Common use of Contracts and Other Agreements Clause in Contracts

Contracts and Other Agreements. (a) Section 4.16 of the Company Disclosure Schedule sets forth as of the date of this Agreement each contract and other agreement as described below (whether or not in writing) which is currently in effect (unless indicated otherwise below) to which the Company is a party or by or to which its assets or properties are bound: (i) contracts and other agreements with any current or former officer, director, employee, consultant, agent or other representative of the Company, other than pursuant to Plans described in Section 4.23 of the Company Disclosure Schedule; (ii) contracts and other agreements with any labor union or association representing any employee; (iii) contracts and other agreements for the purchase or sale of equipment or services, which involve the receipt or payment by the Company of an amount in excess of $2,000 per month (in the aggregate in the case of any related series of contracts and other agreements) other than the provision of research services; (iv) contracts and other agreements for the sale of any of the assets or properties of the Company or for the grant to any person of any preferential rights to purchase any of the assets or properties of the Company; (v) contracts and other agreements calling for an aggregate purchase price or payments in any one year of more than $10,000 payable by the Company in any one case (in the aggregate in the case of any related series of contracts and other agreements); (vi) contracts and other agreements, whether or not currently in effect, relating to the acquisition by the Company of any business entity of, or the disposition of any business entity involving the Company to, any other person; (vii) contracts relating to the disposition or acquisition of any investment in any person; (viii) joint venture and similar agreements; (ix) contracts and other agreements, whether or not currently in effect, under which the Company agreed to indemnify any party or to share tax liability of any party, which could involve the payment by the Company of an amount in excess of $10,000 (in the aggregate in the case of any related series of contracts or other agreements); (x) contracts and other agreements containing covenants of the Company, or, to the Company's knowledge, its officers, directors or employees, not to compete in or solicit employees in any line of business or with any person in any geographical area or covenants of any other person not to compete with or solicit employees from the Company in any line of business or in any geographical area; (xi) contracts and other agreements relating to the making of any loan or other extension of credit by the Company; (xii) contracts and other agreements relating to the borrowing of money by, or indebtedness of, the Company or the direct or indirect guaranty by the Company of any obligation or indebtedness of any other person or Governmental Entity (other than any accounts receivable or accounts payable of the Company), including, without limitation, any (a) agreement or arrangement relating to the maintenance of compensating balances, (b) agreement or arrangement with respect to lines of credit, (c) agreement to advance or supply funds to any other person other than in the ordinary course of business, (d) agreement to pay for property, products or services of any other person even if such property, products or services are not conveyed, delivered or rendered, (e) keep-well, make-whole or maintenance of working capital or earnings or similar agreement, and (f) guaranty with respect to any lease or other similar periodic payments to be made by any such person; (xiii) contracts and other agreements relating to the provision by or to the Company of clearing arrangements for the sale or transfer of securities; (xiv) each Lease and lease of personal property which requires annual lease payments in excess of $10,000; (xv) contracts and other agreements pursuant to which the Company obtains or grants insurance or reinsurance; (xvi) contracts and other agreements between the Company and any customer or account with regard to the sale of advice, guidance or research related to the purchase or sale of securities or the financial markets; (xvii) contracts and other agreements which require payments generated by a change in control of the Company; (xviii) contracts and other agreements with any stockholder, director or officer of the Company; and (xix) contracts and other agreements, with any analyst, research provider, advisor, consultant or other third party regarding the communication of advice, guidance or recommendation related to the purchase or sale of securities or the financial markets. (b) There have been delivered to Parent prior to the date hereof true and complete copies of all of the contracts and other agreements set forth in Section 4.16 of the Company Disclosure Schedule. Each such contract and other agreement is valid, in full force and effect and binding upon the Company and, to the Company's knowledge, the other parties thereto in accordance with its terms, and the Company is not in default under any of them and the Company has no knowledge of any threat in writing, or if not in writing, in a manner that makes such threat reasonably free from doubt, of cancellation or termination thereunder, nor will the consummation of the transactions contemplated by this Agreement result in a default under any such contract or other agreement or the right to terminate such contract or other agreement, except for defaults which would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. No Permits or other documents or agreements with, or issued by or filed with, any person, have been granted to any other person that provide the right to use any real or tangible personal property comprising any portion of the assets of the Company. The Company is not a party to any contract, commitment, arrangement or agreement which would, following the Closing, restrain or restrict Parent or any affiliate of Parent, from operating the business of the Company in the manner in which it is currently operated.

