Common use of Contracts and Other Instruments Clause in Contracts

Contracts and Other Instruments. (a) Exhibit G, titled List of Contracts, Agreements and Instruments and Arrangements, accurately and completely sets forth the information required to be contained therein with respect to Fix-Cor, identifying whether the matter disclosed therein relates to Fix-Cor or to Stockholder. (1) The certificate of incorporation (or other charter document) and By-laws of Fix-Cor and all amendments thereto, as presently in effect, certified by the Secretary of the corporation, and (b) The following, initialed by the chief executive officer of Fix-Cor: (i) true and correct copies of all contracts, agreements, and instruments referred to in Exhibit G; (ii) true and correct copies of all leases and licenses (if any); and (iii) true and correct written descriptions of all supply, distribution, agency, financing, or other arrangements or understandings referred to in Exhibit G. (c) Neither Fix-Cor, nor to the knowledge of Fix-Cor or Stockholder, any other party to any of those contracts, agreements, instruments, leases, or licenses is now or expects in the future to be in violation of, or in default with respect to complying with, any material provision thereof, and each contract, agreement, instrument, lease, or license is in full force and constitutes the legal, valid, and binding obligation of the parties and is enforceable in accordance with its terms. (d) Each supply, distribution, agency, financing, or other arrangement or understanding is a valid and continuing arrangement or understanding; neither Fix-Cor, nor any other party to any arrangement or understanding has given notice of termination or taken any action inconsistent with the continuance of that arrangement or understanding; and the execution, delivery, and performance of this Agreement will not prejudice any of those arrangements or understandings in any way. (e) Fix-Cor enjoys peaceful and undisturbed possession under all leases and licenses under which it is operating. Fix-Cor is not a party to or bound by any contract, agreement, instrument, lease, license, arrangement, or understanding, or subject to any charter or other restriction, which has had, or to the knowledge of Fix-Cor or Stockholder may in the future have, a material adverse effect on the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of Fix-Cor. Fix-Cor has not engaged nor is it engaging in, nor does it intend to engage in any transaction with any Stockholder, any director, officer, or employee of Fix-Cor, any relative or affiliate of any Stockholder or of any director, officer, or employee, or any other corporation or enterprise in which any Stockholder, any director, officer, or employee, or any relative or affiliate then had or now has a 5 percent [5 %] or greater equity or voting or other substantial interest, other than contracts and agreements listed and so specified in Exhibit D. Fix-Cor is not in violation or breach of, or in default with respect to any term of its certificate of incorporation (or other charter document) or Bylaws.

Contracts and Other Instruments. (a) Exhibit G, titled List of Contracts, Agreements and Instruments and Arrangements, D accurately and completely sets forth the information required to be contained therein with respect to Fix-CorSelling Corporation, and Founding Shareholder, identifying whether the matter disclosed therein relates to Fix-Cor Selling Corporation, or to Stockholder. Founding Shareholder named therein. Selling Corporation has furnished to the Purchaser (1a) The the certificate of incorporation (or other charter document) and Byby-laws of Fix-Cor Selling Corporation and all amendments thereto, as presently in effect, certified by the Secretary of the corporation, and corporation and (b) The the following, initialed by the chief executive officer of Fix-Cor: Selling Corporation: (i) true and correct copies of all contracts, agreements, and instruments referred to in Exhibit G; D; (ii) true and correct copies of all leases and licenses (if any)referred to in Exhibit C; and and (iii) true and correct written descriptions of all supply, distribution, agency, financing, or other arrangements or understandings referred to in Exhibit G. (c) D. Neither Fix-CorSelling Corporation, Founding Shareholder, nor (to the knowledge of Fix-Cor Selling Corporation, or Stockholder, Founding Shareholder) any other party to any of those contractssuch contract, agreementsagreement, instrumentsinstrument, leaseslease, or licenses license is now or expects in the future to be in violation or breach of, or in default with respect to complying with, any material provision thereof, and each such contract, agreement, instrument, lease, or license is in full force and constitutes is the legal, valid, and binding obligation of the parties thereto and is enforceable as to them in accordance with its terms. (d) . Each such supply, distribution, agency, financing, or other arrangement or understanding is a valid and continuing arrangement or understanding; neither Fix-CorSelling Corporation, nor any other party to any such arrangement or understanding has given notice of termination or taken any action inconsistent with the continuance of that such arrangement or understanding; and the execution, delivery, and performance of this Agreement will not prejudice any of those arrangements such arrangement or understandings understanding in any way. (e) Fix-Cor . Selling Corporation enjoys peaceful and undisturbed possession under all leases and licenses under which it is operating. Fix-Cor Selling Corporation is not a party to or bound by any contract, agreement, instrument, lease, license, arrangement, or understanding, or subject to any charter or other restriction, which has had, had or to the knowledge of Fix-Cor or Stockholder may in the future have, have a material adverse effect on the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of Fix-CorSelling Corporation. Fix-Cor Selling Corporation has not engaged nor within the last five years in, is it engaging in, nor does it intend or intends to engage in any transaction with with, or has had within the last five years, now has, or intends to have any Stockholdercontract, agreement, lease, license, arrangement, or understanding with, Founding Shareholder, any employee of Selling Corporation or any director, officer, officer or employee of Fix-Coremployee, any relative or affiliate of any Stockholder Founding Shareholder or of any such director, officer, or employee, or any other corporation or enterprise in which any StockholderFounding Shareholder, any such director, officer, or employee, or any such relative or affiliate then had or now has a 5 percent [5 %] or greater equity or voting or other substantial interest, other than contracts and agreements listed and so specified in Exhibit D. Fix-Cor Selling Corporation is not in violation or breach of, or in default with respect to to, any term of its certificate of incorporation (or other charter document) or Bylawsbylaws.

