Common use of Contracts and Other Agreements Clause in Contracts

Contracts and Other Agreements. (a) Neither the Company nor any Company Subsidiary is a party to or bound by, and neither they nor their properties are subject to, any contract or other agreement required to be disclosed in a Form 10-KSB, Form 10-QSB or Form 8-K of the SEC, which is not so disclosed. All of such contracts and other agreements and all of the contracts required to be set forth in Section 2.11 of the Company Disclosure Schedule (“Company Material Contracts”) are valid, subsisting, in full force and effect, binding upon the Company or the Company Subsidiary party thereto, and, to the knowledge of the Company, binding upon the other parties thereto in accordance with their terms, except for such failures to be valid and binding or to be in full force and effect which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. There is no default under any Company Material Contract by the Company or any of the Company Subsidiaries and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or any Company Subsidiaries, in each case except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Correct and complete copies of the Company Material Contracts have been previously provided to Parent. (b) Section 2.11(b) of the Company Disclosure Schedule sets forth a list of the following contracts and other agreements to which the Company or any Company Subsidiary is a party or by or to which they or their assets or properties are bound or subject: (i) any agreement (A) relating to a joint venture, partnership or other arrangement involving a sharing of profits, losses, costs or liabilities with another person or entity, (B) providing for the payment or receipt by the Company or a Company Subsidiary of milestone payments or royalties, or (C) that individually requires aggregate expenditures by the Company and/or any Company Subsidiary in any one year of more than $50,000; (ii) any indenture, trust agreement, loan agreement or note that involves or evidences outstanding indebtedness, obligations or liabilities for borrowed money in excess of $50,000; (iii) any agreement of surety, guarantee or indemnification that involves potential obligations in excess of $50,000; (iv) any agreement that limits or restricts the Company or any Company Subsidiary (or which, following the consummation of the Merger, could materially restrict the ability of the Surviving Corporation) to compete in any business or with any person or in any geographic area except for and any such Material Contract that may be canceled without any penalty or other liability to the Company or any of the Company Subsidiaries upon notice of 30 days or less; (v) any interest rate, equity or other swap or derivative instrument; or (vi) any agreement obligating the Company to register securities under the Securities Act. (c) Except as disclosed on Section 2.11(c) of the Company Disclosure Schedule, no executive officer or director of the Company has (whether directly or indirectly through another entity in which such person has a material interest, other than as the holder of less than 1% of a class of securities of a publicly traded company) has any interest in any contract or property (real or personal, tangible or intangible), used in, or pertaining to the business of the Company which interest would be required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated by the SEC.

Contracts and Other Agreements. (a) Neither the Company Parent nor any Company Parent Subsidiary is a party to or bound by, and neither they nor their properties are subject to, any contract or other agreement required to be disclosed in a Form 10-KSB, Form 10-QSB or Form 8-K of the SEC, which is not so disclosed. All of such contracts and other agreements and all of the contracts required to be set forth in Section 2.11 3.11 of the Company Parent Disclosure Schedule (“Company Parent Material Contracts”) are valid, subsisting, in full force and effect, binding upon the Company Parent or the Company Parent Subsidiary party thereto, and, to the knowledge of the CompanyParent, binding upon the other parties thereto in accordance with their terms, except for such failures to be valid and binding or to be in full force and effect which would not, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect. There is no default under any Company Parent Material Contract by the Company Parent or any of the Company Parent Subsidiaries and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company Parent or any Company Parent Subsidiaries, in each case except as would not, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect. Correct and complete copies of the Company Parent Material Contracts have been previously provided to Parentthe Company. (b) Section 2.11(b3.11(b) of the Company Parent Disclosure Schedule sets forth a list of the following contracts and other agreements to which the Company Parent or any Company Parent Subsidiary is a party or by or to which they or their assets or properties are bound or subject: (i) any agreement (A) relating to a joint venture, partnership or other arrangement involving