Common use of Contracts and Other Instruments Clause in Contracts

Contracts and Other Instruments. The CWTI SEC Documents contains a true and correct statement of the information required to be contained therein regarding material contracts, agreements, instruments, leases, licenses, arrangements, or understandings with respect to CWTI. CWTI has made available to the SheerVision Shareholders (i) the certificate of incorporation (or other charter document) and by-laws of CWTI and all amendments thereto, as presently in effect, and (ii) the following: (A) true and correct copies of all material contracts, agreements, and instruments referred to in the CWTI SEC Documents; (B) true and correct copies of all material leases and licenses referred to in the CWTI SEC Documents hereto; and (C) true and correct written descriptions of all material supply, distribution, agency, financing, or other arrangements or understandings referred to in the CWTI SEC Documents. To the best of CWTI's knowledge, neither CWTI nor (to the knowledge of CWTI) any other party to any such material contract, agreement, instrument, lease, or license is now or expects in the future to be in violation or breach of, or in default with respect to complying with, any term thereof, and each such material contract, agreement, instrument, lease, or license is in full force and is (to the best of CWTI'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. Each such material supply, distribution, agency, financing, or other arrangement or understanding is a valid and continuing arrangement or understanding; neither CWTI nor any other party to any such arrangement or understanding has given notice of termination or taken any action inconsistent with the continuance of such arrangement or understanding; and the execution, delivery, and performance of this Agreement will not prejudice any such arrangement or understanding in any way. CWTI enjoys peaceful and undisturbed possession under all material leases and licenses under which it is operating. CWTI is not 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 CWTI) may in the future have a material adverse effect on the financial condition, results of operations, businesses, properties, assets, liabilities, or future prospects of CWTI. CWTI has not engaged within the last five years in, is not engaging in, and does not intend to engage in any transaction with, and has not had within the last five years, does not now have, and does not intend to have any material contract, agreement, instrument, lease, license, arrangement, or understanding with, any stockholder of CWTI, any director, officer, or employee of CWTI (except for employment agreements listed in the CWTI SEC Documents and employment and compensation arrangements described in the CWTI SEC Documents), any relative or affiliate of any stockholder of CWTI or of any such director, officer, or employee, or any other corporation or enterprise in which any stockholder of CWTI, any such director, officer, or employee, or any such relative or affiliate then had or now has a 5% or greater equity or voting or other substantial interest, other than those listed and so specified in the CWTI SEC Documents. The stock ledgers and stock transfer books relating to all issuances and transfers of stock by CWTI and the minute book records of CWTI and all proceedings of the stockholders and the Board of Directors and committees thereof of CWTI since their respective incorporations made available to counsel to SheerVision and the SheerVision Shareholders are the original stock ledgers and stock transfer books and minute book records of CWTI or exact copies thereof. CWTI 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 by-laws.

