Common use of Contracts and Other Instruments Clause in Contracts

Contracts and Other Instruments. (a) The Customer Contracts delivered at Closing pursuant to 1.01(a)(5) are all of the Customer Contracts of the Engineering Division. Schedule 2.07(a) or the other schedules to this Agreement set forth a true and correct listing of all material contracts, other than Customer Contracts and contracts with subcontractors, to which any Seller is a party for the use or benefit of the Engineering Division, including material leases and licenses and all supply, distribution, agency, financing or other arrangements and understandings. Any of the foregoing not - 23 of 49 - disclosed on the other schedules to this Agreement are listed on Schedule 2.07(a). For purposes of this 2.07(a) only, "material contract" means a contract, including Customer Contracts, which provides for the provision or purchase of goods or services in excess of $20,000 per annum or requires performance by Seller for a period of more than twelve months. With respect to Customer Contracts, "material arrangement or understanding" includes any relationship between Seller and any customer or group of related customers, whether formalized by binding written contract or not, from which Sellers derived more than $50,000 in the twelve months preceding the Closing Date. Neither Sellers nor, to Sellers' knowledge, any other party to any material contract, agreement, instrument, lease, or license is now or is expected by Sellers as of Closing to be in the future in violation or breach of, or in default with respect to complying with, any material provision thereof, and to Sellers' knowledge, each such material contract, agreement, instrument, lease, or license is in full force and is the legal, valid, and binding obligation of the parties thereto and is enforceable as to them in accordance with its terms, except as disclosed on Schedule 2.07(a). Neither any Seller nor, to Sellers' knowledge, any other party to any material contract, arrangement or understanding has given notice of termination or taken any action inconsistent with the continuance of such material contract, arrangement or understanding. (b) Except for situations disclosed on Schedule 2.07(b) and for the cost of correction of which an adequate reserve is or will be recorded on the Closing ED Balance Sheet as a liability: all services rendered and products supplied by the Engineering Division prior to the Effective Time have been in conformity with the scope of performance defined by the contract or arrangement, and to the reasonable satisfaction of the customer; no curative or corrective work, replacements or payments are necessary to render such performance legally or contractually sufficient; and all costs for performance completed prior to Closing shall have been duly recorded as liabilities on the Closing ED Balance Sheet. Xxxxxxxx by Sellers on each Customer Contract to be acquired by Purchaser as a Purchased Asset shall not, as of the Effective Time, have constituted a greater percentage of total allowable xxxxxxxx under such contract than the percentage of work performed prior to the Effective Time shall have constituted of total work to be performed under such contract. (c) Sellers enjoy peaceful and undisturbed possession under all Assumed Premises Leases and licenses under which the Engineering Division is operating. No Seller is a party to or bound by any contract, agreement, instrument, lease, license, arrangement, or understanding, or subject to any charter or other restriction, which, to the knowledge of Sellers, could reasonably be expected to have a material and adverse affect on the Purchased Assets or the operations or business of the Engineering Division. Sellers have no contract, agreement, lease, license, arrangement, or understanding related to, or which could reasonably be expected to have a material adverse effect upon, the Purchased Assets or Purchaser's title thereto or the operations of the Engineering Division with, any shareholder, any director, officer, or employee of any Seller, or any other corporation or enterprise in which any Seller, or any shareholder, any director, officer, or employee of any Seller, has a five percent (5%) or greater equity or voting or other substantial interest, other than such contracts and agreements as so listed and specified on Schedule 2.07(c). There exists no contract, agreement, right or understanding material to the business of the Engineering Division which is in the name of any principal, officer, director, shareholder or any other person or entity other than a Seller except as disclosed and so identified on Schedule 2.07(c). (d) The backlog schedule provided as Schedule 1.01(a)(12) is correct to Sellers' knowledge as of the Effective Time, and, to Sellers' knowledge, the backlog items listed on such schedule all represent actual commitments by customers for the performance of services by the Engineering Division which are either actual contractual commitments or actual written or verbal communications of commitment received by a Seller from the customers to hire a Seller for the performance of such services in such amounts as are shown on the schedule.

