights of first refusal or vetoes on the sale of the Acquired Assets; (N) agreement relating to any ideas, technical assistance Investment; (O) contract or other know-how of agreement prohibiting it from freely engaging in any business or used by competing anywhere in the Businessworld; or (xP) any other agreement which is material Contract not made to the operation of its Hosting Business or business prospects or involves a consideration in the ordinary course excess of Seller's business consistent with past practice. Each $25,000 annually. (ii) All of the Contracts contracts, agreements and other instrumentsinstruments referenced on SCHEDULE 3(l) attached hereto (the "HOSTING MATERIAL CONTRACTS") are valid, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid binding and enforceable in accordance with its their respective terms, Seller andexcept as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar Laws affecting creditors' rights generally, and (ii) applicable equitable principles (whether considered in a proceeding at law or in equity). Hosting or Networks, as the case may be, has performed all material obligations required to Seller's Knowledge any other party thereto, are in compliance with be performed by it under the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are Hosting Material Contracts and is not in default under or in the performance, observance or fulfillment breach of nor in receipt of any material obligation, covenant claim of default or condition contained therein, and breach under any Hosting Material Contracts; no event has occurred that which with the passage of time or without the giving of notice or lapse both would result in a default, breach or event of timenoncompliance by Hosting or Networks, as the case may be, under any of the Hosting Material Contracts; neither Hosting nor Networks has any present expectation or both, would constitute a default by Seller thereunder and, to Seller's Knowledge, a default by intention of not fully performing all such obligations; neither Hosting nor Networks has any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf Knowledge of any party breach or anticipated breach of any material obligation to be performed by the other parties to any of the Hosting Material Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and . (iii) no consent or approval VitalStream has been provided access to a true and correct copy of any party to any Contracteach of the written Hosting Material Contracts, commitmenttogether with all amendments, lease waivers or other instrumentchanges thereto, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution an accurate description of this Agreement or the consummation each of the transactions contemplated herebyoral Hosting Material Contracts.

Contracts and Commitments. Except as listed (a) The Companies have previously furnished a true, correct and complete list of each of the agreements, contracts, commitments or instruments described below and, to the extent indicated on Schedule 1.68 such list, true, correct and Schedule 2.1.4complete copies of the indicated agreements, neither Seller nor contracts, commitments or instruments (or, in the case of an oral agreement, contract or commitment, a written description thereof) described below to which any party acting on behalf of Seller with Seller's Knowledge and consent Company or any Subsidiary thereof is a party to any written or oral (for which Purchaser shall be bound following the Closing Date):party: (i) Contract for agreement, contract, commitment or instrument which is material to its operations, business or financial condition or which by the terms of such agreement, contract, commitment or instrument can reasonably be expected to require future purchase ofpayment or receipt (other than those described in Section 2.1.9(iii)) by any Company or Subsidiary thereof, or payment forof any of them collectively, supplies or products, or for the performance of services by another party, involving in any one case $10,000 100,000 or more; (ii) Contract agreement, contract or commitment with any distributor, dealer, manufacturer's representative, sales representative, service or warranty representative and other person, firm or corporation engaged in the sale, distribution, service or repair of its products; (iii) agreement, contract or commitment to sell or supply products or to perform services, services involving receipt of payments of $100,000 in any one case $10,000 year other than those agreements, contracts or more (except for commitments to which any Resident/Patient's Agreement); (iii) Contract continuing over Company or any Subsidiary of any Company is a period party which are on one of more than six months from the date hereof Companies standard form contracts without any material alteration or exceeding $10,000 deviation to such form and in value (except for any Resident/Patient's Agreement)which event a copy of the particular standard form contract has been provided to Purchaser; (iv) representative, sales agency, dealer lease under which any Company or distributor Contractany Subsidiary thereof is either lessor or lessee; (v) lease under which Seller is either lessor or lessee other than with respect to the Real Property Leased; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract contract or commitment for the borrowing or lending of money (including without limitation loans to or from Employees) agreement or arrangement for a line of credit or guarantee, pledge or undertaking of the indebtedness of any other Personperson; (viivi) Contract agreement, contract or commitment for any charitable or political contribution; (vii) commitment or agreement for any capital expenditure or leasehold improvement in excess of $150,000; (viii) Contract agreement, contract or commitment limiting or restraining Seller it, or any successor or assign thereto from engaging or competing in any likeness manner or in any business, nor, to its knowledge, is any employee of business with it subject to any Personsuch agreement, contract or commitment; (ix) license, franchise, distributorship or other agreement, including those that relate agreement which relates in whole or in part to any patent, trademark, trade name, service mark xx copyright or to any ideas, technical assistance or other know-how Intellectual Property (as defined in Section 2.1.11) of or used by any Company or any Subsidiary thereof which are or could reasonably be considered material to the Business; orbusiness of any Company or any Subsidiary thereof; (x) joint venture, partnership or similar agreement to which it is a party in any way providing for the manufacture, marketing or sale of any products of any Company or any Subsidiary thereof; (xi) agreement, contract or commitment granting registration rights to any person with regard to any capital stock or any option, warrant or other similar right or any other security; and (xii) material Contract agreement, contract or commitment not made in the ordinary course of Seller's business consistent with past practice. business. (b) Each of the Contracts agreements, contracts, commitments, leases, plans and other instruments, documents and undertakings (the "Contracts") listed or required to be listed on Schedule 1.68 and Schedule 2.1.4 2.1.9(a) or not required to be listed therein because of the amount thereof is valid and enforceable in accordance with its terms; each Company and Subsidiary thereof is, Seller andand to the Companies' knowledge all other parties thereto are, to Seller's Knowledge any other party thereto, are in compliance with the provisions thereof; no Company or Subsidiary thereof is, Seller and, and to Seller's Knowledge any the Companies' knowledge no other party theretothereto is, are not in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein, therein except where such defaults (individually or in the aggregate) do not have and could not reasonably be expected to have a material adverse effect on the Company or Subsidiary involved; and no event has occurred that which with or without the giving of notice or lapse of time, or both, would be reasonably likely to constitute a default by Seller thereunder andthereunder. Furthermore, to Seller's Knowledgeno such agreement, a default by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contractcontract, commitment, lease lease, plan or other instrument, document or undertaking undertaking, in the reasonable opinion of the Companies, contains any contractual requirement with which there is a reasonable likelihood that the Companies or any other party thereto will be unable to comply except where such failures (individually or in the aggregate) to be in compliance could not reasonably be expected to have a material adverse effect on the Company or Subsidiary involved. Except as listed on Schedule 1.68 and 2.1.9(b), no written or oral Contract described or required to be described on Schedule 2.1.4 is required for 2.1.9(a) requires the execution consent of this Agreement or the consummation of any party in connection with the transactions contemplated hereby.

Contracts and Commitments. (a) Except as listed and described set forth on Schedule 1.68 and Schedule 2.1.42.9, with respect to the Business, neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent is a party to any written or oral (for which Purchaser shall be bound following the Closing Date): its Affiliates has any: (i) Contract for the future purchase of, collective bargaining agreements or payment for, supplies any agreements or products, policies that contain or for the performance of services by another party, involving in include any one case $10,000 severance pay liabilities or more; obligations; (ii) Contract employment, consulting or similar agreement, contract or commitment which is not terminable without penalty or cost by Seller or one of its Affiliates on notice of thirty (30) days or less or contains an obligation of Seller or one of its Affiliates to sell or supply products or to perform services, involving in any one case pay more than $10,000 or more (except for any Resident/Patient's Agreement); 100,000; (iii) Contract continuing over a period lease of more than six months from the date hereof real or exceeding personal property (as lessor or lessee) involving rental payments in excess of $10,000 in value (except for any Resident/Patient's Agreement); 100,000 per annum; (iv) representative, sales agency, dealer note or distributor Contract; other evidence of Indebtedness for borrowed money or the deferred purchase price of property or services (v) lease under which Seller is either lessor or lessee other than with respect to the Real Property Leased; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark xx copyright or to any ideas, technical assistance or other know-how of or used by the Business; or (x) any other material Contract not made accounts payable and accrued expenses incurred in the ordinary course of Seller's business consistent with past custom and practice); (v) agreement, contract or commitment relating to capitalized expenditures of any kind or nature involving unpaid obligations in excess of $100,000; (vi) agreement, contract or commitment relating to the acquisition of assets of, or any interest in, any business enterprise; (vii) license agreement (including any Software License), or any other contract, arrangement or binding commitment, whether written or oral, with any third party relating to Intellectual Property involving payment obligations (whether executory or fully performed) in excess of $100,000; (viii) contract or group of related contracts with the same party for the sale of products or services under which the undelivered balance of such products or services has a sales price in excess of $100,000; or (ix) other contract or agreement which involves payments of $100,000 or more and is not cancelable by any party thereto on thirty (30) days or less notice without penalty or cost. Each of the Contracts and other instrumentscontracts, documents and undertakings listed agreements or commitments required to be disclosed on Schedule 1.68 2.9 is referred to herein as a "Material Contract." Seller has delivered or made available to Purchaser copies of each Material Contract required to be disclosed on Schedule 2.9. (b) Except as expressly disclosed on Schedule 2.9: (i) neither Seller nor any of its Affiliates is in violation of, nor has Seller or any of its Affiliates received any claim, whether written or oral, that any of them has breached any of the terms or conditions of any Material Contract; (ii) each Material Contract is in full force and Schedule 2.1.4 effect and is valid valid, binding and enforceable in accordance with its termswithout any default, Seller andbreach, to Seller's Knowledge any other party thereto, are in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default in the performance, observance waiver or fulfillment of any material obligation, covenant or condition contained therein, and no event has occurred that with or without the giving of notice or lapse of time, or both, would constitute a default indulgence thereunder by Seller thereunder andor any of its Affiliates or, to Seller's Knowledge, a default by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) to Seller's Knowledge, there are no consent facts or approval conditions which have occurred which, through the passage of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement time or the consummation giving of the transactions contemplated herebynotice, or both, could reasonably be expected to constitute a default under any Material Contract.

Contracts and Commitments. (a) Except for this Agreement and the matters specifically contemplated by this Agreement, and except as listed and described on set forth in Schedule 1.68 and Schedule 2.1.44.11(a), neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent respect to the Business, the Company is not a party to any or bound by, and the Purchased Assets are not bound by, whether written or oral (for which Purchaser shall be bound following the Closing Date):oral, any: (i) collective bargaining agreement or Contract for the future purchase ofwith any labor union or any bonus, commissions, pension, profit sharing, retirement or payment forany other form of deferred compensation plan or any stock purchase, supplies stock option, hospitalization insurance or productssimilar plan or practice, whether formal or for the performance of services by another party, involving in any one case $10,000 or moreinformal; (ii) Contract to sell for the employment of any Transferred Employees listed on Schedule 7.7(a) on a full-time or supply products consulting basis or to perform servicesany notice, involving in any one case $10,000 severance or more (except for any Resident/Patient's Agreement)change-of-control agreements; (iii) Contract continuing relating to Indebtedness or to mortgaging, pledging or otherwise placing a Lien on any of the Purchased Assets; (iv) license or royalty Contract; (v) guaranty of any obligation, other than endorsements made for collection; (vi) Material Contract with a customer or supplier; (vii) Material Contract under which it is lessee of, or holds or operates, any personal property owned by any other party calling for payments or under which it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it; (viii) Material Contract for the purchase or sale of supplies, products or other personal property or for the furnishing or receipt of services which calls for performance over a period of more than six months from the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement); (iv) representative, sales agency, dealer or distributor Contract; (v) lease under which Seller is either lessor or lessee other than with respect to the Real Property Leased; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person60 calendar days; (ix) licenseMaterial Contract with any Person for the purchase or supply of vegetables or any other product, franchiseor ingredient or material used in a product, distributorship of the Business; (x) Material Contract for the co-packaging or similar arrangement for any product of the Business; (xi) Contract which prohibits the Company from freely engaging in the Business anywhere in the world; (xii) Material Contract relating to the distribution (including with respect to systems, routes or networks), marketing or sales of the Company’s products; (xiii) Material Contract pursuant to which the Company subcontracts work to third parties; (xiv) Contract relating to the acquisition or sale of the Business (or any material portion thereof); (xv) Contract for warehouse management; (xvi) Contract for movement of freight; (xvii) “take-or-pay” or “requirements” Contract which is Material; (xviii) any other agreementMaterial Contract not already listed under one of the subsections above that involves future payments, including those performance by the Company of services or delivery by the Company of goods or materials; (xix) any other Material Contract not already listed under one of the subsections above that relate in whole or in part is material to any patent, trademark, trade name, service mark xx copyright or to any ideas, technical assistance or other know-how of or used by the Business; or (xxx) any other material Contract not made in the ordinary course of Seller's business consistent with past practice. Each amendment, waiver or modification to any of the Contracts foregoing. (b) Except as disclosed in Schedule 4.11(b) or as would not reasonably be expected to result in a Material Adverse Effect, (i) no Contract or commitment disclosed on, or required to be disclosed on, Schedule 4.11(a) has been breached, defaulted on, or canceled by the other party, and other instrumentsthe Company has no Knowledge of any anticipated breach, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its terms, Seller and, to Seller's Knowledge default or cancellation by any other party theretoto any Contract set forth or required to be set forth on Schedule 4.11(a), are (ii) the Company has performed all the obligations required to be performed by it in compliance connection with the provisions thereofContracts disclosed on, Seller andand the Contracts required to be disclosed on, to Seller's Knowledge any other party thereto, are Schedule 4.11(a) and is not in default under or in the performance, observance or fulfillment breach of any material obligation, covenant or condition contained thereinsuch Contract, and no event has occurred that which with the passage of time or without the giving of notice or lapse both would result in a default or breach thereunder, (iii) the Company does not have a present expectation or intention of timenot fully performing any obligation pursuant to any Contract set forth on, or bothany Contract that is required to be set forth on, would constitute a default by Seller thereunder Schedule 4.11(a), and (iv) each Contract with respect to the Business that is disclosed on, or required to be disclosed on Schedule 4.11(a) is legal, valid, binding, existing, enforceable and in full force and effect and, to Seller's the Company’s Knowledge, a default by any other party thereto; (ii) except will continue as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or following the consummation of the transactions contemplated hereby. (c) The Company has provided Buyer with a true and correct copy of all written Contracts, which are required to be disclosed on Schedule 4.11(a), in each case together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as listed and described on set forth in Schedule 1.68 and 3.16 hereto or any other Schedule 2.1.4hereto, neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent is not a party to any written or oral (for which Purchaser shall be bound following the Closing Date): any: (i) Contract collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement, or other form of deferred compensation plan; (iii) hospitalization insurance, or similar plan or practice, whether formal or informal; (iv) contract for the future purchase employment of any officer, individual employee, or other person on a full-time or consulting basis or relative to severance pay or change-in-control benefits for any such person; (v) agreement or indenture relating to the borrowing 14 21 of money in excess of $25,000 relating to the Business or Acquired Assets or to mortgaging, pledging, or otherwise placing a lien on any of the Acquired Assets; (vi) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; (vii) lease or agreement under which it is lessor of, or payment forpermits any third party to hold or operate, supplies or products, or for the performance of services by another party, involving in any one case $10,000 or more; (ii) Contract to sell or supply products or to perform services, involving in any one case $10,000 or more (except for any Resident/Patient's Agreement); (iii) Contract continuing over a period of more than six months from the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement); (iv) representative, sales agency, dealer or distributor Contract; (v) lease under which Seller is either lessor or lessee other than with respect to the Real Property Leased; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; Acquired Assets; (viii) Contract limiting other agreement material to the Business or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark xx copyright or to any ideas, technical assistance or other know-how of or used by the Business; or (x) any other material Contract not made entered into in the ordinary course of business. Schedule 3.16 sets forth the term of each such contract or commitment and identifies each such contract or commitment which is not terminable at will by Seller's business consistent . (b) Prior to the date of this Agreement, Seller has furnished Purchaser with past practice. Each a true and correct copy of each written contract or commitment, and a written description of each oral contract or commitment, referred to in Schedule 3.16, together with all amendments, waivers, or other changes thereto. (c) Except as specifically disclosed in Schedule 3.16 hereto: (i) since the date of the Contracts and other instrumentsCurrent Financial Statements, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable no customer or supplier has indicated that it will stop or decrease the rate of business done with Seller, except for changes in accordance with its terms, the ordinary course of the Business; (ii) Seller and, has performed in all material respects the obligations required to Seller's Knowledge any other party thereto, are be performed by it in compliance connection with the provisions thereof, contracts or commitments and Seller and, has not been advised of or received any claim of default under any contract or commitment required to Seller's Knowledge be disclosed hereunder; (iii) Seller has no present expectation or intention of not fully performing any other party thereto, are not in default in the performance, observance obligation pursuant to any contract or fulfillment of any material obligation, covenant or condition contained therein, commitment; and (iv) there has been no event has occurred that with or without the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder and, to Seller's Knowledge, a default breach and there is no anticipated breach by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered contract or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated hereby.