Contracts and Other Instruments. The CWTI SEC Documents Midnight Disclosure Letter contains a true and correct statement list of the information required to be contained therein regarding material contracts, agreements, instruments, leases, licenses, arrangements, or understandings with respect to CWTIMidnight and the Midnight Subsidiaries taken as a whole. CWTI Midnight has made available to the SheerVision Shareholders REDOX: (i) the certificate of incorporation (or other charter document) and by-laws of CWTI Midnight and each Midnight Subsidiary (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 thereof or an authorized signatory thereof and (ii) the following: (A) true and correct copies of all material contracts, agreements, and instruments referred to in the CWTI SEC DocumentsMidnight Disclosure Letter; (B) true and correct copies of all material leases and licenses referred to in the CWTI SEC Documents heretoMidnight Disclosure Letter; and (C) true and correct written descriptions of all material supply, distribution, agency, financing, or other arrangements or understandings referred to in the CWTI SEC DocumentsMidnight Disclosure Letter. Except as set forth in the Midnight Disclosure Letter, neither Midnight nor any Midnight Subsidiary is party to any employment agreement with any employee thereof. To the best of CWTIMidnight's knowledge, neither CWTI nor (to the knowledge none of CWTI) Midnight, any Midnight Subsidiary, or any other party to any such material contract, agreement, instrument, lease, or license is now or expects in the future to be in violation or breach of, or in default with respect to complying with, any term thereof, and each such material contract, agreement, instrument, lease, or license is in full force and is (to the best of CWTIMidnight'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. Each such material supply, distribution, agency, financing, or other arrangement or understanding is a valid and continuing arrangement or understanding; neither CWTI nor none of Midnight, any Midnight Subsidiary, or any other party to any such arrangement or understanding has given notice of termination or taken any action inconsistent with the continuance of such arrangement or understanding; and the execution, delivery, and performance of this Agreement will not prejudice any such arrangement or understanding in any way. CWTI Midnight and each Midnight Subsidiary enjoys peaceful and undisturbed possession under all material leases and licenses under which it is operating. CWTI Neither Midnight nor any Midnight Subsidiary is not 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 (or, to the knowledge best of CWTI) Midnight's knowledge, may in the future have a material adverse effect on the financial condition, results of operations, businesses, properties, assets, liabilities, or future prospects of CWTIMidnight and the Midnight Subsidiaries taken as whole, and, following the consummation of the transactions contemplated hereby, REDOX. CWTI Other than as listed and so specified in the Midnight Disclosure Letter, neither Midnight nor any Midnight Subsidiary has not engaged within the last five years in, is not engaging in, and does not intend or intends to engage in any transaction with, and or has not had within the last five years, does not now havehas, and does not intend or intends to have any material contract, agreement, instrument, lease, license, arrangement, or understanding with, any stockholder of CWTIMidnight, any director, officer, or employee of CWTI Midnight or any Midnight Subsidiary (except for employment agreements listed in the CWTI SEC Documents Midnight Disclosure Letter and employment and compensation arrangements described in the CWTI SEC DocumentsMidnight Disclosure Letter), any relative or affiliate of any stockholder of CWTI or of Midnight, any such director, officer, or employee, or any other corporation or enterprise in which any stockholder of CWTIMidnight, any such director, officer, or employee, or any such relative or affiliate then had or now has a 5% or greater equity or voting or other substantial interest, other than those listed and so specified in the CWTI SEC Documents. The stock ledgers and stock transfer books and the minute book records of Midnight and each Midnight Subsidiary relating to all issuances and transfers of stock by CWTI Midnight and the minute book records of CWTI Midnight Subsidiaries and all proceedings of the stockholders and the Board of Directors and committees thereof of CWTI Midnight and each Midnight Subsidiary since their its respective incorporations incorporation made available to counsel to SheerVision and the SheerVision Shareholders REDOX are the original stock ledgers and stock transfer books and minute book records of CWTI thereof or exact copies thereof. CWTI Neither Midnight nor any Midnight Subsidiary is not in violation or breach of, or in default with respect to, any term of its respective certificate of incorporation (or other charter document) or by-lawslaws (or the comparable charter document, if any, under applicable law).

