Common use of Contracts and Commitments Clause in Contracts

Contracts and Commitments. (a) Schedule 2.16 attached hereto contains a true, complete and correct list and description of the following contracts and agreements, whether written or oral (collectively, the "Contracts"): (i) all loan agreements, indentures, mortgages and guaranties to which the Seller is a party or by which the Seller or any of its property is bound; (ii) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements relating to any of the Assets to which the Seller is a party or by which the Seller or any of its property is bound; (iii) all contracts, agreements, commitments, purchase orders or other understandings or arrangements to which the Seller is a party or by which the Seller or any of its property is bound which (A) involve payments or receipts by the Seller of more than $2,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) which may materially adversely affect the condition (financial or otherwise) or the properties, assets, business or prospects of the Seller; (iv) all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which the Seller is a party or by which the Seller or any of its property is bound; (v) all agency, distributor, sales representative and similar agreements to which the Seller is a party; (vi) all contracts, agreements or other understandings or arrangements between the Seller any stockholder or Affiliate of the Seller; (vii) all leases, whether operating, capital or otherwise, under which the Seller is lessor or lessee; and (viii) any other material agreement or contract entered into by the Seller. (b) Except as set forth on Schedule 2.16 attached hereto: (i) each Contract is a valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, and the Seller does not have any knowledge that any Contract is not a valid and binding agreement of the other parties thereto; (ii) the Seller has fulfilled all material obligations required pursuant to the Contracts to have been performed by the Seller on its part prior to the date hereof, and the Seller has no reason to believe that it will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof; (iii) the Seller is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto; (iv) to the best knowledge of the Seller, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto; (v) the Seller is not restricted by any Contract from carrying on its business anywhere in the world; and (vi) the Seller has no written or oral Contracts to sell products or perform services which are expected to be performed at, or to result in, a loss. (c) Except as set forth on Schedule 2.3 or Schedule 2.16, the continuation, validity and effectiveness of each Contract will not be affected by the transfer thereof to Buyer under this Agreement and all such Contracts are assignable to Buyer without a consent. (d) True, correct and complete copies of all Contracts have previously been delivered by the Seller to the Buyer.

Contracts and Commitments. (a) Section 3.13 of the Disclosure Schedule 2.16 attached hereto contains sets forth a true, complete and correct list and description of all of the following agreements, contracts and agreements, whether written or oral (collectively, the "Contracts"): (i) all loan agreements, indentures, mortgages and guaranties commitments to which the Seller Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or their respective assets are bound (each, a “Material Contract”): (a) Employment, termination, severance, indemnification, collective bargaining or other agreements or arrangements with any employee, director, independent contractor, consultant, distributor or sales representative earning in excess of $100,000 per year; (b) any change of control agreements; (c) agreements, contracts, commitments or arrangements granting exclusivity or containing any covenant limiting the ability of the Company or its Subsidiaries to engage in any line of business or to compete with any business or Person; (d) agreements or contracts with the Seller or any officer, director, employee, of Seller (other than employment, severance and change of control agreements covered by clause (a) or (b) above) under which amounts in excess of $100,000 are payable; (e) agreements or contracts related to Company Debt or under which the Company or any of its property is boundSubsidiaries has borrowed or loaned money, or any note, bond, indenture, mortgage, installment obligation or other evidence of indebtedness for borrowed or loaned money or any guarantee of such indebtedness; (iif) all pledges, conditional sale leases or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements relating to any of the Assets licenses pursuant to which personal, intellectual or real property is leased or licensed to or from the Seller is a party or by which the Seller Company or any of its property is boundSubsidiaries (including all Real Estate Leases); (iiig) all contractsguaranties, agreementssuretyships or other contingent agreements of the Company or its Subsidiaries; (h) any agreement, commitmentscontract, commitment or arrangement relating to capital expenditures with respect to the Company or its Subsidiaries and involving future payments which exceed $250,000 in any 12-month period; (i) any agreement, contract, commitment or arrangement relating to the acquisition or disposition of assets (other than in the ordinary course of business consistent with past practice) or any capital stock of any business enterprise; (j) any tax sharing or tax allocation agreement or agreement with respect to a partnership, joint venture or similar cooperative activity; (k) contracts or purchase orders or other understandings or arrangements pursuant to which the Seller is a party Company or by which its Subsidiaries will receive or pay in excess of $1,000,000 over any twelve- month period; (l) all agreements and contracts containing “take or pay” provisions; (m) all powers of attorney executed on behalf of the Seller Company or any of its property is bound which (A) involve payments or receipts by the Seller of more than $2,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) which may materially adversely affect the condition (financial or otherwise) or the properties, assets, business or prospects of the SellerSubsidiaries; (ivn) all collective bargaining agreements, employment agreements and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which the Seller is a party or by which the Seller or contracts with any of its property is bound; (v) all agency, distributor, sales representative and similar agreements to which the Seller is a party; (vi) all contracts, agreements or other understandings or arrangements between the Seller any stockholder or Affiliate of the Seller; (vii) all leases, whether operating, capital or otherwise, under which the Seller is lessor or lesseeGovernmental Authority; and (viiio) all agreements containing a provision to indemnify any party or assume any tax, environmental or other material agreement or contract liability (other than third party purchase orders entered into by in the Seller. (b) Except as set forth on Schedule 2.16 attached hereto: (i) each Contract is a valid ordinary course of business). The Company has made available to the Buyer true and binding agreement complete copies of all of the SellerMaterial Contracts. With respect to all Material Contracts, enforceable against neither the Seller in accordance with Company nor any of its termsSubsidiaries, and the Seller does not have any knowledge that any Contract is not a valid and binding agreement of the other parties thereto; (ii) the Seller has fulfilled all material obligations required pursuant nor, to the Contracts to have been performed by the Seller on its part prior to the date hereofCompany’s Knowledge, and the Seller has no reason to believe that it will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof; (iii) the Seller is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto; (iv) to the best knowledge of the Seller, there is no existing breach or default by any other party to any Contractsuch contract is in violation or breach thereof or default thereunder and there does not exist under any thereof any event which, and no event has occurred which with the passage of time or giving of notice or both the lapse of time, would constitute such a default by violation, breach or default, except for such other partyviolations breaches, result in a loss of rights defaults and events as to which requisite waivers or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto; consents have been obtained (v) the Seller is not restricted by any Contract from carrying on its business anywhere in the world; and (vi) the Seller has no written or oral Contracts to sell products or perform services which are expected to be performed at, or to result in, a lossidentified in Section 3.13 of the Disclosure Schedule). (c) Except as set forth on Schedule 2.3 or Schedule 2.16, the continuation, validity and effectiveness of each Contract will not be affected by the transfer thereof to Buyer under this Agreement and all such Contracts are assignable to Buyer without a consent. (d) True, correct and complete copies of all Contracts have previously been delivered by the Seller to the Buyer.

Contracts and Commitments. (a) Schedule 2.16 3.17 attached hereto contains a true, complete and correct list and description of the following contracts and agreements, whether written or oral (collectively, the "Contracts"): (i) all loan agreements, promissory notes, indentures, mortgages and guaranties to which the Seller Company is a party or by which the Seller Company or any of its property is bound; (ii) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements relating to any of the Assets to which the Seller Company is a party or by which the Seller Company or any of its property is boundbound and which involve payments or receipts by the Company of more than $10,000; (iii) all contracts, agreements, commitments, purchase orders or other understandings or arrangements to which the Seller Company is a party or by which the Seller Company or any of its property is bound which (A) involve payments or receipts by the Seller Company of more than $2,000 15,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) which may materially adversely affect the condition (financial or otherwise) or the properties, assets, business or prospects of the SellerCompany; (iv) all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which the Seller Company is a party or by which the Seller Company or any of its property is bound; (v) all agency, distributor, sales representative and representative, franchise or similar agreements to which the Seller Company is a partyparty or by which the Company or any of its property is bound; (vi) all contracts, agreements or other understandings or arrangements between the Seller Company and any stockholder or Affiliate of the SellerStockholders or their affiliates; (vii) all leases, whether operating, capital or otherwise, under which the Seller Company is lessor or lesseelessee and which involve payments or receipts by the Company of more than $10,000; (viii) all contracts, agreements or other arrangements imposing a non-competition or non-solicitation obligation on the Company; and (viiiix) any other material agreement agreements or contract contracts entered into by the SellerCompany and which involve payments or receipts by the Company of more than $10,000. (b) Except as set forth on Schedule 2.16 attached hereto3.17: (i) each Contract is a valid and binding agreement of the SellerCompany, enforceable against the Seller Company in accordance with its terms, and the Seller Company does not have any knowledge that any Contract is not a valid and binding agreement of the other parties thereto; (ii) the Seller Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by the Seller Company on its part prior to the date hereof, and the Seller Company has no reason to believe that it will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof; (iii) the Seller Company is not in material breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto; (iv) to the best knowledge of the Seller, Stockholders: (A) there is no existing breach or default by any other party to any Contract, and (B) no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto; (v) except as disclosed in Schedule 3.24, there are not and, since January 1, 2001 have not been, any claims relating to the Seller Company by customers of the Company under any warranties, whether express or implied; (vi) the Company is not restricted by any Contract from carrying on its business anywhere in the world; and; (vivii) the Seller Company has no written or oral Contracts contracts to sell products or perform services which are expected to be performed at, or to result in, a loss; and (viii) the Company has not experienced any significant shortages of components, raw materials or other supplies (collectively "Supplies") within the twelve (12) month period preceding the date hereof, and the Company has on hand, or has reason to believe it can timely obtain, a sufficient quantity of Supplies to satisfy all outstanding orders heretofore received. (c) Except as set forth on Schedule 2.3 or Schedule 2.16, the continuation, validity and effectiveness of each Contract will not be affected by the transfer thereof to Buyer under this Agreement and all such Contracts are assignable to Buyer without a consent. (d) True, correct and complete copies of all Contracts required to be disclosed on Schedule 3.17 have previously been delivered by the Seller Company or the Stockholders to Open Solutions. (d) Schedule 3.17(d) sets forth (i) all Contracts (including, without limitation, reseller agreements) that contain the right of a third party to audit the royalties, referral fees or other payments that the Company must pay to such third party, and (ii) the amount of any royalties, referral fees or other payments accrued or paid to each third party thereunder from January 1, 1999 through the Closing Date (collectively, the "Royalties"). The Company has accurately recorded all Royalties under such Contracts and has accrued or paid all Royalties to the Buyerappropriate third party in accordance with the terms of the Contracts set forth on Schedule 3.17(d). As of the Closing Date, no additional Royalties are due and owing under such Contracts (or would be due and owing in the event that third parties exercised their right to audit the Royalties under the Contracts set forth on Schedule 3.17(d)).

Contracts and Commitments. (a) Schedule 2.16 2.23 attached hereto contains a true, complete and ------------- correct list and description of the following contracts and agreementsagreements of the Sellers, in relation to the personal emergency response business, whether written or oral (collectively, the "Contracts"):oral: (i) all loan agreements, indentures, mortgages and guaranties to which the Seller is a party or by which the Seller or any of its property is bound; (ii) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements relating to any of the Assets to which the Seller is a party or by which the Seller or any of its property is bound; (iii) all contracts, agreements, commitments, purchase orders or other understandings or arrangements to which the Seller is Sellers are a party or by which the Seller Sellers or any of its their property is bound which (A) involve payments or receipts by the Seller Sellers of more than $2,000 1,000 in the case of any single contract(or series of related) contracts, agreementagreements, commitmentcommitments, understanding understandings or arrangement arrangements under which full performance (including payment) has not been rendered by all parties thereto or (B) which may materially adversely affect the condition (financial or otherwise) or the properties, assets, business or prospects of the SellerSellers; (ivii) all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plansplan, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which the Seller is Sellers are a party or by which the Seller Sellers or any of its their property is bound; (viii) all agency, distributor, sales representative and similar agreements to which the Seller is Sellers are a party; (viiv) all contracts, agreements or other understandings or arrangements between the Seller Sellers and any stockholder officers, shareholder, manager, member or Affiliate affiliate of the Seller; (vii) all leases, whether operating, capital or otherwise, under which the Seller is lessor or lesseeSellers; and (viiiv) any other material agreement or contract entered into by the SellerSellers. (b) Except as set forth on Schedule 2.16 2.23 attached hereto:: ------------- (i) each Contract contract is a valid and binding agreement of the SellerSellers, enforceable against the Seller Sellers in accordance with its terms, and the Seller does Sellers do not have any knowledge that any Contract contract is not a valid and binding agreement of the other parties thereto; (ii) the Seller has Sellers have fulfilled all material obligations required pursuant to the Contracts contracts to have been performed by the Seller Sellers on its their part prior to the date hereof, and the Seller has Sellers have no reason to believe that it they will not be able to fulfill, when due, all of its their obligations under the Contracts contracts which remain to be performed after the date hereof; (iii) the Seller is Sellers are not in breach of or default under any Contractcontract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto;; and (iv) to the best knowledge of the SellerSellers, there is no existing breach or default by any other party to any Contractcontract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto; (v) the Seller is Sellers are not restricted by any Contract contract from carrying on its their business anywhere in the worldstates of New York, Florida or Pennsylvania; and (vi) the Seller has no written or oral Contracts to sell products or perform services which are expected to be performed at, or to result in, a loss. (c) Except as set forth on Schedule 2.3 or Schedule 2.16, the continuation, validity and effectiveness of each Contract will not be affected by the transfer thereof to Buyer under this Agreement and all such Contracts are assignable to Buyer without a consent. (d) True, correct and complete copies of all Contracts contracts listed on Schedules 2.21 and 2.23 (a) have previously been delivered by the Seller Sellers to the -------------------------- Buyer.

Contracts and Commitments. (a) Schedule 2.16 attached hereto 4.19 contains a true, complete and correct list and description of the following material contracts and agreementsagreements in force and effect, whether written or oral (collectively, the "VacTex Contracts"):). (i) all loan agreements, indentures, mortgages and guaranties to which the Seller VacTex is a party by or by which the Seller VacTex or any of its property is bound; (ii) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements relating to any of the Assets to which the Seller VacTex is a party or by which the Seller VacTex or any of its property is bound; (iii) all contracts, agreements, commitments, purchase orders or other understandings or arrangements to which the Seller VacTex is a party or by which the Seller VacTex or any of its property is bound which (A) involve payments or receipts by the Seller VacTex of more than $2,000 10,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) which may materially adversely affect the condition (financial or otherwise) or the properties, assets, business or prospects of the Sellerhave a Material Adverse Effect on VacTex; (iv) all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which the Seller is a party or by which the Seller or any of its property is bound; (v) all agency, distributor, sales representative and similar agreements to which the Seller VacTex is a party; (viv) all contracts, agreements or other understandings or arrangements between the Seller VacTex and any stockholder shareholder or Affiliate (as defined in Section 7.08) of the SellerVacTex; (viivi) all leases, whether operating, capital or otherwise, under which the Seller VacTex is lessor or lessee; (vii) all contracts agreements and other documents or information relating to past disposal of waste (whether or not hazardous); and (viii) any other material agreement or contract entered into by the SellerVacTex or by which VacTex or any of its property is bound. (b) Except as set forth on Schedule 2.16 attached hereto4.19, VacTex is not a party or subject to any in force and effect, oral or written: (i) contract or agreement for the purchase by VacTex of inventory, supplies, equipment or other real or personal property, or the procurement of services, except individual purchase orders or aggregate purchase orders to a single vendor involving payments of less than $10,000; (ii) lease of equipment, machinery or other personal property involving aggregate annual payments in excess of $10,000; (iii) contract or agreements for the sale or lease of products or furnishing of services by VacTex except individual purchase orders, or aggregate purchase orders from a single customer, involving payments of less than $10,000; (iv) joint venture, partnership or other contract or arrangement involving royalties or the sharing of profits; (v) contract or agreement, other than in the ordinary course of business, relating to the purchase or acquisition, by merger or otherwise, of a significant portion of the business, assets or securities of VacTex by any other person or of any other person by VacTex; (vi) contract or agreement containing a covenant or covenants which purport to limit to a material extent the ability or right of VacTex to engage in any lawful business activity or compete with any person or entity; (vii) contract or agreement for the borrowing or lending of money or the guarantee of the obligations of any other person; or (viii) material contract or agreement not otherwise described in this Section 4.22 involving payments of $10,000 or more which is not terminable by and without penalty to VacTex within six months after the date of this Agreement. (c) Except as set forth on Schedule 4.19: (i) each VacTex Contract is a valid and binding agreement of the Seller, VacTex enforceable against the Seller VacTex in accordance with its terms, and the Seller VacTex does not have any knowledge that any VacTex Contract is not a valid and binding agreement of the other parties thereto; (ii) the Seller VacTex has fulfilled all material obligations required pursuant to the VacTex Contracts to have been performed by the Seller VacTex on its part prior to the date hereof, and the Seller VacTex has no reason to believe that it will not be able to fulfill, when due, all of its obligations under the VacTex Contracts which remain to be performed after the date hereof; (iii) the Seller VacTex is not in breach of or default under any VacTex Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto; (iv) to the best knowledge of the Seller, there is no existing breach or default by any other party to any VacTex Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of or any lien, charge or encumbrance thereunder or pursuant thereto; (v) the Seller VacTex is not restricted by any VacTex Contract from carrying on its business anywhere in the world; and (vi) the Seller VacTex has no written or oral VacTex Contracts to sell products or perform services which are expected to be performed at, or to result in, in a loss. Except that, depending on overhead allocations, some of VacTex's government contracts and grants may not be operating at a profit. (cd) Except as set forth on Schedule 2.3 or Schedule 2.16, the The continuation, validity and effectiveness of each VacTex Contract will not be affected by the transfer thereof to Buyer under this Agreement and all such Contracts are assignable to Buyer without a consentMerger. (de) True, correct and complete copies of all VacTex Contracts have previously been delivered by the Seller VacTex to the BuyerAquila.