Contracts and Commitments. Except as listed (a) Schedule 3.14(a) lists each contract and described on Schedule 1.68 and Schedule 2.1.4agreement related to the Business, neither whether written or verbal, to which Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent is a party as of the date hereof, including the following contracts and agreements related to any written or oral the Business (for which Purchaser shall be bound following such contracts and agreements, together with the Closing DateReal Property Leases, being “Material Contracts”): (i) Contract for the future any contract or agreement (including purchase of, or payment for, supplies or products, or for the performance orders and acknowledgements) which involves consideration in excess of services by another party, involving in any one case $10,000 or more10,000; (ii) Contract to sell any management contract or supply products other contract, agreement or to perform services, involving in any one case $10,000 similar arrangement with independent contractors or more (except for any Resident/Patient's Agreement)consultants; (iii) Contract continuing over a period any contract or agreement relating to Indebtedness and the respective principal amounts outstanding thereunder as of more than six months from the date hereof or exceeding $10,000 in value (except for any Resident/Patient's of this Agreement); (iv) representativeany contract or agreement that limits or purports to limit the ability of Seller, sales agencyor of any employees of Seller, dealer to compete in any line of business or distributor Contractwith any Person or in any geographic area or during any period of time; (v) lease under any contract or agreement (A) that contains any “take or pay” or volume commitment provisions binding upon Seller, (B) that contains provisions granting any exclusive rights, rights of first refusal, rights of first negotiation or similar rights to any Person other than Seller or (C) in which Seller is either lessor agreed to provide “most favored” or lessee other than preferential treatment with respect regard to the Real Property Leasedprices; (vi) noteany contract or agreement concerning a partnership or joint venture; (vii) any employment contracts or agreements, debentureor management, bondconsulting or advisory contracts or agreements with any employee, conditional sale agreement, equipment trust agreement, letter consultant or advisor of credit agreement, loan agreement Seller or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (viiviii) Contract any severance (including early retirement and redundancy) plans or arrangements for any charitable current or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness former employee of business with any PersonSeller; (ix) license, franchise, distributorship any non-disclosure contracts or agreements and non-compete contracts or agreements or other agreement, including those that relate in whole contracts or in part to any patent, trademark, trade name, service mark xx copyright agreements containing confidentiality provisions or to any ideas, technical assistance restrictive covenants binding a current or other know-how former employee of or used by the Business; orSeller; (x) other than the Real Property Leases, any contract or agreement under which Seller is lessee of or holds or operates (A) any real property or (B) any personal property providing for payments in excess of $10,000 annually; (xi) any contract or agreement under which Seller is lessor of or permits any third party to hold or operate any property, real or personal; (xii) any contract or agreement relating to the acquisition or divestiture of the capital stock or other equity securities, assets or business of any Person involving Seller or pursuant to which Seller has any Liability; (xiii) any powers of attorney granted by or on behalf of Seller; (xiv) any sales or distribution contracts or agreements, franchise contracts or agreements and advertising contracts or agreements relating to Seller; (xv) any warranty, guaranty or other similar undertaking with respect to a contractual performance extended by Seller; (xvi) other than employment agreements, any contract or agreement with any of the members of Seller, or Affiliates of Seller or any such members; (xvii) any contract or agreement under which Seller has advanced or loaned any amount to any of its directors, officers and employees; (xviii) any contract or agreement pursuant to which Seller has agreed to defend, indemnify or hold harmless any other material Contract Person not otherwise disclosed in Schedule 3.14(a); (xix) any contract or agreement pursuant to which Seller has agreed to settle any Liability for Taxes; (xx) any contract or agreement pursuant to which Seller has agreed to shift or allocate the Liability of Seller or any other Person for Taxes; (xxi) any contract or agreement whereby Seller has entered into an escrow agreement for Seller software; (xxii) any contracts or agreements with customers for which revenue has been pre-paid; (xxiii) any contract in which Seller has granted a Person (other than Seller) an exclusive license to any of the Purchased Assets; and (xxiv) any other contract or agreement, whether or not made in the ordinary course Ordinary Course of Seller's business consistent with past practice. Each Business, which is material to the conduct of the Business. (b) Purchaser has been supplied with a true and correct copy of all written Material Contracts, together with all material amendments, waivers or other changes thereto, and has been given an accurate written description of all Material Contracts and other instrumentsthat are verbal agreements. (c) Seller is not a party to: (i) contracts or agreements with any Authority or (ii) contracts or agreements with a non-Authority in support of a contract or agreement with an Authority. (d) Except as disclosed in Schedule 3.14(d), documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 each Contract: (i) is valid legal, valid, binding and enforceable in accordance with its terms, on Seller and, to the knowledge of Seller's Knowledge , the other parties thereto, and is in full force and effect and (ii) upon consummation of the transactions contemplated by this Agreement, shall continue in full force and effect and shall not give rise to any termination, amendment, acceleration, cancellation, penalty or other adverse consequence. Except as disclosed in Schedule 3.14(d), neither Seller nor, to the knowledge of Seller, any other party thereto, are is in compliance with breach of, or default under, or has repudiated any provision of or is currently making any payments, including payment of liquidated damages, under any Contract (nor does there exist any condition which upon the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default in the performance, observance passage of time or fulfillment of any material obligation, covenant or condition contained therein, and no event has occurred that with or without the giving of notice would (i) cause such a breach of or lapse of time, default under or both, would constitute a default by Seller thereunder and, to Seller's Knowledge, a default by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by give any third party the right to (A) a rebate, chargeback, refund, credit, claim for royalties, penalty or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to change in delivery schedule under any Contract, commitment(B) accelerate the maturity or performance of any obligation of Seller under any Contract, lease (C) cancel, terminate or other instrumentmodify any Contract). Except as disclosed in Schedule 3.14(d), document or undertaking listed on Schedule 1.68 with respect to each Contract, Seller and Schedule 2.1.4 is required for the execution of this Agreement or the consummation each of the transactions contemplated herebyother parties thereto have complied with the terms and conditions of such Contract.

Contracts and Commitments. (a) Except as listed and described set forth on Schedule 1.68 5.14 with respect to the Business or the Purchased Assets, and Schedule 2.1.4except as a result of the transactions contemplated by this Agreement, neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent is not a party to any written oral or oral (for which Purchaser shall be bound following the Closing Date):written: (i) Contract management agreement, contract for the future purchase ofemployment of any officer, individual employee or payment forother person on a full-time, supplies part-time or products, consulting basis or providing for the performance payment of services by another party, involving in any one case $10,000 cash or moreother compensation or benefits upon the sale of the Business or the Purchased Assets; (ii) Contract agreement pursuant to sell which any current or supply products former employee is entitled to payment for a covenant not to compete with Seller or to perform services, involving in any one case $10,000 or more (except for any Resident/Patient's Agreement)the Business; (iii) Contract continuing over agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a period material Lien on any of more than six months from the date hereof Seller’s assets or exceeding $10,000 in value (except for any Resident/Patient's Agreement)letter of credit arrangements; (iv) representative, sales agency, dealer agreements with respect to the lending or distributor Contractinvesting of funds; (v) lease under which Seller is either lessor license or lessee other than with respect to the Real Property Leasedroyalty agreements; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness guaranty of any obligation for borrowed money, other Personthan endorsements made for collection; (vii) Contract for lease or agreement under which Seller is lessee of or holds or operates any charitable property, real or political contributionpersonal, owned by any other party; (viii) Contract limiting lease or restraining agreement under which Seller is lessor of or permits any successor third party to hold or assign from engaging operate any property, real or competing in any likeness of business with any Personpersonal, owned or controlled by Seller; (ix) licensedistributor, franchisevendor or customer agreements; (x) contract which prohibits Seller from freely engaging in the Business anywhere in the world; (xi) contract relating to the marketing, distributorship sale, advertising or promotion of its products or services; (xii) franchise or agency agreements; (xiii) contract with any officer, director, manager, member, shareholder, parent or other agreement, including those that relate in whole Affiliate; (xiv) warranty agreement with respect to products sold or in part indemnity agreement with any supplier or customer under which Seller is obligated to any patent, trademark, trade name, service mark xx copyright indemnify such supplier or to any ideas, technical assistance or other know-how of or used by the Businesscustomer against liability claims; or (xxv) agreements relating to ownership of or Investments in any other material Contract not made business or enterprise, including Investments in the ordinary course of Seller's business consistent with past practice. Each joint ventures and minority equity investments. (b) All of the Contracts contracts, leases, agreements and other instruments, documents and undertakings listed instruments set forth or required to be set forth on Schedule 1.68 and Schedule 2.1.4 is valid 5.14 are valid, binding and enforceable in accordance with its termstheir respective terms except to the extent that the enforcement thereof may be subject to the application of Equitable Principles. Except as set forth on Schedule 5.14, (i) Seller and, has substantially performed all obligations required to Seller's Knowledge any other party thereto, are in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are be performed by it and is not in default under or in the performance, observance or fulfillment breach of nor in receipt of any material obligationclaim of default or breach under any contract, covenant lease, agreement or condition contained therein, and instrument to which Seller is subject; (ii) no event has occurred that which with the passage of time or without the giving of notice or lapse both would result in a default, breach or event of time, or both, would constitute a default noncompliance by Seller thereunder andunder any contract, lease, agreement or instrument to Seller's Knowledge, a default by any other party theretowhich Seller is subject; (iiiii) except Seller, as set forth on Schedule 1.68 of the date hereof, has no present expectation or intention of not fully performing all such obligations; and Schedule 2.1.4 (iv) Seller has no advance payments have been received by Seller by or on behalf Knowledge of any breach or anticipated breach by the other parties to any contract, lease, agreement, instrument or commitment to which it is a party. Seller is not a party to any contract, agreement or commitment the performance of which could reasonably be expected to have a Material Adverse Effect. (c) Schedule 5.14 sets forth each contract, commitment or obligation of Seller, which is secured by a letter of credit, performance bond, guarantee or the Contractslike (other than guarantees of Seller) and the nature and amount of such security. (d) Buyer has been afforded an opportunity to review, commitmentsand if so requested by Buyer, leases to receive a true and other instruments listed correct copy of all written contracts (and a true and correct written description of all oral contracts) which are referred to on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract5.14, commitmenttogether with all amendments, lease exhibits, attachments, waivers or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated herebychanges thereto.

Contracts and Commitments. (a) Except as listed specifically contemplated by this Agreement and described except as set forth on Schedule 1.68 and Schedule 2.1.4the "Contracts Schedule" attached hereto, neither the Seller nor ------------------ any party acting on behalf of Seller with Seller's Knowledge and consent its Subsidiaries is a party to any or bound by, whether written or oral (for which Purchaser shall be bound following the Closing Date):oral, any: (i) Contract for the future purchase ofcollective bargaining agreement or contract with any labor union or any bonus, pension, profit sharing, retirement or payment forany other form of deferred compensation plan or any stock purchase, supplies stock option, hospitalization insurance or productssimilar plan or practice, whether formal or for the performance of services by another party, involving in any one case $10,000 or moreinformal; (ii) Contract to sell contract for the employment of any officer, individual employee or supply products other person on a full-time or to perform services, involving in consulting basis or any one case $10,000 or more (except for any Resident/Patient's Agreement)severance agreements not terminable by the Seller at will; (iii) Contract agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien on any of its assets; (iv) contract under which the Seller or any of its Subsidiaries has advanced or loaned any other Person amounts in the aggregate exceeding $25,000; (v) agreements with respect to the lending or investing of funds of the Seller, not terminable at will; (vi) material license or royalty agreements; (vii) guaranty by the Seller of any obligation, other than endorsements made for collection and other than by assignment of a contract entered into in the Ordinary Course of Business; (viii) management, consulting, advertising, marketing, promotion, technical services, advisory or other contract or other similar arrangement relating to the design, marketing, promotion, management or operation of the Business, calling for payments by the Seller in excess of $75,000 annually; (ix) outstanding powers of attorney executed on behalf of the Seller, other than designations of agents for service of process and other such arrangements in the Ordinary Course of Business; (x) lease or agreement under which it is lessee of, or holds or operates, any personal property owned by any other party calling for payments in excess of $75,000 annually; (xi) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it, calling for payments to the Seller in excess of $75,000 annually; (xii) contract or group of related contracts with the same party continuing over a period of more than six months (6) from the date hereof or exceeding dates thereof, not terminable by it on 60 days or less notice without penalties or involving more than $10,000 in value (except for any Resident/Patient's Agreement)75,000; (ivxiii) representative, sales agency, dealer any confidentiality agreement or distributor Contractsimilar arrangement which is material to the Business or which is to be assumed by the Purchaser; (vxiv) lease under contract which Seller is either lessor or lessee other than with respect to prohibits it from freely engaging in business anywhere in the Real Property Leased; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark xx copyright or to any ideas, technical assistance or other know-how of or used by the Businessworld; or (xxv) any other unrecorded agreement material Contract to it whether or not made entered into in the ordinary course Ordinary Course of Seller's business consistent with past practice. Each of Business. (b) Except as disclosed on the Contracts Schedule, (i) no contract or ------------------ commitment required to be disclosed on the Contracts Schedule has been breached ------------------ or canceled by the other party and other instruments, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its terms, the Seller and, to Seller's Knowledge has no knowledge of any anticipated breach by any other party theretoto any contract set forth on the Contracts --------- Schedule, are (ii) since August 31, 1997, no supplier or material customer has -------- indicated in compliance writing or orally to the Seller, any of its Subsidiaries or any Stockholder that it shall stop or materially decrease the rate of business done with the provisions thereofSeller or any of its Subsidiaries or that it desires to renegotiate, in any material respect, any contract or current arrangement with the Seller andor any of its Subsidiaries, (iii) the Seller and each of its Subsidiaries have performed all the obligations required to Seller's Knowledge any other party thereto, be performed by them in connection with the contracts or commitments required to be disclosed on the Contracts --------- Schedule and are not in default under or in the performance, observance or fulfillment breach of any material obligation, covenant contract or condition contained thereincommitment -------- required to be disclosed on the Contracts Schedule, and no event has occurred that ------------------ which with the passage of time or without the giving of notice or lapse of time, or both, both would constitute result in a default by or breach thereunder, (iv) neither the Seller thereunder and, nor any of its Subsidiaries has any present expectation or intention of not fully performing any obligation pursuant to Seller's Knowledge, a default by any other party thereto; (ii) except as contract set forth on Schedule 1.68 the Contracts Schedule, and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated hereby.------------------