Contracts and Other Instruments. (a) The Customer Contracts delivered at Closing pursuant to Section 1.01(a)(5) are all of the Customer Contracts of the Engineering Division. Schedule 2.07(a) or the other schedules to this Agreement set forth a true and correct listing of all material contracts, other than Customer Contracts and contracts with subcontractors, to which any Seller is a party for the use or - 23 of 49 - 24 benefit of the Engineering Division, including material leases and licenses and all supply, distribution, agency, financing or other arrangements and understandings. Any of the foregoing not - 23 of 49 - disclosed on the other schedules to this Agreement are listed on Schedule 2.07(a). For purposes of this Section 2.07(a) only, "material contract" means a contract, including Customer Contracts, which provides for the provision or purchase of goods or services in excess of $20,000 per annum or requires performance by Seller for a period of more than twelve months. With respect to Customer Contracts, "material arrangement or understanding" includes any relationship between Seller and any customer or group of related customers, whether formalized by binding written contract or not, from which Sellers derived more than $50,000 in the twelve months preceding the Closing Date. Neither Sellers nor, to Sellers' knowledge, any other party to any material contract, agreement, instrument, lease, or license is now or is expected by Sellers as of Closing to be in the future in violation or breach of, or in default with respect to complying with, any material provision thereof, and to Sellers' knowledge, each such material contract, agreement, instrument, lease, or license is in full force and is the legal, valid, and binding obligation of the parties thereto and is enforceable as to them in accordance with its terms, except as disclosed on Schedule 2.07(a). Neither any Seller nor, to Sellers' knowledge, any other party to any material contract, arrangement or understanding has given notice of termination or taken any action inconsistent with the continuance of such material contract, arrangement or understanding. (b) Except for situations disclosed on Schedule 2.07(b) and for the cost of correction of which an adequate reserve is or will be recorded on the Closing ED Balance Sheet as a liability: all services rendered and products supplied by the Engineering Division prior to the Effective Time have been in conformity with the scope of performance defined by the contract or arrangement, and to the reasonable satisfaction of the customer; no curative or corrective work, replacements or payments are necessary to render such performance legally or contractually sufficient; and all costs for performance completed prior to Closing shall have been duly recorded as liabilities on the Closing ED Balance Sheet. Xxxxxxxx by Billxxxx xx Sellers on each Customer Contract to be acquired by Purchaser as a Purchased Asset shall not, as of the Effective Time, have constituted a greater percentage of total allowable xxxxxxxx under billxxxx xxxer such contract than the percentage of work performed prior to the Effective Time shall have constituted of total work to be performed under such contract. (c) Sellers enjoy peaceful and undisturbed possession under all Assumed Premises Leases and licenses under which the Engineering Division is operating. No Seller is a party to or bound by any contract, agreement, instrument, lease, license, arrangement, or understanding, or subject to any charter or other restriction, which, to the knowledge of Sellers, could reasonably be expected to - 24 of 49 - 25 have a material and adverse affect on the Purchased Assets or the operations or business of the Engineering Division. Sellers have no contract, agreement, lease, license, arrangement, or understanding related to, or which could reasonably be expected to have a material adverse effect upon, the Purchased Assets or Purchaser's title thereto or the operations of the Engineering Division with, any shareholder, any director, officer, or employee of any Seller, or any other corporation or enterprise in which any Seller, or any shareholder, any director, officer, or employee of any Seller, has a five percent (5%) or greater equity or voting or other substantial interest, other than such contracts and agreements as so listed and specified on Schedule 2.07(c). There exists no contract, agreement, right or understanding material to the business of the Engineering Division which is in the name of any principal, officer, director, shareholder or any other person or entity other than a Seller except as disclosed and so identified on Schedule 2.07(c). (d) The backlog schedule provided as Schedule 1.01(a)(12) is correct to Sellers' knowledge as of the Effective Time, and, to Sellers' knowledge, the backlog items listed on such schedule all represent actual commitments by customers for the performance of services by the Engineering Division which are either actual contractual commitments or actual written or verbal communications of commitment received by a Seller from the customers to hire a Seller for the performance of such services in such amounts as are shown on the schedule.