Contracts and Commitments. (a) Schedule 2.16 attached hereto contains a true, complete and correct list and description None of the following contracts and agreements, whether written or oral (collectively, the "Contracts"): (i) all loan agreements, indentures, mortgages and guaranties to which the Seller Acquired Companies is a party to any: (A) bonus, pension, profit sharing, retirement, or by which other form of deferred compensation plan, other than as described in this Section 4.10, Section 4.14, or the Seller schedules to this Agreement including the Bonus Schedule; (B) stock purchase, stock option, or similar plan; (C) contract for the employment of any of its property is bound; officer, individual employee, or other person on a full-time or consulting basis; (iiD) all pledges, conditional sale agreement or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements indenture relating to the borrowing of money or to mortgaging, pledging, or otherwise placing a Lien (other than a Permitted Lien) on any portion of the Acquired Companies' assets; (E) guaranty of any obligation for borrowed money or other guaranty; (F) contract or option pursuant to which any of the Assets Acquired Companies have the right or the obligation to purchase, lease, or otherwise acquire any interest in any Real Property; (G) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the Seller is a party or by which the Seller or any of its property is bound; annual rental exceeds $250,000; (iiiH) all except for steel contracts, agreements, commitments, a contract or group of related contracts with the same party for the purchase orders of products or other understandings or arrangements to which the Seller is a party or by which the Seller or any of its property is bound which (A) involve payments or receipts by the Seller of more than $2,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) which may materially adversely affect the condition (financial or otherwise) or the properties, assets, business or prospects of the Seller; (iv) all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which the Seller is a party or by which the Seller or any of its property is bound; (v) all agency, distributor, sales representative and similar agreements to which the Seller is a party; (vi) all contracts, agreements or other understandings or arrangements between the Seller any stockholder or Affiliate of the Seller; (vii) all leases, whether operating, capital or otherwiseservices, under which the Seller is lessor undelivered balance of such products and services has a selling price in excess of $250,000; (I) except for Coiled Line Pipe Contracts, and Downhole Purchase Orders, a contract or lesseegroup 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 $250,000; and or (viiiJ) any other material agreement or contract entered into by which prohibits the SellerCompany from freely engaging in business anywhere in the world. (b) Except as set forth Buyer either has been supplied with, or has been given access to, a true and correct copy of all written contracts which are referred to on Schedule 2.16 attached hereto: (i) each Contract is a valid and binding agreement of the SellerContracts Schedule, enforceable against the Seller in accordance together with its terms, and the Seller does not have any knowledge that any Contract is not a valid and binding agreement of the other parties thereto; (ii) the Seller has fulfilled all material obligations required pursuant to the Contracts to have been performed by the Seller on its part prior to the date hereofamendments, and the Seller has no reason to believe that it will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof; (iii) the Seller is not in breach of waivers or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant other changes thereto; (iv) to the best knowledge of the Seller, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto; (v) the Seller is not restricted by any Contract from carrying on its business anywhere in the world; and (vi) the Seller has no written or oral Contracts to sell products or perform services which are expected to be performed at, or to result in, a loss. (c) Except as set forth None of the Acquired Companies has received notice of default nor, to Sellers' Knowledge, is in default under any contract listed on Schedule 2.3 or Schedule 2.16the Contracts Schedule, except for those trade payables incurred in the continuation, validity and effectiveness ordinary course of each Contract will not be affected by the transfer thereof to Buyer under this Agreement and all such Contracts are assignable to Buyer without a consentbusiness consistent with past practices. (d) True, correct and complete copies of all Contracts have previously been delivered by the Seller to the Buyer.

Contracts and Commitments. (a) Schedule 2.16 attached hereto contains a true, complete and correct list and description of the following contracts and agreements, whether written or oral (collectively, the "Contracts"): (i) all loan agreements, indentures, mortgages and guaranties to which the any Seller is a party or by which the any Seller or any of its property is bound; (ii) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements relating to any of the Assets to which the any Seller is a party or by which the any Seller or any of its property is bound; (iii) all contracts, agreements, commitments, purchase orders or other understandings or arrangements to which the any Seller is a party or by which the any Seller or any of its property is bound which (A) involve payments or receipts by the any Seller of more than $2,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) which may materially adversely affect the condition (financial or otherwise) or the properties, assets, business or prospects of the any Seller; (iv) all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, vacation plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which the any Seller is a party or by which the any Seller or any of its property is bound; (v) all agency, distributor, sales representative and similar agreements to which the any Seller is a party; (vi) all contracts, agreements or other understandings or arrangements between the any Seller and any stockholder stockholder, member or Affiliate of the such Seller; (vii) all leases, whether operating, capital or otherwise, under which the any Seller is lessor or lessee; and (viii) any other material agreement or contract entered into by the any Seller. (b) Except as set forth on Schedule 2.16 attached hereto: (i) each Contract is a valid and binding agreement of the applicable Seller, enforceable against the such Seller in accordance with its terms, and the such Seller does not have any knowledge that any Contract is not a valid and binding agreement of the other parties thereto; (ii) the each Seller has fulfilled all material obligations required pursuant to the Contracts to have been performed by the such Seller on its part prior to the date hereof, and the each Seller has no reason to believe that it will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof; (iii) the no Seller is not in material breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto; (iv) to the best knowledge of the SellerSellers and the Principals, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto; (v) the no Seller is not restricted by any Contract from carrying on its business anywhere in the world; and (vi) the no Seller has no any written or oral Contracts to sell products or perform services which are expected to be performed at, or to result in, a material loss. (c) Except as set forth on Schedule 2.3 or Schedule 2.16, the continuation, validity and effectiveness of each Contract will not be affected by the transfer thereof to Buyer under this Agreement and all such Contracts are assignable to Buyer without a consent. (d) True, correct and complete copies of all Contracts have previously been delivered by the Seller Sellers to the Buyer.

Contracts and Commitments. (a) Schedule 2.16 attached hereto contains a true, complete and correct list ------------- and description of the following contracts and agreements, whether written or oral (except as set forth below) (collectively, the "ContractsCONTRACTS"): (i) all loan agreements, indentures, mortgages and guaranties relating to which the Seller is a party MDI Business or by which the Seller MDI or any of its property is the Assets are bound; (ii) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements relating to any of the Assets to which the either Seller Entity is a party or by which the Seller or any of its property is boundparty; (iii) all contracts, agreements, commitments, purchase orders or other understandings or arrangements relating to the MDI Business which the Seller is a party or by which the Seller or any of its property is bound which (A) involve payments or receipts by the either Seller Entity of more than $2,000 10,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) which may materially adversely affect the condition (financial or otherwise) or the properties, assets, business or prospects of the Sellerthereto; (iv) all collective bargaining agreements, written employment and consulting agreements, severance or separation agreements, change-in-control agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which the either Seller Entity is a party or by which the either Seller Entity or any of its property is boundbound that will be assumed by the Buyer; (v) all agency, distributor, sales representative and similar agreements relating to the MDI Business to which the either Seller Entity is a party; (vi) all contracts, agreements or other understandings or arrangements relating to the MDI Business between the either Seller Entity and any stockholder or Affiliate affiliate (as such term is defined in the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "SECURITIES ACT")) of the SellerSeller Entities ("AFFILIATE"); (vii) all leasesleases relating to the MDI Business, whether operating, capital or otherwise; (viii) all contracts, under agreements and other documents or information relating to past disposal of waste (whether or not hazardous) with respect to the MDI Business; (ix) all contracts, agreements, licenses, commitments, purchase orders or other understandings relating to the MDI Business to which either Seller Entity is a party obligated to or pursuant to which either Seller Entity (A) is otherwise obligated to perform maintenance services for (i) a period in excess of one year subsequent to the Seller is lessor Closing Date or lessee(ii) nominal or no consideration or (B) has licensed its products for nominal or no consideration; and (viiix) any other material agreement or contract relating to the MDI Business entered into by the Sellereither Seller Entity. (b) Except as set forth on Schedule 2.16 2.16(b) attached hereto:: ---------------- (i) each Contract is a valid and binding agreement of the Sellerapplicable Seller Entity, enforceable against the such Seller Entity in accordance with its terms, and the Seller does Entities do not have any knowledge that any Contract is not a valid and binding agreement of the other parties thereto; (ii) the applicable Seller Entity has fulfilled all material obligations required pursuant to the Contracts to have been performed by the such Seller Entity on its part prior to the date hereof, and the Seller has no reason to believe that it will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof; (iii) to the knowledge of the Seller Entities, neither Seller Entity is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto; (iv) to the best knowledge of the SellerSeller Entities, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto; (v) the Neither Seller Entity is not restricted by any Contract from carrying on its business anywhere in the world; and (vi) Neither Seller Entity has received notice of any product liability or product warranty claim under the Contracts, and neither Seller has no written or oral Contracts to sell products or perform services which are expected to be performed at, or to result in, a lossEntity is aware of any threatened claims. (c) Except as set forth on Schedule 2.3 or Schedule 2.162.16(c) attached hereto, ------------ ---------------- the continuation, validity and effectiveness of each Contract will not be affected by the transfer thereof to Buyer under this Agreement and all such Contracts are assignable to the Buyer without a consent. (d) True, correct and complete copies of all Contracts have previously been delivered by the Seller Entities to the Buyer.

Contracts and Commitments. (a) Section 2.14(a) of the Disclosure Schedule 2.16 attached hereto contains sets forth a true, correct and complete and correct list and description of each of the following contracts and agreements, whether written Contracts (or oral (collectively, group of related Contracts) relating to the "Contracts"):Business or any Acquired Asset: (i) all each Contract by which the Business, any member of the Seller Group or any of the Acquired Assets are bound that would reasonably be expected to give rise to obligations, Liabilities, revenues or benefits exceeding $[**] (or the equivalent value in the applicable currency), excluding Contracts for at-will employment with employees entered into in the Ordinary Course of Business; (ii) each Contract between, on the one hand, any member of the Seller Group, and on the other hand, any Affiliate of Seller or any current or former officer, director, stockholder or employee of Seller or an Affiliate of such a Person (other than (A) offer letters for employment on an at-will basis without severance or retention payment provisions or notice requirements of more than thirty (30) days), (B) customary confidentiality, assignment of inventions and/or noncompetition or other similar arrangements and (C) employee benefits generally made available to employees of Seller); (iii) each Contract evidencing Seller Indebtedness, including any loan agreementsor credit agreement, indenturessecurity agreement, mortgages and guaranties guaranty, indenture, mortgage, pledge, conditional sale or title retention agreement, equipment obligation or lease purchase agreement by which any member of the Seller Group or any of the Acquired Assets are bound; (iv) each Contract for the disposition of any significant portion of the Acquired Assets or the Business (other than sales of products in the Ordinary Course of Business) or for the acquisition by any member of the Seller Group of the assets or business of any other Person (other than purchases of inventory in the Ordinary Course of Business); (v) each Contract to which any member of the Seller Group is a party or by which the Seller Business or any of its property is the Acquired Assets are bound that contains any non- solicitation, non-competition, confidentiality or similar obligations binding any member of the Seller Group or the Business or that otherwise prohibits the Business from entering into any line of business, or from freely providing services or supplying products to any customer or potential customer, or in any part of the world (other than any Contract with a customer or supplier entered into in the Ordinary Course of Business otherwise described by this clause (v) solely because it contains customary confidentiality restrictions); (vi) each Contract in which any member of the Seller Group has granted “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services in excess of $[**] or has agreed to purchase goods or services exclusively from a specified person (or group of persons); (vii) each Contract by which the Business or any of the Acquired Assets are bound for the cleanup, abatement or other actions in connection with any Hazardous Material, the remediation of any existing environmental Liabilities, violation of any Environmental Laws or relating to the performance of any environmental audit or study; (viii) each Contract concerning the establishment or operation of a partnership, joint venture or similar enterprise by which the Business or any of the Acquired Assets are bound; (iiix) all pledgeseach Contract for which the consequences of a default or termination would constitute a Material Adverse Change; (x) each Contract that is a Government Contract with respect to the Business or the Acquired Contracts in effect at any time since December 31, conditional sale 2015; (xi) each Contract that is a collective bargaining or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements union Contract relating to the Business or any of the Acquired Assets; (xii) each Contract that would entitle any Third Party to receive a license or any other right to Intellectual Property of Buyer or any of Buyer’s Affiliates (excluding licenses of Intellectual Property included in the Acquired Assets pursuant to Outbound IP Licenses disclosed in Section 2.15(g) of the Disclosure Schedule) following the Closing; (xiii) each Contract by which the Business or any of the Acquired Assets are bound that, following the Closing, would bind or purport to bind any of Buyer’s Affiliates; (xiv) each Contract to which any member of the Seller Group is a party or by which the Seller Business or any of its property is boundthe Acquired Assets are bound for the employment of any individual (with annual compensation in excess of $[**]) or for the consulting services of any Person (the annual fees with respect to which consulting services are in excess of $[**]), or any change in control, retention bonus, indemnification or severance Contract; (iiixv) all contractseach Contract (or group of related Contracts) for the lease of personal property from or to Third Parties; (xvi) each Contract providing for any royalty, agreementsmilestone or similar payments by any member of the Seller Group; (xvii) each settlement agreement or settlement-related agreement (including any agreement in connection with which any employment-related claim is settled); (xviii) each agency, commitmentsdistributor, purchase orders sales representative, franchise or other understandings or arrangements similar agreements to which any member of the Seller Group is a party or by which any member of the Seller or any of its property is bound which (A) involve payments or receipts by the Seller of more than $2,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) which may materially adversely affect the condition (financial or otherwise) or the properties, assets, business or prospects of the Seller; (iv) all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which the Seller is a party or by which the Seller or any of its property Group is bound; (vxix) all agency, distributor, sales representative and similar agreements to each Contract which contains any provisions requiring any member of the Seller is a party; Group to indemnify any other party (vi) all contractsexcluding indemnities contained in Contracts for the purchase, agreements sale or other understandings license of products or arrangements between services entered into in the Seller any stockholder or Affiliate Ordinary Course of the Seller; (vii) all leases, whether operating, capital or otherwise, under which the Seller is lessor or lesseeBusiness); and (viiixx) any other material agreement Contract (or contract group of related Contracts) either involving more than $20,000 or not entered into by in the SellerOrdinary Course of Business; provided, however, that no agreement referred to in clauses (i) through (xx) above need be disclosed unless the Seller currently has, or may in the future have, any rights or obligations thereunder. (b) Except Seller has made available to Buyer a true, correct and complete copy of each Material Contract (as set forth on Schedule 2.16 attached hereto: amended to date). Each Material Contract (i) each Contract is in full force and effect and is a valid legal, valid, binding and binding agreement enforceable obligation of a member of the Seller Group and, to the knowledge of Seller, enforceable against the Seller in accordance with its terms, and the Seller does not have any knowledge that any Contract is not a valid and binding agreement each of the other parties thereto; thereto and (ii) is assignable by a member of the Seller has fulfilled all material obligations required pursuant Group to Buyer without the Contracts consent or approval of any party and will continue to have been performed by be legal, valid, binding and enforceable and in full force and effect immediately following the Seller on its part Closing in accordance with the terms thereof as in effect immediately prior to the date hereofClosing. Except for violations, breaches or defaults which have been cured and for which no member of the Seller Group has no reason to believe that it will not be able to fulfillany Liability, when due, all neither any member of its obligations under the Contracts which remain to be performed after the date hereof; (iii) the Seller is not in breach of or default under any ContractGroup nor, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto; (iv) to the best knowledge of the Seller, there is no existing breach or default by any other party to any Material Contract, has breached or defaulted in any material respect under, or has improperly terminated, revoked or accelerated, any Material Contract, and there exists no condition or event has occurred which with the passage which, after notice, lapse of time or giving of notice or both both, would constitute any such breach, default, termination, revocation or acceleration. No member of the Seller Group has received notice of default under any Material Contract. No member of the Seller Group has been a default by such party to any Contract, transaction or other partyarrangement with respect to the Business or the Acquired Assets with any current or former officers, result in a loss directors, stockholders, employees or Affiliates of rights Seller or, to the knowledge of Seller, any current or result in the creation former Affiliate of any lien, charge or encumbrance thereunder or pursuant thereto; (v) the Seller is not restricted by any Contract from carrying on its business anywhere in the world; and (vi) the Seller has no written or oral Contracts to sell products or perform services which are expected to be performed at, or to result in, a losssuch Persons. (c) Except as set forth on Schedule 2.3 or Schedule 2.16, the continuation, validity and effectiveness of each Contract will not be affected by the transfer thereof to Buyer under this Agreement and all such Contracts are assignable to Buyer without a consent. (d) True, correct and complete copies of all Contracts have previously been delivered by the Seller to the Buyer.

Contracts and Commitments. (a) Schedule 2.16 attached hereto 2.10 of the Seller Disclosure Schedule contains a true, complete and correct list and description of the following contracts and agreements, whether written or oral oral, which are included in or relate in any way to any of the Assets being conveyed to the Buyer pursuant to this Agreement (collectivelysuch contracts and agreements, together with all contracts, agreements and commitments concerning confidentiality or non-competition, collectively referred to herein as the "Contracts"): (i) all loan agreements, indentures, mortgages and guaranties to which the Seller is a party or by which the Seller or any of its property is bound; (ii) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements relating to any of the Assets to which the Seller is a party or by which the Seller or any of its property is bound; (iii) all contracts, agreements, commitments, purchase orders or other understandings or arrangements to which the Seller is a party or by which the Seller or any of its property is bound which (A) involve payments or receipts by the Seller of more than $2,000 5,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) which may materially adversely affect the condition (financial or otherwise) of any of the Assets; (iv) all agency, marketing, distributor, reseller, sales representative, OEM, license and similar agreements to which the Seller is a party; (v) all contracts, agreements or other understandings or arrangements between the propertiesSeller any stockholder, assetsofficer, business director, employee, consultant or prospects affiliate of the Seller; (ivvi) all collective bargaining agreementsleases and subleases, employment and consulting agreementswhether operating, executive compensation planscapital or otherwise, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option under which the Seller is lessor or stock purchase plans and group life, health and accident insurance lessee; (vii) all contracts and other employee benefit plansarrangements under which the consequences of a default or termination could have a material adverse effect on any of the Assets; (viii) all contracts, agreementsagreements and commitments concerning confidentiality or non-competition entered into by the Seller not in the ordinary course of its business; (ix) all partnership, arrangements or commitments collaboration and joint venture agreements to which the Seller is a party or by which the Seller or any of its property properties is bound; (v) all agency, distributor, sales representative and similar agreements to which the Seller is a party; (vi) all contracts, agreements or other understandings or arrangements between the Seller any stockholder or Affiliate of the Seller; (vii) all leases, whether operating, capital or otherwise, under which the Seller is lessor or lessee; and (viiix) any other Contract Right, material agreement or contract entered into by the Seller. (b) Except as set forth on Schedule 2.16 attached heretoWith respect to the Contracts: (i) each Contract is a valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, and the Seller does not have any knowledge that any Contract is not a valid and binding agreement of the other parties thereto; (ii) the Seller has fulfilled all material obligations required pursuant to the Contracts to have been performed by the Seller on its part prior to the date hereof, hereof and the Seller has no reason to believe that it will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed by the Seller after the date hereof; (iii) the Seller is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto; (iv) to the best knowledge of the Seller, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto; (v) the Seller is not restricted by any Contract from carrying on the portion of its business relating to the Assets anywhere in the world; and (vi) the Seller has no written or oral Contracts to sell products or perform services which are expected to be performed at, or to result in, a loss. (c) Except as set forth on Schedule 2.3 or Schedule 2.16, the The continuation, validity and effectiveness of each Contract will not be affected by the transfer thereof to Buyer under this Agreement and all such Contracts are assignable to Buyer without a consentthe consent of any other party. (d) True, correct and complete copies of all Contracts have previously been delivered by the Seller to the Buyer provided, however, that with respect to contracts, agreements and commitments concerning confidentiality, or non-competition, only the agreements set forth in Section 2.10(a)(viii) have previously been delivered to the Buyer.