Contracts and Commitments. (a) Except as listed specifically contemplated by this Agreement and described on except as set forth in Schedule 1.68 and 3.8, Schedule 2.1.43.9, neither Schedule 3.10 or Schedule 3.15, Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent is not a party to any or bound by, whether written or oral (for which Purchaser shall be bound oral, any of the following the Closing Date):executory agreements or arrangements if an Assumed Contract or an Assumed Liability: (i) Contract contract for the future purchase ofemployment of any officer, individual employee or payment forother person on a full-time, supplies part-time, consulting or productsother basis or contract relating to loans to officers, directors, employees or for the performance of services by another party, involving in Affiliates or any one case $10,000 or moreseverance agreements; (ii) Contract agreement or indenture relating to sell or supply products the borrowing of money or to perform servicesmortgaging, involving in pledging or otherwise placing a Lien on any one case $10,000 or more (except for any Resident/Patient's Agreement)of the Purchased Assets; (iii) Contract continuing over guarantee of any obligation for borrowed money or otherwise in excess of $10,000; (iv) material license or royalty agreements relating to the Purchased Assets (other than off-the-shelf software); (v) material lease or agreement under which it is lessee of, or holds or operates, any personal property owned by any other party which constitutes a period part of the Purchased Assets; (vi) lease or agreement under which it is lessor of or permits any third party to hold or operate any Purchased Assets owned or controlled by Seller; (vii) contract relating to the distribution, marketing or sales of its products or the products of others by the Business; (viii) contract or group of related contracts with the same party or group of affiliated parties the performance of which involves consideration in excess of $25,000, other than purchase orders cancelable upon less than 30 days notice; (ix) assignment, license, indemnification or agreement with respect to any Intangible Property (other than off-the-shelf software); (x) warranty agreement with respect to its services rendered or its products sold or leased; (xi) agreement relating to any business acquisition, merger, sale or purchase of substantial assets, equity financings, recapitalizing or reorganizations; (xii) agreement involving payments in excess of $10,000 with a term of more than six months from the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement)which is not terminable by Seller upon less than 30 days notice without penalty; (ivxiii) representative, sales agency, dealer contract or distributor Contract; (v) lease under which Seller is either lessor or lessee other than with respect to the Real Property Leased; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or prohibiting it from Employees) or guarantee, pledge or undertaking of the indebtedness of freely engaging in any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging business or competing anywhere in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark xx copyright or to any ideas, technical assistance or other know-how of or used by the Businessworld; or (xxiv) any other agreement which is material Contract not made in to the ordinary course of Seller's business consistent with past practice. Each Business. (b) All of the Contracts contracts, agreements and other instrumentsinstruments set forth on Schedule 3.9 are valid, documents binding and undertakings enforceable against Seller in accordance with their respective terms. Seller has performed in all material respects all obligations required to be performed by it under the contracts, agreements and instruments listed on Schedule 1.68 3.9 and Schedule 2.1.4 is valid and enforceable in accordance with its terms, Seller and, to Seller's Knowledge any other party thereto, are in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default under or in the performance, observance or fulfillment breach of nor in receipt of any material obligationclaim (other than credit or debit memos of less than $60,000) of default or breach under any contract, covenant agreement or condition contained therein, and instrument listed on Schedule 3.9; no event has occurred that which with the passage of time or without the giving of notice or lapse both would result in a default, breach or event of time, or both, would constitute a default noncompliance by Seller thereunder andunder any contract, to Seller's Knowledge, a default by any other party thereto; (ii) except as set forth agreement or instrument listed on Schedule 1.68 and Schedule 2.1.4 3.9 ; Seller does not have any present expectation or intention of not fully performing all such obligations; Seller has no advance payments have been received by Seller by or on behalf Knowledge of any breach or anticipated breach by the other parties to any contract, agreement, instrument or commitment listed on Schedule 3.9; and Seller is not a party to any contract or commitment which would have a Material Adverse Effect. (c) Seller has provided Designated Buyer with a true and correct copy of the Contracts, commitments, leases and other instruments listed all written contracts which are required to be disclosed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract3.9, commitmentin each case together with all amendments, lease waivers or other instrument, document or undertaking listed changes thereto (all of which are disclosed on Schedule 1.68 3.9). Schedule 3.9 contains an accurate and Schedule 2.1.4 is required for the execution complete description of this Agreement or the consummation all material terms of the transactions contemplated herebyall oral contracts referred to therein.

Contracts and Commitments. Except as listed (a) Schedule 3.14(a) lists each contract and described on Schedule 1.68 and Schedule 2.1.4agreement related to the Business, neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent whether written or verbal, to which SE is a party as of the date hereof, including the following contracts and agreements related to any written or oral the Business (for which Purchaser shall be bound following such contracts and agreements, together with the Closing DateReal Property Leases, being “SE Material Contracts”): (i) Contract for the future any contract or agreement (including purchase of, or payment for, supplies or products, or for the performance orders and acknowledgements) which involves consideration in excess of services by another party, involving in any one case $10,000 or more15,000; (ii) Contract to sell any management contract or supply products other contract, agreement or to perform services, involving in any one case $10,000 similar arrangement with independent contractors or more (except for any Resident/Patient's Agreement)consultants; (iii) Contract continuing over a period any contract or agreement relating to Indebtedness and the respective principal amounts outstanding thereunder as of more than six months from the date hereof or exceeding $10,000 in value (except for any Resident/Patient's of this Agreement); (iv) representativeany contract or agreement that limits or purports to limit the ability of SE, sales agencyor of any employees of SE, dealer to compete in any line of business or distributor Contractwith any Person or in any geographic area or during any period of time; (v) lease under which Seller is either lessor any contract or lessee agreement (A) that contains any “take or pay” or volume commitment provisions binding upon SE, (B) that contains provisions granting any exclusive rights, rights of first refusal, rights of first negotiation or similar rights to any Person other than SE or (C) in which SE agreed to provide “most favored” or other preferential treatment with respect regard to the Real Property Leasedprices; (vi) noteany employment contracts or agreements, debentureor management, bondconsulting or advisory contracts or agreements with any employee, conditional sale agreement, equipment trust agreement, letter consultant or advisory of credit agreement, loan agreement SE or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable contract or political contributionagreement concerning a partnership or joint venture; (viii) Contract limiting any severance (including early retirement and redundancy) plans or restraining Seller arrangements for any current or any successor or assign from engaging or competing in any likeness former employee of business with any PersonSE; (ix) license, franchise, distributorship any non-disclosure contracts or agreements and non-compete contracts or agreements or other agreement, including those that relate in whole contracts or in part to any patent, trademark, trade name, service mark xx copyright agreements containing confidentiality provisions or to any ideas, technical assistance restrictive covenants binding a current or other know-how former employee of or used by the Business; orSE; (x) other than the Real Property Leases, any contract or agreement under which SE is lessee of or holds or operates (A) any real property or (B) any personal property providing for payments in excess of $15,000 annually; (xi) any contract or agreement under which SE is lessor of or permits any third party to hold or operate any property, real or personal; (xii) any contract or agreement relating to the acquisition or divestiture of the capital stock or other material Contract not equity securities, assets or business of any Person pursuant to which SE has any Liability; (xiii) any powers of attorney granted by or on behalf of SE; (xiv) any sales or distribution contracts or agreements relating to a sales person or distributor, franchise contracts or agreements and advertising contracts or agreements relating to SE; (xv) any warranty, guaranty or other similar undertaking with respect to a contractual performance extended by SE; (xvi) other than employment agreements, any contract or agreement with any of the members of SE, or Affiliates of SE or any such members; (xvii) any contract or agreement under which SE has advanced or loaned any amount to any of its managers, members, officers and employees; (xviii) except for sales contracts made in the ordinary course of Seller's business consistent with SE’s customers, any contract or agreement pursuant to which SE has agreed to defend, indemnify or hold harmless any other Person not otherwise disclosed in Schedule 3.14(a); (xix) any contract or agreement pursuant to which SE has agreed to settle any Liability for Taxes; (xx) any contract or agreement pursuant to which SE has agreed to shift or allocate the Liability of SE or any other Person for Taxes; (xxi) any contract or agreement whereby SE has entered into an escrow agreement for SE software; (xxii) any contracts or agreements with customers entered into in the past practice. Each two (2) years in excess of $15,000 for which revenue has been pre-paid; (xxiii) any contract in which SE has granted a Person (other than SE) an exclusive license to any of the assets, properties or rights used by SE in the Business; and (xxiv) any other contract or agreement, whether or not made in the Ordinary Course of Business, which is material to the conduct of the Business. (b) SE has made available to Textura and the Company a true and correct copy of all written SE Material Contracts, together with all material amendments, waivers or other changes thereto, and has been given an accurate written description of all SE Material Contracts and other instrumentsthat are verbal agreements. (c) Except for contracts with SE’s customers in the Ordinary Course of Business, documents and undertakings listed on SE is not a party to: (i) contracts or agreements with any Authority or (ii) contracts or agreements with a non-Authority in support of a contract or agreement with an Authority. (d) Except as disclosed in Schedule 1.68 and Schedule 2.1.4 3.14(d), each SE Material Contract: (i) is valid legal, valid, binding and enforceable in accordance on and with its terms, Seller respect to SE and, to Seller's Knowledge the knowledge of SE, the other parties thereto, and is in full force and effect and (ii) upon consummation of the transactions contemplated by this Agreement, shall continue in full force and effect and shall not give rise to any termination, amendment, acceleration, cancellation, penalty or other adverse consequence. Except as disclosed in Schedule 3.14(d), neither SE nor, to the knowledge of SE, any other party thereto, are is in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not breach of or default under in default in the performance, observance or fulfillment of any material obligationrespect, covenant or has repudiated any provision of or is currently making any payments, including payment of liquidated damages, under any SE Material Contract (nor does there exist any condition contained therein, and no event has occurred that with which upon the passage of time or without the giving of notice would (i) cause such a breach of or lapse default under in any material respect or (ii) give any third party the right to (A) a rebate, chargeback, refund, credit, claim for royalties, penalty or change in delivery schedule under any SE Material Contract, (B) accelerate the maturity or performance of timeany obligation of SE under any SE Material Contract, (C) cancel, terminate or bothmodify any SE Material Contract). Except as disclosed in Schedule 3.14(d), would constitute a default by Seller thereunder with respect to each SE Material Contract, SE and, to Seller's Knowledgethe knowledge of SE, a default by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any each of the Contracts, commitments, leases other parties thereto have complied with the terms and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to conditions of such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated herebySE Material Contract in all material respects.

Contracts and Commitments. Except as listed and described on Schedule 1.68 and Schedule 2.1.42.1.4 hereto, neither Seller nor any party acting on behalf of Seller is not with Seller's Knowledge and consent is respect to the Purchased Assets or the Business a party to any written or oral (for which Purchaser shall be bound following the Closing Date):oral: (i) Contract agreement, contract or commitment for the future purchase of, or payment for, supplies or products, or for the performance of services by another party, involving in any one case $10,000 5,000 or more; (ii) Contract agreement, contract or commitment to sell or supply products or to perform services, involving in any one case $10,000 5,000 or more (except for any Resident/Patient's Agreement)more; (iii) Contract agreement, contract or commitment continuing over a period of more than six months from the date hereof or exceeding $10,000 5,000 in value (except for any Resident/Patient's Agreement)value; (iv) representative, sales agency, dealer or distributor Contractagreement, consulting contract or commitment; (v) lease under which Seller is either lessor or lessee other than with respect to the Real Property Leased; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract contract or commitment for the borrowing or lending of money (including without limitation loans to or from Employeesemployees) or guarantee, pledge or undertaking of the indebtedness of any other Person, except for the Company Loan described in Schedule 2.5 attached hereto; (vii) Contract agreement, contract or commitment for any charitable or political contribution; (viii) Contract agreement, contract or commitment limiting or restraining Seller or any successor or assign from engaging or competing in any likeness lines of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark xx xxxx or copyright or to any ideas, technical assistance or other know-how of or used by the Business; or . The foregoing contracts are referred to herein collectively as the "Material Contracts" and each individually as a "Material Contract." Except as may be disclosed on Schedule 2.1.4 hereto, (xi) any other material Contract not made in the ordinary course of Seller's business consistent with past practice. Each each of the Contracts and other instrumentsMaterial Contracts, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its terms, Seller andis not, and to the Knowledge of Seller's Knowledge any , no other party thereto, are in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not thereto is in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein, and no event has occurred that with or without the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder and, to Seller's Knowledge, a default by any other party theretothereunder; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 Material Contracts for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 Material Contract is required for the execution of this Agreement or the consummation of the transactions contemplated hereby.

Contracts and Commitments. Except as listed and described on Schedule 1.68 and Schedule 2.1.4, neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent is a party to any written or oral (for which Purchaser shall be bound following the Closing Date): (i) Schedule 4(h) contains a list as of the date of this Agreement of each material Company Contract (other than Retained Contracts), as well as any Company Contracts (other than Retained Contracts) of the following type: (A) any Company Contract (other than any Company Contract relating to Permitted Indebtedness or any contract otherwise described in (B) below) that provides for the payment by any Company of more than $1,000,000 over the remaining life of such contract; (B) any Company Contract that has not been fully performed prior to the Valuation Date that constitutes a purchase order or other contract relating to the sale, purchase, lease or provision by any Company of goods or services in excess of $1,000,000; (C) any Company Contract that grants any Person the exclusive right to sell products or provide services within any geographical region; (D) any Company Contract that purports to limit the freedom of any Seller to compete in any line of business or to conduct business in any geographic location; (E) any Company Contract that provides for the deferred payment of any purchase price (other than trade payables incurred in the Ordinary Course of Business), including any “earn out” or other contingent fee arrangement; (F) any Company Contract that creates an Encumbrance (other than a Permitted Encumbrance) on any of the Subject Assets other than any Company Contract relating to the Permitted Indebtedness or any Company Contract giving rise to a vendor’s lien in respect of trade payables arising in the Ordinary Course of Business; (G) any Company Contract that involves interest rate swaps, cap or collar agreements, commodity or financial future or option contracts or similar derivative or hedging contracts other than any such contracts incurred pursuant to and in connection with the Permitted Indebtedness to be cancelled and repaid at or prior to Closing; (H) any Company Contract (other than loans to employees up to an aggregate amount of $100,000) under which any Company has made advances or loans to any other Person other than trade receivables incurred in the Ordinary Course of Business; (I) any Company Contract that involves any outstanding contracts of guaranty, surety or indemnification, direct or indirect, by any Company. (J) any Company Contract that constitutes a partnership, joint venture or similar contract; (K) any Company Contract for the future purchase of, lease of personal property to or payment for, supplies or products, or from any Person providing for the performance lease payments in excess of services by another party, involving $1,000,000 in any one case $10,000 or more;12-month period; and (L) any Company Contract that involves any Associate. (ii) The Sellers have delivered to the Buyer a correct and complete copy of each Subject Contract (as amended). Except as set forth in Schedule 4(h)(ii), with respect to sell each Subject Contract or supply products Company Contract, as applicable: (A) such Subject Contract is enforceable in all material respects, subject to the effects of bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ right generally and to perform services, involving general principles of equity (regardless of whether such enforceability is considered in any one case $10,000 a proceeding in equity or more (except for any Resident/Patient's Agreementat law); (iiiB) such Subject Contract continuing over a period will continue to be so enforceable on terms identical to those contemplated in (A) above following the consummation of more than six months from the date hereof or exceeding $10,000 in value Transaction Agreements (except for any Resident/Patient's Agreementthose that expire at the end of their term, without regard to the Transaction Agreements); (ivC) representative, sales agency, dealer or distributor Contract; (v) lease under which Seller is either lessor or lessee other than with respect to the Real Property Leased; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking none of the indebtedness of any other Person; Companies that is a party thereto is (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark xx copyright or to any ideas, technical assistance or other know-how of or used by the Business; or (x) any other material Contract not made in the ordinary course of Seller's business consistent with past practice. Each of the Contracts and other instruments, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its terms, Seller and, to Seller's Knowledge any other the Sellers’ Knowledge, no applicable counter-party thereto, are thereto is) in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in breach or default in the performance, observance or fulfillment of any material obligation, covenant or condition contained thereinsuch contract, and no event has occurred that that, with or without the giving of notice or lapse of time, or both, would constitute a breach or default by Seller thereunder under such Company Contract; and, (D) to Seller's the Sellers’ Knowledge, a default by no party to such Subject Contract has repudiated any other party thereto; provision of such contract. (iiiii) except Except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments 4(h)(iii), as of March 31, 2007, with respect to the Product Inventory, the Companies did not have been received by Seller by or on behalf of any party agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement or transaction involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar agreement or any agreement involving a combination of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated herebyforegoing factors.