Contracts and Other Instruments. (a) The Customer Contracts delivered at Closing pursuant to 1.01(a)(5) are all of the Customer Contracts of the Engineering Division. Schedule 2.07(a) or the other schedules to this Agreement set forth a true and correct listing of all material contracts, other than Customer Contracts and contracts with subcontractors, to which any Seller is a party for the use or benefit of the Engineering Division, including material leases and licenses and all supply, distribution, agency, financing or other arrangements and understandings. Any of the foregoing not - 23 of 49 - disclosed on the other schedules to this Agreement are listed on Schedule 2.07(a). For purposes of this 2.07(a) only, "material contract" means a contract, including Customer Contracts, which provides for the provision or purchase of goods or services in excess of $20,000 per annum or requires performance by Seller for a period of more than twelve months. With respect to Customer Contracts, "material arrangement or understanding" includes any relationship between Seller and any customer or group of related customers, whether formalized by binding written contract or not, from which Sellers derived more than $50,000 in the twelve months preceding the Closing Date. Neither Sellers nor, to Sellers' knowledge, any other party to any material contract, agreement, instrument, lease, or license is now or is expected by Sellers as of Closing to be in the future in violation or breach of, or in default with respect to complying with, any material provision thereof, and to Sellers' knowledge, each such material contract, agreement, instrument, lease, or license is in full force and is the legal, valid, and binding obligation of the parties thereto and is enforceable as to them in accordance with its terms, except as disclosed on Schedule 2.07(a). Neither any Seller nor, to Sellers' knowledge, any other party to any material contract, arrangement or understanding has given notice of termination or taken any action inconsistent with the continuance of such material contract, arrangement or understanding. (b) Except for situations disclosed on Schedule 2.07(b) and for the cost of correction of which an adequate reserve is or will be recorded on the Closing ED Balance Sheet as a liability: all services rendered and products supplied by the Engineering Division prior to the Effective Time have been in conformity with the scope of performance defined by the contract or arrangement, and to the reasonable satisfaction of the customer; no curative or corrective work, replacements or payments are necessary to render such performance legally or contractually sufficient; and all costs for performance completed prior to Closing shall have been duly recorded as liabilities on the Closing ED Balance Sheet. Xxxxxxxx by Sellers on each Customer Contract to be acquired by Purchaser as a Purchased Asset shall not, as of the Effective Time, have constituted a greater percentage of total allowable xxxxxxxx under such contract than the percentage of work performed prior to the Effective Time shall have constituted of total work to be performed under such contract. (c) Sellers enjoy peaceful and undisturbed possession under all Assumed Premises Leases and licenses under which the Engineering Division is operating. No Seller is a party to or bound by any contract, agreement, instrument, lease, license, arrangement, or understanding, or subject to any charter or other restriction, which, to the knowledge of Sellers, could reasonably be expected to have a material and adverse affect on the Purchased Assets or the operations or business of the Engineering Division. Sellers have no contract, agreement, lease, license, arrangement, or understanding related to, or which could reasonably be expected to have a material adverse effect upon, the Purchased Assets or Purchaser's title thereto or the operations of the Engineering Division with, any shareholder, any director, officer, or employee of any Seller, or any other corporation or enterprise in which any Seller, or any shareholder, any director, officer, or employee of any Seller, has a five percent (5%) or greater equity or voting or other substantial interest, other than such contracts and agreements as so listed and specified on Schedule 2.07(c). There exists no contract, agreement, right or understanding material to the business of the Engineering Division which is in the name of any principal, officer, director, shareholder or any other person or entity other than a Seller except as disclosed and so identified on Schedule 2.07(c). (d) The backlog schedule provided as Schedule 1.01(a)(12) is correct to Sellers' knowledge as of the Effective Time, and, to Sellers' knowledge, the backlog items listed on such schedule all represent actual commitments by customers for the performance of services by the Engineering Division which are either actual contractual commitments or actual written or verbal communications of commitment received by a Seller from the customers to hire a Seller for the performance of such services in such amounts as are shown on the schedule.