Contracts and Other Agreements. (a) Section 4.16 Schedule 2.14 sets forth a list of all of the Company Disclosure Schedule sets forth as of the date of this Agreement each contract following contracts and other agreement as described below agreements (whether oral or not in writing) which is currently in effect (unless indicated otherwise belowwritten) to which the Company is a party or by or to which it or its assets or properties are bound: bound or subject (collectively, the "Material Contracts"): (i) contracts and other agreements with any current or former officer, director, shareholder, employee, consultant, agent or other representative of the Company, Company and contracts and other than pursuant agreements for the payment of fees or other consideration to Plans described any entity in Section 4.23 which any officer or director of the Company Disclosure Schedule; has an interest; (ii) contracts and other agreements with any labor union or association representing any employee; employee of the Company or otherwise providing for any form of collective bargaining; (iii) contracts and other agreements for the purchase or sale of equipment materials, supplies, equipment, merchandise, products or services, which involve the receipt services providing in each instance for a purchase or payment by the Company of an amount in excess of sale price exceeding $2,000 per month (in the aggregate in the case of any related series of contracts and other agreements) other than the provision of research services; 10,000; (iv) contracts and other agreements for the sale of any of the assets or properties of the Company other than in the ordinary course of business or for the grant to any person of any preferential options, rights of first refusal, or referential or similar rights to purchase any of the such assets or properties of the Company; properties; (v) partnership or joint venture agreements; (vi) contracts or other agreements under which the Company agrees to indemnify any party or to share the tax liability of any party; (vii) contracts, options and other agreements for the purchase of any asset, tangible or intangible, calling for an aggregate purchase price or payments in any one year of more than $10,000 payable by the Company 25,000 in any one case (or in the aggregate aggregate, in the case of any related series of contracts and other agreements); ; (viviii) contracts and other agreements, whether or agreements that cannot currently in effect, relating to the acquisition by their terms be canceled by the Company and any successor or assignee of any business entity of, or the disposition of any business entity involving the Company towithout liability, any other person; premium or penalty on no less than thirty (vii30) contracts relating to the disposition or acquisition of any investment days' notice and which provide for payments in any person; (viii) joint venture one year in excess of $5,000 and similar agreements; $10,000 in the aggregate; (ix) contracts and other agreementsagreements with customers or suppliers for the sharing of fees, whether the rebating of charges or not currently in effect, under which other similar arrangements; (x) contracts and other agreements containing obligations or liabilities of any kind to holders of the securities of the Company agreed as such (including, without limitation, an obligation to indemnify register any party of such securities under any federal or to share tax liability of any party, which could involve the payment by the Company of an amount in excess of $10,000 state securities laws); (in the aggregate in the case of any related series of contracts or other agreements); (xxi) contracts and other agreements containing covenants of the Company, or, to the Company's knowledge, its officers, directors or employees, Company not to compete in or solicit employees in any line of business or with any person in any geographical area or covenants of any other person not to compete with or solicit employees from the Company in any line of business or in any geographical area; (xi) contracts and other agreements relating to the making of any loan or other extension of credit by the Company; business; (xii) contracts and other agreements relating to the borrowing of money by, or indebtedness of, the Company or the direct or indirect guaranty acquisition by the Company of any obligation operating business or indebtedness the capital stock of any other person or Governmental Entity (other than any accounts receivable or accounts payable of the Company), including, without limitation, any (a) agreement or arrangement relating to the maintenance of compensating balances, (b) agreement or arrangement with respect to lines of credit, (c) agreement to advance or supply funds to any other person other than in the ordinary course of business, (d) agreement to pay for property, products or services of any other person even if such property, products or services are not conveyed, delivered or rendered, (e) keep-well, make-whole or maintenance of working capital or earnings or similar agreement, and (f) guaranty with respect to any lease or other similar periodic payments to be made by any such person; ; (xiii) contracts and other agreements relating requiring the payment to the provision by any person of a commission or to the Company of clearing arrangements fee, including contracts or other agreements with consultants which provide for the sale or transfer of securities; (xiv) each Lease and lease of personal property which requires annual lease aggregate payments in excess of $10,000; ; (xiv) contracts, indentures, mortgages, promissory notes, loan agreements, guaranties, security agreements, pledge agreements, and other agreements relating to the borrowing of money or securing any such liability; (xv) contracts and other agreements pursuant to which the Company obtains distributorship or grants insurance or reinsurance; licensing agreements; (xvi) contracts and other agreements between under which the Company will acquire or has acquired ownership of, or license to, intangible property, including software (other than software licensed by the Company as an end user for less than $10,000 and any customer or account with regard to the sale of advice, guidance or research related to the purchase or sale of securities or the financial markets; not distributed by it); (xvii) contracts and leases, subleases or other agreements under which require the Company is lessor or lessee of any real property or personal property and which provide for payments generated by in any one year in excess of $5,000 and $10,000 in the aggregate; or (xviii) any other material contracts or other agreements whether or not made in the ordinary course of business that are in each instance material to the Company or the terms of which in each instance would have a change in control material adverse effect on the Company's business or prospects, condition, financial or otherwise, or any of its assets or properties of the Company; (xviii) contracts and other agreements with any stockholder, director or officer of the Company; and (xix) contracts and other agreements, with any analyst, research provider, advisor, consultant or other third party regarding the communication of advice, guidance or recommendation related to the purchase or sale of securities or the financial markets. (b) There have been delivered or made available to Parent prior to the date hereof Buyer true and complete copies of all of the contracts such Material Contracts (and all amendments, waivers or other agreements modifications thereto) and, with respect to any oral Material Contracts, complete and accurate summaries thereof. Except as set forth in Section 4.16 on Schedule 2.14, making specific reference to the Material Contract as to which exception is taken and explaining the exception, all of the Company Disclosure Schedule. Each such contract and other agreement is Material Contracts are valid, subsisting, in full force and effect and effect, binding upon the Company andCompany, and to the best knowledge of the Company's knowledge, binding upon the other parties thereto in accordance with its their terms. The Company, and to the best knowledge of each employee of the Company each other party thereto has in all material respects performed all the obligations required to be performed by them to date, has received no notice of default and is not in default under any such Material Contracts. The Company has no present expectation or intention of them not fully performing all its obligations under each Material Contract, and no employee of the Company has no any knowledge of any threat in writingbreach or anticipated breach by the Company or any other party to any such Material Contract. (c) Except for this Agreement and the Related Agreements none of the officers, directors or employees of the Company, nor any person directly or indirectly controlled by, or if not any relative of, one or more of such officers, directors or employees (each, an "Insider" and collectively, the "Insiders"), is presently a party to any transaction or agreement with the Company (other than agreements and transactions in writingthe ordinary course of business disclosed hereunder for services as officers, directors and employees) in a manner that makes such threat reasonably free from doubt, of cancellation or termination thereunder, nor will connection with the consummation business of the transactions contemplated by this Agreement result in a default under Company, including, without limitation, any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from, any officer, director, any such contract employee, any relative of any officer, director or such employee or any corporation, partnership, trust or other agreement entity in which any officer, director or any such employee has a substantial interest or of which he or she is an officer, director, trustee or partner. (d) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities or mortgaged or pledged, or otherwise placed or agreed to place a lien or security interest on any asset of the right to terminate such contract Company individually in excess of $10,000 or other agreement, except for defaults which would not reasonably be expected, individually or in excess of $20,000 in the aggregate, (iii) made any loans or advances to have a Company Material Adverse Effect. No Permits or other documents or agreements with, or issued by or filed with, any person, have been granted to other than ordinary advances for travel or other expenses, or (iv) sold, exchanged, licensed, encumbered, mortgaged, pledged or otherwise disposed of any of its assets or rights, other person that provide the right to use any real or tangible personal property comprising any portion of the assets of the Company. The Company is not a party to any contract, commitment, arrangement or agreement which would, following the Closing, restrain or restrict Parent or any affiliate of Parent, from operating the business of the Company than in the manner in which it is currently operatedordinary course of business.

