Common use of Contracts; Compliance Clause in Contracts

Contracts; Compliance. Except as listed on Schedule 2.10 hereto, Seller is not a party to nor bound by any contract or commitment, oral or written, formal or informal related to or affecting the Business, of the following types: (a) mortgages, indentures, security agreements or other agreements and instruments relating to the borrowing of money, the extension of credit or the granting of liens or encumbrances; (b) employment and consulting agreements; (c) union or other collective bargaining agreements; (d) powers of attorney; (e) sales agency, manufacturers representative and distributorship agreements or other distribution or commission arrangements; (f) licenses of patent, trade secrets, know-how, trademark, copyrights and other Intellectual Property; (g) agreements, orders or commitments for the purchase of services, raw materials, supplies or finished products from any one supplier for an amount in excess of 100 million Won. (h) agreements, orders or commitments for the sale of products or services for more than 100 million Won to any single purchaser; (i) contracts or options relating to the sale by Seller of any asset of the Business, other than sales of inventory in the ordinary course of business; (j) bonus, profit-sharing, compensation, stock option, pension, retirement, deferred compensation, accrued vacation pay, group insurance, welfare agreements or other plans, agreements, trusts or arrangements for the benefit of employees; (k) agreements or commitments for capital expenditures which are not in the ordinary course of business or in excess of 6 billion Won for any single project; (l) joint venture agreements; (m) agreements requiring the consent of any party thereto to the consummation of the transactions contemplated hereby; (n) agreements with any Affiliate; (o) lease agreements under which it is either lessor or lessee; (p) agreements, contracts or commitments for any charitable or political contribution; (q) non-competition agreements; (r) any foreign currency exchange or forward purchase agreements directly related to the Business; (s) any agreements providing for indemnification or guaranty obligations of Seller with respect to the Business other than in the ordinary course of business having a potential cost in excess of 100 million Won; (t) requirements agreements relating to obligations to purchase all or substantially all of any products as well as to supply all or substantially all of the products; (u) any non-disclosure agreement; or (v) other agreements, contracts and commitments which are material to the Business, or which involve payments or receipts of more than 1.2 billion Won in any single year, or which were entered into other than in the ordinary and usual course of business. All such contracts and other commitments are in full force and effect; all parties to such contracts and other commitments have complied with the provisions thereof; no such party is in default under any of the terms thereof; and no event has occurred that with the passage of time or the giving of notice or both would constitute a default by any party under any provision thereof.

Contracts; Compliance. Except as listed on Schedule 2.10 hereto, Seller is not a party to nor bound by any contract or commitment, oral or written, formal or informal related to or affecting the Business, of the following types: (a) mortgages, indentures, security agreements or other agreements and instruments relating to the borrowing of money, the extension of credit or the granting of liens or encumbrances; (b) employment and consulting agreements; (c) union or other collective bargaining agreements; (d) powers of attorney; (e) sales agency, manufacturers representative and distributorship agreements or other distribution or commission arrangements; (f) licenses of patent, trade secrets, know-how, trademark, copyrights and other Intellectual Property; (g) agreements, orders or commitments for the purchase of services, raw materials, supplies or finished products from any one supplier for an amount in excess of 100 million Won. (h) agreements, orders or commitments for the sale of products or services for more than 100 million Won to any single purchaserPurchaser; (i) contracts or options relating to the sale by Seller of any asset of the Business, other than sales of inventory in the ordinary course of business; (j) bonus, profit-sharing, compensation, stock option, pension, retirement, deferred compensation, accrued vacation pay, group insurance, welfare agreements or other plans, agreements, trusts or arrangements for the benefit of employees; (k) agreements or commitments for capital expenditures which are not in the ordinary course of business or in excess of 6 billion Won for any single project; (l) joint venture agreements; (m) agreements requiring the consent of any party thereto to the consummation of the transactions contemplated hereby; (n) agreements with any Affiliate; (o) lease agreements under which it is either lessor or lessee; (p) agreements, contracts or commitments for any charitable or political contribution; (q) non-competition agreements; (r) any foreign currency exchange or forward purchase agreements directly related to the Business; (s) any agreements providing for indemnification or guaranty obligations of Seller with respect to the Business other than in the ordinary course of business having a potential cost in excess of 100 million Won; (t) requirements agreements relating to obligations to purchase all or substantially all of any products as well as to supply all or substantially all of the products; (u) any non-disclosure agreement; or (v) other agreements, contracts and commitments which are material to the Business, or which involve payments or receipts of more than 1.2 billion Won in any single year, or which were entered into other than in the ordinary and usual course of business. All such contracts and other commitments are in full force and effect; all parties to such contracts and other commitments have complied with the provisions thereof; no such party is in default under any of the terms thereof; and no event has occurred that with the passage of time or the giving of notice or both would constitute a default by any party under any provision thereof.