Contracts and Commitments. (a) Except for this Agreement and the Transaction Documents, Section 2.08 of the Disclosure Schedule 2.16 attached hereto contains sets forth a list of all of the Material Contracts to which any Acquired Company is a party or by which any assets of any Acquired Company are bound or subject, including: (i) Contracts or groups of related Contracts which involve commitments to make capital expenditures or which provide for the purchase of goods or services by any Acquired Company from any one Person or group of related Persons under which the undelivered balance of such goods or services has an aggregate purchase price in excess of $100,000, other than purchase orders outstanding in the ordinary course of business; (ii) Contracts or groups of related Contracts which provide for the sale of goods or services by any Acquired Company to any one Person or group of related Persons under which the undelivered balance of such goods or services has an aggregate sale price in excess of $100,000, other than purchase orders outstanding in the ordinary course of business; (iii) any collective bargaining agreement or similar agreement; (iv) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 2.14 of the Disclosure Schedule; (v) equity purchase, option plans or similar plans; (vi) Contracts with dealers, distributors or sales representatives; (vii) employment, confidentiality and non-competition Contracts with any employee, officer, consultant or management advisor or former employee, officer, consultant or management advisor of any Acquired Company (other than offer letters, employee confidentiality agreements or covenant agreements with employees or confidentiality agreements with consultants entered in forms that are in substance the same as those provided in the Data Room); (viii) Contracts relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than Permitted Liens) on any of the assets of the Acquired Companies, or any guaranty by any Acquired Company of any obligation of another Person in respect of borrowed money or otherwise; (ix) Contracts under which an Acquired Company is a lessee of, or holds or operates any personal property owned by any other Person, for which the annual rental exceeds $20,000 or Contract under which it is a lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $20,000; (x) Contracts which purport to limit, curtail or restrict (A) the ability of an Acquired Company to compete freely with any Person (including in any geographic area or line of business), (B) the Persons to whom an Acquired Company may sell products or deliver or perform services, (C) the ability of an Acquired Company to acquire any product or other asset or any service from any other Person, (D) the ability of an Acquired Company to manufacture or have manufactured any products, or (E) the Persons an Acquired Company may solicit or hire (other than non-solicitation or no-hire provisions that are part of Contracts entered into in the ordinary course of business); (xi) stock options, warrants, convertible securities or any other Contracts for the purchase or issuance of capital stock of any Acquired Company (other than option agreements in forms that are in substance the same as those provided in the Data Room); (xii) Contracts restricting the transfer of capital stock of any Acquired Company, obligating any Acquired Company to issue or repurchase shares of its capital stock, or relating to the voting of stock or the election of directors of any Acquired Company; (xiii) Contracts or groups of Contracts for the purchase or sale of capital assets in excess of $100,000; (xiv) each partnership, joint venture or strategic alliance Contract; (xv) each Contract not included in subsection (iv) providing for severance, retention, change in control, transaction bonuses or other similar payments; (xvi) each Contract with any Stockholder or Affiliate thereof or any current or former officer, director, stockholder or Affiliate of any Acquired Company; (xvii) Contracts under which any Acquired Company has made advances or loans to any other Person, except travel advances in the ordinary course of business consistent with past practice; (xviii) each Contract containing a special warranty, rebate arrangement, xxxx-down arrangement, agreement to take back or exchange goods, consignment arrangement or similar understanding with a customer or supplier of any Acquired Company, except for any such agreements, arrangements or understandings which are made in the ordinary course of business of any Acquired Company; (xix) any Contract relating to the acquisition by any Acquired Company of any operating business (or all or any substantial portion of the assets of any operating business) or the capital stock of any other Person; (xx) (A) each Contract pursuant to which any Acquired Company has been granted any license under, in or to, or has otherwise received or acquired any right, title or interest (whether or not currently exercisable and including a right to receive a license) in, or any embodiment of, any Intellectual Property or Intellectual Property Right (other than COTS licenses and licenses to Open Source Code), and (B) for each such Contract, an indication of whether the licenses or rights granted to, received or acquired by the Acquired Company are exclusive or non-exclusive (for purposes of this Section 2.08, a covenant not to assert any Intellectual Property Right will be deemed to be a license); (xxi) (A) each Contract pursuant to which any Person has been granted any license under, in or to, or otherwise has received or acquired any right, title or interest (whether or not currently exercisable and including a right to receive a license) in, or any embodiment of, any Acquired Company IP (other than EULAs), and (B) for each such Contract, an indication of whether the licenses or rights granted to, received or acquired by such Person are exclusive or non-exclusive; (xxii) each Contract relating to the acquisition, transfer, development or sharing of any Intellectual Property and not otherwise disclosed in (xx) or (xxi) above (including any joint development agreement, technical collaboration agreement or similar agreement); (xxiii) each Contract (A) granting exclusive or preferential rights to license, market, sell or deliver any of the Acquired Company Products or Acquired Company IP, (B) containing any “most favored nation” or “most favored customer” or similar provision in favor of any Person other than an Acquired Company or (C) otherwise contemplating an exclusive or preferential relationship between any Acquired Company and any other Person; (xxiv) material Contract with any officer or director (other than for employment on customary terms); or (xxv) any other Contract (other than purchase orders outstanding in the ordinary course of business) that requires any Acquired Company to make payments in excess of $50,000 annually that is not terminable by such Acquired Company without penalty or other cost upon not more than 60 days prior written notice. Notwithstanding anything in this Agreement (including this Section 2.08) to the contrary, the Company shall not be required to disclose or make available any Lead Generation Contracts prior to execution of this Agreement. (b) The Company has Made Available a true, complete and correct list and description copy of all written Contracts which are referred to in Section 2.08 of the following contracts and agreements, whether written or oral Disclosure Schedule (collectively, the "“Material Contracts"): (i) ”), together with all loan agreementsmaterial amendments, indentures, mortgages and guaranties to which the Seller is a party or by which the Seller or any of its property is bound; (ii) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements relating to any of the Assets to which the Seller is a party or by which the Seller or any of its property is bound; (iii) all contracts, agreements, commitments, purchase orders waivers or other understandings or arrangements to which the Seller is a party or by which the Seller or any of its property is bound which (A) involve payments or receipts by the Seller of more than $2,000 in changes thereto. In the case of any single contracteach oral Material Contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) which may materially adversely affect the condition (financial or otherwise) or the properties, assets, business or prospects Section 2.08 of the Seller; (iv) all collective bargaining agreementsDisclosure Schedule also includes a brief description of such Contract. Each Material Contract constitutes a legal, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which the Seller is a party or by which the Seller or any of its property is bound; (v) all agency, distributor, sales representative and similar agreements to which the Seller is a party; (vi) all contracts, agreements or other understandings or arrangements between the Seller any stockholder or Affiliate of the Seller; (vii) all leases, whether operating, capital or otherwise, under which the Seller is lessor or lessee; and (viii) any other material agreement or contract entered into by the Seller. (b) Except as set forth on Schedule 2.16 attached hereto: (i) each Contract is a valid and binding agreement obligation of an Acquired Company, and, to the Knowledge of the SellerCompany, enforceable against the Seller in accordance with its terms, and the Seller does not have any knowledge that any Contract is not a valid and binding agreement of the other parties thereto; (ii) , subject only to the Seller Enforceability Limitations. Each Acquired Company has fulfilled performed in all material respects all obligations required to be performed by it pursuant to the Material Contracts to have been performed by the Seller on its part prior to the date hereof, and the Seller has no reason to believe that it will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof; (iii) the Seller is not in material breach of or default under any Contract, and no thereunder. No event has occurred which that, with the passage of time or giving of notice notice, lapse of time, or both both, would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto; (iv) to the best knowledge of the Seller, there is no existing material breach or default by any an Acquired Company or, to the Knowledge of the Company, the other party to thereto, of a Material Contract. Each of the Material Contracts is and will remain in full force and effect upon the consummation of the transactions contemplated by this Agreement. The Company has not received any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge Person’s intent to terminate or encumbrance thereunder or pursuant thereto; (v) the Seller is not restricted by materially amend any Contract from carrying on its business anywhere in the world; and (vi) the Seller has no written or oral Contracts to sell products or perform services which are expected to be performed at, or to result in, a lossMaterial Contract. (c) Except as set forth on Schedule 2.3 There is no Contract, bid or Schedule 2.16, the continuation, validity proposal by or between any Acquired Company and effectiveness of each Contract will not be affected by the transfer thereof to Buyer under this Agreement and all such Contracts are assignable to Buyer without a consentany Governmental Authority. (d) True, correct and complete copies of all Contracts have previously been delivered by the Seller to the Buyer.

Contracts and Commitments. (a) Schedule 2.16 attached hereto contains a true, complete and ------------- correct list and description of the following contracts and agreements, whether written or oral (collectively, the "Contracts"): (i) all loan agreements, indentures, mortgages and guaranties to which the Seller is a party or by which the Seller or any of its property is bound; (ii) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements relating to any of the Assets to which the Seller is a party or by which the Seller or any of its property is bound; (iii) all contracts, agreements, commitments, purchase orders or other understandings or arrangements to which the Seller is a party or by which the Seller or any of its property is bound which (A) involve payments or receipts by the Seller of more than $2,000 25,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) which may materially adversely affect the condition (financial or otherwise) or the properties, assets, business or prospects of the Seller; (iv) all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which the Seller is a party or by which the Seller or any of its property is bound; (v) all agency, distributor, sales representative and similar agreements to which the Seller is a party; (vi) all contracts, agreements or other understandings or arrangements between the Seller and any stockholder or Affiliate of the Seller; (vii) all leases, whether operating, capital or otherwise, under which the Seller is lessor or lessee; (viii) all contracts, agreements and other documents or information relating to past disposal of waste (whether or not hazardous); and (viiiix) any other material agreement or contract entered into by the Seller. (b) Except as set forth on Schedule 2.16 attached hereto: (i) each Contract is a valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, and the Seller does not have any knowledge that any Contract is not a valid and binding agreement of the other parties thereto; (ii) the Seller has fulfilled all material obligations required pursuant to the Contracts to have been performed by the Seller on its part prior to the date hereof, and the Seller has no reason to believe that it will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof; (iii) the Seller is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto; (iv) to the best knowledge of the Seller, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto; (v) the Seller is not restricted by any Contract from carrying on its business anywhere in the world; and (vi) the Seller has no written or oral Contracts to sell products or perform services which are expected to be performed at, or to result in, a loss. (c) Except as set forth on Schedule 2.3 or Schedule 2.16, the ------------ ------------- continuation, validity and effectiveness of each Contract will not be affected by the transfer thereof to Buyer under this Agreement and all such Contracts are assignable to Buyer without a consent. (d) True, correct and complete copies of all Contracts have previously been delivered by the Seller to the Buyer.

Contracts and Commitments. (a) Schedule 2.16 2.13(a) attached hereto contains a true, ----------------- complete and correct list and description of the following contracts and agreements, whether written or oral (collectivelyoral, which relate to the "Contracts"):Business: (i) all loan agreements, indentures, mortgages and guaranties to which the Seller is a party or by which the Seller or any of its property is bound; (ii) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements relating to any of the Assets to which the Seller is a party or by which the Seller or any of its property is bound; (iii) all contracts, agreements, commitments, purchase orders (other than merchandise deliveries to customers in the normal course of business upon standard terms) or other understandings or arrangements to which the Seller is a party or by which the Seller or any of its their respective property is bound which (A) involve payments or receipts by the Seller any of them of more than $2,000 10,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) which may materially adversely affect the condition (financial or otherwise) or the properties, assetsAssets, business or prospects of the SellerBusiness; (iv) all collective bargaining agreements, employment and consulting agreements, non-competition agreements, trust agreements, executive compensation plans, bonus bonus, 401(k), or profit-sharing plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, memoranda of understanding, arrangements or commitments to which the Seller is a party or by which the Seller or any of its property is bound; (v) all agency, distributor, sales representative and similar agreements to which the Seller is a party; (vi) all material contracts, agreements or other understandings or arrangements arrangements, whether written or oral, between the Seller and any stockholder shareholder, employee, officer or Affiliate director of the SellerSeller which may affect the Assets or the Business as conducted as of and prior to the date hereof; (vii) all leasesleases (other than leases for real estate), whether operating, capital or otherwise, under which the Seller is lessor or lessee, including, without limitation, all equipment leases; (viii) all contracts, agreements and other documents or information relating to past disposal of waste (whether or not hazardous) which are available; (ix) all return policies and product warranties relating to products or goods manufactured or distributed by the Business as the same are currently in effect or may have been in effect from time to time since December 31, 1996, as well as any exception to such policies, all cooperative advertising arrangements and all rebate, discount or allowance arrangements; and (viiix) any licensing agreements, franchise agreements and other material agreement or contract entered into by the Seller. (b) Schedule 2.13(b) attached hereto sets forth a true, ---------------- correct and complete list of the contracts and agreements, whether written or oral, which are to be assigned from the Seller to the Buyer at the Closing (collectively, the "Contracts"). (c) Except as set forth on Schedule 2.16 attached hereto2.13(c), the ----------------- continuation, validity and effectiveness of each Contract would not be affected by the transfer thereof to the Buyer under this Agreement and all such Contracts are assignable to the Buyer without a consent and: (i) each Contract is a valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, and the Seller does not Selling Parties have any no knowledge that any Contract is not a valid and binding agreement of the other parties thereto;: (ii) the Seller has fulfilled all material obligations required pursuant to the Contracts to have been performed by the Seller on its part it prior to the date hereof, and the Seller has no reason to believe that it will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof; (iii) the Seller is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto;thereto (an "INCHOATE DEFAULT"); and (iv) to the best knowledge of the SellerSelling Parties, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto; (v) the Seller is not restricted by any Contract from carrying on its business anywhere in the world; and (vi) the Seller has no written or oral Contracts to sell products or perform services which are expected to be performed at, or to result in, a loss. (c) Except as set forth on Schedule 2.3 or Schedule 2.16, the continuation, validity and effectiveness of each Contract will not be affected by the transfer thereof to Buyer under this Agreement and all such Contracts are assignable to Buyer without a consentInchoate Default. (d) True, correct and complete copies of all Contracts of the foregoing contracts and agreements (other than all unfilled purchase orders and all unfilled customer orders), including but not limited to the Contracts, and a list of all unfilled purchase orders and all unfilled customer orders, have previously been delivered by the Seller to the BuyerBuyer prior to the date hereof.

Contracts and Commitments. (a) To the Stockholders' Knowledge, Schedule 2.16 3.18 attached hereto contains a true, complete and correct list and description of the following contracts and agreements, whether written or oral (collectively, the "Contracts"): (i) all loan agreements, indentures, mortgages and guaranties to which the Seller Company or any of the Subsidiaries is a party or by which the Seller Company or any of its the Subsidiaries or any of their property is bound; (ii) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements relating to which the Company or any of the Assets to which the Seller Subsidiaries is a party or by which the Seller Company or any of its the Subsidiaries or any of their property is bound; (iii) all contracts, agreements, commitments, purchase orders or other understandings or arrangements contracts and agreements to which the Seller Company or any of the Subsidiaries is a party or by which the Seller Company or any of its the Subsidiaries or any of their property is bound which (A) involve payments or receipts by the Seller Company or any of the Subsidiaries of more than $2,000 50,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) which may materially adversely affect in the condition (financial or otherwise) or the properties, assets, business or prospects opinion of the SellerStockholders would have a Material Adverse Effect; (iv) all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements plans or commitments agreements to which the Seller Company or any of the Subsidiaries is a party or by which the Seller Company or any of its the Subsidiaries or any of their property is bound; (v) all agency, distributor, sales representative and representative, franchise or similar agreements to which the Seller Company or any of the Subsidiaries is a partyparty or by which the Company or any of the Subsidiaries or any of their property is bound; (vi) all contracts, contracts or agreements or other understandings or arrangements between the Seller Company and any stockholder or Affiliate of the SellerSubsidiaries or the LLC (including, but not limited to, any Tax sharing arrangements) or between the Company and any of the Stockholders or their affiliates; (vii) all leases, whether operating, capital or otherwise, under which the Seller Company or any of the Subsidiaries is lessor or lessee; (viii) all contracts and agreements relating to past disposal of waste (whether or not hazardous); (ix) all contracts or agreements imposing a non-competition or non-solicitation obligation on the Company or any of its Subsidiaries; and (viiix) any other material agreement agreements or contract contracts entered into by the SellerCompany or any of the Subsidiaries. (b) Except as set forth on Schedule 2.16 attached hereto3.18: (i) To the Stockholders' Knowledge, each Contract is a valid and binding agreement of the SellerCompany or the relevant Subsidiary, enforceable against the Seller Company or the relevant Subsidiary in accordance with its terms, and the Seller does not have any knowledge that any Contract is not a valid and binding agreement of the other parties thereto; (ii) To Stockholders' Knowledge, the Seller Company or the relevant Subsidiary has fulfilled all material obligations required pursuant to the Contracts to have been performed by the Seller Company or the relevant Subsidiary, as the case may be, on its part prior to the date hereof, and the Seller has no reason to believe that it will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof; (iii) The Company or the Seller relevant Subsidiary is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto; (iv) to To Stockholder's Knowledge, except as set forth on Schedule 3.18 the best knowledge of Company and the Seller, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto; (v) the Seller is Subsidiaries are not restricted by any Contract from carrying on its their business anywhere in the world; (v) Neither the Company nor any of the Subsidiaries has experienced any shortages of components or other supplies (collectively "Supplies") within the twelve (12) month period preceding the date hereof, and the Company and the Subsidiaries have on hand, or have reason to believe they can timely obtain, a sufficient quantity of Supplies to satisfy all outstanding orders heretofore received and all orders anticipated to be received from the date hereof through the Closing Date; and (vi) Neither the Seller Company nor any of the Subsidiaries has no written experienced any shortages of raw materials ("Raw Materials") within the twelve (12) month period preceding the date hereof, and the Company and the Subsidiaries have on hand, or oral Contracts have reason to sell products or perform services which are expected believe they can timely obtain, a sufficient quantity of Raw Materials to satisfy all outstanding orders heretofore received and all orders anticipated to be performed at, or to result in, a lossreceived through the Closing Date. (c) Except as set forth on Schedule 2.3 or Schedule 2.16, the continuation, validity and effectiveness of each Contract will not be affected by the transfer thereof to Buyer under this Agreement and all such Contracts are assignable to Buyer without a consent. (d) True, correct and complete copies of all Contracts have previously been delivered by the Seller Company or the Stockholders to the Buyer.