Contracts and Other Agreements. (a) Section 4.16 Schedule 2.12 sets forth all of the Company Disclosure Schedule sets forth as of the date of this Agreement each contract following contracts and other agreement as described below (whether or not in writing) which is currently in effect (unless indicated otherwise below) agreements to which the Company Seller is a party or by or to which it or its assets or properties are boundbound or subject: (i) contracts and other agreements with any current or former officer, director, member, employee, consultant, agent or other representative of the Company, Seller and contracts and other than pursuant agreements for the payment of fees or other consideration to Plans described any entity in Section 4.23 which any officer or director of the Company Disclosure ScheduleSeller has an interest; (ii) contracts and other agreements with any labor union or association representing any employeeemployee of the Seller or otherwise providing for any form of collective bargaining; (iii) contracts and other agreements for the purchase or sale of equipment materials, supplies, equipment, merchandise or servicesservices that contain an escalation, which involve renegotiation or redetermination clause or that obligate the receipt Seller to purchase all or payment by the Company substantially all of an amount in excess its requirements of $2,000 per month (in the aggregate in the case a particular product from a supplier, or for periodic minimum purchases of any related series of contracts and other agreements) other than the provision of research servicesa particular product from a supplier; (iv) contracts and other agreements for the sale of any of the assets or properties of the Company Seller other than in the ordinary course of business or for the grant to any person of any options, rights of first refusal, or preferential or similar rights to purchase any of the such assets or properties of the Companyproperties; (v) partnership or joint venture agreements; (vi) contracts or other agreements under which the Seller agrees to indemnify any party or to share the tax liability of any party; (vii) contracts, options and other agreements for the purchase of any asset, tangible or intangible calling for an aggregate purchase price or payments in any one year of more than $10,000 payable by the Company 1,000.00 in any one case (or in the aggregate aggregate, in the case of any related series of contracts and other agreements); (viviii) contracts and other agreements, whether or agreements that cannot currently in effect, relating to the acquisition by their terms be canceled by the Company Seller and any successor or assignee of any business entity ofthe Seller without liability, premium or the disposition of any business entity involving the Company to, any other person; (vii) contracts relating to the disposition or acquisition of any investment in any person; (viii) joint venture and similar agreementspenalty on no less than thirty days notice; (ix) contracts and other agreementsagreements with customers or suppliers for the sharing of fees, whether or not currently in effect, under which the Company agreed to indemnify any party or to share tax liability rebating of any party, which could involve the payment by the Company of an amount in excess of $10,000 (in the aggregate in the case of any related series of contracts charges or other agreements)similar arrangements; (x) contracts and other agreements containing obligations or liabilities of any kind to holders of the securities of the Seller as such (including, without limitation, an obligation to register any of such securities under any federal or state securities laws); (xi) contracts and other agreements containing covenants of the Company, or, to the Company's knowledge, its officers, directors or employees, Seller not to compete in or solicit employees in any line of business or with any person in any geographical area or covenants of any other person not to compete with or solicit employees from the Company Seller in any line of business or in any geographical area; (xi) contracts and other agreements relating to the making of any loan or other extension of credit by the Companybusiness; (xii) contracts and other agreements relating to the borrowing acquisition by the Seller of money by, or indebtedness of, the Company any operating business or the direct or indirect guaranty by the Company of any obligation or indebtedness capital stock of any other person or Governmental Entity (other than any accounts receivable or accounts payable of the Company), including, without limitation, any (a) agreement or arrangement relating to the maintenance of compensating balances, (b) agreement or arrangement with respect to lines of credit, (c) agreement to advance or supply funds to any other person other than in the ordinary course of business, (d) agreement to pay for property, products or services of any other person even if such property, products or services are not conveyed, delivered or rendered, (e) keep-well, make-whole or maintenance of working capital or earnings or similar agreement, and (f) guaranty with respect to any lease or other similar periodic payments to be made by any such person; (xiii) contracts and other agreements relating requiring the payment to the provision by any person of a commission or to the Company fee, including contracts or other agreements with consultants which provide for aggregate payments in excess of clearing arrangements for the sale or transfer of securities$5,000; (xiv) each Lease contracts, indentures, mortgages, promissory notes, loan agreements, guaranties, security agreements, pledge agreements, and lease other agreements relating to the borrowing of personal property which requires annual lease payments in excess of $10,000money or securing any such liability; (xv) contracts and other agreements pursuant to which the Company obtains distributorship or grants insurance or reinsurancelicensing agreements; (xvi) all contracts under which the Seller will acquire or has acquired ownership of, or license to, intangible property, including software (other than software licensed by the Seller as an end user and other agreements between the Company and any customer or account with regard to the sale of advice, guidance or research related to the purchase or sale of securities or the financial marketsnot distributed by it); (xvii) contracts and leases, subleases or other agreements under which require payments generated by a change in control the Seller is lessor or lessee of the Company;any real property; or (xviii) contracts and any other agreements with any stockholder, director or officer of the Company; and (xix) contracts and other agreements, with any analyst, research provider, advisor, consultant material contract or other third party regarding agreement whether or not made in the communication ordinary course of advicebusiness that has or may have a material adverse effect on Seller’s business or prospects, guidance condition, financial or recommendation related to the purchase otherwise, or sale any of securities its assets or the financial markets. (b) properties of Seller. There have been delivered to Parent prior or made available to the date hereof Buyer, and the Buyer agrees that it has been provided access to true and complete copies of all of the contracts and other agreements (and all amendments, waivers or other modifications thereto) set forth in Section 4.16 on Schedule 2.12. All of the Company Disclosure Schedule. Each such contract contracts and other agreement is agreements are valid, subsisting, in full force and effect and effect, binding upon the Company andSeller, and to the Company's knowledgebest knowledge of the Seller and the Member, binding upon the other parties thereto in accordance with its their terms, and the Company Seller has paid in full or accrued all amounts now due thereunder and has satisfied in full or provided for all of its liabilities and obligations thereunder which are presently required to be satisfied or provided for, and is not in default under any of them them, nor, to the best knowledge of the Seller and the Company has no knowledge of Member, is any threat in writing, or if not in writing, in a manner that makes such threat reasonably free from doubt, of cancellation or termination thereunder, nor will the consummation of the transactions contemplated by this Agreement result in a default under other party to any such contract or other agreement in default thereunder, nor does any condition exist that with notice or the right to terminate such contract lapse of time or other agreement, except for defaults which both would not reasonably be expected, individually or in the aggregate, to have constitute a Company Material Adverse Effect. No Permits or other documents or agreements with, or issued by or filed with, any person, have been granted to any other person that provide the right to use any real or tangible personal property comprising any portion of the assets of the Company. The Company is not a party to any contract, commitment, arrangement or agreement which would, following the Closing, restrain or restrict Parent or any affiliate of Parent, from operating the business of the Company in the manner in which it is currently operateddefault thereunder.