Contracts and Other Instruments. (a) Exhibit G, titled List of Contracts, Agreements and Instruments and Arrangements, Schedule 3.09 accurately and completely sets forth the information required to be contained therein all material contracts, agreements, instruments, leases, licenses, arrangements, or understandings with respect to Fix-CorPurchaser and Acquisition taken as a whole, identifying whether the matter disclosed therein relates to Fix-Cor Purchaser or to Stockholder. Acquisition. Purchaser has made available to the Purchaser (1a) The the certificate of incorporation (or other charter document) and Byby-laws of Fix-Cor Purchaser and Acquisition and all amendments thereto, as presently in effect, certified by the Secretary of the corporation, and corporation and (b) The the following, initialed by the chief executive officer of Fix-Cor: : (i) true and correct copies of all contracts, agreements, and instruments referred to in Exhibit G; Schedule 3.09; (ii) true and correct copies of all leases and licenses (if any)referred to in Schedule 3.08 or Schedule 3.11; and and (iii) true and correct written descriptions of all supply, distribution, agency, financing, or other arrangements or understandings referred to in Exhibit G. (c) Schedule 3.08. Neither Fix-CorPurchaser, Acquisition, nor to the knowledge of Fix-Cor or Stockholder, Purchaser any other party to any of those contractssuch contract, agreementsagreement, instrumentsinstrument, leaseslease, or licenses license is now or or, in the reasonable judgment of Purchaser, expects in the future to be in violation or breach of, or in default with respect to complying with, any material provision term thereof, and, assuming the due authorization, execution and delivery thereof by the other parties thereto, each such contract, agreement, instrument, lease, or license is in full force and constitutes is the legal, valid, and binding obligation of the parties thereto and, subject to applicable bankruptcy, insolvency, and other laws affecting the enforceability of creditors' rights generally, is enforceable as to them in accordance with its terms. (d) . Each such supply, distribution, agency, financing, or other arrangement or understanding is a valid and continuing arrangement or understanding; neither Fix-CorPurchaser, Acquisition, nor any other party to any such arrangement or understanding has given notice of termination or taken any action inconsistent with the continuance of that such arrangement or understanding; and the execution, delivery, and performance by Purchaser and Acquisition of this Agreement the Transaction Agreements to which it is party will not prejudice any of those arrangements such arrangement or understandings understanding in any way. (e) Fix-Cor . Each of Purchaser and Acquisition enjoys peaceful and undisturbed possession under all leases and licenses under which it is operating. Fix-Cor Neither Purchaser nor Acquisition is not a party to or bound by any contract, agreement, instrument, lease, license, arrangement, or understanding, or subject to any charter or other restriction, which has hadhad or, or to the knowledge of Fix-Cor Purchaser or Stockholder Acquisition, may in the future have, have a material adverse effect on the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of Fix-CorPurchaser or Acquisition. Fix-Cor Except as disclosed in the Purchaser SEC Documents and as contemplated by the Shalit Settlement Agreement, neither Purchaser nor Acquisition has not engaged nor within the last five years in, is it engaging in, nor does it intend or intends to engage in any transaction with with, or has had within the last five years, now has, or intends to have any Stockholdercontract, agreement, instrument, lease, license, arrangement, or understanding with, any stockholder, any director, officer, or employee of Fix-CorPurchaser (except for employment agreements listed in Schedule 3.10(a) and employment and compensation arrangements described in the Purchaser SEC Documents, in each case with such directors, officers, and employees who are not relatives or affiliates described in the next clause), any relative or affiliate of any Stockholder stockholder or of any such director, officer, or employee, or any other corporation or enterprise in which any Stockholderstockholder, any such director, officer, or employee, or any such relative or affiliate then had or now has a 5 percent [5 %] 5% or greater equity or voting or other substantial interest, other than contracts and agreements those listed and so specified in Exhibit D. Fix-Cor the Purchaser SEC Documents. The stock ledgers and stock transfer books and the minute book records of Purchaser and Acquisition relating to all issuances and transfers of stock by Purchaser and Acquisition and all proceedings of the stockholders and the Board of Directors and committees thereof of Purchaser and Acquisition since their respective incorporations made available to the Seller's counsel are the original stock ledgers and stock transfer books and minute book records of Purchaser and Acquisition or exact copies thereof. Neither Purchaser nor Acquisition is not in violation or breach of, or in default with respect to to, any term of its certificate of incorporation (or other charter document) document or Bylawsby-laws. Neither Purchaser nor Acquisition is a member of a customer or user organization or of a trade association other than as specified in Schedule 3.09 hereof.