Contracts and Other Instruments. The CWTI SEC Documents Section D of the IAMK Disclosure Letter contains a true and correct statement of the information required to be contained therein regarding material contracts, agreements, instruments, leases, licenses, arrangements, or understandings with respect to CWTIIAMK. CWTI IAMK has made available furnished to the SheerVision Shareholders MPL Shareholder (i) the certificate of incorporation (or other charter document) and by-laws of CWTI IAMK and all amendments thereto, as presently in effect, and (ii) the following: (A) true and correct copies of all material contracts, agreements, and instruments referred to in Section D of the CWTI SEC DocumentsIAMK Disclosure Letter; (B) true and correct copies of all material leases and licenses referred to in Section B or C of the CWTI SEC Documents IAMK Disclosure Letter hereto; and (C) true and correct written descriptions of all material supply, distribution, agency, financing, or other arrangements or understandings referred to in Section B or C of the CWTI SEC DocumentsIAMK Disclosure Letter. To the best of CWTIIAMK's knowledge, neither CWTI IAMK nor (to the knowledge of CWTIIAMK) any other party to any such material contract, agreement, instrument, lease, or license is now or expects in the future to be in violation or breach of, or in default with respect to complying with, any term thereof, and each such material contract, agreement, instrument, lease, or license is in full force and is (to the best of CWTIIAMK'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. Each such material supply, distribution, agency, financing, or other arrangement or understanding is a valid and continuing arrangement or understanding; neither CWTI IAMK nor any other party to any such arrangement or understanding has given notice of termination or taken any action inconsistent with the continuance of such arrangement or understanding; and the execution, delivery, and performance of this Agreement will not prejudice any such arrangement or understanding in any way. CWTI IAMK enjoys peaceful and undisturbed possession under all material leases and licenses under which it is operating. CWTI IAMK is not 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 CWTIIAMK) may in the future have a material adverse effect on the financial condition, results of operations, businesses, properties, assets, liabilities, or future prospects of CWTIIAMK. CWTI IAMK has not engaged within the last five years in, is not engaging in, and does not intend to engage in any transaction with, and has not had within the last five years, does not now have, and does not intend to have any material contract, agreement, instrument, lease, license, arrangement, or understanding with, any stockholder of CWTIIAMK, any director, officer, or employee of CWTI IAMK (except for employment agreements listed in Section D of the CWTI SEC Documents IAMK Disclosure Letter and employment and compensation arrangements described in Section E of the CWTI SEC DocumentsIAMK Disclosure Letter), any relative or affiliate of any stockholder of CWTI IAMK or of any such director, officer, or employee, or any other corporation or enterprise in which any stockholder of CWTIIAMK, any such director, officer, or employee, or any such relative or affiliate then had or now has a 5% or greater equity or voting or other substantial interest, other than those listed and so specified in Section D of the CWTI SEC DocumentsIAMK Disclosure Letter. The stock ledgers and stock transfer books relating to all issuances and transfers of stock by CWTI IAMK and the minute book records of CWTI IAMK and all proceedings of the stockholders and the Board of Directors and committees thereof of CWTI IAMK since their respective incorporations made available to counsel to SheerVision MPL and the SheerVision Shareholders MPL Shareholder are the original stock ledgers and stock transfer books and minute book records of CWTI IAMK or exact copies thereof. CWTI IAMK 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 by-laws.

Contracts and Other Instruments. The CWTI SEC Documents contains a true and correct statement of the information required to be contained therein regarding material Schedule 2.07 sets forth all contracts, agreements, instruments, leases, licenses, arrangements, or understandings with respect to CWTI. CWTI has made available Seller and each Seller Subsidiary that are material to the SheerVision Shareholders Seller and the Seller Subsidiaries taken as a whole, identifying whether the matter disclosed therein relates to Seller or to a Seller Subsidiary named therein. Seller has furnished to the Purchaser (ia) the certificate of incorporation (or other charter document) and by-laws of CWTI Seller and each Seller Subsidiary and all amendments thereto, as presently in