Contracts and Other Instruments. (a) The Customer Contracts delivered at Closing pursuant 3.10.1 Each Contract is a valid, binding and enforceable agreement of Seller and, to 1.01(a)(5) are all the best knowledge of Seller and Parent, the other parties thereto. There has not occurred any default under any Contract on the part of Seller or, to the best knowledge of Seller and Parent, on the part of the Customer Contracts other parties thereto, and no event has occurred which, with the giving of notice or the lapse of time, or both, would constitute any default under any Contract. Except as set forth on Schedule 3.10.1, no consent of any party to any Contract is required in order to permit the execution, delivery or performance of this Agreement, the consummation of the Engineering Division. Schedule 2.07(a) transactions contemplated hereby, or the other schedules sale, transfer or delivery of the Acquisition Assets or the assumption of the liabilities to be assumed by Buyer under Section 2.4, nor will the execution, delivery or performance of this Agreement set forth Agreement, the consummation of the transactions contemplated hereby or the sale, transfer and delivery of the Acquisition Assets or the assumption of the liabilities to be assumed by Buyer, result in a true breach of any of the terms and correct listing provisions of, or constitute a default under, or conflict with, or result in a modification of, any Contract of all material contractsSeller. Seller is not under any liability or obligation with respect to the return of products sold by Seller which have been delivered to or at the direction of any customer. 3.10.2 Schedule 1.1(c) attached hereto lists each contract, other than Customer Contracts and contracts with subcontractorsagreement, purchase order, lease, license, indenture or commitment, written or oral, to which any Seller is a party or by which any of their assets are bound, except: (A) agreements for the use purchase by Seller of goods, materials, supplies or benefit services in the ordinary course of the Engineering Division, including material leases business involving less than $25,000 in consideration in each such case; and licenses and all supply, distribution, agency, financing or other arrangements and understandings. Any of the foregoing not - 23 of 49 - disclosed on the other schedules to this Agreement are listed on Schedule 2.07(a). For purposes of this 2.07(a(B) only, "material contract" means a contract, including Customer Contracts, which provides agreements for the provision or purchase sale of goods or services in excess the ordinary course of business in which the sales price of the goods to be sold and the services to be rendered pursuant to each such agreement is less than $20,000 per annum or requires performance by Seller 25,000 for a period each such agreement. True and complete copies of more than twelve months. With respect to Customer each of the Contracts, "material arrangement or understanding" includes any relationship between Seller where they are oral, true and any customer or group of related customers, whether formalized by binding complete written contract or not, from which Sellers derived more than $50,000 in the twelve months preceding the Closing Date. Neither Sellers nor, to Sellers' knowledge, any other party to any material contract, agreement, instrument, lease, or license is now or is expected by Sellers as of Closing to be in the future in violation or breach of, or in default with respect to complying with, any material provision summaries thereof, and to Sellers' knowledge, each such material contract, agreement, instrument, lease, or license is in full force and is the legal, valid, and binding obligation of the parties thereto and is enforceable as to them in accordance with its terms, except as disclosed on Schedule 2.07(a). Neither any Seller nor, to Sellers' knowledge, any other party to any material contract, arrangement or understanding has given notice of termination or taken any action inconsistent with the continuance of such material contract, arrangement or understanding. (b) Except for situations disclosed on Schedule 2.07(b) and for the cost of correction of which an adequate reserve is or will be recorded on the Closing ED Balance Sheet as a liability: all services rendered and products supplied by the Engineering Division prior to the Effective Time have been in conformity with the scope of performance defined delivered to Buyer by the contract or arrangement, and to the reasonable satisfaction of the customer; no curative or corrective work, replacements or payments are necessary to render such performance legally or contractually sufficient; and all costs for performance completed prior to Closing shall have been duly recorded as liabilities on