Contracts and Other Instruments. (a) Exhibit G, titled List Section D of Contracts, Agreements the Centre Disclosure Letter contains a true and Instruments and Arrangements, accurately and completely sets forth correct statement of the information required to be contained therein regarding material contracts, agreements, instruments, leases, licenses, arrangements, or understandings with respect to Fix-CorCentre. Centre has furnished, identifying whether or on or prior to the matter disclosed therein relates Due Diligence Date will furnish, to Fix-Cor or to Stockholder. the Genghai Shareholders (1i) The the certificate of incorporation (or other charter document) and Byby-laws of Fix-Cor Centre and all amendments thereto, as presently in effect, certified by and (ii) the Secretary of the corporation, and following: (b) The following, initialed by the chief executive officer of Fix-Cor: (iA) true and correct copies of all material contracts, agreements, and instruments referred to in Exhibit G; Section D of the Centre Disclosure Letter; (iiB) true and correct copies of all material leases and licenses referred to in Section B or C of the Centre Disclosure Letter hereto; and (if any); and (iiiC) true and correct written descriptions of all material supply, distribution, agency, financing, or other arrangements or understandings referred to in Exhibit G. Section B or C of the Centre Disclosure Letter. To the best of Centre's knowledge, neither Centre nor (c) Neither Fix-Cor, nor to the knowledge of Fix-Cor or Stockholder, Centre) any other party to any of those contractssuch material contract, agreementsagreement, instrumentsinstrument, leaseslease, or licenses license is now or expects in the future to be in violation or breach of, or in default with respect to complying with, any material provision term thereof, and each such material contract, agreement, instrument, lease, or license is in full force and constitutes is (to the best of Centre's knowledge in the case of third parties) the legal, valid, and binding obligation of the parties thereto and (subject to applicable bankruptcy, insolvency, and other laws affecting the enforceability of creditors' rights generally) is enforceable as to them in accordance with its respective terms. (d) . Each such material supply, distribution, agency, financing, or other arrangement or understanding is a valid and continuing arrangement or understanding; neither Fix-Cor, Centre nor any other party to any such arrangement or understanding has given notice of termination or taken any action inconsistent with the continuance of that such arrangement or understanding; and the execution, delivery, and performance of this Agreement will not prejudice any of those arrangements such arrangement or understandings understanding in any way. (e) Fix-Cor . Centre enjoys peaceful and undisturbed possession under all material leases and licenses under which it is operating. Fix-Cor Centre is not a party to or bound by any contract, agreement, instrument, lease, license, arrangement, or understanding, or subject to any charter or other restriction, which has had, had or (to the knowledge of Fix-Cor or Stockholder Centre) may in the future have, have a material adverse effect on the financial condition, results of operations, businessbusinesses, properties, assets, liabilities, or future prospects of Fix-CorCentre. Fix-Cor Centre has not engaged nor since the Bankruptcy Termination Date, is it not engaging in, nor and does it not intend to engage in any transaction with with, and has not had, does not now have, and does not intend to have any Stockholdermaterial contract, agreement, instrument, lease, license, arrangement, or understanding with, any stockholder of Centre, any director, officer, or employee of Fix-CorCentre (except for employment agreements listed in Section D of the Centre Disclosure Letter and employment and compensation arrangements described in Section E of the Centre Disclosure Letter), any relative or affiliate of any Stockholder stockholder of Centre or of any such director, officer, or employee, or any other corporation or enterprise in which any Stockholderstockholder of Centre, any such director, officer, or employee, or any such relative or affiliate then had or now has a 5 percent [5 %] 5% or greater equity or voting or other substantial interest, other than contracts and agreements those listed and so specified in Exhibit D. Fix-Cor Section D of the Centre Disclosure Letter. The stock ledgers and stock transfer books relating to all issuances and transfers of stock by Centre and the minute book records of Centre and all proceedings of the stockholders and the Board of Directors and committees thereof of Centre since their respective incorporation made available to counsel to Genghai and the Genghai Shareholders are the original stock ledgers and stock transfer books and minute book records of Centre or exact copies thereof. Centre is not in violation or breach of, or in default with respect to to, any term of its certificate of incorporation (or other charter document) or Bylawsby-laws.