Contracts and Commitments. (a) Schedule 2.16 attached C hereto contains a true, complete list of each contract and correct list and description commitment of the following contracts and agreementsSeller that is material to the operations, whether written assets, business or oral financial condition of the Oxis Assay Division or that by its terms can reasonably be expected to require future payment by or to the Seller of One Hundred Dollars (collectively$100) or more, including but not limited to the "Contracts"):following: (i) all loan agreements, indentures, mortgages employment contracts and guaranties to which commitments between the Seller is a party or and its employees, other than those terminable by which the Seller at will and without payment or any of its property is boundpenalty; (ii) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements relating to any of the Assets to which the Seller is a party or by which the Seller or any of its property is bound; (iii) all contracts, agreements, commitments, purchase orders or other understandings or arrangements to which the Seller is a party or by which the Seller or any of its property is bound which (A) involve payments or receipts by the Seller of more than $2,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) which may materially adversely affect the condition (financial or otherwise) or the properties, assets, business or prospects of the Seller; (iv) all collective bargaining agreements, employment agreements and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which the Seller is a party or by which the Seller or any of its property is bound; (v) all agency, distributor, sales representative and similar agreements union contracts to which the Seller is a party; (viiii) all contractscontracts or commitments, agreements written or oral, with distributors, brokers, manufacturer's representatives, sales representatives, service or warranty representatives, customers, and other understandings persons, firms, or corporations engaged in the sale or distribution of the Seller's products; (iv) all purchase orders issued by the Seller in excess of Fifty Dollars ($50), all sales orders received by the Seller in excess of Fifty Dollars ($50) and all purchase or sales orders that call for delivery or performance on a date more than one year from the date of this Agreement; (v) all contracts and arrangements between the Seller or any stockholder person or Affiliate entity that controls, is controlled by, or is under common control with, the Seller or any family member of any such person (such entity or person, being hereinafter referred to as an "Affiliate"); (vi) all contracts and arrangements, written or oral, under which the SellerSeller is either a xxxxxx or bailee including without limitation contracts for the bailment of vehicles; (vii) all leases, whether operating, capital or otherwise, under agreements pursuant to which the Seller is lessor or lesseeacquired the Oxis Assay Division; and (viii) any all other material agreement contracts and commitments of the Oxis Assay Division and instruments reflecting obligations for borrowed money or contract entered into by the Sellerfor other indebtedness or guarantees thereof. (b) Except At the Purchaser's request, the Seller shall deliver or cause to be delivered to the Purchaser full and complete copies of the documents identified above and all such other agreements and instruments as set forth on Schedule 2.16 attached hereto:the Purchaser may reasonably request. (ic) each Contract is a valid and binding agreement of the Seller, enforceable against the The Seller in accordance with its terms, and the Seller does not have any knowledge that any Contract is not a party to any written agreement that would restrict it from carrying on any line of business anywhere in the world. (d) Each of the contracts listed on Schedule C is valid and binding agreement binding, and each of the other parties thereto; (ii) contracts binding on the Seller (whether or not listed on Schedule C) has fulfilled all material obligations required pursuant been entered into in the ordinary course of business, and none of the contracts binding on the Seller contains terms or conditions that are materially adverse to the Contracts to have been performed by Seller. Neither the Seller on its part prior to the date hereofnor any other party hereto is in default under or in breach or violation of, and neither the Seller nor any other party hereto has no reason to believe that it will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof; (iii) the Seller is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of received notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto; (iv) to the best knowledge asserted claim of the Seller, there is no existing breach or default by any other party to under, or a breach or violation of, any Contractof the contracts, agreements, and no event has occurred which commitments described in this Section 2.16, including without limitation, any licensing or usage agreements with respect to the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto; (v) technology that the Seller is not restricted by any Contract from carrying on its business anywhere in the world; and (vi) the Seller has no written now uses or oral Contracts currently intends and plans to sell products or perform services which are expected to be performed at, or to result in, a lossuse. (c) Except as set forth on Schedule 2.3 or Schedule 2.16, the continuation, validity and effectiveness of each Contract will not be affected by the transfer thereof to Buyer under this Agreement and all such Contracts are assignable to Buyer without a consent. (d) True, correct and complete copies of all Contracts have previously been delivered by the Seller to the Buyer.

Contracts and Commitments. (a) Schedule 2.16 attached 2.13 hereto contains a true, complete and correct list and description of each written contract of the following contracts and agreementsSeller that is material to the Seller, whether written or oral (collectively, including but not limited to the "Contracts"): following: (i) all loan agreements, indentures, mortgages and guaranties to which employment contracts between the Seller is a party or and its employees, other than those terminable by which the Seller at will and without payment or any of its property is bound; penalty; (ii) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements relating to any of the Assets to which the Seller is a party or by which the Seller or any of its property is bound; (iii) all contracts, agreements, commitments, purchase orders or other understandings or arrangements to which the Seller is a party or by which the Seller or any of its property is bound which (A) involve payments or receipts by the Seller of more than $2,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) which may materially adversely affect the condition (financial or otherwise) or the properties, assets, business or prospects of the Seller; (iv) all collective bargaining agreements, employment agreements and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which the Seller is a party or by which the Seller or any of its property is bound; (v) all agency, distributor, sales representative and similar agreements union contracts to which the Seller is a party; ; (iii) all written contracts with distributors, brokers, manufacturer’s representatives, sales representatives, service or warranty representatives, customers, and other persons, firms, or corporations engaged in the sale or distribution of the Seller’s products; (iv) all presently open purchase orders issued by the Seller in excess of $5,000, all sales orders received by the Seller in excess of $5,000 that have not yet been completed, and all purchase or sales orders that call for delivery or performance on a date more than one year from the date of this Agreement; (v) all written contracts between the Seller or any person or entity that controls, is controlled by, or is under common control with, the Seller or any family member of any such person (such entity or person, being hereinafter referred to as an “Affiliate”); (vi) all contracts, agreements or other understandings or arrangements between the Seller any stockholder or Affiliate of the Seller; (vii) all leases, whether operating, capital or otherwise, written contracts under which the Seller is lessor either a bxxxxx or lesseebailee including without limitation written contracts for the bailment of vehicles; and (vii) all agreements pursuant to which the Seller acquired the Trade Name or a substantial portion of its assets; and (viii) any all other material agreement written executory contracts of the Seller reflecting obligations for borrowed money or contract entered into by the Sellerfor other indebtedness or guaranties thereof. (b) Except as set forth on Schedule 2.16 attached hereto: (i) each Contract is a valid To the best of Seller’s present knowledge and binding agreement of the Sellerwithout investigation, enforceable against the Seller in accordance with its terms, and the Seller does not have any knowledge that any Contract is not a party to any written contract that would restrict it from engaging in any business. (c) To the best of Seller’s present knowledge and without investigation, each of the contracts listed on Schedule 2.13 is valid and binding agreement of the other parties thereto; (ii) the Seller has fulfilled all material obligations required pursuant to the Contracts to have been performed by the Seller on its part prior to the date hereofbinding, and each has been entered into in the Seller has no reason to believe that it will not be able to fulfillordinary course of business. To the best of Seller’s present knowledge and without investigation, when due, all of its obligations under the Contracts which remain to be performed after the date hereof; (iii) the Seller is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto; (iv) to the best knowledge of the Seller, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result contracts described in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto; (v) the Seller is not restricted by any Contract from carrying on its business anywhere in the world; and (vi) the Seller has no written or oral Contracts to sell products or perform services which are expected to be performed at, or to result in, a lossthis Section 2.13. (c) Except as set forth on Schedule 2.3 or Schedule 2.16, the continuation, validity and effectiveness of each Contract will not be affected by the transfer thereof to Buyer under this Agreement and all such Contracts are assignable to Buyer without a consent. (d) True, correct and complete copies of all Contracts have previously been delivered by the Seller to the Buyer.

Contracts and Commitments. (a) Schedule 2.16 attached hereto contains a true, complete and correct list (if written) and description (if oral) of the following all contracts and agreements, whether written or oral to which the Seller is a party, necessary or useful to the conduct of the business of the Stores, as conducted by Seller, but excluding general support, management and supervision provided by Seller's headquarters office (collectively, the "Contracts"):), including without limitation, the following types of Contracts: (i) all loan agreements, indentures, mortgages and guaranties to which the Seller is a party or by which the Seller or any of its property is bound; (ii) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements relating to any of the Assets to which the Seller is a party or by which the Seller or any of its property is bound; (iii) all contracts, agreements, commitments, purchase orders or other understandings or arrangements to which the Seller is a party or by which the Seller or any of its property is bound which (A) involve payments or receipts by the Seller of more than $2,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) which may materially adversely affect the condition (financial or otherwise) or the properties, assets, business or prospects of the Seller; (iv) all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which the Seller is a party or by which the Seller or any of its property is bound; (v) all agency, distributor, sales representative and similar agreements to which the Seller is a party; (vi) all contracts, agreements or other understandings or arrangements between the Seller any stockholder or Affiliate of the Seller; (vii) all leases, whether operating, capital or otherwise, under which the Seller is lessor or lessee; and (viii) any other material agreement or contract entered into by the Seller. (b) Except as set forth on Schedule 2.16 attached hereto: (i) each Contract which is to be assumed by Buyer as an Assumed Liability (an "Assumed Contract") is a valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, and the Seller does not have any knowledge that any Assumed Contract is not a valid and binding agreement of the other parties thereto; (ii) the Seller has fulfilled all material obligations required pursuant to the Assumed Contracts to have been performed by the Seller on its part prior to the date hereof, and the Seller has no reason to believe that it will not be able to fulfill, when due, all of its obligations under the Assumed Contracts which remain to be performed after the date hereof; (iii) the Seller is not in breach of or default under any ContractAssumed Contract in any material respect, and no event there has occurred no violation by Seller of any provision of any Assumed Contract which with the passage of time (such as a grace period) or giving of notice or both would constitute such a defaultdefault by Seller, result in a loss of rights or result in the creation of any lien, charge or encumbranceencumbrance on Seller's assets, thereunder or pursuant thereto; (iv) to the best knowledge of the Seller, there is no existing breach or default by any other party to any Assumed Contract, and no event there has occurred no violation of any provision of any Assumed Contract which with the passage of time (such as a grace period) or giving of notice or both would constitute such a default by such other party, result in a loss of rights by Seller or result in the creation of any lien, charge or encumbrance on Seller's assets thereunder or pursuant thereto; (v) the Seller is not restricted by any Assumed Contract from carrying on its business anywhere in the world; and (vi) the Seller has no written or oral Assumed Contracts to sell products or perform services which are expected to be performed at, or to result in, a loss. (c) Except as set forth on Schedule 2.3 or Schedule 2.16, the continuation, validity and effectiveness of each Assumed Contract will not be affected by the transfer thereof to Buyer under this Agreement and all such Assumed Contracts are assignable to Buyer without a consent. (d) True, correct and complete copies of all written Contracts have previously been delivered by the Seller to the Buyer.

Contracts and Commitments. (a) Schedule SCHEDULE 2.16 attached hereto contains a true, complete and correct list and description of the following contracts and agreements, whether written or oral (collectively, the "Contracts"): (i) all loan agreements, indentures, mortgages and guaranties to which the Seller is a party or by which the Seller or any of its property is bound; (ii) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements relating to any of the Assets to which the Seller is a party or by which the Seller or any of its property is bound; (iii) all contracts, agreements, commitments, purchase orders or other understandings or arrangements to which the Seller is a party or by which the Seller or any of its property is bound which (A) involve payments or receipts by the Seller of more than $2,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) which may materially adversely affect the condition (financial or otherwise) or the properties, assets, business or prospects of the Seller; (iv) all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which the Seller is a party or by which the Seller or any of its property is bound; (v) all agency, distributor, sales representative and similar agreements to which the Seller is a party; (vi) all contracts, agreements or other understandings or arrangements between the Seller any stockholder or Affiliate of the Seller; (vii) all leases, whether operating, capital or otherwise, under which the Seller is lessor or lessee; and (viii) any other material agreement or contract entered into by the Seller. (b) Except as set forth on Schedule SCHEDULE 2.16 attached hereto: (i) each Contract is a valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, and the Seller does not have any knowledge that any Contract is not a valid and binding agreement of the other parties thereto; (ii) the Seller has fulfilled all material obligations required pursuant to the Contracts to have been performed by the Seller on its part prior to the date hereof, and the Seller has no reason to believe that it will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof; (iii) the Seller is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto; (iv) to the best knowledge of the Seller, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto; (v) the Seller is not restricted by any Contract from carrying on its business anywhere in the world; and (vi) the Seller has no written or oral Contracts to sell products or perform services which are expected to be performed at, or to result in, a loss. (c) Except as set forth on Schedule SCHEDULE 2.3 or Schedule SCHEDULE 2.16, the continuation, validity and effectiveness of each Contract will not be affected by the transfer thereof to Buyer under this Agreement and all such Contracts are assignable to Buyer without a consent. (d) True, correct and complete copies of all Contracts have previously been delivered by the Seller to the Buyer.

Contracts and Commitments. (a) Schedule 2.16 attached hereto contains a true, complete and correct list and description of the following contracts and agreements, whether written or oral oral, relating to the Business (collectively, the "Contracts"): (i) all loan agreements, indentures, mortgages and guaranties guarantees to which the any Seller is a party or by which the any Seller or any of its property is bound; (ii) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements relating to any of the Assets to which the any Seller is a party or by which the any Seller or any of its property is bound; (iii) all contracts, agreements, commitments, purchase orders or other understandings or arrangements to which the any Seller is a party or by which the any Seller or any of its property is bound which (A) involve payments or receipts by the any Seller of more than $2,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) which may materially adversely affect the condition (financial or otherwise) or the properties, assets, business or prospects of the any Seller; (iv) all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, vacation plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which the any Seller is a party or by which the any Seller or any of its property is bound; (v) all agency, distributor, sales representative and similar agreements to which the any Seller is a party; (vi) all contracts, agreements or other understandings or arrangements between the any Seller and any stockholder stockholder, member or Affiliate of the such Seller; (vii) all leases, whether operating, capital or otherwise, under which the any Seller is lessor or lessee; and (viii) any other material agreement or contract entered into by the any Seller. (b) Except as set forth on Schedule 2.16 attached hereto: (i) each Contract is a valid and binding agreement of the applicable Seller, enforceable against the such Seller in accordance with its terms, and the such Seller does not have any knowledge that any Contract is not a valid and binding agreement of the other parties thereto; (ii) the each Seller has fulfilled all material obligations required pursuant to the Contracts to have been performed by the such Seller on its part prior to the date hereof, and the each Seller has no reason to believe that it will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof; (iii) the no Seller is not in material breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of material rights or result in the creation of any material lien, charge or encumbrance, thereunder or pursuant thereto; (iv) to the best knowledge of the SellerSellers and the Principals, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of material rights or result in the creation of any material lien, charge or encumbrance thereunder or pursuant thereto; (v) the no Seller is not restricted by any Contract from carrying on its business anywhere in the world; and (vi) the no Seller has no any written or oral Contracts to sell products or perform services which are expected to be performed at, or to result in, a material loss. (c) Except as set forth on Schedule 2.3 or Schedule 2.16, the continuation, validity and effectiveness of each Contract will not be affected by the transfer thereof to Buyer under this Agreement and all such Contracts are assignable to Buyer without a consent. (d) True, correct and complete copies of all Contracts have previously been delivered by the Seller Sellers to the Buyer.

Contracts and Commitments. (a) Schedule 2.16 attached hereto contains a true, complete and correct list and description of the following contracts and agreements, whether written or oral (collectively, the "Contracts"): (i) all loan agreements, indentures, mortgages and guaranties to which the Seller is a party or by which the Seller or any of its property is bound; (ii) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements relating to any of the Assets to which the Seller is a party or by which the Seller or any of its property is bound; (iii) all contracts, agreements, commitments, purchase orders or other understandings or arrangements to which the Seller is a party or by which the Seller or any of its property is bound which (A) involve payments or receipts by the Seller of more than $2,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) which may materially adversely affect the condition (financial or otherwise) or the properties, assets, business or prospects of the Seller; (iv) all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, vacation policies, deferred compensation agreements, pension plans, vacation policies and plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which the Seller is a party or by which the Seller or any of its property is bound; (v) all agency, distributor, sales representative and similar agreements to which the Seller is a party; (vi) all contracts, agreements or other understandings or arrangements between the Seller any stockholder or Affiliate of the Seller; (vii) all leases, whether operating, capital or otherwise, under which the Seller is lessor or lessee; and (viii) any other material agreement or contract entered into by the Seller. (b) Except as set forth on Schedule 2.16 attached hereto: (i) each Contract is a valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, and the Seller does not have any knowledge that any Contract is not a valid and binding agreement of the other parties thereto; (ii) the Seller has fulfilled all material obligations required pursuant to the Contracts to have been performed by the Seller on its part prior to the date hereof, and the Seller has no reason to believe that it will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof; (iii) the Seller is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto; (iv) to the best knowledge of the Seller, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto; (v) the Seller is not restricted by any Contract from carrying on its business anywhere in the world; and (vi) the Seller has no written or oral Contracts to sell products or perform services which are expected to be performed at, or to result in, a loss. (c) Except as set forth on Schedule 2.3 or Schedule 2.16, the continuation, validity and effectiveness of each Contract will not be affected by the transfer thereof to Buyer under this Agreement and all such Contracts are assignable to Buyer without a consent. (d) True, correct and complete copies of all Contracts have previously been delivered by the Seller to the Buyer.

Contracts and Commitments. (a) Schedule 2.16 attached hereto contains a true, complete and correct list and description of the following contracts and agreements, whether written or oral (collectively, the "Contracts"): (i) all loan agreements, indentures, mortgages and guaranties to which the Seller is a party or by which the Seller or any of its property is bound; (ii) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements relating to any of the Assets to which the Seller is a party or by which the Seller or any of its property is bound; (iii) all contracts, agreements, commitments, purchase orders or other understandings or arrangements to which the Seller is a party or by which the Seller or any of its property is bound which (A) involve payments or receipts by the Seller of more than $2,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) which may materially adversely affect the condition (financial or otherwise) or the properties, assets, business or prospects of the Seller; (iv) all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which the Seller is a party or by which the Seller or any of its property is bound; (v) all agency, distributor, sales representative and similar agreements to which the Seller is a party; (vi) all contracts, agreements or other understandings or arrangements between the Seller any stockholder or Affiliate affiliate (as that term is defined in the Securities Exchange Act of 1934, as amended (an "Affiliate")) of the Seller; (vii) all leases, whether operating, capital or otherwise, under which the Seller is lessor or lessee; and (viii) any other material agreement or contract entered into by the Seller. (b) Except as set forth on Schedule 2.16 attached hereto: (i) each Contract is a valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, and the Seller does not have any knowledge that any Contract is not a valid and binding agreement of the other parties thereto; (ii) the Seller has fulfilled all material obligations required pursuant to the Contracts to have been performed by the Seller on its part prior to the date hereof, and the Seller has no reason to believe that it will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof; (iii) the Seller is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto; (iv) to the best knowledge of the Seller, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto; (v) the Seller is not restricted by any Contract from carrying on its business anywhere in the world; and (vi) the Seller has no written or oral Contracts to sell products or perform services which are expected to be performed at, or to result in, a loss. (c) Except as set forth on Schedule 2.3 or Schedule 2.16, the continuation, validity and effectiveness of each Contract will not be affected by the transfer thereof to Buyer under this Agreement and all such Contracts are assignable to Buyer without a consent. (d) True, correct and complete copies of all Contracts have previously been delivered by the Seller to the Buyer.