Contracts and Other Agreements. (a) Section 4.16 Schedule 2.14 sets forth a list of all of the Company Disclosure Schedule sets forth as of the date of this Agreement each contract following contracts ------------- and other agreement as described below agreements (whether oral or not in writing) which is currently in effect (unless indicated otherwise belowwritten) to which the Company is a party or by or to which it or its assets or properties are bound: bound or subject (collectively, the "Material Contracts"): (i) contracts and other agreements with any current or former officer, director, shareholder, employee, consultant, agent or other representative of the Company, Company and contracts and other than pursuant agreements for the payment of fees or other consideration to Plans described any entity in Section 4.23 which any officer or director of the Company Disclosure Schedule; has an interest; (ii) contracts and other agreements with any labor union or association representing any employee; employee of the Company or otherwise providing for any form of collective bargaining; (iii) contracts and other agreements for the purchase or sale of equipment materials, supplies, equipment, merchandise, products or services, which involve the receipt services providing in each instance for a purchase or payment by the Company of an amount in excess of sale price exceeding $2,000 per month (in the aggregate in the case of any related series of contracts and other agreements) other than the provision of research services; 10,000; (iv) contracts and other agreements for the sale of any of the assets or properties of the Company other than in the ordinary course of business or for the grant to any person of any options, rights of first refusal, or preferential or similar rights to purchase any of the such assets or properties of the Company; properties; (v) partnership or joint venture agreements; (vi) contracts or other agreements under which the Company agrees to indemnify any party or to share the tax liability of any party; (vii) contracts, options and other agreements for the purchase of any asset, tangible or intangible, calling for an aggregate purchase price or payments in any one year of more than $10,000 payable by the Company 25,000 in any one case (or in the aggregate aggregate, in the case of any related series of contracts and other agreements); ; (viviii) contracts and other agreements, whether or agreements that cannot currently in effect, relating to the acquisition by their terms be canceled by the Company and any successor or assignee of any business entity of, or the disposition of any business entity involving the Company towithout liability, any other person; premium or penalty on no less than thirty (vii30) contracts relating to the disposition or acquisition of any investment days' notice and which provide for payments in any person; (viii) joint venture one year in excess of $5,000 and similar agreements; $10,000 in the aggregate; (ix) contracts and other agreementsagreements with customers or suppliers for the sharing of fees, whether the rebating of charges or not currently in effect, under which other similar arrangements; (x) contracts and other agreements containing obligations or liabilities of any kind to holders of the securities of the Company agreed as such (including, without limitation, an obligation to indemnify register any party of such securities under any federal or to share tax liability of any party, which could involve the payment by the Company of an amount in excess of $10,000 state securities laws); (in the aggregate in the case of any related series of contracts or other agreements); (xxi) contracts and other agreements containing covenants of the Company, or, to the Company's knowledge, its officers, directors or employees, Company not to compete in or solicit employees in any line of business or with any person in any geographical area or covenants of any other person not to compete with or solicit employees from the Company in any line of business or in any geographical area; (xi) contracts and other agreements relating to the making of any loan or other extension of credit by the Company; business; (xii) contracts and other agreements relating to the borrowing of money by, or indebtedness of, the Company or the direct or indirect guaranty acquisition by the Company of any obligation operating business or indebtedness the capital stock of any other person or Governmental Entity (other than any accounts receivable or accounts payable of the Company), including, without limitation, any (a) agreement or arrangement relating to the maintenance of compensating balances, (b) agreement or arrangement with respect to lines of credit, (c) agreement to advance or supply funds to any other person other than in the ordinary course of business, (d) agreement to pay for property, products or services of any other person even if such property, products or services are not conveyed, delivered or rendered, (e) keep-well, make-whole or maintenance of working capital or earnings or similar agreement, and (f) guaranty with respect to any lease or other similar periodic payments to be made by any such person; ; (xiii) contracts and other agreements relating requiring the payment to the provision by any person of a commission or to the Company of clearing arrangements fee, including contracts or other agreements with consultants which provide for the sale or transfer of securities; (xiv) each Lease and lease of personal property which requires annual lease aggregate payments in excess of $10,000; ; (xiv) contracts, indentures, mortgages, promissory notes, loan agreements, guaranties, security agreements, pledge agreements, and other agreements relating to the borrowing of money or securing any such liability; (xv) contracts and other agreements pursuant to which the Company obtains distributorship or grants insurance or reinsurance; licensing agreements; (xvi) contracts and other agreements between under which the Company will acquire or has acquired ownership of, or license to, intangible property, including software (other than software licensed by the Company as an end user for less than $10,000 and any customer or account with regard to the sale of advice, guidance or research related to the purchase or sale of securities or the financial markets; not distributed by it); (xvii) contracts and leases, subleases or other agreements under which require the Company is lessor or lessee of any real property or personal property and which provide for payments generated by in any one year in excess of $5,000 and $10,000 in the aggregate; or (xviii) any other material contracts or other agreements whether or not made in the ordinary course of business that are in each instance material to the Company or the terms of which in each instance would have a change in control material