a sharing of profits, losses, costs or liabilities with another person or entity, (B) providing for the payment or receipt by the Company Parent or a Company Parent Subsidiary of milestone payments or royalties, or (C) that individually requires aggregate expenditures by the Company Parent and/or any Company Parent Subsidiary in any one year of more than $50,000100,000; (ii) any indenture, trust agreement, loan agreement or note that involves or evidences outstanding indebtedness, obligations or liabilities for borrowed money in excess of $50,000100,000; (iii) any agreement of surety, guarantee or indemnification that involves potential obligations in excess of $50,000100,000; (iv) any agreement that limits or restricts the Company Parent or any Company Parent Subsidiary (or which, following the consummation of the Merger, could materially restrict the ability of the Surviving Corporation) to compete in any business or with any person or in any geographic area except for and any such Material Contract that may be canceled without any penalty or other liability to the Company Parent or any of the Company Parent Subsidiaries upon notice of 30 days or less; (v) any interest rate, equity or other swap or derivative instrument; or (vi) any agreement obligating the Company Parent to register securities under the Securities Act. (c) Except as disclosed on Section 2.11(c3.11(c) of the Company Parent Disclosure Schedule, no executive officer or director of the Company Parent has (whether directly or indirectly through another entity in which such person has a material interest, other than as the holder of less than 1% of a class of securities of a publicly traded company) has any interest in any contract or property (real or personal, tangible or intangible), used in, or pertaining to the business of the Company Parent which interest would be required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated by the SEC.

Contracts and Other Agreements. (a) Neither Except as set forth in Section 4.08 of the Company Disclosure Schedule, as of the date of this Agreement, neither the Company nor any Company Subsidiary is a party to or bound by, and neither they nor their properties are subject to, any of the following (each, a "Material Contract"): (i) any contract ----------------- or other agreement required to be disclosed in a Form 10-KSBK, Form 10-QSB Q or Form 8-K of the SEC, SEC which is not so discloseddisclosed in the Company 10-K or in any quarterly report on Form 10-Q or current report on Form 8-K filed by the Company since June 30, 1999, (ii) any written management, compensation, employment or other contract entered into with any executive officer or director of the Company or a Company Subsidiary, (iii) any contract or agreement under which the Company or a Company Subsidiary has any outstanding indebtedness, obligation or liability for borrowed money or the deferred purchase price of property or has the right or obligation to incur any such indebtedness, obligation or liability, in each case in an amount greater than $500,000 individually or $1,000,000 in the aggregate; (iv) any noncompete agreement to which the Company or any Company Subsidiary is a party which (A) imposes material restrictions on the Company or any Company Subsidiary or (B) was entered into by the Company or such Company Subsidiary in the last seven (7) years; (v) any partnership or joint venture agreement which is material to the conduct of the Company's or a Company Subsidiary's business; (vi) any agreement under which the Company or a Company Subsidiary has agreed to indemnify any other party in an amount that would reasonably be expected to be greater than $500,000; and (vii) any agreement relating to material business acquisitions or dispositions, including any separate tax or indemnification agreements. All of such contracts and other agreements and all of the contracts required to be set forth in Section 2.11 of the Company Disclosure Schedule (“Company Material Contracts”) Contracts are valid, subsisting, in full force and effecteffect in all material respects, binding upon the Company or the applicable Company Subsidiary party theretoin all material respects, and, to the knowledge of the Company, binding upon the other parties thereto in accordance with their terms, and the Company and the Company Subsidiaries are not in default under any of them, nor does any condition exist that with notice or lapse of time or both would constitute a default thereunder except for any such failures to be valid and binding or to be in full force and effect which would not, defaults that individually or in the aggregate, aggregate would not reasonably be expected to have a Company Material Adverse Effect. There is no default under any Company Material Contract by the Company or any of the Company Subsidiaries and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or any Company Subsidiaries, in each case except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Correct and complete copies of the Company Material Contracts have been previously provided to Parent. (b) Section 2.11(b) of the Company Disclosure Schedule sets forth