Contracts and Commitments. (a) Schedule 2.16 2.14 attached hereto contains a true, complete and correct list of all written, and a description of the following all oral, contracts and agreements, whether written or oral agreements of the types listed below (collectively, the "Contracts"): (i) all loan agreements, indentures, mortgages and guaranties to which the Seller a Facility is a party or by which the Seller a Facility or any of its property is bound; (ii) all pledges, conditional sale or title retention agreements, security agreements, equipment obligationsobligations relating to equipment, personal property leases and lease purchase agreements relating to any of the Assets to which the Seller a Facility is a party or by which the Seller a Facility or any of its property is bound; (iii) all contracts, agreements, commitments, commitments and purchase orders or other understandings or arrangements to which the Seller a Facility is a party or by which the Seller a Facility or any of its property is bound and which (A) involve payments or receipts by the Seller a facility of more than $2,000 25,000 in the case of any single contract, agreement, commitment, understanding commitment or arrangement purchase order under which full performance (including payment) has not been rendered by all parties thereto or (B) which may materially adversely affect the condition (financial or otherwise) or the properties, assets, business or prospects of the Sellereach Facility; (iv) all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which the Seller a Facility is a party or by which the Seller a Facility or any of its property is bound; (v) all agency, distributor, sales representative and representative, franchise or similar agreements to which the Seller a Facility is a partyparty or by which a Facility or any of its property is bound; (vi) all contractscontracts or agreements between a Facility and any affiliate thereof (as such term is defined in the Securities Act of 1933, agreements as amended, and the rules and regulations promulgated thereunder) (each, an "Affiliate"), including, but not limited to, any of BFI, BFIM, BFIG or other understandings or arrangements between the Seller any stockholder or Affiliate of the Sellertheir Affiliates; (vii) all leasesleases for personal property, whether operating, capital or otherwise, under which the Seller a Facility is lessor or lessee; (viii) all contracts or agreements relating to past disposal of waste by each Facility (whether or not hazardous); (ix) all contracts, agreements or other arrangements imposing a non-competition or non-solicitation obligation on a Facility; (x) all confidentiality or proprietary information agreements with respect to the confidential information of a Facility or any third party to which a Facility is a party in any capacity; and (viiixi) any other material agreement agreements or contract contracts entered into by the Sellera Facility. (b) Except as set forth on Schedule 2.16 attached hereto2.14: (i) each Contract is a valid and binding agreement of the Sellerrespective Facility, enforceable against the Seller such Facility in accordance with its terms, and the Seller does Sellers do not have any knowledge that any Contract is not a valid and binding agreement of the other parties thereto; (ii) the Seller Each Facility has fulfilled all material obligations required pursuant to the Contracts to have been performed by the Seller each Facility on its part prior to the date hereof, and the Seller has Sellers have no reason to believe that it each Facility will not be able to fulfill, when due, all of its obligations under the all material Contracts which remain to be performed after the date hereof; (iii) the Seller No Facility is not in breach of or in default under any material Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights under the Contracts or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto; (iv) to the best knowledge of the SellerSellers, there is no existing breach or default by any other party to any material Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto; (v) the Seller there are not and, since March 31, 1997 have not been, any claims of a non-routine nature by customers of any Facility under any warranties, whether express or implied; (vi) No Facility is not restricted by any Contract from carrying on its business anywhere in the world; and (vi) the Seller has no written or oral Contracts to sell products or perform services which are expected to be performed at, or to result in, a loss. (c) Except as set forth on Schedule 2.3 Schedules 2.04 or Schedule 2.162.14, the continuation, validity and effectiveness of each Contract will not be affected by the transfer thereof to Buyer under this Agreement and all such Contracts are assignable to Buyer without a consentStock Purchase or other transaction contemplated hereby. (d) True, correct and complete copies of all Contracts have previously been delivered by Sellers to GreenMan. (e) For purposes of this Section 2.14 and elsewhere in this Agreement, the Seller term "material Contract" means any contract which has a value, either in terms of products to the Buyerbe sold, services to be performed or otherwise, in excess of $25,000.

Contracts and Commitments. (a) Schedule SCHEDULE 2.16 attached hereto contains a true, complete and correct list and description of the following contracts and agreements, whether written or oral (collectively, the "Contracts"): (i) all loan agreements, indentures, mortgages and guaranties to which the any Seller is a party or by which the any Seller or any of its property is bound; (ii) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements relating to any of the Assets to which the any Seller is a party or by which the any Seller or any of its property is bound; (iii) all contracts, agreements, commitments, purchase orders or other understandings or arrangements to which the any Seller is a party or by which the any Seller or any of its property is bound which (A) involve payments or receipts by the any Seller of more than $2,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) which may materially adversely affect the condition (financial or otherwise) or the properties, assets, business or prospects of the any Seller; (iv) all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which the any Seller is a party or by which the any Seller or any of its property is bound; (v) all agency, distributor, sales representative and similar agreements to which the any Seller is a party; (vi) all contracts, agreements or other understandings or arrangements between the any Seller and any stockholder stockholder, member or Affiliate of the such Seller; (vii) all leases, whether operating, capital or otherwise, under which the any Seller is lessor or lessee; and (viii) any other material agreement or contract entered into by the any Seller. (b) Except as set forth on Schedule SCHEDULE 2.16 attached hereto: (i) each Contract is a valid and binding agreement of the applicable Seller, enforceable against the such Seller in accordance with its terms, and the such Seller does not have any knowledge that any Contract is not a valid and binding agreement of the other parties thereto; (ii) the each Seller has fulfilled all material obligations required pursuant to the Contracts to have been performed by the such Seller on its part prior to the date hereof, and the each Seller has no reason to believe that it will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof; (iii) the no Seller is not in material breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto; (iv) to the best knowledge of the SellerSellers and the Principals, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto; (v) the no Seller is not restricted by any Contract from carrying on its business anywhere in the world; and (vi) the no Seller has no any written or oral Contracts to sell products or perform services which are expected to be performed at, or to result in, a material loss. (c) Except as set forth on Schedule SCHEDULE 2.3 or Schedule SCHEDULE 2.16, the continuation, validity and effectiveness of each Contract will not be affected by the transfer thereof to Buyer under this Agreement and all such Contracts are assignable to Buyer without a consent. (d) True, correct and complete copies of all Contracts have previously been delivered by the Seller Sellers to the Buyer.

Contracts and Commitments. (a) Schedule 2.16 attached 2.13 hereto contains a true, complete and correct list and description of each written contract of the following contracts and agreementsSeller that is material to the Seller, whether written or oral (collectively, including but not limited to the "Contracts"): following: (i) all loan agreements, indentures, mortgages and guaranties to which employment contracts between the Seller is a party or and its employees, other than those terminable by which the Seller at will and without payment or any of its property is bound; penalty; (ii) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements relating to any of the Assets to which the Seller is a party or by which the Seller or any of its property is bound; (iii) all contracts, agreements, commitments, purchase orders or other understandings or arrangements to which the Seller is a party or by which the Seller or any of its property is bound which (A) involve payments or receipts by the Seller of more than $2,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) which may materially adversely affect the condition (financial or otherwise) or the properties, assets, business or prospects of the Seller; (iv) all collective bargaining agreements, employment agreements and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which the Seller is a party or by which the Seller or any of its property is bound; (v) all agency, distributor, sales representative and similar agreements union contracts to which the Seller is a party; ; (iii) all written contracts with distributors, brokers, manufacturer's representatives, sales representatives, service or warranty representatives, customers, and other persons, firms, or corporations engaged in the sale or distribution of the Seller's products; (iv) all presently open purchase orders issued by the Seller in excess of $5,000, all sales orders received by the Seller in excess of $5,000 that have not yet been completed, and all purchase or sales orders that call for delivery or performance on a date more than one year from the date of this Agreement; (v) all written contracts between the Seller or any person or entity that controls, is controlled by, or is under common control with, the Seller or any family member of any such person (such entity or person, being hereinafter referred to as an "Affiliate"); (vi) all contracts, agreements or other understandings or arrangements between the Seller any stockholder or Affiliate of the Seller; (vii) all leases, whether operating, capital or otherwise, written contracts under which the Seller is lessor either a xxxxxx or lesseebailee including without limitation written contracts for the bailment of vehicles; and (Vii) all agreements pursuant to which the Seller acquired the Trade Name or a substantial portion of its assets; and (viii) any all other material agreement written executory contracts of the Seller reflecting obligations for borrowed money or contract entered into by the Sellerfor other indebtedness or guaranties thereof. (b) Except as set forth on Schedule 2.16 attached hereto: (i) each Contract is a valid To the best of Seller's present knowledge and binding agreement of the Sellerwithout investigation, enforceable against the Seller in accordance with its terms, and the Seller does not have any knowledge that any Contract is not a party to any written contract that would restrict it from engaging in any business. (c) To the best of Seller's present knowledge and without investigation, each of the contracts listed on Schedule 2.13 is valid and binding agreement of the other parties thereto; (ii) the Seller has fulfilled all material obligations required pursuant to the Contracts to have been performed by the Seller on its part prior to the date hereofbinding, and each has been entered into in the Seller has no reason to believe that it will not be able to fulfillordinary course of business. To the best of Seller's present knowledge and without investigation, when due, all of its obligations under the Contracts which remain to be performed after the date hereof; (iii) the Seller is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto; (iv) to the best knowledge of the Seller, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result contracts described in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto; (v) the Seller is not restricted by any Contract from carrying on its business anywhere in the world; and (vi) the Seller has no written or oral Contracts to sell products or perform services which are expected to be performed at, or to result in, a lossthis Section 2.13. (c) Except as set forth on Schedule 2.3 or Schedule 2.16, the continuation, validity and effectiveness of each Contract will not be affected by the transfer thereof to Buyer under this Agreement and all such Contracts are assignable to Buyer without a consent. (d) True, correct and complete copies of all Contracts have previously been delivered by the Seller to the Buyer.

Contracts and Commitments. (a) Schedule 2.16 2.13(a) attached hereto contains a true, complete and correct list and description of the following contracts and agreements, whether written or oral (collectivelyoral, which relate to the "Contracts"):Business: (i) all loan agreements, indentures, mortgages and guaranties to which the Seller is a party or by which the Seller or any of its property is bound; (ii) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements relating to any of the Assets to which the Seller is a party or by which the Seller or any of its property is bound; (iii) all contracts, agreements, commitments, purchase orders (other than merchandise deliveries to customers in the normal course of business upon standard terms) or other understandings or arrangements to which the Seller is a party or by which the Seller or any of its their respective property is bound which (A) involve payments or receipts by the Seller any of them of more than $2,000 10,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) which may materially adversely affect the condition (financial or otherwise) or the properties, assetsAssets, business or prospects of the SellerBusiness; (iv) all collective bargaining agreements, employment and consulting agreements, non-competition agreements, trust agreements, executive compensation plans, bonus bonus, 401(k), or profit-sharing plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, memoranda of understanding, arrangements or commitments to which the Seller is a party or by which the Seller or any of its property is bound; (v) all agency, distributor, sales representative and similar agreements to which the Seller is a party; (vi) all contracts, agreements or other understandings or arrangements arrangements, whether written or oral, between the Seller and any stockholder shareholder, employee, officer or Affiliate director of the SellerSeller which may affect the Business as conducted as of and prior to the date hereof or the Assets; (vii) all leases, whether operating, capital or otherwise, under which the Seller is lessor or lessee, including, without limitation, all equipment leases; (viii) all contracts, agreements and other documents or information relating to past disposal of waste (whether or not hazardous) which are available; (ix) all return policies and product warranties relating to products or goods manufactured or distributed by the Business as the same are currently in effect or may have been in effect from time to time since December 31, 1996, as well as any exception to such policies, all cooperative advertising arrangements and all rebate, discount or allowance arrangements; (x) all contracts related to operation, maintenance or management of the leased facilities under any Leases (the "Leased Premises") other than immaterial contracts which do not constitute a part of Assumed Liabilities; and (viiixi) any licensing agreements, franchise agreements and other material agreement or contract entered into by the Seller. (b) Schedule 2.13(b) attached hereto sets forth a true, correct and complete list of the contracts and agreements, whether written or oral, which are to be assigned from the Seller to the Buyer at the Closing (collectively, the "Contracts"). (c) Except as set forth on Schedule 2.16 attached hereto2.13(c), the continuation, validity and effectiveness of each Contract would not be affected by the transfer thereof to the Buyer under this Agreement and all such Contracts are assignable to the Buyer without a consent and: (i) each Contract is a valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, and the Seller does not Selling Parties have any no knowledge that any Contract is not a valid and binding agreement of the other parties thereto;: (ii) the Seller has fulfilled all material obligations required pursuant to the Contracts to have been performed by the Seller on its part it prior to the date hereof, and the Seller has no reason to believe that it will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof; (iii) the Seller is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto;thereto (an "Inchoate Default"); and (iv) to the best knowledge of the SellerSelling Parties, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto; (v) the Seller is not restricted by any Contract from carrying on its business anywhere in the world; and (vi) the Seller has no written or oral Contracts to sell products or perform services which are expected to be performed at, or to result in, a loss. (c) Except as set forth on Schedule 2.3 or Schedule 2.16, the continuation, validity and effectiveness of each Contract will not be affected by the transfer thereof to Buyer under this Agreement and all such Contracts are assignable to Buyer without a consentInchoate Default. (d) True, correct and complete copies of all Contracts of the foregoing contracts and agreements (other than all unfilled purchase orders and all unfilled customer orders), including but not limited to the Contracts, and a list of all unfilled purchase orders and all unfilled customer orders, have previously been delivered by the Seller to the BuyerBuyer prior to the date hereof.

Contracts and Commitments. (a) Schedule 2.16 attached 2.15 hereto contains a true, complete and correct list ------------- and description of the following contracts and agreementsagreements relating to the Plasma Operations Business or the Purchased Assets, whether written or oral (collectively, the "Contracts"):): --------- (i) all loan agreements, indentures, mortgages and guaranties to which the Seller is a party or by which the Seller or any of its property is bound; (ii) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements relating to any of the Purchased Assets to which the Seller is a party or by which the Seller or any of its property is bound; (iii) all contracts, agreements, commitments, purchase orders or other understandings or arrangements to which the Seller is a party or by which the Seller or any of its property is bound which (A) involve payments or receipts by the Seller of more than $2,000 50,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) which may materially adversely affect the condition (financial or otherwise) or the properties, assets, business or prospects of the Sellerhave a Material Adverse Effect; (iv) to the extent that they relate to Xxxxxx Xxxxxx, Xxx Xxxxx, Xxxx Xxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxx or Xxxxx Xxxxxx (the "Key --- Employees") of the Seller employed in the Melville Facility, all collective --------- bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which the Seller is a party or by which the Seller or any of its property is bound; (v) all agency, distributor, sales representative and similar agreements to which the Seller is a party; (vi) all contracts, agreements or other understandings or arrangements between the Seller and any stockholder or Affiliate of the Seller; (vii) all leases, whether operating, capital or otherwise, under which the Seller is lessor or lessee; (viii) all contracts, agreements and other documents or information relating to disposal of waste (whether or not hazardous) currently in force in any respect; and (viiiix) any other material agreement or contract entered into by the SellerSeller which is material to the Plasma Operations Business or to the Purchased Assets. (b) Except as set forth on Schedule 2.16 attached 2.15 hereto:: ------------- (i) subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors and to general principles of equity, each Contract is a valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, and the Seller does not have any knowledge that any Contract is not a valid and binding agreement of the other parties thereto; (ii) the Seller has fulfilled all material obligations required pursuant to the Contracts to have been performed by the Seller on its part prior to the date hereof, and the Seller has no reason to believe that it will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof; (iii) the Seller is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto, except for circumstances which would not have a Material Adverse Effect; (iv) to the best knowledge of the Seller, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto; (v) the Seller is not restricted by any Contract from carrying on its business the Plasma Operations Business anywhere in the world or from making, using or selling any of the Purchased Assets anywhere in the world; and (vi) the Seller has no written or oral Contracts to sell products or perform services which are expected to be performed at, or to result in, a loss. (c) Except as set forth on Schedule 2.3 or Schedule 2.162.3, the continuation, validity ------------ and effectiveness of each Contract will not be affected by the transfer thereof to Buyer under this Agreement and all such Contracts are assignable to Buyer without a consent. (d) True, correct and complete copies of all Contracts have previously been delivered by the Seller to the Buyer.

Contracts and Commitments. (a) Schedule 2.16 2.15 attached hereto hereto, as updated pursuant to ------------- Section 7.9 hereof, contains a true, complete and correct list and description of the following contracts and agreementsagreements related to the Business, whether written or oral (collectively, the "Contracts"):): --------- (i) all loan agreements, indentures, mortgages and guaranties to which the Seller is a party or by which the Seller or any of its property is bound; (ii) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements relating to any of the Assets to which the Seller is a party or by which the Seller or any of its property is bound; (iii) all contracts, agreements, commitments, purchase orders orders, licenses or other understandings or arrangements to which the Seller is a party or by which the Seller or any of its property is bound which (A) involve payments or receipts by the Seller of more than $2,000 10,000.00 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) which may materially adversely affect the condition (financial or otherwise) or the properties, assets, business or prospects of the Seller;. (iv) all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which the Seller is a party or by which the Seller or any of its property is bound; (v) all agency, distributor, sales sales, representative and similar agreements to which the Seller is a party; (vi) all contracts, agreements or other understandings or arrangements between the Seller any stockholder or Affiliate of the Seller; (vii) all leases, whether operating, capital or otherwise, under which the Seller is lessor or lessee; (viii) all contracts, agreements and other documents or information relating to past disposal of waste (whether or not hazardous); and (viiiix) any other material agreement or contract entered into by the Seller. (b) Except as set forth on Schedule 2.16 attached hereto: (i) each Contract is a valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, and the Seller does not have any knowledge that any Contract is not a valid and binding agreement of the other parties thereto; (ii) the Seller has fulfilled all material obligations required pursuant to the Contracts to have been performed by the Seller on its part prior to the date hereof, and the Seller has no reason to believe that it will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof; (iii) the Seller is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto; (iv) to the best knowledge of the Seller, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto; ; (v) the Seller is not restricted by any Contract from carrying on its business anywhere in the world; and (vi) the Seller has no written or oral Contracts to sell products or perform services which are expected to be performed at, or to result in, a loss. (c) Except as set forth on Schedule 2.3 or Schedule 2.16, the continuation, validity and effectiveness of each Contract will not be affected by the transfer thereof to Buyer under this Agreement and all such Contracts are assignable to Buyer without a consent. (d) True, correct and complete copies of all Contracts have previously been delivered by the Seller to the Buyer.