Contracts and Other Instruments. (a) Exhibit G, titled List The iTechexpress Disclosure Letter contains a true and correct statement of Contracts, Agreements and Instruments and Arrangements, accurately and completely sets forth the information required to be contained therein regarding material contracts, agreements, instruments, leases, licenses, arrangements, or understandings with respect to Fix-Cor, identifying whether iTechexpress. iTechexpress has furnished to MTHC: (i) the matter disclosed therein relates to Fix-Cor or to Stockholder. (1) The certificate of incorporation (or other charter document) and Byby-laws of Fix-Cor iTechexpress (or, in each case, the comparable charter documents, if any, under applicable law) and all amendments thereto, as presently in effect, certified by the Secretary or an authorized signatory of iTechexpress and (ii) the corporation, and following: (b) The following, initialed by the chief executive officer of Fix-Cor: (iA) true and correct copies of all material contracts, agreements, and instruments referred to in Exhibit G; the iTechexpress Disclosure Letter; (iiB) true and correct copies of all material leases and licenses referred to in the iTechexpress Disclosure Letter; and (if any); and (iiiC) true and correct written descriptions of all material supply, distribution, agency, financing, or other arrangements or understandings referred to in Exhibit G. (c) Neither Fix-Corthe iTechexpress Disclosure Letter. Except as set forth in the iTechexpress Disclosure Letter, nor iTechexpress is not party to any employment agreement with any employee thereof. To the knowledge best of Fix-Cor iTechexpress's knowledge, none of iTechexpress or Stockholder, any other party to any of those contractssuch contract, agreementsagreement, instrumentsinstrument, leaseslease, or licenses license is now or expects in the future to be in violation or breach of, or in default with respect to complying with, any material provision term thereof, and each such material contract, agreement, instrument, lease, or license is in full force and constitutes is (to the best of iTechexpress's knowledge in the case of third parties) the legal, valid, and binding obligation of the parties thereto and (subject to applicable bankruptcy, insolvency, and other laws affecting the enforceability of creditors' rights generally) is enforceable as to them in accordance with its terms. (d) . Each such material supply, distribution, agency, financing, or other arrangement or understanding is a valid and continuing arrangement or understanding; neither Fix-Cor, nor none of iTechexpress or any other party to any such arrangement or understanding has given notice of termination or taken any action inconsistent with the continuance of that such arrangement or understanding; and the execution, delivery, and performance of this Agreement will not prejudice any of those arrangements such arrangement or understandings understanding in any way. (e) Fix-Cor . iTechexpress enjoys peaceful and undisturbed possession under all leases and licenses under which it is operating. Fix-Cor iTechexpress is not a party to or bound by any contract, agreement, instrument, lease, license, arrangement, or understanding, or subject to any charter or other restriction, which has hadhad or, or to the knowledge best of Fix-Cor or Stockholder iTechexpress's knowledge, may in the future have, have a material adverse effect on the financial condition, results of operations, businessbusinesses, properties, assets, liabilities, or future prospects of Fix-CoriTechexpress and, following the consummation of the transactions contemplated hereby, MTHC. Fix-Cor iTechexpress has not engaged nor within the last five years in, is it engaging in, nor does it intend or intends to engage in any transaction with with, or has had within the last five years, now has, or intends to have any Stockholdercontract, agreement, instrument, lease, license, arrangement, or understanding with, any stockholder of iTechexpress, any director, officer, or employee of Fix-CoriTechexpress (except for employment agreements listed in the iTechexpress Disclosure Letter and employment and compensation arrangements described in the iTechexpress Disclosure Letter), any relative or affiliate of any Stockholder or stockholder of iTechexpress, any such director, officer, or employee, or any other corporation or enterprise in which any Stockholderstockholder of iTechexpress, any such director, officer, or employee, or any such relative or affiliate then had or now has a 5 percent [5 %] 5% or greater equity or voting or other substantial interest, other than contracts and agreements those listed and so specified in Exhibit D. Fix-Cor the iTechexpress Disclosure Letter. The stock ledgers and stock transfer books and the minute book records of iTechexpress relating to all issuances and transfers of stock by iTechexpress and all proceedings of the stockholders and the Board of Directors and committees thereof of iTechexpress since its incorporation made available to MTHC are the original stock ledgers and stock transfer books and minute book records of iTechexpress or exact copies thereof. iTechexpress is not in violation or breach of, or in default with respect to to, any term of its certificate of incorporation or by-laws (or other the comparable charter document) or Bylaws, if any, under applicable law).

