Common use of Contracts and Other Instruments Clause in Contracts

Contracts and Other Instruments. SCHEDULE 3.5 accurately and completely sets forth the information required to be contained therein regarding contracts, agreements, instruments, equipment leases, licenses, arrangements, or understandings with respect to SELLER. SELLER has furnished to the PURCHASER (a) the Certificate of Incorporation and by-laws of SELLER 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 SELLER: (i) true and correct copies of all contracts, agreements, and instruments referred to in SCHEDULE 3.5; (ii) true and correct copies of all equipment leases and licenses referred to in SCHEDULE 3.5; and (iii) true and correct written descriptions of all supply, distribution, agency, financing, or other arrangements or understandings referred to in SCHEDULE 3.5. To the best of SELLER's knowledge, it is not now in violation or breach of, or in default with respect to complying with, any material term of any contract, agreement, instrument, equipment lease, or license to which it is a party or owns, and each such contract, agreement, instrument, equipment lease, or license is in full force and is the legal, valid, and binding obligation of the SELLER thereto and (subject to applicable bankruptcy, insolvency, and other laws or doctrines affecting the enforceability of creditors' rights generally or affecting the enforceability of such obligations) is enforceable as to them in accordance with its terms. To the best of SELLER's knowledge, each such supply, distribution, agency, financing, or other arrangement or understanding is a valid and continuing arrangement or understanding; neither SELLER, nor any other party to any such arrangement or understanding has given notice of termination or to the best of SELLER's knowledge taken any action inconsistent with the continuance of such arrangement or understanding; and the execution, delivery, and performance of this Agreement will not in and of itself prejudice any such arrangement or understanding in any way. Some of the contracts SELLER has made with its customers may not be assignable without the consent of the customer; consequently, no warranty or representation as to customer contract assignability is included herein. Additionally, some of the purchase money lenders of equipment purchased by Mario's Equipment Rental, Inc., or the lessors of such equipment as is

Contracts and Other Instruments. SCHEDULE 3.5 accurately Section D of the Atlantic Disclosure Letter contains a true and completely sets forth correct statement of the information required to be contained therein regarding material contracts, agreements, instruments, equipment leases, licenses, arrangements, or understandings with respect to SELLERAtlantic. SELLER Atlantic has furnished to the PURCHASER Print Data: (ai) the Certificate certificate of Incorporation incorporation and by-laws of SELLER Atlantic (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 the corporation Atlantic and (bii) the following, initialed by the chief executive officer of SELLER: (iA) true and correct copies of all material contracts, agreements, and instruments referred to in SCHEDULE 3.5Section D of the Atlantic Disclosure Letter; (iiB) true and correct copies of all equipment material leases and licenses referred to in SCHEDULE 3.5Section B or C of the Atlantic Disclosure Letter; and (iiiC) true and correct written descriptions of all material supply, distribution, agency, financing, or other arrangements or understandings referred to in SCHEDULE 3.5Section D of the Atlantic Disclosure Letter. Except as set forth in Section D of the Atlantic Disclosure Letter, Atlantic is not party to any employment agreement with any employee thereof. To the best of SELLERAtlantic's knowledge, it none of Atlantic or any other party to any such contract, agreement, instrument, lease, or license is not 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 term of any contract, agreement, instrument, equipment lease, or license to which it is a party or owns, and each such contract, agreement, instrument, equipment lease, or license is in full force and is (to the best of Atlantic's knowledge in the case of third parties) the legal, valid, and binding obligation of the SELLER parties thereto and (subject to applicable bankruptcy, insolvency, and other laws or doctrines affecting the enforceability of creditors' rights generally or affecting the enforceability of such obligationsgenerally) is enforceable as to them in accordance with its terms. To the best of SELLER's knowledge, each Each such material supply, distribution, agency, financing, or other arrangement or understanding is a valid and continuing arrangement or understanding; neither SELLER, nor none of Atlantic or any other party to any such arrangement or understanding has given notice of termination or to the best of SELLER's knowledge taken any action inconsistent with the continuance of such arrangement or understanding; and the execution, delivery, and performance of this Agreement will not in and of itself prejudice any such arrangement or understanding in any way. Some Atlantic enjoys peaceful and undisturbed possession under all leases and licenses under which it is operating. Atlantic 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 best of Atlantic'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 Atlantic and, following the consummation of the contracts SELLER transactions contemplated hereby, Print Data. Atlantic has made with its customers may not be assignable without engaged within the consent last five years in, is engaging in, or intends to engage in any transaction with, or has had within the last five years, now has, or intends to have any contract, agreement, instrument, lease, license, arrangement, or understanding with, any stockholder of Atlantic, any