Contracts and Commitments. (a) Schedule 2.16 SCHEDULE 2.20 attached hereto contains a true, complete and correct list and description of the following contracts and agreements, whether written or oral (collectively, the "Contracts"): (i) all All loan agreements, indentures, mortgages and guaranties to which the Seller Company is a party or by which the Seller Company or any of its property is boundbound including but not limited to, the Company's third party loans with Bank of America; (ii) all All pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements relating to any of the Assets to which the Seller Company is a party or by which the Seller Company or any of its property is bound; (iii) all All contracts, agreements, commitments, purchase orders or other understandings or arrangements to which the Seller Company is a party or by which the Seller Company or any of its property is bound which (A) involve aggregate payments or receipts by the Seller Company of more than $2,000 2,500 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) which may materially adversely affect the condition (financial or otherwise) or the properties, assets, business or prospects of the SellerCompany; (iv) all All collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which the Seller Company is a party or by which the Seller Company or any of its property is bound; (v) all All agency, distributor, sales representative and representative, franchise or similar agreements to which the Seller Company is a partyparty or by which the Company or any of its property is bound; (vi) all All contracts, agreements or other understandings or arrangements between the Seller Company and the Sellers (including, but not limited to, any stockholder tax sharing arrangements) or Affiliate of the Sellertheir affiliates; (vii) all All leases, whether operating, capital or otherwise, under which the Seller Company is lessor or lessee; (viii) All contracts, agreements and other documents or information relating to past disposal of waste (whether or not hazardous); (ix) All contracts, agreements or other arrangements imposing a non-competition or non-solicitation obligation on the Company or any of its employees; and (viiix) any Any other material agreement agreements or contract contracts entered into by the SellerCompany. (b) Except as set forth on Schedule 2.16 attached heretoSCHEDULE 2.20: (i) each Each Contract is a valid and binding agreement of the SellerCompany, enforceable against the Seller Company in accordance with its terms, ; and the Seller Company does not have any knowledge that any Contract is not a valid and binding agreement of the other parties thereto; (ii) the Seller The Company has fulfilled all material obligations required pursuant to the Contracts to have been performed by the Seller Company on its part prior to the date hereof, ; and the Seller Company has no reason to believe that it will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof; (iii) the Seller The Company is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto; (iv) to To the best knowledge of the SellerSellers, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto; (v) There are not and, since January 1, 1998, have not been, any claims of a non-routine nature relating to the Seller Company by customers of the Company; (vi) The Company is not restricted by any Contract from carrying on its business anywhere in the world; and; (vivii) the Seller has no The Company does not have any written or oral Contracts contracts to sell products or perform services which that are expected to be performed at, or to result in, a loss; (viii) The Company has not experienced any shortages of components or other supplies (collectively "Supplies") or qualified employees within the 12-month period preceding the date hereof, and the Company has on hand, or has reason to believe it can timely obtain, a sufficient quantity of Supplies and employees to satisfy all outstanding orders heretofore received and all orders anticipated to be received from the date hereof through the Closing Date; and (ix) The Company has not experienced any shortages of raw materials ("Raw Materials") within the 12-month period preceding the date hereof, and the Company has on hand, or has reason to believe it can timely obtain, a sufficient quantity of Raw Materials to satisfy all outstanding orders heretofore received and all orders anticipated to be received through the Closing Date. (c) Except as set forth on Schedule 2.3 or Schedule 2.16, the continuation, validity and effectiveness of each Contract will not be affected by the transfer thereof to Buyer under this Agreement and all such Contracts are assignable to Buyer without a consent. (d) True, correct and complete copies of all Contracts have previously been delivered by the Seller Company or the Sellers to the Buyer.

Contracts and Commitments. (a) Schedule 2.16 3.16 attached hereto contains a true, complete and correct list and description of the following contracts and agreements, whether written or oral (collectively, the "Contracts"): (i1) all loan agreements, indentures, mortgages and guaranties to which the Seller Company or any of the Subsidiaries is a party or by which the Seller Company or any of its the Subsidiaries or any of their property is bound; (ii2) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements relating to which the Company or any of the Assets to which the Seller Subsidiaries is a party or by which the Seller Company or any of its the Subsidiaries or any of their property is bound; (iii3) all contracts, agreements, commitments, (other than purchase orders orders) or other understandings or arrangements to which the Seller Company or any of the Subsidiaries is a party or by which the Seller Company or any of its the Subsidiaries or any of their property is bound which (A) involve payments or receipts by the Seller Company or any of the Subsidiaries of more than $2,000 25,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) which may materially adversely affect the condition (financial or otherwise) or the properties, assets, business or prospects of the SellerCompany or any of the Subsidiaries; (iv4) all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which the Seller Company or any of the Subsidiaries is a party or by which the Seller Company or any of its the Subsidiaries or any of their property is bound; (v5) all agency, distributor, sales representative and representative, franchise or similar agreements to which the Seller Company or any of the Subsidiaries is a partyparty or by which the Company or any of the Subsidiaries or any of their property is bound; (vi6) all contracts, agreements or other understandings or arrangements between the Seller Company and any stockholder or Affiliate of the SellerSubsidiaries (including, but not limited to, any tax sharing arrangements) or between the Company and the Parent or their affiliates; (vii7) all leases, whether operating, capital or otherwise, under which the Seller Company or any of the Subsidiaries is lessor or lessee; (8) all contracts, agreements and other documents or information relating to past disposal of waste (whether or not hazardous), and sales of steel scrap, prototypes, tools and dies; (9) all contracts, agreements or other arrangements imposing a non-competition or non-solicitation obligation on the Company or any of its Subsidiaries; and (viii10) any other material agreement agreements or contract contracts (other than purchase orders) entered into by the SellerCompany or any of the Subsidiaries. (b) Except as set forth on Schedule 2.16 attached hereto3.16: (i1) each Each Contract is a valid and binding agreement of the SellerCompany or the relevant Subsidiary, enforceable against the Seller Company or the relevant Subsidiary in accordance with its terms, and and, to the Seller does not have any knowledge that any best of the Parent's knowledge, each Contract is not a valid and binding agreement of the other parties thereto; (ii2) the Seller Company or the relevant Subsidiary has fulfilled all material obligations required pursuant to the Contracts to have been performed by the Seller Company or the relevant Subsidiary, as the case may be, on its part prior to the date hereof, and to the Seller has no reason to believe that best of the Parent's knowledge it will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof; the Company's outstanding purchase orders on the Closing Date provide for a number of units to be delivered that are consistent with the Company's historical capacity to produce such number of units within the prescribed contractual period; (iii3) the Seller Company or the relevant Subsidiary is not in breach of or default in any material respect under any Contract, and and, to the best knowledge of the Parent, no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto; (iv4) to the best knowledge of the SellerParent, there is no existing breach or default by any other party to of a material obligation under any Contract, and to the best knowledge of the Parent no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto; (v5) there are not and, since October 1, 1996 have not been, any claims material in amount of a non-routine nature relating to the Company or any Subsidiary by customers of the Company or any of the Subsidiaries under any warranties, whether express or implied; (6) the Seller is Company and the Subsidiaries are not restricted by any Contract from carrying on its their business anywhere in the world; and (vi7) neither the Seller Company nor any of the Subsidiaries has no any written or oral Contracts contracts to sell products or perform services which are expected to be performed at, or to result in, a loss. (c) Except as set forth on Schedule 2.3 or Schedule 2.16, the continuation, validity and effectiveness of each Contract will not be affected by the transfer thereof to Buyer under this Agreement and all such Contracts are assignable to Buyer without a consent. (d) True, correct and complete (in all material respects) copies of all Contracts have previously been delivered by the Seller Company or the Parent to the Buyer.

Contracts and Commitments. (a) Schedule 2.16 3.16 attached hereto contains a true, complete and ------------- correct list and description of the following contracts and agreements, whether written or oral (collectively, the "Contracts"): (i1) all loan agreements, indentures, mortgages and guaranties to which the Seller Company or any of the Subsidiaries is a party or by which the Seller Company or any of its the Subsidiaries or any of their property is bound; (ii2) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements relating to which the Company or any of the Assets to which the Seller Subsidiaries is a party or by which the Seller Company or any of its the Subsidiaries or any of their property is bound; (iii3) all contracts, agreements, commitments, (other than purchase orders orders) or other understandings or arrangements to which the Seller Company or any of the Subsidiaries is a party or by which the Seller Company or any of its the Subsidiaries or any of their property is bound which (A) involve payments or receipts by the Seller Company or any of the Subsidiaries of more than $2,000 25,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) which may materially adversely affect the condition (financial or otherwise) or the properties, assets, business or prospects of the SellerCompany or any of the Subsidiaries; (iv4) all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which the Seller Company or any of the Subsidiaries is a party or by which the Seller Company or any of its the Subsidiaries or any of their property is bound; (v5) all agency, distributor, sales representative and representative, franchise or similar agreements to which the Seller Company or any of the Subsidiaries is a partyparty or by which the Company or any of the Subsidiaries or any of their property is bound; (vi6) all contracts, agreements or other understandings or arrangements between the Seller Company and any stockholder or Affiliate of the SellerSubsidiaries (including, but not limited to, any tax sharing arrangements) or between the Company and the Parent or their affiliates; (vii7) all leases, whether operating, capital or otherwise, under which the Seller Company or any of the Subsidiaries is lessor or lessee; (8) all contracts, agreements and other documents or information relating to past disposal of waste (whether or not hazardous), and sales of steel scrap, prototypes, tools and dies; (9) all contracts, agreements or other arrangements imposing a non-competition or non-solicitation obligation on the Company or any of its Subsidiaries; and (viii10) any other material agreement agreements or contract contracts (other than purchase orders) entered into by the SellerCompany or any of the Subsidiaries. (b1) Except as set forth on Schedule 2.16 attached hereto: (i) each Each Contract is a valid and binding agreement of the SellerCompany or the relevant Subsidiary, enforceable against the Seller Company or the relevant Subsidiary in accordance with its terms, and and, to the Seller does not have any knowledge that any best of the Parent's knowledge, each Contract is not a valid and binding agreement of the other parties thereto; (ii2) the Seller Company or the relevant Subsidiary has fulfilled all material obligations required pursuant to the Contracts to have been performed by the Seller Company or the relevant Subsidiary, as the case may be, on its part prior to the date hereof, and to the Seller has no reason to believe that best of the Parent's knowledge it will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof; the Company's outstanding purchase orders on the Closing Date provide for a number of units to be delivered that are consistent with the Company's historical capacity to produce such number of units within the prescribed contractual period; (iii3) the Seller Company or the relevant Subsidiary is not in breach of or default in any material respect under any Contract, and and, to the best knowledge of the Parent, no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto; (iv4) to the best knowledge of the SellerParent, there is no existing breach or default by any other party to of a material obligation under any Contract, and to the best knowledge of the Parent no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto; (v5) there are not and, since October 1, 1996 have not been, any claims material in amount of a non-routine nature relating to the Company or any Subsidiary by customers of the Company or any of the Subsidiaries under any warranties, whether express or implied; (6) the Seller is Company and the Subsidiaries are not restricted by any Contract from carrying on its their business anywhere in the world; and (vi7) neither the Seller Company nor any of the Subsidiaries has no any written or oral Contracts contracts to sell products or perform services which are expected to be performed at, or to result in, a loss. (c) Except as set forth on Schedule 2.3 or Schedule 2.16, the continuation, validity and effectiveness of each Contract will not be affected by the transfer thereof to Buyer under this Agreement and all such Contracts are assignable to Buyer without a consent. (d) True, correct and complete (in all material respects) copies of all Contracts have previously been delivered by the Seller Company or the Parent to the Buyer.

Contracts and Commitments. (a) Schedule SCHEDULE 2.16 attached hereto contains a true, complete and correct list and description of the following contracts and agreements, whether written or oral (collectively, the "Contracts"): (i) all loan agreements, indentures, mortgages and guaranties to which the Seller is a party or by which the Seller or any of its property is bound; (ii) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements relating to any of the Assets to which the Seller is a party or by which the Seller or any of its property is bound; (iii) all contracts, agreements, commitments, purchase orders or other understandings or arrangements to which the Seller is a party or by which the Seller or any of its property is bound which (A) involve payments or receipts by the Seller of more than $2,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) which may materially adversely affect the condition (financial or otherwise) or the properties, assets, business or prospects of the Seller; (iv) all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which the Seller is a party or by which the Seller or any of its property is bound; (v) all agency, distributor, sales representative and similar agreements to which the Seller is a party; (vi) all contracts, agreements or other understandings or arrangements between the Seller any stockholder or Affiliate of the Seller; (vii) all leases, whether operating, capital or otherwise, under which the Seller is lessor or lessee; and (viii) any other material agreement or contract entered into by the Seller. (b) Except as set forth on Schedule SCHEDULE 2.16 attached hereto: (i) each Contract is a valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, and the Seller does not have any knowledge that any Contract is not a valid and binding agreement of the other parties thereto; (ii) the Seller has fulfilled all material obligations required pursuant to the Contracts to have been performed by the Seller on its part prior to the date hereof, and the Seller has no reason to believe that it will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof; (iii) the Seller is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto; (iv) to the best knowledge of the Seller, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto; (v) the Seller is not restricted by any Contract from carrying on its business anywhere in the world; and (vi) the Seller has no written or oral Contracts to sell products or perform services which are expected to be performed at, or to result in, a loss. (c) Except as set forth on Schedule SCHEDULE 2.3 or Schedule SCHEDULE 2.16, the continuation, validity and effectiveness of each Contract will not be affected by the transfer thereof to Buyer under this Agreement and all such Contracts are assignable to Buyer without a consent. (d) True, correct and complete copies of all written Contracts have previously been delivered by the Seller to the Buyer.

Contracts and Commitments. (a) Schedule 2.16 attached hereto contains a true, complete and correct list and description of the following contracts and agreements, whether written or oral (collectively, the "Contracts"): (i) all loan agreements, indentures, mortgages and guaranties to which the Seller is a party or by which the Seller or any of its property is bound; (ii) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements relating to any of the Assets to which the Seller is a party or by which the Seller or any of its property is bound; (iii) all contracts, agreements, commitments, purchase orders or other understandings or arrangements to which the Seller is a party or by which the Seller or any of its property is bound which (A) involve payments or receipts by the Seller of more than $2,000 1,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) which may materially adversely affect the condition (financial or otherwise) or the properties, assets, business or prospects of the Seller; (iv) all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which the Seller is a party or by which the Seller or any of its property is bound; (v) all agency, distributor, sales representative and similar agreements to which the Seller is a party; (vi) all contracts, agreements or other understandings or arrangements between the Seller and any stockholder or Affiliate of the Seller; (vii) all leases, whether operating, capital or otherwise, under which the Seller is lessor or lessee; andlessee (excluding leases relating to real property identified on Schedule 2.11); (viii) all contracts, agreements and other documents or information relating to past disposal of waste (whether or not hazardous); and 13 (ix) any other material agreement or contract entered into by the Seller. (b) Except as set forth on Schedule 2.16 attached hereto: (i) each Contract is a valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, and the Seller does not have any knowledge that any Contract is not a valid and binding agreement of the other parties thereto; (ii) the Seller has fulfilled all material obligations required pursuant to the Contracts to have been performed by the Seller on its part prior to the date hereof, and the Seller has no reason to believe that it will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof; (iii) the Seller is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto; (iv) to the best knowledge of the Seller, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto; (v) the Seller is not restricted by any Contract from carrying on its business anywhere in the world; and (vi) the Seller has no written or oral Contracts to sell products or perform services which are expected to be performed at, or to result in, a loss. (c) Except as set forth on Schedule 2.3 or Schedule 2.16, the continuation, validity and effectiveness enforceability of each Contract will not be affected by the transfer thereof to Buyer under this Agreement and all such Contracts are assignable to Buyer without a consent. (d) True, correct and complete copies of all Contracts have previously been delivered by the Seller to the Buyer.

Contracts and Commitments. (a) Schedule 2.16 2.15 attached hereto contains a true, complete and ------------- correct list and description of the following contracts and agreements, whether written or oral (collectively, the "Contracts"): (i) all loan agreements, indentures, mortgages and guaranties to which the Seller is a party or by which the Seller or any of its property is bound; (ii) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements relating to any of the Acquired Assets to which the Seller is a party or by which the Seller or any of its property is bound; (iii) all contracts, agreements, commitments, purchase orders or other understandings or arrangements to which the Seller is a party or by which the Seller or any of its property is bound which (A) involve payments or receipts by the Seller of more than $2,000 10,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) which may materially adversely affect the condition (financial or otherwise) or the properties, assets, business or prospects of the Seller; (iv) all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which the Seller is a party or by which the Seller or any of its property is bound; (v) all agency, distributor, sales representative and similar agreements to which the Seller is a party; (vi) all contracts, agreements or other understandings or arrangements between the Seller and any stockholder or Affiliate of the Seller; (vii) all leases, whether operating, capital or otherwise, under which the either Seller is lessor or lessee; (viii) all contracts, agreements and other documents or information relating to past disposal of waste (whether or not hazardous); and (viiiix) any other material agreement or contract entered into by either Seller relating to the SellerBusinesses or the Acquired Assets. (b) Except as set forth on Schedule 2.16 attached hereto: (i) each Contract is a valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, and the Seller does not have any knowledge that any Contract is not a valid and binding agreement of the other parties thereto; (ii) the Seller has fulfilled all material obligations required pursuant to the Contracts to have been performed by the Seller on its part prior to the date hereof, and the Seller has have no reason to believe that it will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof; (iii) the Seller is are not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, Security Interest thereunder or pursuant thereto; (iv) to the best knowledge of the SellerSeller and the Stockholder, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto; (v) the Seller is not restricted by any Contract from carrying on its business the Business anywhere in the world; and (vi) the Seller has no written or oral Contracts to sell products or perform services which are expected to be performed at, or to result in, a loss. (c) Except as set forth on Schedule 2.3 or Schedule 2.162.15, the ------------ ------------- continuation, validity and effectiveness of each Contract will not be affected by the transfer thereof to Buyer under this Agreement and all such Contracts are assignable to Buyer without a any consent. (d) True, correct and complete copies of all Contracts have previously been delivered by the Seller to the Buyer.

Contracts and Commitments. (a) Except as set forth in Schedule 2.16 attached hereto contains a true, complete and correct list and description of 3.17(a) the following Company will make available all contracts and agreements, whether written or oral agreements (collectively, the "Contracts"):), including but not limited to: (i) all loan agreements, indentures, mortgages and guaranties to which the Seller Company or any of the Subsidiaries is a party or by which the Seller Company or any of its the Subsidiaries or any of their property is bound; (ii) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements relating to which the Company or any of the Assets to which the Seller Subsidiaries is a party or by which the Seller Company or any of its the Subsidiaries or any of their property is bound; (iii) all contracts, agreements, commitments, purchase orders or other understandings understanding or arrangements to which the Seller Company or any of the Subsidiaries is a party or by which the Seller Company or any of its the Subsidiaries or any of their property is bound which (A) involve payments Payments or receipts by the Seller Company or any of more than $2,000 the Subsidiaries in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) which may materially adversely affect the condition (financial or otherwise) or the properties, assets, business or prospects of the SellerCompany or any of the Subsidiaries; (iv) all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which the Seller Company or any of the Subsidiaries is a party or by which the Seller Company or any of its the Subsidiaries or any of their property is bound; (v) all agency, distributor, sales representative and representative, sales agency agreement, franchise or similar agreements to which the Seller Company or any of the Subsidiaries is a partyparty or by which the Company or any of the Subsidiaries or any of their property is bound; (vi) all contracts, agreements or other understandings or arrangements between the Seller Company and any stockholder or Affiliate of the Seller;Subsidiaries (including, but not limited to, any tax sharing arrangements) or between the Company and any of the Stockholders or their affiliates: (vii) all leases, whether operating, capital or otherwise, under which the Seller is lessor or lessee; andIntentionally omitted; (viii) all contracts, agreements and other documents or information relating to past disposal of waste (whether or not hazardous), and sales of steel scrap, prototypes, tools and dies; (ix) all contracts, agreements or other arrangements imposing a non-competition or non-solicitation obligation on the Company or any other material agreement or contract entered into by the Seller.of its Subsidiaries; and (b) Except as set forth on Schedule 2.16 attached hereto:3.17(b): (i) each Contract is a valid and binding agreement of the SellerCompany or the relevant Subsidiary, enforceable against the Seller Company or the relevant Subsidiary in accordance with its terms, and the Seller Company or the relevant Subsidiary does not have any knowledge that any Contract is not a valid and binding agreement of the other parties thereto; (ii) the Seller Company or the relevant Subsidiary has fulfilled all material obligations required pursuant to the Contracts to have been performed by the Seller Company or the relevant Subsidiary, as the case may be, on its part prior to the date hereof, and the Seller Company or the relevant Subsidiary, as the case may be, has no reason to believe that it is will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof; (iii) the Seller Company or the relevant Subsidiary is not in material breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto; (iv) to the best knowledge of the SellerStockholders, there is no existing material breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto; (v) there are not and, since January 1, 1994, have not been, any material claims not in the Seller is normal course of business relating to the Company or any Subsidiary by customers of the Company or any of the Subsidiaries under any warranties, whether express or implied; (vi) the Company and the Subsidiaries are not expressly restricted by any Contract from carrying on its their business anywhere in the world; and (vivii) neither the Seller Company nor any of the Subsidiaries has no any written or oral Contracts contracts to sell products or perform services which are expected to be performed at, or to result in, a material loss; (viii) neither the Company nor any of the Subsidiaries has experienced any shortages of components or other supplies (collectively "Supplies") within the twelve (12) month period preceding the date hereof, and the Company and the Subsidiaries have on hand, or have reason to believe they can timely obtain, a sufficient quantity of Supplies to satisfy all outstanding orders heretofore received and all orders anticipated to be received from the date hereof through December 31, 1997; and (ix) neither the Company nor any of the Subsidiaries has experienced any shortages of raw materials ("Raw Materials") within the twelve (12) month period preceding the date hereof, and the Company and the Subsidiaries have on hand, or have reason to believe they can timely obtain, a sufficient quantity of Raw Materials to satisfy all outstanding orders heretofore received and all orders anticipated to be received through December 31, 1997. (cx) Except as set forth on Schedule 2.3 there are no other material agreements or Schedule 2.16, the continuation, validity and effectiveness of each Contract will not be affected contracts entered into by the transfer thereof to Buyer under this Agreement and all such Contracts are assignable to Buyer without a consentCompany or any of the Subsidiaries. (d) True, correct and complete copies of all Contracts have previously been delivered by the Seller to the Buyer.