adverse effect on the Company's business or prospects, condition, financial or otherwise, or any of its assets or properties of the Company; (xviii) contracts and other agreements with any stockholder, director or officer of the Company; and (xix) contracts and other agreements, with any analyst, research provider, advisor, consultant or other third party regarding the communication of advice, guidance or recommendation related to the purchase or sale of securities or the financial markets. (b) There have been delivered or made available to Parent prior to the date hereof Buyer true and complete copies of all of the contracts such Material Contracts (and all amendments, waivers or other agreements modifications thereto) and, with respect to any oral Material Contracts, complete and accurate summaries thereof. Except as set forth in Section 4.16 on Schedule 2.14, ------------- making specific reference to the Material Contract as to which exception is taken and explaining the exception, all of the Company Disclosure Schedule. Each such contract and other agreement is Material Contracts are valid, subsisting, in full force and effect and effect, binding upon the Company andCompany, and to the best knowledge of the Company's knowledge, binding upon the other parties thereto in accordance with its their terms. The Company, and to the best knowledge of each Key Employee of the Company named in Schedule 2.9, each other party thereto has in ------------ all material respects performed all the obligations required to be performed by them to date, has received no notice of default and is not in default under any such Material Contracts. The Company has no present expectation or intention of them not fully performing all its obligations under each Material Contract, and no Key Employee of the Company named in Schedule 2.9 has any knowledge of any ------------ breach or anticipated breach by the Company or any other party to any such Material Contract. (c) Except for this Agreement and the Related Agreements and as set forth in Schedule 2.14, none of the officers, directors or employees of the ------------- Company, nor any person directly or indirectly controlled by, or any relative of, one or more of such officers, directors or employees (each, an "Insider" and collectively, the "Insiders"), is presently a party to any transaction or agreement with the Company (other than agreements and transactions in the ordinary course of business disclosed hereunder for services as officers, directors and employees) in connection with the business of the Company, including, without limitation, any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from, any officer, director, any such employee, any relative of any officer, director or such employee or any corporation, partnership, trust or other entity in which any officer, director or any such employee has a substantial interest or of which he or she is an officer, director, trustee or partner. (d) Since January 1, 1993, the Company has no knowledge of not (i) declared or paid any threat in writingdividends, or if not in writingauthorized or made any distribution upon or with respect to any class or series of its capital stock, in (ii) incurred any indebtedness for money borrowed or any other liabilities or mortgaged or pledged, or otherwise placed or agreed to place a manner that makes such threat reasonably free from doubt, of cancellation lien or termination thereunder, nor will the consummation security interest on any asset of the transactions contemplated by this Agreement result Company individually in a default under any such contract excess of $10,000 or other agreement or the right to terminate such contract or other agreement, except for defaults which would not reasonably be expected, individually or in excess of $20,000 in the aggregate, (iii) made any loans or advances to have a Company Material Adverse Effect. No Permits or other documents or agreements with, or issued by or filed with, any person, have been granted to other than ordinary advances for travel or other expenses, or (iv) sold, exchanged, licensed, encumbered, mortgaged, pledged or otherwise disposed of any of its assets or rights, other person that provide the right to use any real or tangible personal property comprising any portion of the assets of the Company. The Company is not a party to any contract, commitment, arrangement or agreement which would, following the Closing, restrain or restrict Parent or any affiliate of Parent, from operating the business of the Company than in the manner in which it is currently operatedordinary course of business.

Contracts and Other Agreements. (a) Other than (1) contracts and other agreements disclosed in Section 4.16 of the Company Disclosure Schedule sets forth as or (2) contracts between the Company and its direct or indirect wholly owned Subsidiaries or between the Company's direct or indirect wholly owned Subsidiaries, none of the date Company or any of this Agreement each contract and other agreement as described below (whether or not in writing) which is currently in effect (unless indicated otherwise below) to which the Company its Subsidiaries is a party to or bound by or to which its assets or properties are boundany: (i) commitments, contracts and other agreements, including employment, bonus, consulting, management or severance contracts, commitments and agreements with with, or loans to, any current or former officer, director, employee, consultant, agent or other representative of the Company or its Subsidiaries, or any current stockholder of the Company, or any affiliate (excluding the Company and its Subsidiaries) or Family Member of the foregoing persons which involve the payment or receipt by the Company or its Subsidiaries of an amount in excess of $150,000 in any one year or in excess of $300,000 in the aggregate for any such individual, other than pursuant to Plans described in Section 4.23 4.22 of the Company Disclosure Schedule; (ii) contracts and other agreements with any labor union or association representing any employee; (iii) contracts and other agreements for the purchase or sale of equipment or services, which involve the receipt or payment by the Company or its Subsidiaries of an amount in excess of $2,000 per month 300,000 (in the aggregate in the case of any related series of contracts and other agreements) other than the provision of research services); (iv) contracts and other agreements for the sale of any of the assets or properties of the Company or its Subsidiaries or for the grant to any person of any preferential rights to purchase any of the assets or properties of the CompanyCompany or its Subsidiaries, for which there remains any A-15 21 obligation to or from the Company or its Subsidiaries, which involve the receipt or payment by the Company or its Subsidiaries of an amount in excess of $250,000 (in the