director, officer, or employee of Atlantic (except for employment agreements listed in Section D of the customer; consequently, no warranty or representation as to customer contract assignability is included herein. Additionally, some Atlantic Disclosure Letter and employment and compensation arrangements described in Section E of the purchase money lenders Atlantic Disclosure Letter), any relative or affiliate of equipment purchased by Mario's Equipment Rentalany stockholder of Atlantic, Inc.any such director, officer, or employee, or any other corporation or enterprise in which any stockholder of Atlantic, 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 lessors Atlantic Disclosure Letter. The stock ledgers and stock transfer books and the minute book records of such equipment as isAtlantic relating to all issuances and transfers of stock by Atlantic and all proceedings of the stockholders and the Board of Directors and committees thereof of Atlantic since their respective incorporations made available to Print Data are the original stock ledgers and stock transfer books and minute book records of Atlantic or exact copies thereof. Atlantic is not in violation or breach of, or in default with respect to, any term of its certificate of incorporation or by-laws (or, in each case, the comparable charter document, if any, under applicable law).

Contracts and Other Instruments. SCHEDULE 3.5 accurately Section D of the NSC DISCLOSURE LETTER contains a true and completely sets forth correct statement of the information required to be contained therein regarding material contracts, agreements, instruments, equipment leases, licenses, arrangements, or understandings with respect to SELLERNSC. SELLER NSC has furnished to the PURCHASER Gridline Shareholders (ai) the Certificate certificate of Incorporation incorporation (or other charter document) and by-laws of SELLER NSC and all amendments thereto, as presently in effecteffect and as shall be in effect upon the Reincorporation, certified by the Secretary of the corporation and (bii) the following, initialed by the chief executive officer of SELLER: (iA) true and correct copies of all material contracts, agreements, and instruments referred to in SCHEDULE 3.5Section D of the NSC DISCLOSURE LETTER; (iiB) true and correct copies of all equipment material leases and licenses referred to in SCHEDULE 3.5Section B or C of the NSC DISCLOSURE LETTER hereto; and (iiiC) true and correct written descriptions of all material supply, distribution, agency, financing, or other arrangements or understandings referred to in SCHEDULE 3.5Section B or C of the NSC DISCLOSURE LETTER. To the best of SELLERNSC's knowledge, it neither NSC nor (to the knowledge of NSC) any other party to any such material contract, agreement, instrument, lease, or license is not 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 term of any contract, agreement, instrument, equipment lease, or license to which it is a party or owns, and each such contract, agreement, instrument, equipment lease, or license is in full force and is (to the best of NSC's knowledge in the case of third parties) the legal, valid, and binding obligation of the SELLER parties thereto and (subject to applicable bankruptcy, insolvency, and other laws or doctrines affecting the enforceability of creditors' rights generally or affecting the enforceability of such obligationsgenerally) is enforceable as to them in accordance with its respective terms. To the best of SELLER's knowledge, each Each such material supply, distribution, agency, financing, or other arrangement or understanding is a valid and continuing arrangement or understanding; neither SELLER, NSC nor any other party to any such arrangement or understanding has given notice of termination or to the best of SELLER's knowledge taken any action inconsistent with the continuance of such arrangement or understanding; and the execution, delivery, and performance of this Agreement will not in and of itself prejudice any such arrangement or understanding in any way. Some NSC enjoys peaceful and undisturbed possession under all material leases and licenses under which it is operating. NSC 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 NSC) may in the future have a material adverse effect on the financial condition, results of operations, businesses, properties, assets, liabilities, or future prospects of NSC. NSC 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 NSC, any director, officer, or employee of NSC (except for employment agreements listed in Section D of the contracts SELLER has made with its customers may not be assignable without the consent NSC DISCLOSURE LETTER and employment and compensation arrangements described in Section E of the customer; consequentlyNSC DISCLOSURE LETTER), no warranty any relative or representation as to customer contract assignability is included herein. Additionallyaffiliate of any stockholder of NSC or of any such director, some officer, or employee, or any other corporation or enterprise in which any stockholder of NSC, 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 purchase money lenders NSC DISCLOSURE LETTER. The stock ledgers and stock transfer books relating to all issuances and transfers of equipment purchased stock by Mario's Equipment Rental, Inc.NSC and the minute book records of NSC and all proceedings of the stockholders and the Board of Directors and committees thereof of NSC since its incorporation made available to counsel to Gridline and the Gridline Shareholders are the original stock ledgers and stock transfer books and minute book records of NSC or exact copies thereof. NSC 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 or its its certificate of incorporation (or other charter document) or by-laws commencing upon the lessors of such equipment as isReincorporation.