a list of the following contracts and other agreements to which the Company or any Company Subsidiary is a party or by or to which they or their assets or properties are bound or subject: (i) any agreement (A) relating to a joint venture, partnership or other arrangement involving a sharing of profits, losses, costs or liabilities with another person or entity, (B) providing for the payment or receipt by the Company or a Company Subsidiary of milestone payments or royalties, or (C) that individually requires aggregate expenditures by the Company and/or any Company Subsidiary in any one year of more than $50,000; (ii) any indenture, trust agreement, loan agreement or note that involves or evidences outstanding indebtedness, obligations or liabilities for borrowed money in excess of $50,000; (iii) any agreement of surety, guarantee or indemnification that involves potential obligations in excess of $50,000; (iv) any agreement that limits or restricts the Company or any Company Subsidiary (or which, following the consummation of the Merger, could materially restrict the ability of the Surviving Corporation) to compete in any business or with any person or in any geographic area except for and any such Material Contract that may be canceled without any penalty or other liability to the Company or any of the Company Subsidiaries upon notice of 30 days or less; (v) any interest rate, equity or other swap or derivative instrument; or (vi) any agreement obligating the Company to register securities under the Securities Act. (c) Except as disclosed on set forth in Section 2.11(c) 4.08 of the Company Disclosure Schedule, to the Company's knowledge, no executive officer or director of the Company has (whether or a Company Subsidiary has, directly or indirectly (through another entity in which such person has a material interest, other than as the holder of less than 15% of a class of securities of a publicly traded company) has capital stock), any material interest in any contract property or property (real or personal, tangible or intangible), used in, or pertaining to the business assets of the Company which interest would be required (except as a stockholder) or a Company Subsidiary, any competitor, customer, supplier or agent of the Company or a Company Subsidiary or any person that is currently a party to be disclosed pursuant to Item 404(aany material contract or agreement with the Company or a Company Subsidiary. (c) The Company and each Company Subsidiary has good fee simple title to, or in the case of Regulation Sleased property and assets has valid leasehold interests in, all real property reflected on the balance sheet included in the Company 10-K promulgated by or acquired after June 30, 1999, except for properties sold since June 30, 1999 in the SECordinary course of business consistent with past practices and except for such imperfections in title and easements, if any, as are not material in character, amount or extent and do not materially detract from the value, or materially interfere with the present use of the property subject thereto or affected thereby or otherwise materially impair the Company's business operations. None of such property is subject to any lien, except (i) liens disclosed on the balance sheet included in the Company 10-K, (ii) liens for taxes not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on such balance sheet) or (iii) liens which do not materially detract from the value or materially interfere with any present use of such property or assets.

Contracts and Other Agreements. (a) Neither Except as set forth in Section 4.08 of the Company Disclosure Schedule, as of the date of this Agreement, neither the Company nor any Company Subsidiary is a party to or bound by, and neither they nor their properties are subject to, any of the following (each, a "Material Contract"): (i) any contract or other agreement required to be disclosed in a Form 10-KSBK, Form 10-QSB Q or Form 8-K of the SEC, SEC which is not so discloseddisclosed in the Company 10-K or in any quarterly report on Form 10-Q or current report on Form 8-K filed by the Company since June 30, 1999, (ii) any written management, compensation, employment or other contract entered into with any executive officer or director of the Company or a Company Subsidiary, (iii) any contract or agreement under which the Company or a Company Subsidiary has any outstanding indebtedness, obligation or liability for borrowed money or the deferred purchase price of property or has the right or obligation to incur any such indebtedness, obligation or liability, in each case in an amount greater than $500,000 individually or $1,000,000 in the aggregate; (iv) any noncompete agreement to which the Company or any Company Subsidiary is a party which (A) imposes material restrictions on the Company or any Company Subsidiary or (B) was entered into by the Company or such Company Subsidiary in the last seven (7) years; (v) any partnership or joint venture agreement which is material to the conduct of the Company's or a Company Subsidiary's business; (vi) any agreement under which the Company or a Company Subsidiary has agreed