Contracts and Commitments. SCHEDULE 4.11 identifies all material contracts, agreements, and commitments to which any Corporate Seller is a party or by which any Corporate Seller is bound. Except as listed for contracts, agreements, and described commitments identified on Schedule 1.68 and Schedule 2.1.4SCHEDULE 4.11, neither no Corporate Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent is a party to or bound by any written oral or oral (for which Purchaser shall be bound following the Closing Date):written: (ia) Contract Contract, agreement, or commitment for employment or personal services or any severance agreement that is not terminable, without liability or expense, by such Corporate Seller on 30 days' or less notice; (b) Dealer, distributor, sales agency, or brokerage agreement; (c) Contract, agreement, or commitment relating to the lease or sale to or by others of the California Real Property or the Leased Real Property; (d) Contract, agreement, or commitment for capital expenditures in excess of $10,000 for any one project or $25,000 in the aggregate; (e) Contract, agreement, or commitment for the future purchase of, or payment for, sale of materials or supplies or products, or for the performance of services by another party, involving in any one case that involves more than $10,000 50,000 or morewill not be fulfilled within 30 days from the date of this Agreement; (iif) Contract to sell or supply products or to perform services, involving in any one case $10,000 or more (except for any Resident/Patient's Agreement); (iii) Contract continuing over a period of more than six months from the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement); (iv) representative, sales agency, dealer or distributor Contract; (v) lease under which Seller is either lessor or lessee other than with respect to the Real Property Leased; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark xx copyright or to any ideas, technical assistance or other know-how of or used by the Business; or (x) any other material Contract not made in the ordinary course of Seller's business consistent business; (g) Rebate arrangement or other similar agreement given to any customer or received from any supplier; (h) Consignment, ledger balance inventory, or similar contract with past practiceeither a supplier or a customer; (i) Any contract, agreement or commitment containing provisions relating to noncompetition, nondisclosure or the protection of proprietary rights; or (j) Any other material contract. Each Except as disclosed on SCHEDULE 4.11, each Corporate Seller has in all material respects performed and is performing all obligations required to be performed by it, and no Corporate Seller nor to the best of the Contracts and other instruments, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its terms, Seller and, to Seller's Knowledge Sellers' knowledge any other party thereto, are in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not is in default in the performanceunder any contract, observance agreement, or fulfillment commitment to which any Corporate Seller is a party. No Corporate Seller has received any notice of default under any material obligationsuch contract, covenant agreement, or condition contained thereincommitment, and no nor has any event has occurred that which with or without the giving of notice or lapse of time, time or both, both would constitute a default by such Corporate Seller thereunder andthereunder. None of such contracts, agreements, or commitments is subject to Seller's Knowledge, a default any impending cancellation or breach. No Corporate Seller is bound by any other party theretocommitments for the performance of services or delivery of products in excess of its ability to provide such services or deliver such products during the time available to satisfy such commitments; (ii) except as set forth all outstanding commitments for the performance of services or delivery of products were made on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party a basis calculated to any produce a profit under the circumstances prevailing when such commitments were made. The net accounts receivable of the ContractsCorporate Sellers at Closing will be fully collectible. To the extent such net accounts receivable are not fully collectible, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated herebySellers will indemnify Buyer.

Contracts and Commitments. Except as (i) The agreements listed on the Disclosure Schedule constitute all written and described on Schedule 1.68 and Schedule 2.1.4, neither oral agreements to which Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent is a party that are material to any written or oral (for which Purchaser shall be bound following the Closing Date):Business as currently conducted, including, without limitation, (i1) Contract for any agreements relating to the future construction or purchase ofof capital improvements, or payment forthe purchase of any materials, supplies or productssupplies, or for the performance of services by another partyequipment, involving in any one case the expenditure of more than $10,000 or more50,000; (ii2) Contract to sell any employment, consulting, management, or supply products or to perform services, involving in any one case $10,000 or more (except for any Resident/Patient's Agreement)noncompetition agreement not terminable at will without liability on less than 30 days notice; (iii3) Contract continuing over a period of more any bonus, pension, retirement, profit sharing or other plan or agreement providing for employee benefits other than six months from the date hereof or exceeding $10,000 in value (except group health insurance, sick pay, and vacation pay plans for any Resident/Patient's Agreement)employees generally; (iv4) representativeany license of any patent, sales agencycopyright, dealer trade secret or distributor Contractother proprietary right or any other license, or, franchise, or similar agreement; (v5) lease under which Seller is either lessor any contract with any labor union or lessee other than with respect to the Real Property Leasedassociation of employees; (vi6) any indemnification agreement relating to infringement of proprietary rights; (7) any agreement, contract, or commitment that is expected by Seller to be performed at or result in a loss, or which has a would have material adverse effect upon the Business; (8) any lease of personal property material to the operations of Seller; (9) any agreement with any broker, finder, investment banker or underwriter; (10) any note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract contract or commitment for the borrowing or lending of money (including without limitation loans relating to the Business or from Employees) agreement or guaranteearrangement for a line of credit or any guaranties, pledge in any manner, whether directly or undertaking indirectly, of the indebtedness any indebtedness, dividend or other obligation of any other Person; person or entity relating to the Business (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark xx copyright or to any ideas, technical assistance or other know-how of or used by the Business; or (x) any other material Contract not made than endorsements in the ordinary course of Seller's business consistent of negotiable instruments for deposit or collection); (1) agreements with past practicesales representatives and distributors, (11) and including each amendment, modification, renewal or extension or other material ancillary document pertaining thereto (the "Seller Agreements"). Each Seller has previously delivered or made available to BuyerPRG correct and complete copies of each of the Contracts and Seller Agreements that are in writing. (ii) Seller has not received notice of cancellation or termination (written or otherwise) under any option or right reserved to the other instruments, documents and undertakings listed party to Seller Agreement or any notice of default (written or otherwise) under such agreement. Except as otherwise disclosed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its termsthe Disclosure Schedule, Seller is not, nor to the knowledge of Seller, is any other party, in breach or default of any Seller Agreement that would cause a material adverse effect on the Business and, to the knowledge of Seller's Knowledge any other party thereto, are in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein, and no event has occurred that that, with or without the giving of notice or lapse of time, time or both, would constitute such a breach or default by or permit termination, modification or acceleration under such Seller thereunder andAgreement that would cause a material adverse effect on the Business. Except as separately identified in the Disclosure Schedule, no approval or consent of any person is needed in order that the Seller Agreements continue in full force and effect following the assignment of such agreements to Buyer.PRG. Furthermore, to the best knowledge of Seller's Knowledge, no Seller Agreement, in the reasonable opinion of Seller, contains any contractual requirement with which there is a default by reasonable likelihood Seller or any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party thereto will be unable to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated herebycomply.

Contracts and Commitments. (a) Except as listed and described on set forth in Schedule 1.68 3.11(a) and Schedule 2.1.43.18, neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent no Company is a party to or bound by any written or oral (for which Purchaser shall be bound following the Closing Date):oral: (i) Contract for the future purchase of, or payment for, supplies or products, or for the performance of services by another party, involving in any one case $10,000 or moreprovider agreement; (ii) Contract any agreements or arrangements with physicians or sources of referrals to sell or supply products or to perform services, involving in any one case $10,000 or more (except for any Resident/Patient's Agreement)Facility; (iii) bonus, pension, profit sharing, retirement or deferred compensation plan or stock purchase, stock option, hospitalization insurance or similar plan or practice, whether formal or informal, or severance agreements or arrangements or contracts requiring any Company to pay post-retirement medical benefits; (iv) Contract with any labor union or Contract for the employment of any officer, individual employee or other person on a full-time, part-time or consulting basis; (v) Contract relating to or evidencing any Indebtedness or relating to mortgaging, pledging or otherwise placing a Lien on any of its Assets; (vi) guarantee of any Indebtedness, other than endorsements made for collection in the Ordinary Course of Business; (vii) Contract with respect to the lending or investing of funds to or in other Persons; (viii) license or royalty Contract; (ix) Contract under which it is lessee of or holds or operates any personal property owned by any other Person, including any resident funds; (x) Contract under which it is lessor of or permits any third Person to hold or operate any property, real or personal, owned or controlled by it; (xi) Contract or group of related Contracts with the same Person for the purchase or sale of products or services other than the Customer Contracts (defined below); (xii) Contract with any Person continuing over a period of more than six months from the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement)dates thereof, not terminable by it on 30 days’ or less notice without penalties; (ivxiii) representative, sales agency, dealer Contract which prohibits it from freely engaging in business or distributor Contractin any way restrains its business activities anywhere in the world; (vxiv) lease under which Seller is either lessor or lessee other than with respect Contract relating to the Real Property Leasedsupply or the distribution of its products; (vixv) noteContract with any officer, debenturedirector, bondemployee, conditional sale agreementmanager, equipment trust agreementpartner, letter of credit agreementequityholder, loan agreement employee or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark xx copyright or to any ideas, technical assistance or other know-how of or used by the BusinessAffiliate; or (xxvi) Contract requiring the consent of any other material Contract not made party thereto upon a change in control of any Company, containing any provision which would result in a modification of any rights or obligations of any party thereunder upon a change in control of any Company or which would provide any party any remedy (including rescission or liquidated damages) in the ordinary course event of Seller's business consistent with past practicea change in control of any Company. (b) No Contract has been breached in any material respect by any Company and no Contract has been breached in any material respect or canceled by the other party thereto. Each of the Contracts is valid, enforceable and other instruments, documents in full force and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable effect in accordance with its termsthe terms thereof. No Contract has been amended, Seller andmodified, supplemented or otherwise altered orally, in writing or by course of conduct except as disclosed on Schedule 3.11. Since the date of the Company Latest Balance Sheet, no supplier or customer of any Company has notified such Company or any Shareholder that it shall stop or decrease in any material respect the rate of business done with such Company. To the knowledge of the Shareholders and the Companies, no supplier or customer of any Company intends to stop or decrease in any material respect the amount of business done with such Company or that any such supplier or customer intends to stop doing business after the Closing on substantially the same terms (including quantities) as prior to the Closing and no Company has received written notice from any supplier or customer to such effect. Each Company has, in all material respects, performed all the obligations required to be performed by it to the date of this Agreement and is not in receipt of any claim of default under any Contract, to Seller's Knowledge any other party thereto, are in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein, and no which it is a party. No event has occurred that which with the passage of time or without the giving of notice or lapse of time, both would result in a breach or both, would constitute default under any Contract to which any Company is a default by Seller thereunder party and, to Seller's Knowledgethe knowledge of the Shareholders and the Companies, no such event is threatened or pending. (c) The Purchaser has been supplied with a default by any other party thereto; (ii) except as set forth true and correct copy of all written Contracts which are referred to on Schedule 1.68 3.11 (the “Customer Contracts”), together with all amendments, waivers or other changes thereto, and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf a written description of all material terms of any party such oral Contracts. Other than the Customer Contracts, there are no other material Contracts relating to the operation of the Business or the ownership of, or right to use, the Assets. (d) There is no pending or, to the knowledge of the Shareholders and the Companies, threatened termination, cancellation, limitation, modification or change in any of the Contracts, commitments, leases and other instruments listed Companies business relationships with any customer or supplier or group of customers or suppliers related to the Business that might have a Material Adverse Effect on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated herebyBusiness.

Contracts and Commitments. Except as listed (a) Schedules 2.1(c) and 2.1(d) lists all agreements under which Seller or its Affiliates have outstanding commitments related to the Business. Schedule 4.7 lists each of the contracts and agreements of the types described on Schedule 1.68 and Schedule 2.1.4below, neither excluding, however, any such contracts or agreements which relate exclusively to Retained Assets, to which the Seller nor or any party acting on behalf of Seller with Seller's Knowledge and consent its Affiliates is a party to any written or oral is otherwise bound as of the date hereof (for which Purchaser shall be bound following together with the Closing Dateagreements in Sections 2.1(c) and 2.1(d), the “Material Contracts”): (i) any material Contract for or Subcontract containing covenants limiting the future purchase of, or payment for, supplies or products, or for freedom of the performance of services by another party, involving Seller to compete in any one case $10,000 line of business, with any Person or morein any area or territory; (ii) Contract any material license, to sell which Seller is a party either as licensor or supply products licensee, that restricts Seller’s use of any of the Proprietary Rights or to perform services, involving Exclusive Seller Software in any one case $10,000 or more (except for any Resident/Patient's Agreement)connection with the Business; (iii) [any Contract continuing over a period or Subcontract, whether exclusive or otherwise, containing expressed terms and conditions with any Person relating to the Products or Purchased Assets and the terms of more than six months from which are material to the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement)Business;] (iv) representative, sales agency, dealer agreement or distributor Contractindenture relating to Indebtedness or placing a Lien on any of the Purchased Assets or letter of credit arrangements; (v) lease under nondisclosure or confidentiality agreements pursuant to which Seller is either lessor obligated to maintain the confidentiality of, or lessee other than with respect not to disclose, designated information related to the Real Property LeasedBusiness; (vi) notelease or agreement under which Seller is lessee of or holds or operates any personal property leases, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of owned by any other Personparty for which the annual rent exceeds $100,000; (vii) Contract for any charitable broker, distributor, vendor or political contributionmaintenance agreements; (viii) Contract limiting contracts and licenses (including all inbound licenses) to which Seller is a party either as licensee or restraining Seller or licensor with respect to any successor or assign from engaging or competing in any likeness of business with any Person;Proprietary Rights; or (ix) licenseall client and customer engagements of which Seller, franchiseat the time of the engagement or any subsequent amendment, distributorship provided for Products at non-standard rates of Seller or other agreement, including those that relate in whole non-customary terms or in part to any patent, trademark, trade name, service mark xx copyright or to any ideas, technical assistance or other know-how conditions of or used by the Business; orSeller. (xb) any other material Contract not made in Subject to obtaining the ordinary course of Seller's business consistent with past practice. Each of the Contracts and other instruments, documents and undertakings consents listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable 4.3, the enforceability of the Material Contracts will not be affected in accordance with its terms, Seller and, to Seller's Knowledge any other party thereto, are in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein, and no event has occurred that with or without the giving of notice or lapse of time, or both, would constitute a default manner by Seller thereunder and, to Seller's Knowledge, a default by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. Neither Seller nor, to the Knowledge of Seller, any other party, is in default under or in violation of, nor, to the Knowledge of each Specified Individual, is there any basis for any valid claim of default under or violation of, any Material Contract that could, individually or in the aggregate, have a Material Adverse Effect. Each Material Contract is in all material respects valid, binding and in full force and effect and is enforceable by Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law), including, without limitation, possible unavailability of specific performance, injunctive relief or other equitable remedies; and there have been no cancellations or threatened cancellations thereof nor outstanding material disputes thereunder.

Contracts and Commitments. (a) Except as listed and described on Schedule 1.68 and Schedule 2.1.4set forth in Section 4.10(a) of the Disclosure Schedule, neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent the Acquired Companies is a party to any written or oral (for which Purchaser shall be bound following the Closing Date):written: (i) Contract for the future purchase ofjoint venture agreement, operating agreement, management agreement, cost sharing agreement, or payment for, supplies or products, or for the performance of services by another party, involving in any one case $10,000 or morepartnership agreement; (ii) Contract to sell collective bargaining agreement or supply products or to perform services, involving in contract with any one case $10,000 or more (except for any Resident/Patient's Agreement)labor union; (iii) Contract continuing over a period bonus, pension, profit sharing, severance, retention, change of more control, retirement or other form of deferred compensation plan, in each case, other than six months from the date hereof or exceeding $10,000 as described in value (except for any Resident/Patient's Agreement)Section 4.13; (iv) representativestock purchase, sales agency, dealer stock option or distributor Contractsimilar plan with respect to equity of the Acquired Companies; (v) lease under which Seller is either lessor contract for the employment of any officer, individual employee or lessee other person on a full-time or consulting basis providing for fixed compensation in excess of $100,000 per annum, other than with respect to the Real Property Leasedoffer letters, non-disclosure, non-solicitation, non-competition or similar agreements; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract indenture relating to Indebtedness or for the borrowing to mortgaging, pledging or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking otherwise placing a Lien on any assets of the indebtedness of any other PersonAcquired Companies; (vii) Contract guaranty of any obligation for any charitable or political contributionborrowed money; (viii) Contract limiting lease or restraining Seller agreement under which it is lessee of, or holds or operates any successor or assign from engaging or competing in personal property owned by any likeness of business with any Personother party, for which the annual rental payment exceeds $50,000; (ix) license, franchise, distributorship lease or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark xx copyright or to any ideas, technical assistance or other know-how agreement under which it is lessor of or used by permits any third party to hold or operate any property, real or personal, for which the Business; orannual rental payment exceeds $50,000; (x) contract or group of related contracts with the same party for the purchase of products or services, involving payments by either Acquired Company for goods, services or materials of $50,000 or more in any calendar year; (xi) contract or group of related contracts with the same party for the sale of products or services involving payments to either Acquired Company for goods, services or materials of $50,000 or more in any calendar year; (xii) aging service access point contracts with any Governmental Authority; (xiii) contract that by its terms contains non-competition restrictions that restrict the ability of the Acquired Companies to compete in any geographical area or business (other material Contract not made than confidentiality agreements entered into in the ordinary course of Seller's business); (xiv) distributorship or sales agency agreement; (xv) contract related to an acquisition or divestiture of any corporation, partnership or other business consistent with past practice. Each organization or division thereof or collection of assets constituting all or substantially all of a business or business unit by either Acquired Company; (xvi) contract between either Acquired Company and any officer, director or equity holder, or, to the knowledge of the Contracts Company, any Affiliate thereof; (xvii) contract providing for an exclusive relationship or the purchase from a supplier of all or substantially all of the requirements of either Acquired Company of a particular product or service, including cell phone contracts, utilities, healthcare insurance, leases and the like; (xviii) Billing Arrangement; or (xix) any contract between either Acquired Company and any physician, physician group or Third Party Payor. (b) Buyer has been given access to true and correct copies of all written contracts which are listed in Section 4.10(a) of the Disclosure Schedule, together with all amendments, waivers or other instrumentschanges thereto (each, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its terms, Seller a “Material Contract” and, to Seller's Knowledge any other party theretocollectively, the “Material Contracts”). (c) The Material Contracts are in compliance with full force and effect and are valid binding obligations of the provisions thereofAcquired Companies. Except as set forth in Section 4.10(c) of the Disclosure Schedule, Seller and(i) neither of the Acquired Companies is in default in any material respect under any Material Contract and (ii) to the Company’s knowledge, the counterparty or counterparties to Seller's Knowledge any other party thereto, each such agreement or contract are not in material default in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein, and no event has occurred that with or without the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder and, to Seller's Knowledge, a default by any other party thereto; thereunder. (iid) except Except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any Section 4.10 of the ContractsDisclosure Schedule, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated herebyby this Agreement will not result in any material default by the Company under any such Material Contract or afford any other party the right to terminate any such Material Contract. Except as set forth on Section 4.10 of the Disclosure Schedule, the Company has not received written (or, to the knowledge of the Company, oral) notice of any intention of any other party to any Material Contract to exercise any right to cancel or terminate that Material Contract.