aggregate in the case of any related series of contracts and other agreements); (v) contracts and other agreements calling for an aggregate purchase price or payments in any one year of more than $10,000 250,000 payable by the Company in any one case or its Subsidiaries (in the aggregate in the case of any related series of contracts and other agreements); (vi) contracts and other agreements, whether or not currently in effect, agreements relating to the acquisition by the Company or its Subsidiaries of any business entity of, or the disposition of any business entity involving the Company or its Subsidiaries to, any other personperson for which there remains any obligation to or from the Company or its Subsidiaries; (vii) contracts relating to the disposition or acquisition of any investment or of any interest in any person, which involve the receipt or payment by the Company or its Subsidiaries of an amount in excess in any one year of $250,000 (in the aggregate in the case of any related series of contracts and other agreements) for which there remains any obligation to or from the Company or its Subsidiaries; (viii) joint venture and similar agreements which would involve the receipt or payment by the Company or its Subsidiaries of an amount in excess of $250,000 (in the aggregate in the case of any related series of contracts or other agreements) for which there remains any obligation to or from the Company or its Subsidiaries; (ix) contracts and other agreements, whether or not currently in effect, agreements under which the Company or its Subsidiaries agreed to indemnify any party or agreed to share tax retain liability of any partyparty or to share liability of any party which indemnity obligation remains in effect, including but not limited to Tax liability, which could involve the payment by the Company or its Subsidiaries of an amount in excess of $10,000 150,000 (in the aggregate in the case of any related series of contracts or other agreements); (x) contracts and other agreements containing covenants of the CompanyCompany or its Subsidiaries, or, to the Company's knowledgeKnowledge, its officers, directors or employees, not to compete in or solicit employees in any line of business or with any person in any geographical area or covenants of any other person not to compete with or solicit employees from the Company in any line of business or in any geographical area; (xi) contracts and other agreements relating to the making of any loan or other extension of credit by the Company; (xii) contracts and other agreements relating to the borrowing of money by, or indebtedness of, the Company or its Subsidiaries or the direct or indirect guaranty by the Company or its Subsidiaries of any obligation or indebtedness of any other person or Governmental Entity (other than any accounts receivable or accounts payable of the CompanyCompany or its Subsidiaries), including, without limitation, any (a) agreement or arrangement relating to the maintenance of compensating balances, (b) agreement or arrangement with respect to lines of credit, (c) agreement to advance or supply funds to any other person other than in the ordinary course of business, (d) agreement to pay for property, products or services of any other person even if such property, products or services are not conveyed, delivered or rendered, (e) keep-well, make-whole or maintenance of working capital or earnings or similar agreement, and (f) guaranty with respect to any lease or other similar periodic payments to be made by any such person; (xiiixii) contracts and other agreements relating to the provision by or to the Company or its Subsidiaries of clearing arrangements for third party management or administration services, which involve the sale receipt or transfer payment by the Company or its Subsidiaries of securitiesan amount in excess of $300,000 (in the aggregate in the case of any related series of contracts and other agreements); (xivxiii) each Lease and lease of personal property which requires annual lease payments in excess of $10,000100,000 and each Lease; (xiv) contracts and other agreements between the Company or its Subsidiaries and any Governmental Entity involving the current or future receipt or payment by the Company or its Subsidiaries of an amount in excess of $300,000; (xv) contracts and other agreements pursuant which require payments of an amount in excess of $250,000 generated by, or contracts and other agreements required to which be set forth in any other clause of Section 4.16 of the Company obtains or grants insurance or reinsurance;Disclosure Schedule which would terminate upon, a change in control of the Company; and (xvi) contracts and other agreements between relating to disposal of any controlled or Hazardous Materials for which there remains any obligation to or from the Company and any customer or account with regard to the sale of advice, guidance or research related to the purchase or sale of securities or the financial markets; (xvii) contracts and other agreements which require payments generated by a change in control of the Company; (xviii) contracts and other agreements with any stockholder, director or officer of the Company; and (xix) contracts and other agreements, with any analyst, research provider, advisor, consultant or other third party regarding the communication of advice, guidance or recommendation related to the purchase or sale of securities or the financial marketsits Subsidiaries. (b) There have been delivered to Parent prior to the date hereof true and complete copies of all of the contracts and other agreements set forth in Section 4.16 of the Company Disclosure Schedule. Each such contract and other agreement is valid, in full force and effect and binding upon the Company and, to the Company's knowledge, the other parties thereto in accordance with its terms, and the Company is not in default under any of them and the Company has no knowledge of any threat in writing, or if not in writing, in a manner that makes such threat reasonably free from doubt, of cancellation or termination thereunder, nor will the consummation of the transactions contemplated by this Agreement result in a default under any such contract or other agreement or the right to terminate such contract or other agreement, except for defaults which would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. No Permits or other documents or agreements with, or issued by or filed with, any person, have been granted to any other person that provide the right to use any real or tangible personal property comprising any portion of the assets of the Company. The Company is not a party to any contract, commitment, arrangement or agreement which would, following the Closing, restrain or restrict Parent or any affiliate of Parent, from operating the business of the Company in the manner in which it is currently operated.