Contracts and Commitments. (aa. Schedule 2.13(a) Schedule 2.16 attached hereto contains a true, complete and correct list and description of the following contracts and agreements, whether written or oral (collectivelyoral, which relate to the "Contracts"):Business: (i) all i. All material loan agreements, indentures, mortgages and guaranties to which the Seller is a party or by which the Seller or any of its property is bound; (ii) all . All pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements relating to any of the Assets to which the Seller is a party or by which the Seller or any of its property is bound; (iii) all . All contracts, agreements, commitments, purchase orders (other than merchandise deliveries to customers in the normal course of business upon standard terms) or other understandings or arrangements to which the Seller is a party or by which the Seller or any of its property is bound which (A) involve payments or receipts by the Seller any of them of more than $2,000 50,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) which may materially adversely affect the condition (financial or otherwise) or of the properties, assetsAssets, business or prospects of the SellerBusiness; (iv) all . All collective bargaining agreements, employment and consulting agreements, non-competition agreements, trust agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, memoranda of understanding, arrangements or commitments to which the Seller is a party or by which the Seller or any of its property is bound; (v) all v. All agency, distributor, sales representative and similar agreements to which the Seller is a party; (vi) all . All material contracts, agreements or other understandings or arrangements arrangements, whether written or oral, between the Seller and any stockholder shareholder, employee, officer or Affiliate director of the SellerSeller which may affect the Business as conducted as of and prior to the Closing Date or the Assets; (vii) all . All leases, whether operating, capital or otherwise, under which the Seller is lessor or lesseelessee which are not reflected on Schedule 2.9(a); viii. All contracts, agreements and other documents or information which are available relating to past disposal by the Seller of hazardous waste; ix. All return policies and product warranties relating to products or goods manufactured or distributed by the Business as the same are currently in effect or may have been in effect from time to time since March 30, 1992, as well as any exception to such policies, all cooperative advertising arrangements and all rebate, discount or allowance arrangements; x. All material contracts related to operation, maintenance or management of the Real Estate or Leased Premises other than those reflected on Schedule 2.9(a); and (viii) any xi. Any licensing agreements, franchise agreements and other material agreement or contract entered into by the Seller. b. Schedule 2.13(b) attached hereto sets forth a true, correct and complete list of the contracts and agreements, whether written or oral, which are to be assigned from the Seller to the Buyer at the Closing (b) collectively, the "Contracts"). Except as set forth on Schedule 2.16 attached hereto: (i) each Contract is a valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, and the Seller does not have any knowledge that any Contract is not a valid and binding agreement of the other parties thereto; (ii) the Seller has fulfilled all material obligations required pursuant to the Contracts to have been performed by the Seller on its part prior to the date hereof, and the Seller has no reason to believe that it will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof; (iii) the Seller is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto; (iv) to the best knowledge of the Seller, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto; (v) the Seller is not restricted by any Contract from carrying on its business anywhere in the world; and (vi) the Seller has no written or oral Contracts to sell products or perform services which are expected to be performed at, or to result in, a loss. (c) Except as set forth on Schedule 2.3 or Schedule 2.16, the continuation, validity and effectiveness of each Contract will not be affected by the transfer thereof to Buyer under this Agreement and all such Contracts are assignable to Buyer without a consent. (d) True, correct and complete copies of all Contracts have previously been delivered by the Seller to the Buyer.2.13

Contracts and Commitments. (a) Schedule SCHEDULE 2.16 attached hereto contains a true, complete and correct list and description of the following contracts and agreements, whether written or oral (collectively, the "Contracts"): (i) all loan agreements, indentures, mortgages and guaranties to which the Seller AEI or REP is a party or by which the Seller AEI or REP or any of its their property is bound; (ii) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements relating to any of the Assets to which the Seller AEI or REP is a party or by which the Seller AEI or REP or any of its their property is bound; (iii) all contracts, agreements, commitments, purchase orders or other understandings or arrangements to which the Seller AEI or REP is a party or by which the Seller AEI or REP or any of its their property is bound which (A) involve payments or receipts by the Seller AEI or REP of more than $2,000 25,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) which may materially adversely affect the condition (financial or otherwise) or the properties, assets, business or prospects of the SellerAEI or REP; (iv) all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which the Seller AEI or REP is a party or by which the Seller AEI or REP or any of its their property is bound; (v) all agency, distributor, sales representative and similar agreements to which the Seller AEI or REP is a party; (vi) all contracts, agreements or other understandings or arrangements between the Seller any stockholder AEI or REP and stockholder, member or Affiliate of the SellerAEI or REP; (vii) all leases, whether operating, capital or otherwise, under which the Seller AEI or REP is lessor or lessee; (viii) all agreements relating to the past or future acquisition of the assets or business of any other person; and (viiiix) any other material agreement or contract entered into by the SellerAEI or REP. (b) Except as set forth on Schedule SCHEDULE 2.16 attached hereto: (i) each Contract is a valid and binding agreement of AEI or REP, as the Sellercase may be, enforceable against AEI or REP, as the Seller case may be, in accordance with its terms, and AEI and the Seller does Owner do not have any knowledge that any Contract is not a valid and binding agreement of the other parties thereto; (ii) AEI or REP, as the Seller case may be, has fulfilled all material obligations required pursuant to the Contracts to have been performed by the Seller such person on its part prior to the date hereof, and the Seller has AEI and REP have no reason to believe that it they will not be able to fulfill, when due, all of its their obligations under the Contracts which remain to be performed after the date hereof; (iii) the Seller neither AEI nor REP is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto; (iv) to the best knowledge of AEI and the SellerOwner, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto; (v) the Seller neither AEI nor REP is not restricted by any Contract from carrying on its business anywhere in the world; and (vi) the Seller neither AEI nor REP has no any written or oral Contracts to sell products or perform services which are expected to be performed at, or to result in, a loss. (c) Except as set forth on Schedule SCHEDULE 2.3 or Schedule SCHEDULE 2.16, the continuation, validity and effectiveness of each Contract will not be affected by the transfer thereof to Buyer under transactions contemplated by this Agreement and all such Contracts to which AEI is a party are assignable to Buyer without a consent. (d) True, correct and complete copies of all Contracts have previously been delivered by the Seller AEI to the Buyer.

Contracts and Commitments. (a) Schedule 2.16 3.17 attached hereto contains a true, complete and ------------- correct list (and description with respect to any oral contracts or agreements) of the following contracts and agreements, whether written or oral agreements (collectively, the "Contracts"): (i1) all loan agreements, lines of credit, evidence of indebtedness, indentures, mortgages and guaranties to which the Seller Company or any of the Subsidiaries is a party or by which the Seller Company or any of its the Subsidiaries or any of their property is bound; (ii2) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements relating to which the Company or any of the Assets to which the Seller Subsidiaries is a party or by which the Seller Company or any of its the Subsidiaries or any of their property is bound; (iii3) all contracts, agreements, commitments, purchase orders or other understandings or arrangements to which the Seller Company or any of the Subsidiaries is a party or by which the Seller Company or any of its the Subsidiaries or any of their property is bound which (A) involve payments or receipts by the Seller Company or any of the Subsidiaries of more than $2,000 100,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) which may materially adversely affect the condition (financial or otherwise) or the properties, assets, business or prospects of the SellerCompany or any of the Subsidiaries; (iv4) all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which the Seller Company or any of the Subsidiaries is a party or by which the Seller Company or any of its the Subsidiaries or any of their property is bound; (v5) all agency, distributor, sales representative and representative, franchise or similar agreements to which the Seller Company or any of the Subsidiaries is a partyparty or by which the Company or any of the Subsidiaries or any of their property is bound; (vi6) all contracts, agreements or other understandings or arrangements between the Seller Company and any stockholder or Affiliate of the SellerSubsidiaries (including, but not limited to, any tax sharing arrangements) or between the Company and any of the Stockholders or their affiliates; (vii7) all leases, whether operating, capital or otherwise, under which the Seller Company or any of the Subsidiaries is lessor or lesseelessee (except personal property leases each of which obligates the Company or any Subsidiary to make payments of less than $10,000 in any twelve (12) month period and which, in the aggregate, obligate the Company or any Subsidiary to make payments of less than $10,000 in any 12-month period); (8) all contracts, agreements or other understandings or arrangements between the Company or any Subsidiary, on the one hand, and the lessor of any property pursuant to any lease or affiliate thereof, on the other hand, including, without limitation, all agreements pursuant to which any such lessor or affiliate thereof provides services to the Company or any Subsidiary ("Ancillary Services Agreements"); (9) all contracts, agreements and other documents or information relating to past disposal of waste (whether or not hazardous); (10) all contracts, agreements or other arrangements imposing a non-competition or non-solicitation obligation on the Company or any of its Subsidiaries; (11) all agreements currently in effect with any third party payor, including, without limitation, any health maintenance organization or health insurer; (12) all agreements or commitments for capital expenditures in excess of $50,000 for any single project; (13) any indemnity arrangement or undertaking arising in connection with any sale or disposition of assets (other than sales of assets in the ordinary course of business); (14) all contracts entered into outside the ordinary course of business; and (viii15) any other material agreement agreements or contract contracts entered into by the SellerCompany or any of the Subsidiaries. (b) Except as set forth on Schedule 2.16 attached hereto: (i1) each Contract is a valid and binding agreement of the SellerCompany or the relevant Subsidiary, enforceable against the Seller Company or the relevant Subsidiary in accordance with its terms, and the Seller Company or the relevant Subsidiary does not have any knowledge that any Contract is not a valid and binding agreement of the other parties thereto; (ii2) the Seller Company or the relevant Subsidiary has fulfilled all material obligations required pursuant to the Contracts to have been performed by the Seller Company or the relevant Subsidiary, as the case may be, on its part prior to the date hereof, and the Seller Company or the relevant Subsidiary, as the case may be, has no reason to believe that it will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof; (iii3) the Seller Company or the relevant Subsidiary is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto;; and (iv4) to the best knowledge of the SellerCompany, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto; (v) the Seller is not restricted by any Contract from carrying on its business anywhere in the world; and (vi) the Seller has no written or oral Contracts to sell products or perform services which are expected to be performed at, or to result in, a loss. (c) Except as set forth on Schedule 2.3 or Schedule 2.16, the continuation, validity and effectiveness of each Contract will not be affected by the transfer thereof to Buyer under this Agreement and all such Contracts are assignable to Buyer without a consent. (d) True, correct and complete copies of all Contracts have previously been delivered by the Seller Company or the Stockholders to the BuyerBuyers.

Contracts and Commitments. (a) Schedule 2.16 attached hereto contains a true, complete and correct list and description of the following contracts and agreements, whether written or oral (collectively, the "Contracts"): (i) all loan agreements, indentures, mortgages and guaranties to which the Seller is a party or by which the Seller or any of its property is bound; (ii) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements relating to any of the Assets to which the Seller is a party or by which the Seller or any of its property is bound; (iii) all contracts, agreements, commitments, purchase orders or other understandings or arrangements to which the Seller is a party or by which the Seller or any of its property is bound which (A) involve payments or receipts by the Seller of more than $2,000 10,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) which may materially adversely affect the condition (financial or otherwise) or the properties, assets, business or prospects of the Seller; (iv) all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans agreements and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments plans to which the Seller is a party or by which the Seller or any of its property is bound; (v) all agency, distributor, sales representative and similar agreements to which the Seller is a party; (vi) all contracts, agreements or other understandings or arrangements between the Seller and any stockholder or Affiliate of the Seller; (vii) all leases, whether operating, capital or otherwise, under which the Seller is lessor or lessee; (viii) all contracts, agreements and other documents or information relating to past disposal of waste (whether or not hazardous); (ix) all contracts, agreements, licenses, commitments, purchase orders or other understandings to which the Seller is a party obligated to or pursuant to which the Seller (A) is otherwise obligated to perform maintenance services in connection with the Seller's products for (i) a period in excess of one year subsequent to the Closing Date or (ii) nominal or no consideration or (B) has licensed its products for nominal or no consideration; and (viiix) any other material agreement or contract entered into by the Seller. (b) Except as set forth on Schedule 2.16 attached hereto: (i) each Contract is a valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, and the Seller does not have any knowledge that any Contract is not a valid and binding agreement of the other parties thereto; (ii) the Seller has fulfilled all material obligations required pursuant to the Contracts to have been performed by the Seller on its part prior to the date hereof, and the Seller has no reason to believe that it the Seller will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof; (iii) the Seller is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge charge, security interest or encumbrance, encumbrance thereunder or pursuant thereto; (iv) to the best knowledge of the Seller, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge charge, security interest or encumbrance thereunder or pursuant thereto;; and (v) the Seller is not restricted by any Contract from carrying on its business anywhere in the world; and (vi) the Seller has no written or oral Contracts to sell products or perform services which are expected to be performed at, or to result in, a loss. (c) Except as set forth on Schedule 2.3 or Schedule 2.16, the continuation, validity and effectiveness of each Contract will not be affected by the transfer thereof to Buyer under this Agreement and all such Contracts are assignable to Buyer without a consent. (d) True, correct and complete copies of all Contracts have previously been delivered by the Seller to the Buyer.

Contracts and Commitments. (a) Schedule 2.16 2.13 attached hereto contains a ------------- true, complete and correct list and description of the following contracts and agreements, whether written or oral oral, to the extent that the Seller is a party to any such contract or agreement (collectively, the "Contracts"): (i) all loan agreements, indentures, mortgages and guaranties to which the Seller is a party or by which the Seller or any of its property is bound; (ii) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements relating to any of the Assets to which the Seller is a party or by which the Seller or any of its property is bound; (iii) all contracts, agreements, commitments, purchase orders or other understandings or arrangements to which the Seller is a party or by which the Seller or any of its property is bound which (A) involve payments or receipts by the Seller of more than $2,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) which may materially adversely affect the condition (financial or otherwise) or the properties, assets, business or prospects of the Sellerbound; (iv) all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which the Seller is a party or by which the Seller or any of its property is bound; (v) all agency, distributor, sales representative and similar agreements to which the Seller is a party; (vi) all contracts, agreements or other understandings or arrangements between the Seller any stockholder or Affiliate of the Seller; (vii) all leases, whether operating, capital or otherwise, under which the Seller is lessor or lessee; and (viii) any other material agreement or contract entered into by the Seller.; (b) Except as set forth on Schedule 2.16 2.13 ------------- attached hereto: (i) each Contract is a valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, and the Seller does not have any knowledge that any Contract is not a valid and binding agreement of the other parties thereto; (ii) the Seller has fulfilled all material obligations required pursuant to the Contracts to have been performed by the Seller on its part prior to the date hereof, and the Seller has no reason to believe that that, but for the consummation of the transactions contemplated by this Agreement, it will would not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof; (iii) the Seller is not in material breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto; (iv) to the best knowledge of the Seller, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto; (v) the Seller is not restricted by any Contract from carrying on its business anywhere in the world; and (vi) the Seller has no written or oral Contracts to sell products or perform services which are expected to be performed at, or to result in, a loss. (c) Except as set forth on Schedule 2.3 2.2 or ------------ Schedule 2.162.13, the continuation, validity and effectiveness of each Contract ------------- will not be affected by the transfer thereof to Buyer under this Agreement and all such Contracts are assignable to Buyer without a third-party consent. (d) True, correct and complete copies of all Contracts have previously been delivered by the Seller to the Buyer.