Contracts and Commitments. Except as listed and described on Schedule 1.68 and Schedule 2.1.4set forth in the Disclosure Schedule, neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent Concorde is not a party to any written or oral (for which Purchaser shall be bound following the Closing Date):oral: (ia) Contract agreement, contract or commitment with any present or former employee or consultant or for the employment of any person, including any consultant, who is engaged in the conduct of the Video Lottery Business involving in any one case $10,000 or more; (b) agreement, contract or commitment for the future purchase of, or payment for, supplies or products, or for the performance of services by another partya third party which supplies, products or services are used in the conduct of the Video Lottery Business involving in any one case $10,000 or more; (iic) Contract agreement, contract or commitment to sell or supply products or to perform services, services in connection with the Video Lottery Business involving in any one case $10,000 or more (except for any Resident/Patient's Agreement)more; (iiid) Contract agreement, contract or commitment relating to the Video Lottery Business not otherwise listed on the Disclosure Schedule and continuing over a period of more than six months from the date hereof or exceeding in any one case $10,000 in value (except for any Resident/Patient's Agreement)or more; (ive) representativedistribution, dealer, representative or sales agencyagency agreement, dealer contract or distributor Contractcommitment relating to the Video Lottery Business involving in any one case $10,000 or more; (vf) lease under which Seller Concorde is either lessor or lessee other than with respect relating to the Real Property LeasedConcorde Assets or any property at which the Concorde Assets are located; (vig) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract contract or commitment for the borrowing or lending of money (including without limitation loans relating to the Video Lottery Business or from Employees) agreement or arrangement for a line of credit or guarantee, pledge or undertaking of the indebtedness of any other Personperson relating to the Video Lottery Business; (viih) Contract agreement, contract or commitment for any charitable or political contributioncontribution in excess of $10,000 relating to the Video Lottery Business; (viiii) Contract commitment or agreement for any capital expenditure or leasehold improvement in excess of $10,000 relating to the Video Lottery Business; (j) agreement, contract or commitment limiting or restraining Seller Concorde, the Video Lottery Business or any successor or assign thereto from engaging or competing in any likeness manner or in any business, nor, to Concorde's knowledge, is any employee of business with Concorde engaged in the conduct of the Video Lottery Business subject to any Person; (ix) license, franchise, distributorship or other such agreement, including those that relate in whole contract or in part to any patent, trademark, trade name, service mark xx copyright or to any ideas, technical assistance or other know-how of or used by the Businesscommitment; or (xk) any other material Contract agreement, contract or commitment relating to the Video Lottery Business not made in the ordinary course of Sellerbusiness, or any other material long term commitments or arrangements that require the commitment of a material portion of Concorde's business consistent with past practiceresources. Each of the Contracts agreements, contracts, commitments, leases, plans and other instruments, documents and undertakings listed on in the Disclosure Schedule 1.68 and Schedule 2.1.4 in response to this Section, or not required to be listed therein because of the amount thereof, under which North Star is to acquire rights or obligations hereunder is valid and enforceable in accordance with its terms; Concorde is, Seller andand all other parties thereto are, to Seller's Knowledge any other party thereto, are in compliance with the provisions thereof; Concorde is not, Seller and, to Seller's Knowledge any and no other party theretothereto is, are not in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein, ; and no event has occurred that which with or without the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder andthereunder. Furthermore, to Seller's Knowledgeno such agreement, a default by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contractcontract, commitment, lease lease, plan or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 contains any contractual requirement with which there is required for a reasonable likelihood Concorde or any other party thereto will be unable to comply. No material written or oral agreement, contract or commitment described therein requires the execution consent of this Agreement or the consummation of any party to its assignment in connection with the transactions contemplated hereby.

Contracts and Commitments. Except as listed and described on (a) Section 4.8(a) of the Disclosure Schedule 1.68 and Schedule 2.1.4, neither Seller nor any party acting on behalf sets forth a complete list of Seller with Seller's Knowledge and consent is a party to any each of the following written or oral Contracts (for which Purchaser shall be bound following collectively, the Closing Date"MATERIAL CONTRACTS"): (i) Mass-Market Contract for the future purchase ofcreating any partnership, or payment for, supplies or products, or any Indebtedness for the performance of services by another party, involving in any one case $10,000 or moreBorrowed Money; (ii) Mass-Market Contract to sell or supply products or to perform services, involving in any one case $10,000 or more (except for any Resident/Patient's Agreement); (iii) Contract continuing over a period of more than six months from the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement); (iv) representative, sales agency, dealer or distributor Contract; (v) lease under which Seller is either lessor or lessee other than with respect to the Real Property Leased; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to purchase orders, franchise agreements and undertakings or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part commitments to any patent, trademark, trade name, service mark xx copyright governmental or to any ideas, technical assistance or other know-how of or used by the Business; or (xregulatory authority) any other material Contract not made in the ordinary course of business; (iii) Contracts of employment with Mass-Market Employees (including without limitation employment, change in control, golden parachute, severance or similar agreements or arrangements and other Mass-Market Contracts with Mass-Market Employees); (iv) Mass-Market Contracts consisting of sales commitments for tobacco products; (v) any other Mass-Market Contract involving payments by Seller in excess of $50,000 annually that are not cancelable on 30-days' notice by Seller's business consistent with past practice. Each , without payment of penalty or premium; (vi) Mass-Market Contract relating to, or evidences of, or guarantees of, or providing security for, Indebtedness for Borrowed Money or the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any Mass-Market Asset); (vii) license, sale, distribution, commission, marketing, agent, franchise, technical assistance or similar contract relating to or providing for the marketing and/or sale of the products of the Mass-Market Cigar Business to which Seller is a party or by which Seller is bound; (viii) Mass-Market Contract that requires the payment or incurrence of a Mass-Market Liability, or the rendering of services or the sale of goods by Seller subsequent to the date of this Agreement of more than $50,000; (ix) Mass-Market Contract containing a covenant limiting the freedom of the Seller or any Affiliate of the Seller to engage in the Mass-Market Cigar Business or the transactions contemplated by the Ancillary Agreements or to compete with any Person (other than the Non-Compete Agreement); or (x) Any other Mass-Market Contract required by applicable law to be filed by Seller with the U.S. Securities and Exchange Commission. (b) Seller has furnished to Purchaser a copy of each of the Material Contracts, and each such copy is correct and complete and includes all modifications thereof. (c) All of the Material Contracts indicated with an asterisk ("*") on Section 4.8(a) of the Disclosure Schedule are in full force and other instrumentseffect and constitute the legal, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its terms, binding obligations of Seller and, to the Knowledge of Seller's Knowledge any , of the other party theretoparties thereto (except, are in compliance with each case, as may be limited by bankruptcy, reorganization, insolvency and similar laws of general application relating to or affecting the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default in enforcement of rights of creditors or the performance, observance or fulfillment relief of any material obligation, covenant or condition contained thereindebtors), and to the Knowledge of Seller, no event condition exists or event, act or omission has occurred that which, with or without the giving of notice notice, or lapse of time, time or both, would constitute a default by or a basis of force majeure or other claim of excusable delay or nonperformance thereunder. Except for the consents of parties listed on Schedule 4.8(c) (the "REQUIRED CONSENTS"), no consent of any party to the Material Contracts is required to assign the Material Contracts, and Seller's rights and obligations thereunder, to Purchaser. No other party to any Material Contract has notified Seller thereunder of the assertion of its right to renegotiate the terms or conditions of any Material Contract, and, to the Knowledge of Seller's Knowledge, no such basis exists. (d) For informational purposes, Seller has set forth in Section 4.8(d) of the Disclosure Schedule a default by any other party thereto; list of Mass-Market Contracts in existence on the date hereof (iii) except as which are not required to be set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; 4.8(a) and (iiiii) with respect to which Seller makes no consent representation or approval of any party warranty to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated herebyPurchaser.

Contracts and Commitments. (a) Schedule 2.11(a) contains a true and complete list of (i) all license agreements to which either the Company or Pavilion is a party, together with all material amendments thereto; (ii) all other material contracts and documents relevant to the Company's business as a licensor of intellectual property, together with all material amendments thereto; and (iii) all sponsorship contracts and other material contracts of Pavilion, together with all material amendments thereto. (b) Except as listed and described on set forth in Schedule 1.68 and Schedule 2.1.42.11(b), neither Seller the Company nor any party acting on behalf of Seller with Seller's Knowledge and consent Pavilion is a party to any written or oral (for which Purchaser shall be bound following the Closing Date): any: (i) Contract for agreement or indenture relating to the future purchase ofborrowing of money or to mortgaging, pledging or payment for, supplies otherwise placing a lien on any of the assets of the Company or products, or for the performance of services by another party, involving Pavilion other than as disclosed in any one case $10,000 or more; Schedule 2.8(a); (ii) Contract to sell guaranty of any obligation for borrowed money or supply products or to perform servicesotherwise, involving in any one case $10,000 or more (except other than endorsements made for any Resident/Patient's Agreement); collection; (iii) Contract continuing over a period of more than six months contract which prohibits the Company or Pavilion from freely engaging in business anywhere in the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement); world; (iv) representativecontract, sales agencyagreement or understanding with any Shareholder, dealer officer, director or distributor Contract; employee (other than for employment on customary terms) of the Company or Pavilion; or (v) lease under which Seller is either lessor or lessee other than with respect agreement material to the Real Property Leased; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter business of credit agreement, loan agreement the Company or Pavilion or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark xx copyright or to any ideas, technical assistance or other know-how of or used by the Business; or (x) any other material Contract agreement not made entered into in the ordinary course of Seller's business consistent business. (c) Buyer has been supplied with past practicea true and correct copy of all agreements which are referred to in either Schedule 2.11(a) or Schedule 2.11(b), together with all material amendments, waivers or other changes thereto. Each of the Contracts The Company and other instruments, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its terms, Seller Pavilion are not and, to Seller's Knowledge any the best knowledge of each of the Responsible Persons, no other party theretoto any material agreement referred to in either Schedule 2.11(a) or Schedule 2.11(b) is, are in compliance default with the provisions respect to any material term or condition thereof, Seller and, to Seller's Knowledge nor has any other party thereto, are not in default in event occurred which through the performance, observance passage of time or fulfillment of any material obligation, covenant or condition contained therein, and no event has occurred that with or without the giving of notice or lapse of timenotice, or both, would constitute a default by Seller thereunder and, to Seller's Knowledge, a default by or would cause the acceleration of any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf obligation of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated herebythereto.

Contracts and Commitments. (a) Except as listed and described on Schedule 1.68 and Schedule 2.1.43.12(a), neither the Seller nor any party acting on behalf is not in respect of Seller with Seller's Knowledge and consent is the Business a party to to, or subject to, any written oral or oral (for which Purchaser shall be bound following the Closing Date):written: (i) Contract for the future purchase ofof products for resale, materials, parts or payment for, supplies or products, or for and involving any expenditure by the performance Seller of services by another party, involving in any one case more than $10,000 or more20,000; (ii) Contract to sell for the purchase of machinery or supply products equipment or to perform servicesfor construction, and involving in any one case expenditure by the Seller of more than $10,000 or more (except for any Resident/Patient's Agreement)20,000; (iii) Contract continuing over a period to obtain services and involving any expenditure by the Seller of more than six months from the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement)20,000; (iv) representativelease (as lessee) of machinery, sales agency, dealer equipment or distributor Contractother personal property requiring annual rental payments of $20,000 or more; (v) Contract for the sale or lease under which Seller is either lessor of its products or lessee other the Purchased Assets or the furnishing of its services and involving consideration of more than with respect to the Real Property Leased$20,000; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter Contract pursuant to which a party other than the Seller has a right to renegotiate or require a reduction in price or refund of credit agreement, loan agreement or other Contract or for payments made to the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other PersonSeller; (vii) Contract providing for any charitable payment by the Seller of liquidated damages or political contributionpenalties in the event of breach; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business contract with any Persongovernment entity; (ix) licenseContract that relates to the acquisition of any business, franchisea material amount of stock or assets of any other Person or any real property (whether by merger, distributorship sale of stock, sale of assets or other agreementotherwise), including those that relate in whole or each case involving amounts in part to any patent, trademark, trade name, service mark xx copyright or to any ideas, technical assistance or other know-how excess of or used by the Business; or$20,000; (x) Contracts relating to indebtedness (including, without limitation, guarantees, but not agreements relating to trade receivables), in each case having an outstanding principal amount in excess of $20,000; (xi) Contract between or among the Seller on the one hand and any Associate of Seller on the other material Contract not made in hand; and (xii) Contracts imposing non-compete restrictions, geographic restrictions, restrictions with regard to the ordinary course passing of Seller's business consistent with past practice. time or other limits on the operation or scope of the Business. (b) True and complete copies of all Assigned Contracts, and all amendments, supplements and modifications thereto have been delivered to Purchaser. (c) Each of the Contracts and other instruments, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 to which the Seller is subject or a party in respect of the Business is a valid and binding agreement enforceable in accordance with its terms, terms and is in full force and effect and (i) no material default by the Seller andor, to Seller's Knowledge ’s Knowledge, by any other party thereto, are in compliance with the provisions exists under any provision thereof, (ii) neither Seller and, nor its Associates have received any cancellation or non-renewal notice from any party to Seller's Knowledge a Contract or taken any other party thereto, are not in default in the performance, observance or fulfillment action that constitutes a cancellation of any material obligationof Contracts, covenant (iii) no condition or condition contained therein, and no event has occurred that with or without the giving of exists which after notice or lapse of time, time or both, both would constitute a material breach or default thereunder by the Seller thereunder andany Associate of Seller or, to Seller's ’s Knowledge, a default by any other party theretoparty; and (iiiv) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by 3.12(c), the assignment thereof pursuant to this Agreement will not result in termination of, or on behalf result in a right of termination under, any such agreement, require the consent of any party to thereto or bring into operation any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated herebyprovision thereof.

Contracts and Commitments. Except as listed and described on Schedule 1.68 and Schedule 2.1.42.1.3, neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent is not a party to any written or oral (related to or in connection with the Purchased Assets or Business and for which Purchaser shall be bound following the Closing Date): (i) Contract for the future purchase of, or payment for, supplies or products, or for the performance of services by another party, involving in any one case $10,000 or moremore (and not terminable by Seller or Purchaser without penalty or liability on no more than 90 days notice); (ii) Contract to sell or supply products or to perform services, involving in any one case $10,000 or more (except for any Resident/Patient's AgreementAgreement or any other agreement terminable by Seller or Purchaser without penalty or liability on no more than 90 days notice); (iii) Contract continuing over a period of more than six months from the date hereof or exceeding $10,000 in value (except for any Resident/Patient's AgreementAgreement or any other agreement terminable by Seller or Purchaser without penalty or liability on no more than 90 days notice); (iv) representative, sales agency, dealer or distributor Contract; (v) lease (other than the Facility Leases) under which Seller is either lessor or lessee other involving an annual payment of more than with respect to the Real Property Leased;$10,000; 24 (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign (including Purchaser) from engaging or competing in any likeness kind of business with any Person;Person (except as disclosed on Schedule 6.8); or (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark xx copyright or to any ideas, technical assistance or other know-how of or used by the Business; or (x) any other material Contract not made in the ordinary course of Seller's business consistent with past practice. Each of the Contracts and other instruments, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 2.1.3 is valid and enforceable in accordance with its termsterms in all material respects, Seller and, to Seller's Knowledge any other party thereto, are is in compliance with the provisions thereofthereof in all material respects, Seller and, to Seller's Knowledge any other party thereto, are is not in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein, and no event has occurred that with or without the giving of notice or lapse of time, or both, would constitute such a default by Seller thereunder andor, to Seller's Knowledge, a material default by any other party thereto; (ii) except . Except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments otherwise listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) 2.1.3, no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 2.1.3 is required for the execution of this Agreement or the consummation of the transactions contemplated hereby.