Contracts and Other Agreements. (a) Other than (1) contracts and other agreements disclosed in Section 4.16 of the Company Disclosure Schedule sets forth as or (2) contracts between the Company and its direct or indirect wholly owned Subsidiaries or between the Company's direct or indirect wholly owned Subsidiaries, none of the date Company or any of this Agreement each contract and other agreement as described below (whether or not in writing) which is currently in effect (unless indicated otherwise below) to which the Company its Subsidiaries is a party to or bound by or to which its assets or properties are boundany: (i) commitments, contracts and other agreements, including employment, bonus, consulting, management or severance contracts, commitments and agreements with with, or loans to, any current or former officer, director, employee, consultant, agent or other representative of the Company or its Subsidiaries, or any current stockholder of the Company, or any affiliate (excluding the Company and its Subsidiaries) or Family Member of the foregoing persons which involve the payment or receipt by the Company or its Subsidiaries of an amount in excess of $150,000 in any one year or in excess of $300,000 in the aggregate for any such individual, other than pursuant to Plans described in Section 4.23 4.22 of the Company Disclosure Schedule; (ii) contracts and other agreements with any labor union or association representing any employee; (iii) contracts and other agreements for the purchase or sale of equipment or services, which involve the receipt or payment by the Company or its Subsidiaries of an amount in excess of $2,000 per month 300,000 (in the aggregate in the case of any related series of contracts and other agreements) other than the provision of research services); (iv) contracts and other agreements for the sale of any of the assets or properties of the Company or its Subsidiaries or for the grant to any person of any preferential rights to purchase any of the assets or properties of the CompanyCompany or its Subsidiaries, for which there remains any obligation to or from the Company or its Subsidiaries, which involve the receipt or payment by the Company or its Subsidiaries of an amount in excess of $250,000 (in the aggregate in the case of any related series of contracts and other agreements); (v) contracts and other agreements calling for an aggregate purchase price or payments in any one year of more than $10,000 250,000 payable by the Company in any one case or its Subsidiaries (in the aggregate in the case of any related series of contracts and other agreements); (vi) contracts and other agreements, whether or not currently in effect, agreements relating to the acquisition by the Company or its Subsidiaries of any business entity of, or the disposition of any business entity involving the Company or its Subsidiaries to, any other personperson for which there remains any obligation to or from the Company or its Subsidiaries; (vii) contracts relating to the disposition or acquisition of any investment or of any interest in any person, which involve the receipt or payment by the Company or its Subsidiaries of an amount in excess in any one year of $250,000 (in the aggregate in the case of any related series of contracts and other agreements) for which there remains any obligation to or from the Company or its Subsidiaries; (viii) joint venture and similar agreements which would involve the receipt or payment by the Company or its Subsidiaries of an amount in excess of $250,000 (in the aggregate in the case of any related series of contracts or other agreements) for which there remains any obligation to or from the Company or its Subsidiaries; (ix) contracts and other agreements, whether or not currently in effect, agreements under which the Company or its Subsidiaries agreed to indemnify any party or agreed to share tax retain liability of any partyparty or to share liability of any party which indemnity obligation remains in effect, including but not limited to Tax liability, which could involve the payment by the Company or its Subsidiaries of an amount in excess of $10,000 150,000 (in the aggregate in the case of any related series of contracts or other agreements); (x) contracts and other agreements containing covenants of the CompanyCompany or its Subsidiaries, or, to the Company's knowledgeKnowledge, its officers, directors or employees, not to compete in or solicit employees in any line of business or with any person in any geographical area or covenants of any other person not to compete with or solicit employees from the Company in any line of business or in any geographical area; (xi) contracts and other agreements relating to the making of any loan or other extension of credit by the Company; (xii) contracts and other agreements relating to the borrowing of money by, or indebtedness of, the Company or its Subsidiaries or the direct or indirect guaranty by the Company or its Subsidiaries of any obligation or indebtedness of any other person or Governmental Entity (other than any accounts receivable or accounts payable of the CompanyCompany or its Subsidiaries), including, without limitation, any (a) agreement or arrangement relating to the maintenance of compensating balances, (b) agreement or arrangement with respect to lines of credit, (c) agreement to advance or supply funds to any other person other than in the ordinary course of business, (d) agreement to pay for property, products or services of any other person even if such property, products or services are not conveyed, delivered or rendered, (e) keep-well, make-whole or maintenance of working capital or earnings or similar agreement, and (f) guaranty with respect to any lease or other similar periodic payments to be made by any such person; (xiiixii) contracts and other agreements relating to the provision by or to the Company or its Subsidiaries of clearing arrangements for third party management or administration services, which involve the sale receipt or transfer payment by the Company or its Subsidiaries of securitiesan amount in excess of $300,000 (in the aggregate in the case of any related series of contracts and other agreements); (xivxiii) each Lease and lease of personal property which requires annual lease payments in excess of $10,000100,000 and each Lease; (xiv) contracts and other agreements between the Company or its Subsidiaries and any Governmental Entity involving the current or future receipt or payment by the Company or its Subsidiaries of an amount in excess of $300,000; (xv) contracts and other agreements pursuant which require payments of an amount in excess of $250,000 generated by, or contracts and other agreements required to which be set forth in any other clause of Section 4.16 of the Company obtains or grants insurance or reinsurance;Disclosure Schedule which would terminate upon, a change in control of the Company; and (xvi) contracts and other agreements between relating to disposal of any controlled or Hazardous Materials for which there remains any obligation to or from the Company and any customer or account with regard to the sale of advice, guidance or research related to the purchase or sale of securities or the financial markets; (xvii) contracts and other agreements which require payments generated by a change in control of the Company; (xviii) contracts and other agreements with any stockholder, director or officer of the Company; and (xix) contracts and other agreements, with any analyst, research provider, advisor, consultant or other third party regarding the communication of advice, guidance or recommendation related to the purchase or sale of securities or the financial marketsits Subsidiaries. (b) There have been delivered to Parent prior to the date hereof true and complete copies of all of the contracts and other agreements set forth Except as disclosed in Section 4.16 4.16(b) of the Company Disclosure Schedule. Each such , each contract and or other agreement to which the Company or any Subsidiary is a party is valid, in full force and effect and binding upon the Company and its Subsidiaries, and, to the Company's knowledgeKnowledge, the other parties thereto in accordance with its terms, and the Company is not in default under any of them and the Company has no knowledge of any threat in writing, or if not in writing, in a manner that makes such threat reasonably free from doubt, of cancellation or termination thereunder, nor will the consummation of the transactions contemplated by this Agreement result in a default under any such contract or other agreement or the right to terminate such contract or other agreement, except for defaults which failures to be in full force and effect that would not reasonably be expectednot, individually or in the aggregate, to have a Company Material Adverse Effect, and neither the Company nor any of its Subsidiaries is in default under any of them, except for defaults that would not, individually or in the aggregate, have a Company Material Adverse Effect, and the Company has no Knowledge of any threat of cancellation or termination thereunder. No Permits or other documents or agreements with, or issued by or filed with, any person, have been granted to any other person that provide the right to use any real or tangible personal property comprising any portion of the assets of the Company, except for grants that would not, individually or in the aggregate, have a Company Material Adverse Effect. The Except as set forth in Section 4.16(b) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is not a party to any contract, commitment, arrangement or agreement which would, following the Closing, restrain or restrict Parent or any affiliate of Parent, from operating the business of the Company in the manner in which it is currently operated, except for contracts, commitments, arrangements or agreements that would not, individually or in the aggregate, have a Company Material Adverse Effect.