the Closing ED Balance Sheet. Xxxxxxxx by Sellers on each Customer Contract to be acquired by Purchaser as a Purchased Asset shall not, as of the Effective Time, have constituted a greater percentage of total allowable xxxxxxxx under such contract than the percentage of work performed prior to the Effective Time shall have constituted of total work to be performed under such contractSeller. (c) Sellers enjoy peaceful and undisturbed possession under all Assumed Premises Leases and licenses under which the Engineering Division is operating. No Seller is a party to or bound by any contract, agreement, instrument, lease, license, arrangement, or understanding, or subject to any charter or other restriction, which, to the knowledge of Sellers, could reasonably be expected to have a material and adverse affect on the Purchased Assets or the operations or business of the Engineering Division. Sellers have no contract, agreement, lease, license, arrangement, or understanding related to, or which could reasonably be expected to have a material adverse effect upon, the Purchased Assets or Purchaser's title thereto or the operations of the Engineering Division with, any shareholder, any director, officer, or employee of any Seller, or any other corporation or enterprise in which any Seller, or any shareholder, any director, officer, or employee of any Seller, has a five percent (5%) or greater equity or voting or other substantial interest, other than such contracts and agreements as so listed and specified on Schedule 2.07(c). There exists no contract, agreement, right or understanding material to the business of the Engineering Division which is in the name of any principal, officer, director, shareholder or any other person or entity other than a Seller except as disclosed and so identified on Schedule 2.07(c). (d) The backlog schedule provided as Schedule 1.01(a)(12) is correct to Sellers' knowledge as of the Effective Time, and, to Sellers' knowledge, the backlog items listed on such schedule all represent actual commitments by customers for the performance of services by the Engineering Division which are either actual contractual commitments or actual written or verbal communications of commitment received by a Seller from the customers to hire a Seller for the performance of such services in such amounts as are shown on the schedule.

Contracts and Other Instruments. 3.9.1. Except as set forth in SECTION 3.9.1 of the Disclosure Schedule, no consent of any party to any Contract is required in order to permit the execution, delivery or performance of this Agreement, the consummation of the transactions contemplated hereby, or the sale, transfer or delivery of the Acquisition Assets or the assumption of the Assumed Liabilities to be assumed by Buyer, nor will the execution, delivery or performance of this Agreement, the consummation of the transactions contemplated hereby or the sale, transfer and delivery of the Acquisition Assets or the assumption of the Assumed Liabilities to be assumed by Buyer, (ai) The Customer Contracts delivered at Closing pursuant to 1.01(a)(5result in a breach of any of the terms and provisions of, or constitute a default under, or conflict with, or result in a modification of, any Contract of Seller except for such breach, default or conflict that would not have a Material Adverse Effect or (ii) are trigger an obligation on the part of Seller, its successor or Buyer of all or substantially all of the Customer Contracts Seller's assets to make any payment or performance not otherwise required under such Contract. 3.9.2. SECTION 1.1(e) of the Engineering Division. Disclosure Schedule 2.07(a) or the other schedules to this Agreement set forth contains a true and correct listing complete list of all material written contracts, agreements and other than Customer Contracts and contracts with subcontractors, instruments relating to the Division to which any Seller is a party for the use or benefit as of the Engineering Division, including material leases Closing Date and licenses which have not been fully performed by Seller: (a) relating to capital leases; (b) with a stated term exceeding three (3) months or more from the date hereof and all supply, distribution, agency, financing not cancelable by either party thereto without penalty on thirty (30) days or other arrangements and understandings. Any of the foregoing not - 23 of 49 - disclosed on the other schedules to this Agreement are listed on Schedule 2.07(a). For purposes of this 2.07(aless notice; (c) only, "material contract" means that is a contract, including Customer Contracts, which provides for the provision or purchase of goods or services order in excess of $20,000 per annum 100,000 or requires performance by Seller for that is not a period purchase