Contracts and Commitments. Except as listed and described set forth on Schedule 1.68 and Schedule 2.1.44.1.11, neither Seller nor any party acting on behalf of Seller is not, with Seller's Knowledge and consent is respect to the Division, a party to any written or oral (for which Purchaser shall be bound following the Closing Date):written: (ia) Contract agreement, contract or commitment with any present or former employee or consultant, or for the employment of any person, including any consultant, who is engaged in the conduct of the Business; (b) agreement, contract or commitment for the required future purchase of, or payment for, supplies or products, or for the performance of services by another a third party, used in the conduct of the Business involving in any one case $10,000 25,000 or more; (iic) Contract agreement, contract or commitment to sell or supply products or to perform services, services in connection with the Business involving in any one case $10,000 25,000 or more (except for any Resident/Patient's Agreement)more; (iiid) Contract continuing over a period of more than six months from distribution, dealer, representative or sales agency agreement, contract or commitment relating to the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement)Business; (iv) representative, sales agency, dealer or distributor Contract; (ve) lease under which Seller is either lessor or lessee other than with respect relating to the Real Property LeasedAcquired Assets or any property at which the Acquired Assets are located involving in any one case required annual payments of $25,000 or more; (vif) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter commitment or agreement for any required capital expenditure or leasehold improvement in excess of credit agreement, loan agreement $25,000 (individually or other Contract or for in the borrowing or lending of money (including without limitation loans aggregate) relating to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other PersonBusiness; (viig) Contract for any charitable agreement, contract or political contribution; (viii) Contract commitment limiting or restraining Seller the Division or any successor or assign thereto from engaging or competing in any likeness manner or in any business, nor, to Seller's knowledge, is any employee of business with Seller engaged in the conduct of the Business subject to any Person;such agreement, contract or commitment; or (ixh) license, franchise, distributorship or other agreement, agreement including those that relate the required payment or receipt of more than $25,000 which relates in whole or in part to any patentsoftware, trademark, trade namepatent, service mark xx copyright copyright, the name "Circuit Test" or to any ideas, technical assistance or other know-how of or used by Seller in the conduct of the Business; or (x) any other material Contract not made in the ordinary course of Seller's business consistent with past practice. Each of the Contracts agreements, contracts, commitments, leases, plans and other instruments, documents and undertakings listed on in Schedule 1.68 and Schedule 2.1.4 4.1.11 or not required to be listed therein because of the amount thereof under which Buyer is to acquire rights or obligations hereunder is valid and enforceable in accordance with its terms. Each agreement, Seller and, to Seller's Knowledge any other party thereto, are in compliance with contract or commitment described therein which requires the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein, and no event has occurred that with or without the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder and, to Seller's Knowledge, a default by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf consent of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of its assignment in connection with the transactions contemplated herebyhereby is appropriately identified as such.

Contracts and Commitments. (a) Except as listed and described on set forth in Section 3.16 or in the "Contracts Schedule" attached hereto as Schedule 1.68 and 3.10(a) or in the "Customer Contracts Schedule" attached hereto as Schedule 2.1.43.10(d), neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent is not a party to any written or oral (for which Purchaser shall be bound following the Closing Date):any: (i) Contract for the future purchase ofbonus, pension, profit sharing, retirement or deferred compensation plan or stock purchase, stock option, hospitalization insurance or similar plan or practice, whether formal or informal, or payment for, supplies severance agreements or products, or for the performance of services by another party, involving in any one case $10,000 or morearrangements; (ii) Contract to sell contract with any labor union or supply products contract for the employment of any officer, individual employee or to perform servicesother person on a full-time, involving in any one case $10,000 part-time or more (except for any Resident/Patient's Agreement)consulting basis; (iii) Contract mortgaging, pledging or otherwise placing a lien on any of the Purchased Assets; (iv) guarantee of any obligation for borrowed money or otherwise, other than endorsements made for collection in the ordinary course of business; (v) agreement or commitment with respect to the lending or investing of funds to or in other persons or entities; (vi) license or royalty agreement related to the Business; (vii) lease or agreement related to the Business under which it is lessee of or holds or operates any personal property owned by any other party; (viii) lease or agreement related to the Business under which it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it; (ix) contract or group of related contracts related to the Business with the same party for the purchase or sale of products or services other than the Customer Contracts (as defined in Section 3.10(d) hereof); (x) other contract related to the Business with any party continuing over a period of more than six months from the date hereof or exceeding $10,000 in value dates thereof, not terminable by it on thirty (except for any Resident/Patient's Agreement)30) days' or less notice without penalties; (ivxi) representative, sales agency, dealer or distributor Contractcontract which prohibits it from freely engaging in business anywhere in the world; (vxii) lease under which Seller is either lessor or lessee other than with respect contract relating to the Real Property Leased; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter distribution of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans its products as it relates to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark xx copyright or to any ideas, technical assistance or other know-how of or used by the Business; or (xxiii) any other material Contract agreements related to the Business whether or not made entered into in the ordinary course of Seller's business consistent with past practice. Each of business. (b) Except as specifically disclosed in the Contracts and other instrumentsSchedule or the Customer Contracts Schedule, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable (i) no contract or commitment related to the Business has been breached in accordance with its terms, any respect by the Seller and, or to Seller's Knowledge knowledge no contract or commitment related to the Business has been breached in any respect by the other party theretothereto or canceled by the other party, are (ii) since December 31, 1997, no supplier of the Business has notified Seller that it shall stop or decrease in compliance any material respect the rate of business done with Seller, (iii) Seller has in all material respects performed all the provisions thereof, Seller and, obligations required to Seller's Knowledge any other party thereto, are be performed by it to the date of this Agreement and is not in default in the performance, observance or fulfillment receipt of any claim of default under any material obligationlease, covenant contract, commitment or condition contained therein, and other agreement related to the Business to which it is a party; (iv) no event has occurred that which with the passage of time or without the giving of notice or lapse both would result in a breach or default under any lease, contract, instrument or other agreement related to the Business to which Seller is a party and which is related to the Business, except for any such event that would not have a Material Adverse Effect; and (v) Seller is not a party to any contract which is adverse to the Business's operations, financial condition, operating results or business prospects. (c) CBI has been supplied with a true and correct copy of timeall written contracts which are referred to on the Contract Schedule and Customer Contracts Schedule, together with all amendments, waivers or bothother changes thereto. (d) Seller has no knowledge of any (i) pending or threatened termination, would constitute a default by Seller thereunder andcancellation, to limitation, modification or change in any of Seller's Knowledge, a default by business relationship with any other party thereto; customer or group of customers related to the Business or (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by changes or on behalf pending changes in any business relationship or other circumstance that could result in the loss of any party customers related to any the Business after the date hereof. Each contract, agreement or lease with customers of Seller relating to the Business ("Customer Contracts") are in one of the Contractsforms attached to the "Customer Contract Schedule" attached hereto as Schedule 3.10(d), commitmentsexcept for completion of blanks and have not been modified with respect to the limitations on liability or service charge increase provisions, leases whether in writing, orally, by course of dealings or otherwise, and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 Seller is required for the execution of this Agreement or the consummation of the transactions contemplated hereby.not providing or

Contracts and Commitments. Except Schedule 2.19 contains a true, complete and correct list (and Sellers have previously delivered to Parent and Buyer true, complete and correct copies) of all of the following documents or agreements, or summaries of material oral agreements or understandings, which have financial obligations of at least CDN$50,000, to the extent applicable, relating to the Business or the Assets to which, on the date of this Agreement, any Seller or Subsidiary is a party, or which relate to or affect any Seller or Subsidiary and the Business, the Assets or the transactions contemplated hereby and all documents or agreements which may require any action or consent in connection with such transactions, as listed and described on Schedule 1.68 and Schedule 2.1.4they may have been amended to the date hereof: (a) any written employment or consulting agreement, neither Seller nor contract or commitment with any employee, officer or director or any contract or agreement with other consultants; (b) any agreement, contract or commitment with any party acting on behalf containing any covenant limiting the ability of any Seller or Subsidiary or any employee of any Seller or Subsidiary to engage in business or to compete in any location or with Seller's Knowledge any person; (c) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of any Seller or Subsidiary, including without limitation any licensing or royalty agreements; (d) any agreement or instrument relating to the borrowing of money, or the direct or indirect guarantee of any obligation for, or an agreement to service the repayment of, borrowed money or any other contingent obligations in respect of indebtedness of any other party (other than an indemnification of directors and consent is officers in accordance with the by-laws of any Seller or applicable law); (e) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Assets; (f) any contract or commitment for capital expenditures or the acquisition or construction of fixed assets; (g) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services (including, for each such contract, a party description of the percentage of completion and expected additional hours, resources and costs necessary to complete such services, if applicable); (h) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among any Seller or Subsidiary and any of the Affiliates of parties related to any written Seller or oral (for which Purchaser shall be bound following the Closing Date):Subsidiary; (i) Contract for any contract which grants to any person a preferential right to purchase any of the future purchase of, assets of any Seller or payment for, supplies or products, or for the performance of services by another party, involving in any one case $10,000 or moreSubsidiary; (iij) Contract to sell any contract, agreement or supply products or to perform services, involving in any one case $10,000 or more (except for any Resident/Patient's Agreement); (iii) Contract continuing over a period of more than six months from the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement); (iv) representative, sales agency, dealer or distributor Contract; (v) lease under which Seller is either lessor or lessee other than commitment with respect to the Real Property Leaseddischarge or removal of a Contaminant (as defined in Section 2.25 below) other than in the ordinary course of business; (vik) noteany contract, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending instrument containing obligations of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person;confidentiality; and (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark xx copyright or to any ideas, technical assistance or other know-how of or used by the Business; or (xl) any other material Contract agreement or instrument not made in the ordinary course of Seller's business consistent with past practicebusiness. Each There is no course of the Contracts and other instrumentsdealing, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its termswaiver, Seller andside agreement, arrangement or understanding applicable to Seller's Knowledge any other party thereto, are in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default in the performance, observance or fulfillment such contract of any material obligation, covenant Seller or condition contained therein, and no event has occurred that with or without the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder and, to Seller's Knowledge, a default by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated herebySubsidiary.

Contracts and Commitments. (a) Except as listed specifically contemplated by this Agreement and described except as set forth on Schedule 1.68 and Schedule 2.1.4the "Contracts Schedule" attached hereto, neither Seller the Company ------------------ nor any party acting on behalf of Seller with Seller's Knowledge and consent its Subsidiaries is a party to any or bound by, whether written or oral (for which Purchaser shall be bound following the Closing Date):oral, any: (i) Contract for the future purchase ofcollective bargaining agreement or contract with any labor union or any bonus, pension, profit sharing, retirement or payment forany other form of deferred compensation plan or any stock purchase, supplies stock option, group health insurance or productssimilar plan or practice, whether formal or for the performance of services by another party, involving in any one case $10,000 or moreinformal; (ii) Contract to sell any contract for the employment of any officer, individual employee or supply products other person on a full-time or to perform services, involving in consulting basis or any one case $10,000 or more (except for any Resident/Patient's Agreement)severance agreements; (iii) Contract agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien on any of its assets; (iv) agreements with respect to the lending or investing of funds; (v) license or royalty agreements (other than license agreements for mass marketed shrink wrap software); (vi) guaranty of any obligation, other than endorsements made for collection; (vii) lease or agreement under which it is lessee of, or holds or operates, any personal property owned by any other party calling for payments in excess of $100,000 annually (other than leases of equipment in the Ordinary Course of Business); (viii) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it (other than leases of equipment in the Ordinary Course of Business); (ix) contract or group of related contracts with the same party continuing over a period of more than six months from the date hereof or exceeding dates thereof, involving more than $10,000 in value (except for any Resident/Patient's Agreement)50,000; (ivx) representative, sales agency, dealer or distributor Contract; (v) lease under contract which Seller is either lessor or lessee other than with respect to prohibits it from freely engaging in business anywhere in the Real Property Leased; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark xx copyright or to any ideas, technical assistance or other know-how of or used by the Businessworld; or (xxi) any other agreement material Contract to it whether or not made entered into in the ordinary course Ordinary Course of Seller's business consistent with past practice. Each of Business. (b) Except as disclosed on the Contracts Schedule, (i) no contract ------------------ or commitment required to be disclosed on the Contracts Schedule has been ------------------ breached or cancelled by the other party and other instrumentsthe Company, documents its Subsidiaries and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its terms, Seller and, to Seller's Knowledge the Sellers have no knowledge of any anticipated breach by any other party theretoto any contract required to be set forth on the Contracts Schedule, are (ii) no ------------------ customer or supplier has indicated in compliance writing or orally to the Company, any of its Subsidiaries or any Seller that it shall stop or decrease the rate of business done with the provisions thereofCompany or any of its Subsidiaries or that it desires to renegotiate its contract or current arrangement with the Company of any of its Subsidiaries, Seller and, (iii) the Company and each of its Subsidiaries has performed all the obligations required to Seller's Knowledge any other party thereto, are be performed by it in connection with the contracts or commitments required to be disclosed on the Contracts Schedule and is not in ------------------ default under or in the performance, observance or fulfillment breach of any material obligation, covenant contract or condition contained thereincommitment required to be disclosed on the Contracts Schedule, and no event has occurred that which with the ------------------ passage of time or without the giving of notice or lapse of time, or both, both would constitute result in a default by Seller thereunder andor breach thereunder, (iv) neither the Company nor any of its Subsidiaries has any present expectation or intention of not fully performing any obligation pursuant to Seller's Knowledge, a default by any other party thereto; (ii) except as contract required to be set forth on Schedule 1.68 the Contracts Schedule, and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services (vi) ------------------ each agreement required to be rendered or products to be delivered to set forth on the Contracts Schedule is legal, ------------------ valid, binding, enforceable and in full force and effect and will continue as such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or following the consummation of the transactions contemplated hereby, except as enforceability may be limited by bankruptcy, fraudulent conveyance, insolvency, moratorium, reorganization or similar laws affecting creditors' rights generally and the discretionary nature of specific performance and other equitable remedies. (c) The Sellers have provided the Purchaser with a true and correct copy of all written contracts which are required to be disclosed on the Contracts Schedule, in each case together ------------------ with all amendments, waivers or other changes thereto (all of which are disclosed on the Contracts Schedule). The Contracts Schedule contains an ------------------ ------------------ accurate and complete description of all material terms of all oral contracts required to be set forth thereon.