Contracts; Compliance. Except as listed on Schedule 2.10 hereto2.13 of the Disclosure Statement or as reflected on the Balance Sheet, Seller DI is not a party to nor or bound by any written agreement or contract or commitment, oral or written, formal or informal related to or affecting the Business, of the following types: (a) mortgages, indentures, security agreements or other agreements and instruments relating to the borrowing of money, money or the extension of credit or the granting of liens or encumbrancesinvolving more than $250,000, individually; (b) employment and consulting agreements; (c) union or other collective bargaining agreements; (d) powers of attorneyguaranty, surety and accommodation agreements; (e) sales agency, manufacturers manufacturer's representative and distributorship agreements or other distribution or commission arrangementsagreements; (f) licenses of patent, trade secrets, know-how, trademark, copyrights trademark and other Intellectual Propertyintellectual property rights; (g) agreements, orders or commitments for the purchase of services, raw materials, supplies or finished products from any one supplier or related suppliers for an amount in excess of 100 million Won.$250,000; (h) agreements, orders or commitments for the sale of products or services for more than 100 million Won in excess of $250,000 to any a single customer or purchaser; (i) contracts or options relating to the sale by Seller DI of any asset of the Businessmaterial asset, other than sales of inventory in the ordinary course Ordinary Course of businessBusiness; (j) bonus, profit-sharing, compensation, stock option, pension, retirement, deferred compensation, accrued vacation pay, group insurance, welfare agreements or other plans, agreements, trusts or arrangements for the benefit of employees; (k) agreements or commitments for capital expenditures which are not in the ordinary course of business or in excess of 6 billion Won $250,000 for any single project; (lk) joint venture agreements; (ml) agreements requiring the consent of agreements, arrangements or understandings with any party thereto to the consummation of the transactions contemplated herebyRelated Party; (n) agreements with any Affiliate; (om) lease agreements under which it is either lessor or lessee; (pn) non-competition and non-disclosure or secrecy agreements; (o) agreements, contracts or commitments for any charitable charitable, educational or political contribution;; and (q) non-competition agreements; (r) any foreign currency exchange or forward purchase agreements directly related to the Business; (s) any agreements providing for indemnification or guaranty obligations of Seller with respect to the Business other than in the ordinary course of business having a potential cost in excess of 100 million Won; (t) requirements agreements relating to obligations to purchase all or substantially all of any products as well as to supply all or substantially all of the products; (u) any non-disclosure agreement; or (vp) other agreements, contracts and commitments which are material to the Business, or which involve payments or receipts of more than 1.2 billion Won $500,000 in any single year, or year and which were entered into other than in the ordinary and usual course Ordinary Course of businessBusiness. All such agreements and contracts and other commitments are in full force and effect; DI has complied in all parties to such contracts and other commitments have complied material respects with the all provisions thereof; no such party DI is not in material default under any of the terms thereof; and no event has occurred that with the passage of time or the giving of notice or both would constitute a material default by any party DI under any provision thereof.

Contracts; Compliance. Except as listed on --------------------- Schedule 2.10 hereto2.13 of the Disclosure Statement or as reflected on the Balance Sheet, Seller DI is not a party to nor or bound by any written agreement or contract or commitment, oral or written, formal or informal related to or affecting the Business, of the following types: (a) mortgages, indentures, security agreements or other agreements and instruments relating to the borrowing of money, money or the extension of credit or the granting of liens or encumbrancesinvolving more than $250,000, individually; (b) employment and consulting agreements; (c) union or other collective bargaining agreements; (d) powers of attorneyguaranty, surety and accommodation agreements; (e) sales agency, manufacturers manufacturer's representative and distributorship agreements or other distribution or commission arrangementsagreements; (f) licenses of patent, trade secrets, know-how, trademark, copyrights trademark and other Intellectual Propertyintellectual property rights; (g) agreements, orders or commitments for the purchase of services, raw materials, supplies or finished products from any one supplier or related suppliers for an amount in excess of 100 million Won.$250,000; (h) agreements, orders or commitments for the sale of products or services for more than 100 million Won in excess of $250,000 to any a single customer or purchaser; (i) contracts or options relating to the sale by Seller DI of any asset of the Businessmaterial asset, other than sales of inventory in the ordinary course Ordinary Course of businessBusiness; (j) bonus, profit-sharing, compensation, stock option, pension, retirement, deferred compensation, accrued vacation pay, group insurance, welfare agreements or other plans, agreements, trusts or arrangements for the benefit of employees; (k) agreements or commitments for capital expenditures which are not in the ordinary course of business or in excess of 6 billion Won $250,000 for any single project; (lk) joint venture agreements; (ml) agreements requiring the consent of agreements, arrangements or understandings with any party thereto to the consummation of the transactions contemplated herebyRelated Party; (n) agreements with any Affiliate; (om) lease agreements under which it is either lessor or lessee; (pn) non-competition and non-disclosure or secrecy agreements; (o) agreements, contracts or commitments for any charitable charitable, educational or political contribution;; and (q) non-competition agreements; (r) any foreign currency exchange or forward purchase agreements directly related to the Business; (s) any agreements providing for indemnification or guaranty obligations of Seller with respect to the Business other than in the ordinary course of business having a potential cost in excess of 100 million Won; (t) requirements agreements relating to obligations to purchase all or substantially all of any products as well as to supply all or substantially all of the products; (u) any non-disclosure agreement; or (vp) other agreements, contracts and commitments which are material to the Business, or which involve payments or receipts of more than 1.2 billion Won $500,000 in any single year, or year and which were entered into other than in the ordinary and usual course Ordinary Course of businessBusiness. All such agreements and contracts and other commitments are in full force and effect; DI has complied in all parties to such contracts and other commitments have complied material respects with the all provisions thereof; no such party DI is not in material default under any of the terms thereof; and no event has occurred that with the passage of time or the giving of notice or both would constitute a material default by any party DI under any provision thereof.