order and creates a commitment in excess of more than twelve months. With respect to Customer Contracts, "material arrangement or understanding" includes $100,000 (including any relationship between Seller and any customer or group of related customers, whether formalized by binding written contract or not, from which Sellers derived more than $50,000 in the twelve months preceding the Closing Date. Neither Sellers nor, to Sellers' knowledge, any other party to any material contract, agreement, instrument, lease, or license is now or is expected by Sellers as of Closing to be in the future in violation or breach of, or in default such contracts with respect to complying with, any material provision thereof, and to Sellers' knowledge, each such material contract, agreement, instrument, lease, or license is in full force and is the legal, valid, and binding obligation of the parties thereto and is enforceable as to them in accordance with its terms, except as disclosed on Schedule 2.07(aa Significant Customer). Neither any Seller nor, to Sellers' knowledge, any other party to any material contract, arrangement or understanding has given notice of termination or taken any action inconsistent with the continuance of such material contract, arrangement or understanding.; (bd) Except for situations disclosed on Schedule 2.07(b) and for the cost of correction of which an adequate reserve is or will be recorded on the Closing ED Balance Sheet as a liability: all services rendered and products supplied by the Engineering Division prior relating to the Effective Time have been in conformity with the scope employment or compensation of performance defined by the contract or arrangement, and to the reasonable satisfaction of the customer; no curative or corrective work, replacements or payments are necessary to render such performance legally or contractually sufficient; and all costs for performance completed prior to Closing shall have been duly recorded as liabilities on the Closing ED Balance Sheet. Xxxxxxxx by Sellers on each Customer Contract to be acquired by Purchaser as a Purchased Asset shall not, as of the Effective Time, have constituted a greater percentage of total allowable xxxxxxxx under such contract than the percentage of work performed prior to the Effective Time shall have constituted of total work to be performed under such contract. (c) Sellers enjoy peaceful and undisturbed possession under all Assumed Premises Leases and licenses under which the Engineering Division is operating. No Seller is a party to or bound by any contract, agreement, instrument, lease, license, arrangement, or understanding, or subject to any charter or other restriction, which, to the knowledge of Sellers, could reasonably be expected to have a material and adverse affect on the Purchased Assets or the operations or business of the Engineering Division. Sellers have no contract, agreement, lease, license, arrangement, or understanding related to, or which could reasonably be expected to have a material adverse effect upon, the Purchased Assets or Purchaser's title thereto or the operations of the Engineering Division with, any shareholder, any director, officer, or employee of any Selleremployee, or any other corporation or enterprise in which any Seller, or any shareholder, any director, officer, or employee of any Seller, has a five percent (5%) or greater equity or voting consultant or other substantial interestagent of Seller, other than such contracts and agreements as so listed and specified on Schedule 2.07(c). There exists no contract, agreement, right or understanding material non-written at-will employment agreements; (e) relating to the sale or other disposition of any assets, properties or rights (other than sale of inventory in the ordinary course of business and disposition of obsolete equipment in the ordinary course of business and the transactions contemplated by this Agreement); (f) relating to the lease or similar arrangement of any machinery, equipment, motor vehicles, furniture, fixtures or similar property; (g) that restricts the operation of Seller or the Division Business, or restricts the development, manufacture, marketing or distribution of any product of the Engineering Division which is anywhere in the name world; (h) that is a Collective Bargaining Agreement or other contract with any labor union or similar organization; (i) that is an Employee Benefit Plan; (j) relating to the purchase of any principalraw materials required to be purchased by Seller, officer, director, shareholder or any other person or entity other than contracts or agreements that relate to the purchase of raw materials with a Seller except as disclosed and so identified on Schedule 2.07(c). (d) The backlog schedule provided as Schedule 