Contracts and Commitments. Except as listed (a) Section 5.8 of the Plan Investor Disclosure Schedule lists the following Contracts (including all amendments, modifications and described on Schedule 1.68 and Schedule 2.1.4, neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent supplements thereto) to which a Plan Investor Group Member is a party to any written as of the date hereof (each a “Plan Investor Material Contract” and collectively, the “Plan Investor Material Contracts”), in each case, other than Contracts expressly contemplated by this Agreement or oral (for which Purchaser shall be bound following the Closing Date):other Transaction Documents: (i) (A) any material Contract providing for the future purchase ofborrowing of money or to the issuance of any note, bond, debenture or other evidence of funded indebtedness, or to mortgaging, pledging or otherwise placing a material Encumbrance on any securities or assets of any Plan Investor Group Member; (B) any Contract in the nature of a letter of credit, bankers’ acceptance and similar facilities involving any Plan Investor Group Member as an account party or beneficiary; (C) any Contract in the nature of a capital or direct financing lease that is required by IFRS to be treated as a long-term liability involving annual payments above $250,000 individually; and (D) any Contract containing material earn-out obligations or other contingent payment for, supplies or products, or contingent obligations for the performance deferred purchase price of services by another party, involving in any one case $10,000 property or moreservices; (ii) any material Contract to sell involving any guaranty by a third party of any obligation for borrowed money or supply products other material guaranty, performance or to perform services, involving in any one case $10,000 completion bond or more (except for any Resident/Patient's Agreement)indemnity or surety arrangement; (iii) any license, sublicense, development, collaboration or royalty agreement or other Contract continuing over a period relating to the use by any Plan Investor Group Member of more any material third-party Intellectual Property (other than six months from the date hereof commercially available software or exceeding $10,000 in value (except for any Resident/Patient's Agreementsoftware subject to click-through or shrink-wrap agreements); (iv) representativeany license, sales agencysublicense, dealer development, collaboration or distributor Contractroyalty agreement or other Contract relating to the use of any Intellectual Property of any Plan Investor Group Member by any third party (other than licenses granted to customers, resellers and distributors in the ordinary course of business) pursuant to which any Plan Investor Group Member receives annual payments above $250,000 individually; (v) lease under which Seller is either lessor or lessee any Contract binding any Plan Investor Group Member in respect of a covenant not to compete with any Person, Contracts (other than Distribution Agreements and Contracts entered into in the ordinary course of business) in which any Plan Investor Group Member grants any exclusivity or preferential right of first refusal or right of first offer to any Person or otherwise creates an exclusive relationship binding on any Plan Investor Group Member with respect a Person, in each case, to the Real Property Leasedextent such Contract materially restricts or limits the activities of any Plan Investor Group Member or the ability of any Plan Investor Group Member to engage or compete in any line of business or any geographic area or from developing or commercializing any pharmaceutical products; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other any Contract or for the borrowing acquisition or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness disposition of any business, any merger, consolidation, plan or scheme of arrangement or reorganization, or acquisition or disposition of a material amount of stock or material portion of assets of any Person outside the ordinary course of business, or any material real property (whether by merger, sale of stock, sale of assets or otherwise) to the extent any Plan Investor Group Member has any remaining payment or indemnity obligations thereunder in excess of $250,000 individually, in each case other Personthan sales of inventory in the ordinary course of business; (vii) any Contract for any charitable that by its terms limits the payment of dividends or political contributionother distributions by the Plan Investor; (viii) Contract limiting or restraining Seller any Contract, other than a Distribution Agreement or any successor employment agreements, involving consideration in excess of $250,000 individually, and $500,000 in aggregate for Contracts with substantially the same customer, supplier or assign from engaging subject matter, and which, in each case, cannot be cancelled by the applicable Plan Investor Group Member (a) without penalty or competing in any likeness of business (b) with any Person;less than ninety (90) days’ notice; (ix) license, franchise, distributorship Contracts with independent contractors or other agreement, including those that relate in whole consultants which are not cancellable without material penalty or in part to any patent, trademark, trade name, service mark xx copyright or to any ideas, technical assistance or other know-how of or used by the Business; orwithout more than ninety (90) days’ notice; (x) any other material Contract between any directors of any Plan Investor Group Member, any Senior Officers or (in both cases) any of their Affiliates, on the one hand, and such Plan Investor Group Member or any other Plan Investor Group Member, on the other hand; (xi) any material Contract, involving consideration in excess of $250,000 individually, and $500,000 in aggregate, that provides for any joint venture, partnership or similar arrangement or any Contract, involving consideration in excess of $250,000 individually, and $500,000 in aggregate, involving a sharing of revenues, profits, losses, costs or Liabilities between any Plan Investor Group Member, on the one hand, and any other Person, on the other hand excluding, in each case, (A) Distribution Agreements, (B) Contracts among Plan Investor Group Members which are directly or indirectly wholly owned by the Plan Investor and (C) any Contract that would be covered by this clause (x) solely by virtue of an obligation to pay customary royalties on account of product sales; (xii) any “single source” supply Contract pursuant to which goods or materials that are material to the Plan Investor Business are supplied to any Plan Investor Group Member from an exclusive source which source cannot made be replaced without a material increase in cost within ninety (90) days of termination of such Contract; or (xiii) any material Contract with any Governmental Entity outside of the ordinary course of Seller's business consistent with past practicebusiness. (b) The Company either has been supplied with, or has been given access to, a true, correct and complete copy of all written Plan Investor Material Contracts or a summary of all oral Plan Investor Material Contracts. Each of Except as has not had and would not reasonably be expected to have a Plan Investor Material Adverse Effect and except as set forth in the Contracts Plan, each Plan Investor Material Contract (assuming due power and authority of, and due execution and delivery by, the other instrumentsparty or parties thereto) is in full force and effect and is valid, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid binding and enforceable against the applicable Plan Investor Group Member and, to the Plan Investor’s Knowledge, the other parties thereto, in accordance with its termstheir respective terms (except as may be limited by bankruptcy, Seller andinsolvency, moratorium or other similar laws affecting creditors rights). (c) Except as has not had and would not reasonably be expected to Seller's Knowledge any other party theretohave, are in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default individually or in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein, and no event has occurred that with or without the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder and, to Seller's Knowledgeaggregate, a default by any other party thereto; (ii) Plan Investor Material Adverse Effect or except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any Section 5.8 of the ContractsPlan Investor Disclosure Schedule, commitments(i) within the one-year period preceding the date of this Agreement, leases no Plan Investor Group Member has violated or breached, or committed any default in any respect under, any Plan Investor Material Contract that remains uncured as of the date hereof, and (ii) to the Plan Investor’s Knowledge, as of the date of this Agreement, no other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered Person has violated or products to be delivered to such party after breached, or committed any default in any respect under, any Plan Investor Material Contract that remains uncured as of the Closing Datedate hereof; and (iii) as of the date of this Agreement, no consent event has occurred and is continuing through any Plan Investor Group Member’s actions or approval inactions, as applicable, that will result in a violation or breach in any respect of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated herebyprovisions of any Plan Investor Material Contract.

Contracts and Commitments. (a) Except as listed specifically contemplated by this Agreement and described except as set forth on Schedule 1.68 and Schedule 2.1.4the "Contracts Schedule" attached hereto, neither Seller nor any party acting on behalf of Seller no Seller, with Seller's Knowledge and consent respect to the Acquired Business, is a party to any or bound by, whether written or oral (for which Purchaser shall be bound following the Closing Date):oral, any: (i) Contract for the future purchase ofcollective bargaining agreement or contract with any labor union or any bonus, pension, profit sharing, retirement or payment forany other form of deferred compensation plan or any stock purchase, supplies stock option, hospitalization insurance or productssimilar plan or practice, whether formal or for the performance of services by another party, involving in any one case $10,000 or moreinformal; (ii) Contract to sell contract for the employment of any officer, individual employee or supply products other person on a full-time, part-time or to perform servicesconsulting basis providing annual compensation in excess of $150,000 and not terminable without penalty, involving in any one case $10,000 severance payment or more (except for any Resident/Patient's Agreement)other expense on the part of the Seller and, after the Closing Date, the Purchaser; (iii) Contract continuing over severance or change of control agreement or similar arrangement; (iv) agreement or indenture relating to the borrowing of money or other Indebtedness or to mortgaging, pledging or otherwise placing a Lien on any of its assets; (v) contract under which any Seller has advanced or loaned any other Person amounts in the aggregate exceeding $25,000, other than trade credit extended in the Ordinary Course of Business; (vi) agreement with respect to the lending or investing of funds; (vii) license or royalty agreements; (viii) guaranty of any obligation, other than endorsements made for collection; (ix) management, consulting, advertising, marketing, promotion, technical services, advisory or other contract or other similar arrangement relating to the design, marketing, promotion, management or operation of the Acquired Business; (x) outstanding powers of attorney executed on behalf of any Seller, other than powers of attorney granted by the Sellers in the Ordinary Course of Business to customers receiving services so that such customers may register, copyright or otherwise protect intellectual property resulting from such services; (xi) lease or agreement under which it is lessee of, or holds or operates, any personal property owned by any other Person calling for payments in excess of $50,000 annually; (xii) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it and calling for payments in excess of $50,000; (xiii) agreement or group of related agreements with the same Person for the sale or purchase of products or services under which the undelivered balance of such products and services has a price in excess of $50,000; (xiv) agreement or group of related agreements with the same party or group of affiliated parties (including without limitation agreements with customers of the Acquired Business) involving more than $750,000 from the period from May 1, 1999 through and including April 30, 2000; (xv) agreement with a term of more than six months from the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement)which is not terminable upon less than 60 days notice without penalty; (ivxvi) representativeconfidentiality agreement or similar arrangement, sales agencyother than customary confidentiality agreements with employees, dealer consultants, subcontractors or distributor Contractcustomers entered into in the Ordinary Course of Business; (vxvii) lease under agreement which Seller is either lessor or lessee prohibits it from freely engaging in business anywhere in the world, other than agreements with respect to customers entered into in the Real Property Leased; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter Ordinary Course of credit agreement, loan agreement or other Contract or for Business which prohibit the borrowing or lending provision of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark xx copyright or to any ideas, technical assistance or other know-how of or consultants used by the Businesssuch customer to such customer's competitors; or (xxviii) any other agreement material Contract to it (whether or not made entered into in the ordinary course Ordinary Course of Seller's business consistent Business), other than agreements with past practice. Each customers of the Acquired Business entered into in the Ordinary Course of Business. (b) Except as disclosed on the Contracts Schedule, (i) no contract or commitment required to be disclosed on the Contracts Schedule has been breached or canceled by the other party and other instruments, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its terms, no Seller and, to Seller's Knowledge has knowledge of any anticipated breach by any other party theretoto any contract set forth on the Contracts Schedule, are (ii) no customer or supplier has indicated in compliance writing or orally to any Seller or any Insider that it intends to stop or decrease the rate of business done with any Seller or that it desires to renegotiate its contract or current arrangement with any Seller, (iii) the Sellers have performed all the material obligations required to be performed by them in connection with the provisions thereof, Seller and, contracts or commitments required to Seller's Knowledge any other party thereto, be disclosed on the Contracts Schedule and are not in default under or in the performance, observance or fulfillment breach of any material obligation, covenant contract or condition contained thereincommitment required to be disclosed on the Contracts Schedule, and no event has occurred that which, with the passage of time or without the giving of notice or lapse of time, or both, would constitute result in a default by or breach thereunder, (iv) no Seller thereunder and, has any present expectation or intention of not fully performing any obligation pursuant to Seller's Knowledge, a default by any other party thereto; (ii) except as contract set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the ContractsContracts Schedule, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iiiv) no consent or approval of any party to any Contracteach agreement set forth on the Contracts Schedule is legal, commitmentvalid, lease or other instrumentbinding, document or undertaking listed on Schedule 1.68 enforceable and Schedule 2.1.4 is required for the execution of this Agreement or in full force and effect and will continue as such following the consummation of the transactions contemplated hereby. (c) The Sellers have provided the Purchaser with a true, correct, complete and accurate copy of all written contracts which are required to be disclosed on the Contracts Schedule, in each case together with all amendments, waivers or other changes thereto (all of which are disclosed on the Contracts Schedule). The Contracts Schedule contains an accurate and complete description of all material terms of all oral contracts referred to therein.

Contracts and Commitments. Except as listed and described on Schedule 1.68 and Schedule 2.1.4, neither Seller nor (a) None of the Purchased Assets or Assumed Liabilities contain any party acting on behalf of Seller with Seller's Knowledge and consent is a party to any written or oral (for which Purchaser shall be bound following the Closing Date): following: (i) Contract for the future purchase ofcollective bargaining agreement, or payment for, supplies any agreement that contains any severance pay liabilities or products, or for the performance of services by another party, involving in any one case $10,000 or more; obligations; (ii) Contract employment, consulting or similar agreements, contracts or commitments that are not terminable without penalty or cost by Seller on notice of thirty (30) calendar days or less or which contain an obligation of Seller to sell or supply products or to perform services, involving in any one case pay and/or accrue more than $10,000 or more (except for any Resident/Patient's Agreement); 50,000 per year; (iii) Contract continuing over notes or other evidences of Indebtedness for borrowed money or the deferred purchase price of property or services, which involve a period liability of more than six months from the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement); 50,000; (iv) representative, sales agency, dealer agreement of guaranty or distributor Contract; indemnification; (v) lease under which agreement, contract or commitment limiting the freedom of Seller is either lessor to engage in any line of business or lessee other than compete with respect to the Real Property Leased; any Person; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter contract or commitment (written or oral) with a supplier of credit agreement, loan agreement Seller that provided more than $50,000 in goods or other Contract services to Seller in fiscal year 2001 or for the borrowing is reasonably expected to provide such amount or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; more in fiscal year 2002; (vii) Contract for any charitable agreement, contract or political contribution; commitment (written or oral) with customers or other Persons which involves $50,000 or more and, by its terms, is not cancelable without penalty or cost within sixty (60) calendar days or (viii) Contract limiting any of the foregoing, whether above or restraining Seller below the thresholds referred to therein, which involves $125,000 or any successor or assign from engaging or competing more in any likeness of business with any Person;the aggregate. (ixb) license(i) Seller is not in breach of, franchisenor has Seller received in writing any claim or assertion that it has breached, distributorship any of the terms or other agreement, including those that relate conditions of any of the Purchased Contracts and there are no obligations owed by Seller under the Purchased Contracts; (ii) each Purchased Contract is in whole or in part to any patent, trademark, trade name, service mark xx copyright or to any ideas, technical assistance or other know-how of or used by the Business; or (x) any other material Contract not made full force and effect in the ordinary course of Seller's business consistent with past practice. Each of the Contracts and other instrumentsform delivered to Buyer, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 there is valid and enforceable in accordance with its terms, no material breach or default by Seller andor, to Seller's Knowledge ’s Knowledge, any other party thereto, are and Seller has not received any notice (in compliance with the provisions thereof, Seller and, writing or otherwise) that any party thereto wishes to cancel or not renew such Purchased Contract; (iii) to Seller's Knowledge any other party thereto’s Knowledge, there are not in default in no facts or conditions that exist, have occurred, or are anticipated which, through the performance, observance passage of time or fulfillment of any material obligation, covenant or condition contained therein, and no event has occurred that with or without the giving of notice or lapse of timenotice, or both, would constitute a material default by Seller thereunder and, to Seller's Knowledge, a default by under any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by Purchased Contract or on behalf would cause the acceleration of any obligation of any party to any thereto or the creation of the Contractsan Encumbrance, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iiiiv) no consent or approval of any party to any Contractneither the execution, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 delivery and Schedule 2.1.4 is required for the execution performance of this Agreement or the documents or instruments executed in connection herewith, nor consummation of the transactions contemplated herebyhereby or thereby, will cause the forfeiture or termination of, or give rise to a right of forfeiture or termination of, any Purchased Contract.