Contracts and Other Instruments. (a) Exhibit G, titled List The REDOX Disclosure Letter contains a true and correct statement of Contracts, Agreements and Instruments and Arrangements, accurately and completely sets forth the information required to be contained therein regarding material contracts, agreements, instruments, leases, licenses, arrangements, or understandings with respect to Fix-Cor, identifying whether REDOX. REDOX has furnished to the matter disclosed therein relates to Fix-Cor or to Stockholder. Midnight Shareholders (1i) The the certificate of incorporation (or other charter document) and Byby-laws of Fix-Cor REDOX and all amendments thereto, as presently in effect, certified by and (ii) the Secretary of the corporation, and following: (b) The following, initialed by the chief executive officer of Fix-Cor: (iA) true and correct copies of all material contracts, agreements, and instruments referred to in Exhibit G; the REDOX Disclosure Letter; (iiB) true and correct copies of all material leases and licenses referred to in the REDOX Disclosure Letter hereto; and (if any); and (iiiC) true and correct written descriptions of all material supply, distribution, agency, financing, or other arrangements or understandings referred to in Exhibit G. the REDOX Disclosure Letter. To the best of REDOX's knowledge, neither REDOX nor (c) Neither Fix-Cor, nor to the knowledge of Fix-Cor or Stockholder, REDOX) any other party to any of those contractssuch material contract, agreementsagreement, instrumentsinstrument, leaseslease, or licenses license is now or expects in the future to be in violation or breach of, or in default with respect to complying with, any material provision term thereof, and each such material contract, agreement, instrument, lease, or license is in full force and constitutes is (to the best of REDOX's knowledge in the case of third parties) the legal, valid, and binding obligation of the parties thereto and (subject to applicable bankruptcy, insolvency, and other laws affecting the enforceability of creditors' rights generally) is enforceable as to them in accordance with its respective terms. (d) . Each such material supply, distribution, agency, financing, or other arrangement or understanding is a valid and continuing arrangement or understanding; neither Fix-Cor, REDOX nor any other party to any such arrangement or understanding has given notice of termination or taken any action inconsistent with the continuance of that such arrangement or understanding; and the execution, delivery, and performance of this Agreement will not prejudice any of those arrangements such arrangement or understandings understanding in any way. (e) Fix-Cor . REDOX enjoys peaceful and undisturbed possession under all material leases and licenses under which it is operating. Fix-Cor REDOX is not a party to to, or bound by by, any contract, agreement, instrument, lease, license, arrangement, or understanding, or subject to any charter or other restriction, which has had, had or (to the knowledge of Fix-Cor or Stockholder REDOX) may in the future have, have a material adverse effect on the financial condition, results of operations, businessbusinesses, properties, assets, liabilities, or future prospects of Fix-CorREDOX. Fix-Cor REDOX has not engaged nor within the last five years in, is it not engaging in, nor and does it not intend to engage in any transaction with with, and has not had within the last five years, does not now have, and does not intend to have any Stockholdermaterial contract, agreement, instrument, lease, license, arrangement, or understanding with, any stockholder of REDOX, any director, officer, or employee of Fix-CorREDOX (except for employment agreements listed in the REDOX Disclosure Letter and employment and compensation arrangements described in the REDOX Disclosure Letter), any relative or affiliate of any Stockholder stockholder of REDOX or of any such director, officer, or employee, or any other corporation or enterprise in which any Stockholderstockholder of REDOX, any such director, officer, or employee, or any such relative or affiliate then had or now has a 5 percent [5 %] 5% or greater equity or voting or other substantial interest, other than contracts and agreements those listed and so specified in Exhibit D. Fix-Cor the REDOX Disclosure Letter. The minute book records of REDOX and all proceedings of the stockholders and the Board of Directors and committees thereof of REDOX since their respective incorporations made available to counsel to Midnight and the Midnight Shareholders are the original minute book records of REDOX or exact copies thereof. REDOX is not in violation or breach of, or in default with respect to to, any term of its certificate of incorporation (or other charter document) or Bylawsby-laws.