Contracts and Other Agreements. (a) Section 4.16 of the Company Disclosure Schedule sets forth as of the date of this Agreement each contract and other agreement as described below (whether or not in writing) which is currently in effect (unless indicated otherwise below) to which the Company is a party or by or to which its assets or properties are bound, excluding agreements with portfolio companies included in the Company's investment portfolio: (i) contracts and other agreements with any current or former officer, director, employee, consultant, agent or other representative of the Company, other than pursuant to Plans described in Section 4.23 of the Company Disclosure Schedule; (ii) contracts and other agreements with any labor union or association representing any employee; (iii) contracts and other agreements for the purchase or sale of equipment or services, which involve the receipt or payment by the Company of an amount in excess of $2,000 per month (in the aggregate in the case of any related series of contracts and other agreements) other than the provision of research services); (iv) contracts and other agreements for the sale of any of the assets or properties of the Company or for the grant to any person of any preferential rights to purchase any of the assets or properties of the Company, which involve the receipt or payment by the Company of an amount in excess of $10,000 (in the aggregate in the case of any related series of contracts and other agreements); (v) contracts and other agreements calling for an aggregate purchase price or payments in any one year of more than $10,000 payable by the Company in any one case (in the aggregate in the case of any related series of contracts and other agreements); (vi) contracts and other agreements, whether or not currently in effect, relating to the acquisition by the Company of any business entity of, or the disposition of any business entity involving the Company to, any other person; (vii) contracts relating to the disposition or acquisition of any investment or of any interest in any person, which involved the receipt or payment by the Company of an amount in excess of $10,000 (in the aggregate in the case of any related series of contracts and other agreements); (viii) joint venture and similar agreements which would involve the receipt or payment by the Company of an amount in excess of $50,000 (in the aggregate in the case of any related series of contracts or other agreements); (ix) contracts and other agreements, whether or not currently in effect, under which the Company agreed to indemnify any party or to share tax liability of any party, which could involve the payment by the Company of an amount in excess of $10,000 (in the aggregate in the case of any related series of contracts or other agreements); (x) contracts and other agreements containing covenants of the Company, or, to the Company's knowledge, its officers, directors or employees, not to compete in or solicit employees in any line of business or with any person in any geographical area or covenants of any other person not to compete with or solicit employees from the Company in any line of business or in any geographical area; (xi) contracts and other agreements relating to the making of any loan or other extension of credit by the Company or of any loan by the Company to a stockholder, officer or director of the Company or from a stockholder of the Company to the Company; (xii) contracts and other agreements relating to the borrowing of money by, or indebtedness of, the Company or the direct or indirect guaranty by the Company of any obligation or indebtedness of any other person or Governmental Entity (other than any accounts receivable or accounts payable of the Company), including, without limitation, any (a) agreement or arrangement relating to the maintenance of compensating balances, (b) agreement or arrangement with respect to lines of credit, (c) agreement to advance or supply funds to any other person other than in the ordinary course of business, (d) agreement to pay for property, products or services of any other person even if such property, products or services are not conveyed, delivered or rendered, (e) keep-well, make-whole or maintenance of working capital or earnings or similar agreement, and (f) guaranty with respect to any lease or other similar periodic payments to be made by any such person; (xiii) contracts and other agreements relating to the provision by or to the Company of clearing arrangements for third party management or administration services, which involve the sale receipt or transfer payment by the Company of securitiesan amount in excess of $10,000 (in the aggregate in the case of any related series of contracts and other agreements); (xiv) each Lease and lease of personal property which requires annual lease payments in excess of $10,000; (xv) contracts and other agreements pursuant to which the Company obtains or grants insurance or reinsurance; (xvi) contracts and other agreements between the Company and any customer or account with regard to the sale of advice, guidance or research related to the purchase or sale of securities or the financial marketsGovernmental Entity; (xvii) contracts and other agreements which require payments generated by a change in control of the Company; (xviii) contracts and other agreements with any stockholder, director or officer of the Company; and (xix) contracts and other agreements, with any analystwhether or not currently in effect, research provider, advisor, consultant or other third party regarding the communication of advice, guidance or recommendation related relating to the purchase or sale of securities or the financial markets. (b) There have been delivered to Parent prior to the date hereof true and complete copies of all of the contracts and other agreements set forth in Section 4.16 of the Company Disclosure Schedule. Each such contract and other agreement is valid, in full force and effect and binding upon the Company and, to the Company's knowledge, the other parties thereto in accordance with its terms, and the Company is not in default under any of them and the Company has no knowledge disposal of any threat in writing, controlled or if not in writing, in a manner that makes such threat reasonably free from doubt, of cancellation hazardous substance or termination thereunder, nor will the consummation of the transactions contemplated by this Agreement result in a default under any such contract or other agreement or the right to terminate such contract or other agreement, except for defaults which would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. No Permits or other documents or agreements with, or issued by or filed with, any person, have been granted to any other person that provide the right to use any real or tangible personal property comprising any portion of the assets of the Company. The Company is not a party to any contract, commitment, arrangement or agreement which would, following the Closing, restrain or restrict Parent or any affiliate of Parent, from operating the business of the Company in the manner in which it is currently operatedwaste.