1.01(a)(12) is correct to Sellers' knowledge as stated purchase price of the Effective Timeless than $100,000, individually, and, together with all other such contracts or agreements, less than $100,000, in the aggregate and other than purchase orders (which are the subject of paragraph (c) above); or (k) that is not made in the ordinary course of business or that is material to Sellers' Seller, taken as a whole. The contracts, agreements and other instruments required to be listed pursuant to clauses (a) through (k) of this SECTION 3.9.2, are referred to herein, collectively, as the "SPECIFIED CONTRACTS." In addition, SECTION 1.1(e) of the Disclosure Schedule contains a description of each category or type of written or oral contract, agreement and other instrument to which Seller is a party that is to be assumed and acquired from Seller by Buyer at the Closing, but as to which category or type it is hereby agreed shall not be specifically listed as a Specified Contract (the "GENERICALLY IDENTIFIED Contracts"). Seller is not in default under any Assumed Contract where such default could, individually or in the aggregate with defaults under other Assumed Contracts, have an adverse effect on the Division Business or Acquisition Assets that is material in any manner. All Assumed Contracts are valid, binding and in full force and effect and, to Seller's knowledge, are enforceable by Seller in accordance with their respective terms, and since June 25, 1999, Seller has performed all material obligations to be performed by Seller to date under the backlog items listed on such schedule Assumed Contracts to the extent required to be consistent with the ordinary course of business. Seller has furnished to, or made available for inspection and copy by, Buyer a true and correct copy (or summaries, if oral) of all represent actual commitments by customers Specified Contracts and has provided Buyer with full access to all Generically Identified Contracts, in each case, together with all amendments, waivers or other changes thereto. 3.9.3. SECTION 3.9.3 of the Disclosure Schedule lists each outstanding bid or proposal for a contract under which the performance value of services to be performed or goods to be provided by Seller or the Engineering Division which are either actual contractual commitments cost of goods to be sold by Seller is expected to exceed $100,000 and a description and projected dollar value of each such bid or actual written or verbal communications of commitment received by a Seller from the customers to hire a Seller for the performance of such services in such amounts as are shown on the scheduleproposal.

Contracts and Other Instruments. (a) The Customer Contracts delivered at Closing pursuant to 1.01(a)(5) are all of the Customer Contracts of the Engineering Division. Schedule 2.07(a) or the other schedules to this Agreement 3.9.1 Except as set forth a true and correct listing of all in SCHEDULE 3.9.1 attached hereto, there has not occurred any material contracts, other than Customer Contracts and contracts with subcontractors, to which default under any Seller is a party for the use or benefit of the Engineering Division, including material leases and licenses and all supply, distribution, agency, financing or other arrangements and understandings. Any of the foregoing not - 23 of 49 - disclosed Contract on the other schedules to this Agreement are listed on Schedule 2.07(a). For purposes part of this 2.07(a) only, "material contract" means a contract, including Customer Contracts, which provides for the provision or purchase of goods or services in excess of $20,000 per annum or requires performance by Seller for a period of more than twelve months. With respect to Customer Contracts, "material arrangement or understanding" includes any relationship between Seller and any customer or group of related customers, whether formalized by binding written contract or not, from which Sellers derived more than $50,000 in the twelve months preceding the Closing Date. Neither Sellers nor, to Sellers' knowledge, any other party to any material contract, agreement, instrument, lease, or license is now or is expected by Sellers as of Closing to be in the future in violation or breach of, or in default with respect to complying with, any material provision thereof, and to Sellers' knowledge, each such material contract, agreement, instrument, lease, or license is in full force and is the legal, valid, and binding obligation of the parties thereto and is enforceable as to them in accordance with its terms, except as disclosed on Schedule 2.07(a). Neither any Seller nor, to Sellers' knowledge, any other party to any material contract, arrangement or understanding has given notice of termination or taken any action inconsistent with the