effect, certified by the Secretary of the corporation and (iib) the following: (Ai) true and correct copies of all material contracts, agreements, and instruments referred to in the CWTI SEC DocumentsSchedule 2.07; (Bii) true and correct copies of all material leases and licenses referred to in the CWTI SEC Documents heretoSchedule 2.06 or Schedule 2.08; and (Ciii) true and correct written descriptions of all material supply, distribution, agency, financing, or other arrangements or understandings referred to in the CWTI SEC DocumentsSchedule 2.07. To the best of CWTI's knowledgeExcept as described in Schedule 2.07, neither CWTI nor (Seller, any Seller Subsidiary, nor, to the knowledge of CWTI) Seller or any Seller Subsidiary, any other party to any such material contract, agreement, instrument, lease, or license is now or or, in the reasonable judgment of Seller, expects in the future to be in violation or breach of, or in default with respect to complying with, any material term thereof, and, assuming the due authorization, execution, and delivery thereof by the other parties thereto, each such material contract, agreement, instrument, lease, or license is in full force and is (to the best of CWTI's knowledge in the case of third parties) the legal, valid, and binding obligation of the parties thereto and (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. Each such material supply, distribution, agency, financing, or other arrangement or understanding is a valid and continuing arrangement or understanding; except as set forth in Schedule 2.07, neither CWTI Seller, any Seller Subsidiary, nor any other party to any such arrangement or understanding has given notice of termination or taken any action inconsistent with the continuance of such arrangement or understanding; and the execution, delivery, and performance by the Seller and the Seller Subsidiaries of this Agreement the Transaction Agreements to which it is or shall be a party will not prejudice any such arrangement or understanding in any way. CWTI Each of Seller and each of the Seller Subsidiaries enjoys peaceful and undisturbed possession in all material respects under all material leases and licenses under which it is operating. CWTI Neither Seller nor any Seller Subsidiary is not 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 or (or, to the knowledge of CWTI) Seller or any Seller Subsidiary, may in the future have a material adverse effect on the financial condition, results of operations, businessesbusiness, properties, assets, liabilities, or future prospects of CWTISeller, any Seller Subsidiary, or HEcom. CWTI Neither Seller nor any Seller Subsidiary has not engaged in within the last five years inyears, is not engaging in, and does not intend or intends to engage in any transaction with, and or has not had within the last five years, does not now havehas, and does not intend or intends to have any material contract, agreement, instrument, lease, license, arrangement, or understanding with, any stockholder of CWTIstockholder, any director, officer, or employee of CWTI Seller or of any Seller Subsidiary (except for employment agreements listed in the CWTI SEC Documents Schedule 2.07 and employment and compensation arrangements described in Schedule 2.08(a), in each case with such directors, officers, and employees who are not relatives or affiliates described in the CWTI SEC Documentsnext clause), any relative or affiliate of any stockholder of CWTI or of any such director, officer, or employee, or any other corporation or enterprise in which any stockholder of CWTIstockholder, any such director, officer, or employee, or any such relative or affiliate then had or now has a 5% or greater equity or voting or other substantial interest, other than those listed and so specified described in the CWTI SEC DocumentsSchedule 2.07. The stock ledgers and stock transfer books and the minute book records of Seller and the Seller Subsidiaries relating to all issuances and transfers of stock by CWTI Seller and the minute book records of CWTI Seller Subsidiaries and all proceedings of the stockholders and the Board of Directors and committees thereof of CWTI Seller and the Seller Subsidiaries since their respective incorporations made available to the Purchaser's counsel to SheerVision and the SheerVision Shareholders are the original stock ledgers and stock transfer books and minute book records of CWTI Seller and the Seller Subsidiaries or exact copies thereof. CWTI Neither Seller nor any Seller Subsidiary is not in violation or breach of, or in default with respect to, any term of its certificate of incorporation (or other charter document) document or by-laws. Neither Seller nor any Seller Subsidiary is a member of a customer or user organization or of a trade association other than as specified in Schedule 2.07.