Contracts and Other Instruments. SCHEDULE 3.5 accurately Section D of the VNI Disclosure Letter contains a true and completely sets forth correct statement of the information required to be contained therein regarding material contracts, agreements, instruments, equipment leases, licenses, arrangements, or understandings with respect to SELLERVNI and Acquisition, identifying whether the matter disclosed therein relates to VNI or to Acquisition. SELLER VNI has filed with the SEC or furnished to the PURCHASER Titan (ai) the Certificate certificate of Incorporation incorporation (or other charter document) and by-laws of SELLER VNI and Acquisition and all amendments thereto, as presently in effect, certified by the Secretary of the corporation and (bii) the following, initialed by the chief executive officer of SELLER: (iA) true and correct copies of all material contracts, agreements, and instruments referred to in SCHEDULE 3.5Section D of the VNI Disclosure Letter; (iiB) true and correct copies of all equipment material leases and licenses referred to in SCHEDULE 3.5Section B or C of the VNI Disclosure Letter; and (iiiC) true and correct written descriptions of all material supply, distribution, agency, financing, or other arrangements or understandings referred to in SCHEDULE 3.5Section D of the VNI Disclosure Letter. To the best of SELLERVNI's knowledge, it neither VNI nor Acquisition nor (to the knowledge of VNI or Acquisition) any other party to any such material contract, agreement, instrument, lease, or license is not 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 term of any contract, agreement, instrument, equipment lease, or license to which it is a party or owns, and each such contract, agreement, instrument, equipment lease, or license is in full force and is (to the best of VNI's knowledge in the case of third parties) the legal, valid, and binding obligation of the SELLER parties thereto and (subject to applicable bankruptcy, insolvency, and other laws or doctrines affecting the enforceability of creditors' rights generally or affecting the enforceability of such obligationsgenerally) is enforceable as to them in accordance with its respective terms. To the best of SELLER's knowledge, each Each such material supply, distribution, agency, financing, or other arrangement or understanding is a valid and continuing arrangement or understanding; neither SELLERVNI, Acquisition, nor any other party to any such arrangement or understanding has given notice of termination or to the best of SELLER's knowledge taken any action inconsistent with the continuance of such arrangement or understanding; 53 and the execution, delivery, and performance of this Agreement will not in and of itself prejudice any such arrangement or understanding in any way. Some Each of VNI and Acquisition enjoys peaceful and undisturbed possession under all material leases and licenses under which it is operating. Neither VNI nor Acquisition is 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 VNI or Acquisition) may in the future have a material adverse effect on the financial condition, results of operations, businesses, properties, assets, liabilities, or future prospects of VNI or of Acquisition or of the contracts SELLER Surviving Corporation. Neither VNI nor Acquisition has made with its customers may not be assignable without engaged within the consent last five years in, is engaging in, or intends to engage in any transaction with, or has had within the last five years, now has, or intends to have any material contract, agreement, instrument, lease, license, arrangement, or understanding with, any stockholder of VNI, any director, officer, or employee of VNI or of Acquisition (except for employment agreements listed in Section D of the customer; consequently, no warranty or representation as to customer contract assignability is included herein. Additionally, some VNI Disclosure Letter and employment and compensation arrangements described in Section E of the purchase money lenders VNI Disclosure Letter), any relative or affiliate of equipment purchased by Mario's Equipment Rentalany stockholder of VNI or of any such director, Inc.officer, or employee, or any other corporation or enterprise in which any stockholder of VNI, 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 lessors VNI Disclosure Letter. The stock ledgers and stock transfer books relating to all issuances and transfers of such equipment as isstock by VNI and Acquisition and the minute book records of VNI and Acquisition and all proceedings of the stockholders and the Board of Directors and committees thereof of VNI and Acquisition since their respective incorporations made available to Titan's counsel are the original stock ledgers and stock transfer books and minute book records of VNI and Acquisition or exact copies thereof. Neither VNI nor Acquisition is 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. 54