continuance of such material contract, arrangement or understanding. (b) Except for situations disclosed on Schedule 2.07(b) and for the cost of correction of which an adequate reserve is or will be recorded on the Closing ED Balance Sheet as a liability: all services rendered and products supplied by the Engineering Division prior to the Effective Time have been in conformity with the scope of performance defined by the contract or arrangement, and to the reasonable satisfaction of the customer; no curative or corrective work, replacements or payments are necessary to render such performance legally or contractually sufficient; and all costs for performance completed prior to Closing shall have been duly recorded as liabilities on the Closing ED Balance Sheet. Xxxxxxxx by Sellers on each Customer Contract to be acquired by Purchaser as a Purchased Asset shall not, as of the Effective Time, have constituted a greater percentage of total allowable xxxxxxxx under such contract than the percentage of work performed prior to the Effective Time shall have constituted of total work to be performed under such contract. (c) Sellers enjoy peaceful and undisturbed possession under all Assumed Premises Leases and licenses under which the Engineering Division is operating. No Seller is a party to or bound by any contract, agreement, instrument, lease, license, arrangement, or understanding, or subject to any charter or other restriction, whichor, to the knowledge of SellersSeller, could on the part of the other parties thereto, and no event has occurred which, with the giving of notice or the lapse of time, or both, would constitute any default under any Contract. Except as set forth in SCHEDULE 3.6 attached hereto, no consent of any party to any Contract is required in order to permit the execution, delivery or performance of this Agreement, the consummation of the transactions contemplated hereby, or the sale, transfer or delivery of the Acquisition Assets or the assumption of the liabilities to be assumed by Buyer under Section 2.3, nor will the execution, delivery or performance of this Agreement, the consummation of the transactions contemplated hereby or the sale, transfer and delivery of the Acquisition Assets or the assumption of the liabilities to be assumed by Buyer, result in a material breach of any of the terms and provisions of, or constitute a default under, or conflict with, or result in a modification of, any Contract of Seller, except for such breaches, defaults, conflicts or modifications that would not in the aggregate reasonably be expected to have a material Material Adverse Effect. 3.9.2 SCHEDULE 1.1(e) attached hereto lists each Contract, except: (a) agreements for the purchase by Seller of goods, materials, supplies or services in the ordinary course of business involving less than $50,000 in consideration in each such case; and adverse affect on (b) agreements for the Purchased Assets sale of goods or services in the operations or ordinary course of business in which the sales price of the Engineering Divisiongoods to be sold and the services to be rendered pursuant to each such agreement is less than $50,000 for each such agreement. Sellers have no contract, agreement, lease, license, arrangementTrue and complete copies of each of the Contracts, or understanding related towhere they are oral, or which could reasonably be expected true and complete written summaries thereof, have been delivered to have a material adverse effect upon, the Purchased Assets or Purchaser's title thereto or the operations of the Engineering Division with, any shareholder, any director, officer, or employee of any Buyer by Seller, or any other corporation or enterprise in which any Seller, or any shareholder, any director, officer, or employee of any Seller, has a five percent (5%) or greater equity or voting or other substantial interest, other than such contracts and agreements as so listed and specified on Schedule 2.07(c). There exists no contract, agreement, right or understanding material to the business of the Engineering Division which is in the name of any principal, officer, director, shareholder or any other person or entity other than a Seller except as disclosed and so identified on Schedule 2.07(c). (d) The backlog schedule provided as Schedule 1.01(a)(12) is correct to Sellers' knowledge as of the Effective Time, and, to Sellers' knowledge, the backlog items listed on such schedule all represent actual commitments by customers for the performance of services by the Engineering Division which are either actual contractual commitments or actual written or verbal communications of commitment received by a Seller from the customers to hire a Seller for the performance of such services in such amounts as are shown on the schedule.