Contracts and Commitments. (a) Schedule 2.16 SCHEDULE 3.14(a) attached hereto contains a true, complete and correct list and description of the following contracts and agreements, including all amendments, modifications and supplements thereto, whether written or oral (collectively, the "ContractsCONTRACTS", which term does not include Leases): (i) all loan agreements, indentures, mortgages and guaranties or other documents evidencing or creating liability or indebtedness for borrowed money to which the Seller Company or any of the Subsidiaries is a party or by which the Seller Company or any of its the Subsidiaries or any of their property is bound; (ii) all pledges, conditional sale or title retention agreements, security agreements, equipment lease obligations, personal property leases and lease purchase agreements relating to which the Company or any of the Assets to which the Seller Subsidiaries is a party or by which the Seller Company or any of its the Subsidiaries or any of their property is bound; (iii) all contracts, agreements, commitments, agreements and purchase orders or other understandings or arrangements to which the Seller Company or any of the Subsidiaries is a party or by which the Seller Company or any of its the Subsidiaries or any of their property is bound that are not terminable within sixty (60) days (or less) prior notice and without payment of any termination fee or penalty or any amounts due at termination in excess of $25,000, which (A) involve payments or receipts by the Seller Company or any of the Subsidiaries within any year of more than $2,000 10,000 in the case of any single contract, agreement, commitment, understanding agreement or arrangement purchase order under which full performance (including payment) has not been rendered by all parties thereto or (B) which may materially adversely affect the condition (financial or otherwise) or the properties, assets, business or prospects of the SellerCompany or any of the Subsidiaries; (iv) all collective bargaining agreements, employment and consulting agreements, severance agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which the Seller Company or any of the Subsidiaries is a party or by which the Seller Company or any of its the Subsidiaries or any of their property is bound; (v) all agency, distributor, sales representative and similar agreements to which the Seller is a party; (vi) all contracts, agreements or other understandings or arrangements between the Seller any stockholder or Affiliate of the Seller; (vii) all leases, whether operating, capital or otherwise, under which the Seller Company or any of the Subsidiaries is lessor or lesseelessee which involve payments or receipts of more than $5,000 per year in the case of any single lease; (vi) partnership agreements and joint venture agreements to which the Company or any Subsidiary is a party; (vii) agreements granting to any third party a first-refusal, first-offer or other right to purchase or acquire any of the Properties; (viii) agreements materially limiting or restricting the ability of the Company or any Subsidiary or, to the Company's and Stockholder's knowledge, any employee of the Company or any Subsidiary, to enter into or engage in any market or line of business; (ix) agreements with federal, state, local, regulatory or other governmental entity; (x) agreements containing a provision to indemnify any person or entity or assume any tax, environmental or other liability (other than the various purchase and sale agreements pursuant to which the Properties were acquired); and (viiixi) any other material agreement or contract entered to enter into by any of the Sellerforegoing. (b) True and complete copies of the contracts and agreements disclosed pursuant to SECTION 3.14(a) hereof and the memberships disclosed pursuant to SECTION 3.14(d) have been made available to the Buyer. (c) Except as set forth on Schedule 2.16 attached hereto:SCHEDULE 3.14(a): (i) each Contract is a valid and binding agreement of the SellerCompany or the relevant Subsidiary, enforceable against the Seller Company or the relevant Subsidiary in accordance with its termsterms and, and the Seller does not have any knowledge that any Contract to Stockholder's knowledge, is not a valid and binding agreement of on the other parties thereto;thereto and in full force and effect in accordance with its respective terms; and (ii) the Seller has fulfilled all material obligations required pursuant to Company or the Contracts to have been performed by the Seller on its part prior to the date hereof, and the Seller has no reason to believe that it will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof; (iii) the Seller relevant Subsidiary is not in breach of or default under any Contract, which default could have a material effect on the conduct of the business of the Company or the relevant Subsidiary and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto; (iv) to the best knowledge of the SellerCompany's and Stockholder's knowledge, there no other party thereto is no existing in breach thereof or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto; (v) the Seller is not restricted by any Contract from carrying on its business anywhere in the world; and (vi) the Seller has no written or oral Contracts to sell products or perform services which are expected to be performed at, or to result in, a loss. (c) Except as set forth on Schedule 2.3 or Schedule 2.16, the continuation, validity and effectiveness of each Contract will not be affected by the transfer thereof to Buyer under this Agreement and all such Contracts are assignable to Buyer without a consentthereunder. (d) TrueAs of the date hereof, correct and complete copies there are no membership contracts, licenses, rights to use or other agreements in effect with respect to any of all Contracts have previously been delivered the golf courses operated by the Seller Company or the Subsidiaries on any of the Real Estate or Leased Real Property (a "GOLF COURSE") to any party, other than the Buyermemberships described on SCHEDULE 3.14(d) (the "MEMBERSHIPS") and the events identified on SCHEDULE 3.14(e); and (e) SCHEDULE 3.14(e) sets forth all tournaments, banquets or similar events which, pursuant to a contract or otherwise, are scheduled to be held at any of the Golf Courses after the scheduled Closing Date, the proposed date of each such event and the amount of any deposit made with respect to such event. (f) SCHEDULE 3.14(f) sets forth all agreements referenced in the Partnership Agreement (as defined in SECTION 7.07(m) hereof) which remain in force or effect as of the date hereof.

Contracts and Commitments. (a) Schedule 2.16 2.13(a) attached hereto contains a true, complete and correct list and description of the following contracts and agreements, whether written or oral oral, which relate to the Business and which are to be assigned from the Seller to the Buyer at Closing (collectively, the "Contracts"): (i) all material loan agreements, indentures, mortgages and guaranties to which the Seller is a party or by which the Seller or any of its property is bound; (ii) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements relating to any of the Assets to which the Seller is a party or by which the Seller or any of its property is bound; (iii) all contracts, agreements, commitments, purchase orders (other than merchandise deliveries to customers in the normal course of business upon standard terms) or other understandings or arrangements to which the Seller is a party or by which the Seller or any of its their respective property is bound which (A) involve payments or receipts by the Seller any of them of more than $2,000 5,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) which may materially adversely affect the condition (financial or otherwise) or the properties, assetsAssets, business or prospects of the SellerBusiness; (iv) all collective bargaining agreements, employment and consulting agreements, non-competition agreements, trust agreements, executive compensation plans, bonus bonus, 401(k), or profit-sharing plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, memoranda of understanding, arrangements or commitments to which the Seller is a party or by which the Seller or any of its property is bound; (v) all agency, distributor, sales representative and similar agreements to which the Seller is a party; (vi) all material contracts, agreements or other understandings or arrangements arrangements, whether written or oral, between the Seller and any stockholder shareholder, employee, officer or Affiliate director of the SellerSeller which may affect the Business as conducted as of and prior to the date hereof or the Assets; (vii) all leases, whether operating, capital or otherwise, under which the Seller is lessor or lessee; (viii) all contracts, agreements and other documents or information relating to past disposal of waste (whether or not hazardous) which are available; (ix) all return policies and product warranties relating to products or goods manufactured or distributed by the Business as the same are currently in effect or may have been in effect from time to time since June 30, 1997, as well as any exception to such policies, all cooperative advertising arrangements and all rebate, discount or allowance arrangements; (x) all contracts related to operation, maintenance or management of the leased facilities under any Leases (the "Leased Premises") other than immaterial contracts which do not constitute a part of Assumed Liabilities; and (viiixi) any licensing agreements, franchise agreements and other material agreement or contract entered into by the Seller. (b) Except as set forth on Schedule 2.16 2.13(b) attached hereto: (i) each Contract is a valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, and the Seller does not have any has no knowledge that any Contract is not a valid and binding agreement of the other parties thereto;: (ii) the Seller has fulfilled all material obligations required pursuant to the Contracts to have been performed by the Seller on its part it prior to the date hereof, and the Seller has no reason to believe that it will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereofhereof to the Closing; (iii) the Seller is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto;thereto (an "Inchoate Default"); and (iv) to the best knowledge of the Seller, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto; (v) the Seller is not restricted by any Contract from carrying on its business anywhere in the world; and (vi) the Seller has no written or oral Contracts to sell products or perform services which are expected to be performed at, or to result in, a lossInchoate Default. (c) Except as set forth on Schedule 2.3 or Schedule 2.162.13(b), the continuation, validity and effectiveness of each Contract will would not be affected by the transfer thereof to Buyer under this Agreement and all such Contracts are assignable to Buyer without a consent. (d) True, correct and complete copies of all Contracts have previously been of the foregoing contracts and agreements (other than all unfilled purchase orders and all unfilled customer orders), including but not limited to the Contracts, and a list of all unfilled purchase orders and all unfilled customer orders, shall be delivered by the Seller to the BuyerBuyer within five days of the date hereof other than Contracts which will be terminated as of the Closing.

Contracts and Commitments. (a) Schedule 2.16 3.16 attached hereto contains a true, complete ------------- and correct list and description of the following contracts and agreements, whether written or oral (collectively, the "Contracts"): (i) all loan agreements, indentures, mortgages and guaranties to which the Seller Vista is a party or by which the Seller Vista or any of its property is bound; (ii) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements relating to any of the Assets to which the Seller Vista is a party or by which the Seller Vista or any of its property is bound; (iii) all contracts, agreements, commitments, purchase orders or other understandings or arrangements to which the Seller Vista is a party or by which the Seller Vista or any of its property is bound which (A) involve payments or receipts by the Seller Vista of more than $2,000 500 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including including, without limitation, payment) has not been rendered by all parties thereto or (B) which may materially adversely affect the condition (financial or otherwise) or the properties, assets, business or prospects of the SellerVista; (iv) all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which the Seller Vista is a party or by which the Seller Vista or any of its property is bound; (v) all agency, distributor, sales representative and representative, franchise or similar agreements to which the Seller Vista is a partyparty or by which Vista or any of its property is bound; (vi) all contracts, agreements or other understandings or arrangements between the Seller Vista and any stockholder or Affiliate of the SellerStockholders or their affiliates; (vii) all leases, whether operating, capital or otherwise, under which the Seller Vista is lessor or lessee; (viii) all contracts, agreements and other documents or information relating to past disposal of waste (whether or not hazardous), and sales of steel scrap, prototypes, tools and dies; (ix) all contracts, agreements or other arrangements imposing a non-competition or non-solicitation obligation on Vista; and (viiix) any other material agreement agreements or contract contracts entered into by the SellerVista. (b) Except as set forth on Schedule 2.16 attached hereto: (i) each Contract is a valid and binding agreement of the SellerVista, enforceable against the Seller Vista in accordance with its terms, and the Seller does not have neither Vista nor any Stockholder has any knowledge that any Contract is not a valid and binding agreement of the other parties thereto; (ii) the Seller Vista has fulfilled all material obligations required pursuant to the Contracts to have been performed by the Seller Vista on its part prior to the date hereofhereof or prior to the Effective Date, as appropriate, and the Seller Vista has no reason to believe that it will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof; (iii) the Seller Vista is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto; (iv) to the best knowledge of Vista or any of the SellerStockholders, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto; (v) the Seller there are not and, since June 30, 1995, have not been, any claims of a non-routine nature relating to Vista by customers of Vista under any warranties, whether express or implied; (vi) Vista is not restricted by any Contract from carrying on its business anywhere in the world; and (vivii) the Seller Vista has no written or oral Contracts contracts to sell products or perform services which are expected to be performed at, or to result in, a loss. (c) Except as set forth Vista has not been suspended or debarred from bidding on Schedule 2.3 contracts or Schedule 2.16, subcontracts with any governmental entity; no such suspension or debarment has been threatened or initiated; and the continuation, validity and effectiveness consummation of each Contract will not be affected the transactions contemplated by the transfer thereof to Buyer under this Agreement and all Plan of Merger will not result in any such Contracts are assignable suspension or debarment of Vista or Peritus (assuming that no such suspension or debarment will result solely from the identity of Peritus). Except as described on Schedule 3.16, Vista has not been and is not now being audited ------------- or investigated by the United States Government Accounting Office, the United States Department of Defense or any of its agencies, the Defense Contract Audit Agency, the contracting or auditing function of any other governmental entity with which Vista is contracting, the United States Department of Justice, the Inspector General of any United States governmental entity, or any prime contractor with a governmental entity; nor, to Buyer without the best knowledge of Vista or any Stockholder, has any such audit or investigation been threatened. To the best knowledge of Vista or any Stockholder, except as described on Schedule -------- 3.16, there is no valid basis for (i) the suspension or debarment of Vista from ---- bidding on contracts or subcontracts with any governmental entity or (ii) any claim (including any claim for a consentreturn of funds to the government) pursuant to an audit or investigation by any of the entities named in the foregoing sentence. Vista has no agreements, contracts or commitments which require it to obtain or maintain a security clearance with any governmental entity. (d) To the best knowledge of Vista or any Stockholder no basis exists for any of the following with respect to any of Vista's contracts or subcontracts with any governmental entity: (i) a Termination for Default (as provided in 48 C.F.R. Ch. 1 (S)(S)52.249-8, 52.249-9 or similar sections), (ii) a Termination for Convenience (as provided in 48 C.F.R. Ch. 1 (S)(S)52.249-1, 52.249-2 or similar sections), or (iii) a Stop Work Order (as defined in 48 C.F.R. Ch. (S)52.212-13 or similar sections); and neither Vista nor any Stockholder has any reason to believe that funding may not be provided under any contract or subcontract of Vista with any governmental entity in the upcoming federal fiscal year. (e) True, correct and complete copies of all Contracts have previously been delivered by the Seller Vista to the BuyerPeritus.

Contracts and Commitments. (a) Schedule 2.16 2.14(a) attached hereto contains a true, --------------- complete and correct list and description of the following contracts and agreements, whether written or oral oral, which are related to the Business (collectively, the "Contracts"): (i) all loan agreements, indentures, mortgages and guaranties to which the Seller is a party or by which the Seller or any of its property is bound; (ii) all pledges, conditional sale or title retention agreements, security agreements (including but not limited to maintenance agreements), equipment leases and other equipment obligations, other personal property leases and lease purchase agreements relating to any of the Assets to which the Seller Company is a party or by which the Seller Company or any of its property is bound, and all material leases of personal property, whether operating, capital or otherwise, under which the Company is lessor or lessee; (iiiii) all contracts, agreements, commitments, purchase orders or other understandings or arrangements to which the Seller Company is a party or by which the Seller Company or any of its property is bound which (A) either involve payments or receipts by the Seller Company of more than $2,000 25,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto thereto, or (B) which may materially adversely affect effect the condition (financial or otherwise) or the properties, assets, business or prospects of the SellerCompany; (iviii) all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which the Seller Company is a party or by which the Seller or any of its property is boundparty; (viv) all agency, distributor, sales representative and representative, franchise or similar agreements to which the Seller Company is a party; (viv) all contracts, agreements or other understandings or arrangements between the Seller Company and any stockholder of its affiliates (as such term is defined in the Securities Act of 1933 and the regulations promulgated thereunder); (vi) all contracts, agreements and other documents or Affiliate information relating to past disposal of the Sellerwaste (whether or not hazardous); (vii) all leases, whether operating, capital or otherwise, under agreements pursuant to which the Seller Company or its subsidiaries is lessor an end user licensee of commercially available software programs generally available to the public (including without limitation both so-called "shrinkwrap" software and enterprise software) that are in no way a component of or lessee; andincorporated in any of the Company's or any of its subsidiaries' products that are included in the Business ("Commercial Software Rights"); (viii) any other material agreement agreements or contract contracts entered into by the SellerCompany; (ix) all contracts, agreements and other understandings or arrangements pursuant to which the Company has rights or obligations related both to the Business and the Electronic Commerce Business (the "Shared Contracts"). (b) Except as set forth on Schedule 2.16 attached hereto:2.14(b): ---------------- (i) each Contract that is included in the Assumed Liabilities (each an "Assumed Contract" and, collectively, the "Assumed Contracts") is a valid and binding agreement of the SellerCompany, enforceable against the Seller Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally, and equitable principles, and the Seller does not have any Company has no knowledge that any material Assumed Contract is not a valid and binding agreement of the other parties thereto; (ii) the Seller Company has fulfilled all material obligations required pursuant to the Assumed Contracts to have been performed by the Seller Company on its part prior to the date hereof, and the Seller Company has no reason to believe that it will not be able to fulfill, when due, all of its obligations under the Assumed Contracts which remain to be performed after the date hereofhereof to the extent required to be performed prior to the Closing Date ; (iii) the Seller Company is not in material breach of or material default under any Assumed Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a material breach or material default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, encumbrance thereunder or pursuant thereto; (iv) to the best knowledge of the SellerCompany, there is no existing material breach or default by any other party to any Contract, Assumed Contract and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto; (v) the Seller Company is not restricted by any Assumed Contract from carrying on its business the Business anywhere in the world; and (vi) the Seller Company has no written or oral Assumed Contracts to sell products or perform services for the Business which are expected to be performed at, or to result in, a loss. (c) Except as set forth on Schedule 2.3 2.2 or Schedule 2.162.14(b), ------------ ---------------- the continuation, validity and effectiveness of each Contract Assumed Contract, will not be affected by the transfer thereof to the Buyer under this Agreement and all such Assumed Contracts are assignable to the Buyer without a consent. (d) True, . True and correct and complete copies of all Contracts each Assumed Contract have previously been delivered by the Seller provided to the Buyer.

Contracts and Commitments. (a) Schedule 2.16 attached hereto 5.10 contains a true, complete and correct list and description of the following written contracts and agreements, whether written or oral agreements (collectively, the "ECP Material Contracts"): (i) all loan agreements, indentures, mortgages and guaranties to which the Seller is a party or by which the Seller or any of its property is bound; (ii) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements relating to any of the Assets to which the Seller is a party or by which the Seller or any of its property is bound; (iii) all contracts, agreements, commitments, purchase orders or other understandings or arrangements to which the Seller ECP is a party or by which the Seller ECP or any of its property properties is bound which (A) involve payments or receipts by the Seller ECP of more than $2,000 US$5,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) which may materially adversely affect the condition (financial or otherwise) or the properties, assets, business or prospects of the Sellerthereto; (ivii) all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which the Seller ECP is a party or by which the Seller ECP or any of its property properties is bound;; and (viii) all agency, distributor, sales representative and similar agreements to which the Seller is a party; (vi) all contracts, agreements or other understandings or arrangements between the Seller any stockholder or Affiliate of the Seller; (vii) all material leases, whether operating, capital or otherwise, under which the Seller ECP is lessor or lessee; and (viii) any other material agreement or contract entered into by the Seller. (b) Except as set forth on Schedule 2.16 attached heretoECP has no other material agreements and commitments, including, to the extent material, but not limited to: (i) each Contract pledges, conditional sale or title retention agreements, security agreements, equipment obligations, and lease agreements relating to any of ECP's assets to which ECP is a valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, and the Seller does not have any knowledge that any Contract party or by which ECP is not a valid and binding agreement of the other parties theretobound; (ii) contracts, agreements, commitments, purchase orders or other understandings or arrangements involving payment by ECP of US$5,000 or more and relating to ECP's business or assets to which ECP is a party or by which ECP is bound under which full performance (including payment) has not been rendered by all parties thereto, or which may materially adversely affect the Seller has fulfilled all material obligations required pursuant to the Contracts to have been performed by the Seller on its part prior to the date hereof, and the Seller has no reason to believe that it will not be able to fulfill, when due, all financial condition of its obligations under the Contracts which remain to be performed after the date hereofbusiness; (iii) distribution agreements, agency agreements, franchises or similar agreements to which ECP is a party or by which they are bound affecting its business; (iv) contracts under which full performance (including payment) has not been rendered by ECP with any stockholder, current or former director, any lessor connected with a stockholder or current or former director, employee, consultant, agent, representative or security holder, including any employment, consulting or deferred compensation agreement and any executive compensation, bonus or incentive plan agreement; (v) contracts for the Seller purchase, sale, lease of materials, supplies, equipment or capital assets, or the receipt of services by ECP, (i) the performance of which will extend over a period of more than one year and involve consideration in excess of US$5,000 (excluding contracts that may be terminated without penalty on notice of 90 days or less), or (ii) involve consideration in excess of US$5,000; or (vi) contracts of guarantee and indemnification. (c) Except as disclosed on Schedule 5.10, ECP is not in breach of or default in any material respect under any ECP Material Contract, and no event has occurred which with the passage of time or giving of which, after notice or both lapse of time, or both, would constitute such a default, result in a loss of material rights or result in the creation of any material lien, charge or encumbrance, thereunder or pursuant thereto; (iv) under any such contract, and to the best knowledge Knowledge of the Seller, (x) there is no existing breach or material default by any other party to any Contractsuch contract, and (y) no event has occurred which with the passage of time or giving of after notice or both lapse of time, or both, would constitute a material default by such other party, result in a loss of material rights or result in the creation of any material lien, charge or encumbrance thereunder or pursuant thereto; (v) the Seller is not restricted by encumbrance, under any Contract from carrying on its business anywhere in the world; and (vi) the Seller has no written or oral Contracts to sell products or perform services which are expected to be performed at, or to result in, a losssuch contract. (c) Except as set forth on Schedule 2.3 or Schedule 2.16, the continuation, validity and effectiveness of each Contract will not be affected by the transfer thereof to Buyer under this Agreement and all such Contracts are assignable to Buyer without a consent. (d) True, correct and complete copies of all Contracts have previously been delivered by the Seller to the Buyer.