Contracts and Other Instruments. The CWTI SEC Documents contains a true and correct statement of the information required to be contained therein regarding material Schedule 2.07 sets forth all contracts, agreements, instruments, leases, licenses, arrangements, or understandings with respect to CWTI. CWTI has made available Seller and each Seller Subsidiary that are material to the SheerVision Shareholders Seller and the Seller Subsidiaries taken as a whole, identifying whether the matter disclosed therein relates to Seller or to a Seller Subsidiary named therein. Seller has furnished, or prior to Closing will furnish, to the Purchaser (ia) the certificate articles of incorporation (or other charter document) and by-laws of CWTI Seller and each Seller Subsidiary and all amendments thereto, as presently in effect, certified by the Secretary of the corporation and (iib) the following: (Ai) true and correct copies of all material contracts, agreements, and instruments referred to in the CWTI SEC DocumentsSchedule 2.07; (Bii) true and correct copies of all material leases and licenses referred to in the CWTI SEC Documents heretoSchedule 2.06 or Schedule 2.08; and (Ciii) true and correct written descriptions of all material supply, distribution, agency, financing, or other arrangements or understandings referred to in the CWTI SEC DocumentsSchedule 2.07. To the best of CWTI's knowledgeExcept as described in Schedule 2.07, neither CWTI nor (Seller, any Seller Subsidiary, nor, to the knowledge of CWTI) Seller or any Seller Subsidiary, any other party to any such material contract, agreement, instrument, lease, or license is now or or, in the reasonable judgment of Seller, expects in the future to be in violation or breach of, or in default with respect to complying with, any material term thereof, and, assuming the due authorization, execution, and delivery thereof by the other parties thereto, each such material contract, agreement, instrument, lease, or license is in full force and is (to the best of CWTI's knowledge in the case of third parties) the legal, valid, and binding obligation of the parties thereto and (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. Each such material supply, distribution, agency, financing, or other arrangement or understanding is a valid and continuing arrangement or understanding; except as set forth in Schedule 2.07, neither CWTI Seller, any Seller Subsidiary, nor any other party to any such arrangement or understanding has given notice of termination or taken any action inconsistent with the continuance of such arrangement or understanding; and the execution, delivery, and performance by the Seller and the Seller Subsidiaries of this Agreement the Transaction Agreements to which it is or shall be a party will not prejudice any such arrangement or understanding in any way. CWTI Each of Seller and each of the Seller Subsidiaries enjoys peaceful and undisturbed possession in all material respects under all material leases and licenses under which it is operating. CWTI Neither Seller nor any Seller Subsidiary is not 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 or (or, to the knowledge of CWTI) Seller or any Seller Subsidiary, may in the future have a material adverse effect on the financial condition, results of operations, businessesbusiness, properties, assets, liabilities, or future prospects of CWTISeller or any Seller Subsidiary. CWTI Except as set forth in Schedule 2.07, neither Seller nor any Seller Subsidiary has not engaged in within the last five years inyears, is not engaging in, and does not intend or intends to engage in any transaction with, and or has not had within the last five years, does not now havehas, and does not intend or intends to have any material contract, agreement, instrument, lease, license, arrangement, or understanding with, any stockholder of CWTIstockholder, any director, officer, or employee of CWTI Seller or of any Seller Subsidiary (except for employment agreements listed in the CWTI SEC Documents Schedule 2.07 and employment and compensation arrangements described in Schedule 2.08(a), in each case with such directors, officers, and employees who are not relatives or affiliates described in the CWTI SEC Documentsnext clause), any relative or affiliate of any stockholder of CWTI or of any such director, officer, or employee, or any other corporation or enterprise in which any stockholder of CWTIstockholder, any such director, officer, or employee, or any such relative or affiliate then had or now has a 5% or greater equity or voting or other substantial interest, other than those listed and so specified described in the CWTI SEC DocumentsSchedule 2.07. The stock ledgers and stock transfer books relating to all issuances and transfers of stock by CWTI and the minute book records of CWTI Seller and the Seller Subsidiaries and all proceedings of the stockholders and the Board of Directors and committees thereof of CWTI Seller and the Seller Subsidiaries since their respective incorporations made available to the Purchaser's counsel to SheerVision and the SheerVision Shareholders are the original stock ledgers and stock transfer books and minute book records of CWTI Seller and the Seller Subsidiaries or exact copies thereof. CWTI Neither Seller nor any Seller Subsidiary is not in violation or breach of, or in default with respect to, any term of its certificate articles of incorporation (or other charter document) document or by-laws. Neither Seller nor any Seller Subsidiary is a member of a customer or user organization or of a trade association other than as specified in Schedule 2.07.