to indemnify any other party in an amount that would reasonably be expected to be greater than $500,000; and (vii) any agreement relating to material business acquisitions or dispositions, including any separate tax or indemnification agreements. All of such contracts and other agreements and all of the contracts required to be set forth in Section 2.11 of the Company Disclosure Schedule (“Company Material Contracts”) Contracts are valid, subsisting, in full force and effecteffect in all material respects, binding upon the Company or the applicable Company Subsidiary party theretoin all material respects, and, to the knowledge of the Company, binding upon the other parties thereto in accordance with their terms, and the Company and the Company Subsidiaries are not in default under any of them, nor does any condition exist that with notice or lapse of time or both would constitute a default thereunder except for any such failures to be valid and binding or to be in full force and effect which would not, defaults that individually or in the aggregate, aggregate would not reasonably be expected to have a Company Material Adverse Effect. There is no default under any Company Material Contract by the Company or any of the Company Subsidiaries and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or any Company Subsidiaries, in each case except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Correct and complete copies of the Company Material Contracts have been previously provided to Parent. (b) Section 2.11(b) of the Company Disclosure Schedule sets forth a list of the following contracts and other agreements to which the Company or any Company Subsidiary is a party or by or to which they or their assets or properties are bound or subject: (i) any agreement (A) relating to a joint venture, partnership or other arrangement involving a sharing of profits, losses, costs or liabilities with another person or entity, (B) providing for the payment or receipt by the Company or a Company Subsidiary of milestone payments or royalties, or (C) that individually requires aggregate expenditures by the Company and/or any Company Subsidiary in any one year of more than $50,000; (ii) any indenture, trust agreement, loan agreement or note that involves or evidences outstanding indebtedness, obligations or liabilities for borrowed money in excess of $50,000; (iii) any agreement of surety, guarantee or indemnification that involves potential obligations in excess of $50,000; (iv) any agreement that limits or restricts the Company or any Company Subsidiary (or which, following the consummation of the Merger, could materially restrict the ability of the Surviving Corporation) to compete in any business or with any person or in any geographic area except for and any such Material Contract that may be canceled without any penalty or other liability to the Company or any of the Company Subsidiaries upon notice of 30 days or less; (v) any interest rate, equity or other swap or derivative instrument; or (vi) any agreement obligating the Company to register securities under the Securities Act. (c) Except as disclosed on set forth in Section 2.11(c) 4.08 of the Company Disclosure Schedule, to the Company's knowledge, no executive officer or director of the Company has (whether or a Company Subsidiary has, directly or indirectly (through another entity in which such person has a material interest, other than as the holder of less than 15% of a class of securities of a publicly traded company) has capital stock), any material interest in any contract property or property (real or personal, tangible or intangible), used in, or pertaining to the business assets of the Company (except as a stockholder) or a Company Subsidiary, any competitor, customer, supplier or agent of the Company or a Company Subsidiary or any person that is currently a party to any material contract or agreement with the Company or a Company Subsidiary. (c) The Company and each Company Subsidiary has good fee simple title to, or in the case of leased property and assets has valid leasehold interests in, all real property reflected on the balance sheet included in the Company 10K or acquired after June 30, 1999, except for properties sold since June 30, 1999 in the ordinary course of business consistent with past practices and except for such imperfections in title and easements, if any, as are not material in character, amount or extent and do not materially detract from the value, or materially interfere with the present use of the property subject thereto or affected thereby or otherwise materially impair the Company's business operations. None of such property is subject to any lien, except (i) liens disclosed on the balance sheet included in the Company 10K, (ii) liens for taxes not yet due or being contested in good faith (and for which interest would be required to be disclosed pursuant to Item 404(aadequate accruals or reserves have been established on such balance sheet) or (iii) liens which do not materially detract from the value or materially interfere with any present use of Regulation S-K promulgated by the SECsuch property or assets.