Contracts and Commitments. (a) Except as listed and described on Schedule 1.68 and Schedule 2.1.4set forth under the caption "Contracts" in the DCI Disclosure Letter, neither Seller the Company nor any party acting on behalf of Seller with Seller's Knowledge and consent Subsidiary is a party to any written or oral (for which Purchaser shall be bound following the Closing Date): any: (i) Contract collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement, or other form of deferred compensation plan; (iii) hospitalization insurance or similar plan or practice, whether formal or informal; (iv) contract for the future purchase employment of any officer, individual employee, or other person on a full-time or consulting basis or relative to severance pay for any such person; (v) agreement or indenture relating to the borrowing of money in excess of $1,000,000 or to mortgaging, pledging or otherwise placing a lien on any of the assets of the Company or any Subsidiary; (vi) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; (vii) lease or agreement under which it is lessor of, or payment forpermits any third party to hold or operate, supplies any property, real or productspersonal, for an annual rental in excess of $100,000; (viii) contract or group of related contracts with the same party for the performance purchase of services by another party, involving in any one case $10,000 or more; (ii) Contract to sell or supply products or to perform services, involving under which the undelivered balance of such products and services has a purchase price in any one case excess of $10,000 500,000; (ix) contract or more group of related contracts with the same party for the sale of products or services under which the undelivered balance of such products or services has a sales price in excess of $500,000; (except for any Resident/Patient's Agreement); (iiix) Contract other contract or group of related contracts with the same party continuing over a period of more than six months from the date hereof or exceeding dates thereof, either not terminable by it on 30 days' or less notice without penalty or involving more than $10,000 500,000; (xi) contract which prohibits either the Company or any Subsidiary from freely engaging in value business anywhere in the world; (except for xii) contract relating to the distribution of the Company's or any Resident/PatientSubsidiary's Agreement); products; (ivxiii) representativefranchise agreement; (xiv) contract, sales agencyagreement or understanding with any shareholder who beneficially owns 5% or more of the Company Common Stock or with any officer, dealer director or distributor Contract; employee (v) lease under which Seller is either lessor or lessee other than for employment on customary terms); (xv) license agreement or agreement providing for the payment or receipt of royalties or other compensation by the Company or any Subsidiary in connection with respect the proprietary rights listed under the caption "Proprietary Rights" in the DCI Disclosure Letter; or (xvi) other agreement material to the Real Property Leased; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person; (vii) Contract for any charitable or political contribution; (viii) Contract limiting or restraining Seller Company's or any successor Subsidiary's business or assign from engaging or competing in any likeness of business with any Person; (ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark xx copyright or to any ideas, technical assistance or other know-how of or used by the Business; or (x) any other material Contract not made entered into in the ordinary course of Seller's business consistent with past practice. Each business. (b) Except as specifically disclosed under the caption "Contracts" in the DCI Disclosure Letter, (i) no contract or commitment required to be disclosed under such caption has been breached or canceled by the other party; (ii) since the date of the Contracts and other instrumentsbalance sheet included in the Company's Latest 10-Q, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its terms, Seller and, to Seller's Knowledge any other party thereto, are in compliance no customer or supplier has indicated that it will stop or decrease the rate of business done with the provisions thereofCompany or any Subsidiary, Seller and, except for changes in the ordinary course of the Compan s and the Subsidiaries' businesses; (iii) the Company and the Subsidiaries have performed all obligations required to Seller's Knowledge any other party thereto, be performed by them in connection with the contracts or commitments required to be disclosed under such caption and are not in default in the performance, observance or fulfillment receipt of any material obligation, covenant claim of default under any contract or condition contained therein, commitment required to be disclosed under such caption; (iv) neither the Company nor any Subsidiary has any present expectation or intention of not fully performing any obligation pursuant to any contract or commitment or commitment set forth under such caption; and no event (v) neither the Company nor any Subsidiary has occurred that with any knowledge of any breach or without the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder and, to Seller's Knowledge, a default anticipated breach by any other party thereto; (ii) except as to any contract or commitment set forth on Schedule 1.68 under such caption. (c) Prior to the date of this Agreement, Wavetech has been supplied with a true and Schedule 2.1.4 no advance payments have been received by Seller by correct copy of each written contract or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease and a written description of each oral contract or commitment, referred to under the caption "Contracts" in the DCI Disclosure Letter, together with all amendments, waivers or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated herebychanges thereto.

Contracts and Commitments. Except as for matters listed on ------------------------- SCHEDULE 3.1.17, the Excluded Contracts and described the Contracts listed on Schedule 1.68 and Schedule 2.1.4SCHEDULE 3.1.14 hereto, neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent is not a party to any written or oral (for which Purchaser shall be bound following the Closing Date):oral: (ia) Contract with any present or former employee or consultant or for the employment or engagement of any person, including any consultant, who is engaged in the conduct of the Business; (b) Contract for the future purchase of, or payment for, supplies or products, or for the performance of services by another a third party, involving which supplies, products or services are used in the conduct of the Business involving, with respect to any obligation continuing after the Closing, in any one case $10,000 12,000 or more; (iic) Contract to sell or supply products or to perform servicesservices in connection with the Business involving, involving with respect to any obligation continuing after the Closing, in any one case $10,000 12,000 or more (except for any Resident/Patient's Agreement)more; (iiid) Contract relating to the Business not otherwise listed on SCHEDULE 3.1.14 hereto, and continuing over a period of more than six months from the date hereof or and exceeding $10,000 12,000 in value (except for any Resident/Patient's Agreement)value; (iv) representative, sales agency, dealer or distributor Contract; (ve) lease under which Seller is either lessor or lessee other than with respect relating to the Real Property LeasedAssets or any property at which the Assets are located; (vif) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans relating to the Business or from Employees) agreement or arrangement for a line of credit or guarantee, pledge or undertaking of the indebtedness of any other Personperson relating to the Business; (viig) Contract for any charitable or political contributioncontribution relating to the Business; (viiih) commitment or agreement for any capital expenditure or leasehold improvement in excess of $12,000 relating to the Business; (i) Contract limiting or restraining Seller Seller, the Business or any successor or assign thereto from engaging or competing in any likeness manner or in any business, nor, to Seller's or any of business with the Managing Member's knowledge, is any Personemployee of Seller engaged in the conduct of the Business subject to any such Contract; (ixj) licenselicense (other than licenses for off-the-shelf software), franchise, distributorship or other agreement, including those that relate agreement which relates in whole or in part to any patentany, trade secret, trademark, tradename, trade namedress, service mark xx xxxx or copyright or to any invention, ideas, technical assistance or other know-how of or used by Seller in the conduct of the Business; (k) Contract with any of the Managing Members, any member of their immediate families, any officer or employee or Seller or any other Affiliates (as hereinafter defined) of Seller or any of the Managing Members; or (xl) Contract, option or right with, of or to any other material Contract not made in the ordinary course person to acquire or use any of Seller's business consistent with past practice. Each of the Contracts and other instrumentsassets, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its terms, Seller and, to Seller's Knowledge any other party thereto, are in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default properties or rights included in the performance, observance Assets or fulfillment of any material obligation, covenant or condition contained interest therein, and no event has occurred that with or without the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder and, to Seller's Knowledge, a default by any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated hereby.

Contracts and Commitments. (a) Except as listed and described on Schedule 1.68 and Schedule 2.1.4set forth in Section 3.19(a) of the Disclosure Letter, neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent is not a party to or otherwise obligated under any of the following Contracts (“Material Contracts”), whether written or oral (for which Purchaser shall be bound following the Closing Date):oral: (i) any Contract providing for the future purchase ofsale of products or the provision of services, or payment forwith a term in excess of one (1) year, supplies or productsby Seller to any other Person, or other than such Contracts that provide for payments, in the performance aggregate of services by another party, involving in any one case less than $10,000 or more10,000; (ii) any Contract to sell (or supply products group of related Contracts) for the purchase of raw materials, commodities, supplies, products, or to perform other personal property, or for the receipt of services, involving in any one case $10,000 or more (except for any Resident/Patient's Agreement); (iii) Contract continuing the performance of which will extend over a period of more than six months from 1 year, or involve consideration in excess of $50,000; (iii) any Contract providing for an expenditure by Seller for the date hereof purchase or exceeding $10,000 in value (except for any Resident/Patient's Agreement)sale of real property; (iv) representativeany Contract, sales agency, dealer bid or distributor Contractoffer to sell products or to provide services to third parties which (A) Seller knows is at a price which would result in a net loss on the sale of such products or provision of such services or (B) contains terms or conditions which Seller cannot reasonably expect to satisfy or fulfill in all material respects; (v) lease under which any purchase commitment for materials, supplies, component parts or other items or services in excess of the normal, ordinary, usual and current requirements of Seller is either lessor or lessee other than with respect to at a price in excess of the Real Property Leasedcurrent reasonable market price at the time of such commitment; (vi) noteany Contract pursuant to which Seller is the lessor or sublessor of, debentureor permits any third party to operate, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement any real or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Personpersonal property; (vii) Contract any revocable or irrevocable power of attorney granted to any Person, for any charitable or political contributionpurpose whatsoever; (viii) Contract limiting any loan or restraining Seller financing agreement, capitalized lease arrangement (other than as set forth in Section 3.14 of the Disclosure Letter), indenture, promissory note, conditional sales agreement, mortgage, security agreement, pledge, letter of credit arrangement, guarantee, endorsement, assumption, indemnity, surety, foreign exchange contract, accommodation or any successor or assign from engaging or competing in any likeness other similar type of business with any Personagreement; (ix) license, franchise, distributorship any arrangement or other agreementagreement which involves (i) a sharing of profits or (ii) any joint venture, including those that relate in whole partnership or in part to any patent, trademark, trade name, service mark xx copyright similar agreement or to any ideas, technical assistance or other know-how of or used by the Business; orarrangement; (x) any sales agency, sales representation, consultant, distributorship or franchise agreement that is not terminable without penalty within 60 days; (xi) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (xii) any collective bargaining agreement; (xiii) any Contract for the employment of any individual on a full-time, part-time, consulting, or other basis or providing severance benefits; (xiv) any Contract providing for the payment of any cash or other benefits upon the sale or change of control of Seller or a substantial portion of its assets; (xv) any Contract prohibiting competition, prohibiting Seller from freely engaging in any business anywhere in the world, or prohibiting the disclosure of trade secrets or other confidential or proprietary information; (xvi) any Contract or commitment not made in the ordinary course of Seller's Ordinary Course, including without limitation any Contract pursuant to which Seller has acquired or disposed of, or has agreed to acquire or dispose of, any securities, business consistent with past practice. Each of unit, product line or the Contracts and other instruments, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its terms, Seller and, to Seller's Knowledge like; or (xvii) any other party thereto, are in compliance with Contract under which the provisions thereof, consequences of a default or termination could have a Material Adverse Effect. (b) Seller and, to Seller's Knowledge has not received any other party thereto, are not in default in the performance, observance or fulfillment notice of any material obligationintention to terminate, covenant repudiate or condition contained therein, and no event has occurred that with or without the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder and, to Seller's Knowledge, a default by disclaim any other party thereto; (ii) except as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Material Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of this Agreement or the consummation of the transactions contemplated hereby.

Contracts and Commitments. (a) Except for contracts with Providers, which are addressed exclusively in ‎Section 4.20, or as listed and described set forth on Schedule 1.68 and Schedule 2.1.44.10(a), neither Seller the Company nor any party acting on behalf of Seller with Seller's Knowledge and consent its Subsidiaries is a party to any written or oral (for which Purchaser shall be bound following the Closing Date):by any: (i) Contract for the future purchase ofcollective bargaining agreement or any other contract with any labor union, or payment forseverance agreements, supplies programs, policies or products, or for the performance of services by another party, involving in any one case $10,000 or morearrangements; (ii) Contract contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis (other than offer letters entered into in the ordinary course of business); or contract relating to sell loans to officers, directors or supply products or to perform services, involving in any one case $10,000 or more (except for any Resident/Patient's Agreement)Affiliates; (iii) Contract continuing over a period of more than six months from the date hereof contract providing for retention, change in control or exceeding $10,000 in value (except for any Resident/Patient's Agreement)similar payments; (iv) representative, sales agency, dealer contract under which the Company or distributor Contractany of its Subsidiaries has advanced or loaned money to any Person (other than advances of expenses made to employees in accordance with the Company’s policies and past practices); (v) lease under which Seller is either lessor contract or lessee indenture relating to borrowed money or other than with respect to Indebtedness or the Real Property Leasedmortgaging, pledging or otherwise placing a Lien on any material asset or material group of assets of the Company or any of its Subsidiaries; (vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness guarantee of any other Personobligation; (vii) Contract for any charitable a financial derivatives master agreement or political contributionconfirmation, or futures account opening agreements and/or brokerage statements, evidencing financial hedging or similar trading activities; (viii) Contract limiting lease or restraining Seller agreement under which the Company or any successor of its Subsidiaries is lessee of or assign from engaging holds or competing in operates any likeness property, real or personal, owned by any other party, except for any lease of business with any Personreal or personal property under which the aggregate annual rental payments do not exceed One Hundred Thousand Dollars ($100,000); (ix) license, franchise, distributorship lease or other agreement, including those that relate in whole agreement under which the Company or in part to any patent, trademark, trade name, service mark xx copyright or to any ideas, technical assistance or other know-how of its Subsidiaries is lessor of or used permits any third party to hold or operate any property, real or personal, owned or controlled by the Business; orCompany or any of its Subsidiaries; (x) assignment, license, indemnification or other agreement with respect to any material intangible property (including, without limitation any Intellectual Property); (xi) agreement relating to the transfer or voting of, or granting any Person any registration rights with respect to shares of capital stock, security or equity interests in the Company or any of its Subsidiaries (including, without limitation, demand and piggyback registration rights); (xii) sales, distribution or franchise agreement; (xiii) contract, agreement or other arrangement with any officer, director, stockholder, partner, employee, or Affiliate, or any Affiliate of any officer, director, stockholder, partner, or employee (other than any contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis or any ordinary course employment related benefits for employees which do not involve annual expenditures in excess of One Hundred Thousand Dollars ($100,000) in the aggregate); (xiv) contract or agreement prohibiting the Company or any of its Subsidiaries from freely engaging in any business or competing anywhere in the world; (xv) any contract for the acquisition, sale or lease of properties or assets (by merger with another Person, purchase or sale of stock, membership interests, assets or similar agreement); (xvi) a “standstill” or similar agreement; (xvii) a contract by which any Person other than a Securityholder is entitled to receive any portion of the Merger Consideration, other than as an item of Indebtedness or Company Transaction Expense; (xviii) a partnership or joint venture contract; (xix) contracts granting a right of first refusal or first negotiation; (xx) any contract with any Governmental Authority; (xxi) to the extent material Contract not made in to the business or financial condition of the Company or any of its Subsidiaries, any (1) product design or development contract, (2) indemnification contract outside of the ordinary course of Seller's business consistent with past practice. business, or (3) license or royalty contract; (xxii) any other agreement not otherwise described in paragraphs (i) - (xxi) of this ‎Section 4.10(a) which involves consideration in excess of Two Hundred Fifty Thousand Dollars ($250,000) annually; and (xxiii) commitments or arrangements to enter into any of the foregoing. (b) Each of the Contracts contracts, agreements and other instruments, documents and undertakings instruments required to be listed on Schedule 1.68 and Schedule 2.1.4 4.10(a), together with each contract of such type entered into in accordance with Section 6.1, is valid a “Material Contract.” Each of the Material Contracts is legal, valid, binding and enforceable in accordance with its termstheir respective terms against the Company or any Subsidiary, Seller as applicable, and, to Seller's Knowledge any other party thereto, are in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein, and no event has occurred that with or without the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder and, to Seller's Company’s Knowledge, the other parties thereto. Schedule 4.10(b) sets forth an accurate and complete list of all Vendor Contracts which contain provisions that would give rise to a default right of termination by any other party thereto; (ii) except such counterparty as set forth on Schedule 1.68 and Schedule 2.1.4 no advance payments have been received by Seller by or on behalf of any party to any a result of the Contracts, commitments, leases and other instruments listed on Schedule 1.68 and Schedule 2.1.4 for services to be rendered or products to be delivered to such party after the Closing Date; and (iii) no consent or approval of any party to any Contract, commitment, lease or other instrument, document or undertaking listed on Schedule 1.68 and Schedule 2.1.4 is required for the execution of entry into this Agreement or the consummation of the transactions contemplated hereby, i.e., as a result of change in control provisions (the “Change In Control Vendor Contracts”). Except as identified in Schedule 4.10(b), no approval, consent or waiver of, or notice to, any Person is needed in order for any Material Contract (including any Change In Control Vendor Contract) to continue in full force and effect following the consummation of the transactions contemplated by this Agreement. The Company and its Subsidiaries have each performed all material obligations required to be performed by them and are not in material default under or in material breach of (nor to the Company’s Knowledge, does any condition exist that with notice or lapse of time or both would constitute a material default by the Company or its Subsidiaries) nor in receipt of any claim of material default or material breach under any such Material Contract; neither the Company nor any of its Subsidiaries has any present expectation or intention of not fully performing all such obligations; and neither the Company nor any of its Subsidiaries has Knowledge of any material breach by the other parties to any such Material Contract to which it is a party, nor to the Company’s Knowledge, does any condition exist that with notice or lapse of time or both would constitute a material default by any such other party thereunder. Neither the Company nor any of its Subsidiaries have received any written notice of termination or cancellation under any Material Contract or granted to any third party any rights, adverse or otherwise, that would constitute a material breach of any Material Contract. (c) Purchaser has been supplied with a true and correct copy of each of the Material Contracts in existence as of the date hereof, together with any and all amendments and material supplements thereto and material “side letters” and similar documentation relating thereto, together with all amendments thereto. (d) The Company and each of its Subsidiaries has satisfied all performance standards under any Material Contract where it is required to do so and to the Company’s Knowledge (i) neither the Company nor its Subsidiaries are required to return any fees or payments received by it or to provide credits against any future fees or payment that would otherwise be due to it under any Material Contract, and (ii) neither the Company or the Subsidiaries are subject to any penalties under any such Material Contract, by reason of its failure to satisfy any performance standard contained in such Material Contract.