Contracts and Other Instruments. SCHEDULE 3.5 accurately The Seller Disclosure Letter contains a true and completely sets forth the information required to be contained therein regarding correct description of all material contracts, agreements, instruments, equipment leases, licenses, arrangements, or understandings with respect to SELLERSeller taken as a whole. SELLER Seller has furnished made available to the PURCHASER Purchaser: (ai) the Certificate certificate of Incorporation incorporation and by-laws of SELLER Seller (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 of the corporation thereof or an authorized signatory thereof and (bii) the following, initialed by the chief executive officer of SELLER: (iA) true and correct copies of all material contracts, agreements, and instruments referred to in SCHEDULE 3.5the Seller Disclosure Letter; (iiB) true and correct copies of all equipment material leases and licenses referred to in SCHEDULE 3.5the Seller Disclosure Letter; and (iiiC) true and correct written descriptions of all material supply, distribution, agency, financing, or other arrangements or understandings referred to in SCHEDULE 3.5the Seller Disclosure Letter. Except as set forth in Section the Seller Disclosure Letter, Seller is not party to any employment agreement with any employee thereof. To the best of SELLERSeller's knowledge, it none of Seller, or any other party to any such contract, agreement, instrument, lease, or license is not 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 term of any contract, agreement, instrument, equipment lease, or license to which it is a party or owns, and each such contract, agreement, instrument, equipment lease, or license is in full force and is (to the best of Seller's knowledge in the case of third parties) the legal, valid, and binding obligation of the SELLER parties thereto and (subject to applicable bankruptcy, insolvency, and other laws or doctrines affecting the enforceability of creditors' rights generally or affecting the enforceability of such obligationsgenerally) is enforceable as to them in accordance with its terms. To the best of SELLER's knowledge, each Each such material supply, distribution, agency, financing, or other arrangement or understanding is a valid and continuing arrangement or understanding; neither SELLER, nor none of Seller or any other party to any such arrangement or understanding has given notice of termination or to the best of SELLER's knowledge taken any action inconsistent with the continuance of such arrangement or understanding; and the execution, delivery, and performance of this Agreement will not in and of itself prejudice any such arrangement or understanding in any way. Some Seller enjoys peaceful and undisturbed possession under all leases and licenses under which it is operating. Seller is 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 best of Seller'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 Seller, and, following the consummation of the contracts SELLER transactions contemplated hereby, Purchaser. Seller has made with its customers may not be assignable without engaged within the consent last five years in, is engaging in, or intends to engage in any transaction with, or has had within the last five years, now has, or intends to have any contract, agreement, instrument, lease, license, arrangement, or understanding with, any stockholder of Seller, any director, officer, or employee of Seller (except for employment agreements listed in the Seller Disclosure Letter and employment and compensation arrangements described in the Seller Disclosure Letter), any relative or affiliate of any stockholder of Seller, any such director, officer, or employee, or any other corporation or enterprise in which any stockholder of Seller, 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 Seller Disclosure Letter. The stock ledgers and stock transfer books and the minute book records of Seller relating to all issuances and transfers of stock by Seller and all proceedings of the customer; consequently, no warranty stockholders and the Board of Directors and committees thereof of Seller since its incorporation made available to Purchaser are the original stock ledgers and stock transfer books and minute book records thereof or representation as to customer contract assignability exact copies thereof. Seller is included herein. Additionally, some of the purchase money lenders of equipment purchased by Mario's Equipment Rental, Inc.not in violation or breach of, or in default with respect to, any term of its certificate of incorporation or by-laws (or the lessors of such equipment as iscomparable charter document, if any, under applicable law).