Contracts; Compliance. Except as listed on Schedule 2.10 hereto2.14, Seller no Company is not a party to nor or bound by any lease, contract or commitment, oral or written, formal or informal related to or affecting the Businessinformal, of the following types: (a) mortgages, hypothecs, trust deeds, indentures, security agreements or other agreements and instruments relating to the borrowing of money, the extension of credit or the granting of liens or encumbrancesLiens; (b) employment and consulting agreements; (c) union or other collective bargaining agreements; (d) powers of attorney; (e) sales agency, manufacturers representative and distributorship agreements or other distribution or commission arrangements; (f) licenses of patent, trade secrets, know-how, trademark, copyrights trademark and other Intellectual Propertyintellectual property rights; (g) agreements, orders or commitments for the purchase of services, raw materials, supplies or finished products from any one supplier for an amount in excess of 100 million Won.$25,000; (h) agreements, orders or commitments for the sale of products or services for more than 100 million Won $25,000 to any single purchaser; (i) contracts contract or options option relating to the sale by Seller any Company of any asset of the Businessasset, other than sales of inventory in the ordinary course of business; (j) bonus, profit-sharing, compensation, stock option, pension, retirement, deferred compensation, accrued vacation pay, group insurance, welfare agreements or other plans, agreements, trusts or arrangements for the benefit of employees; (k) agreements or commitments for capital expenditures which are not in the ordinary course of business or in excess of 6 billion Won $50,000 for any single project; (l) partnership or joint venture agreements; (m) agreements requiring the consent of any party thereto to the consummation of the transactions contemplated hereby; (n) agreements agreements, arrangements or understandings with any AffiliateRelated Party; (o) lease or sublease agreements under which it is either lessor lessor, lessee, sublessor or lesseesublessee; (p) agreementsagreement, contracts contract or commitments commitment for any charitable or political contribution; (q) non-competition agreements; (r) any foreign currency exchange , contracts or forward purchase agreements directly related to commitments for the Business; (s) any agreements providing for indemnification warehousing or guaranty obligations of Seller with respect to the Business other than in the ordinary course of business having a potential cost in excess of 100 million Won; (t) requirements agreements relating to obligations to purchase all or substantially all storage of any products as well as to supply all or substantially all of the products; (u) assets of any non-disclosure agreementCompany; or (vr) other agreements, contracts and commitments which are material to the Businessbusiness of each Company, or which involve payments or receipts of more than 1.2 billion Won $25,000 in any single year, or which were entered into other than in the ordinary and usual course of business. All such leases, contracts and other commitments are in full force and effect; all parties to such leases, contracts and other commitments have complied with the provisions thereof; no such party is in default under any of the terms thereof; and no event has occurred that which constitutes or, with the passage of time or the giving of notice or both both, would constitute a default by any party under any provision thereof. Except as disclosed on Schedule 2.14, the Companies have received no prepayment with respect to any such lease or contract. The copies of each of the written leases, contracts and commitments delivered by Sellers to the Buyer represent the full and complete text thereof and have not been amended or modified, nor have any provisions thereof or rights of any party thereto been waived; and the summaries of the oral leases, contracts and commitments are true and complete in all material respects. Set forth on Schedule 2.14 is a summary of unfilled firm purchase orders for each operational division of the Companies as of the last day of the month immediately preceding the present month.

Contracts; Compliance. Except as listed on Schedule 2.10 hereto3.13(A) hereto contains a true, Seller is not a party to nor bound by any contract or commitment, oral or written, formal or informal related to or affecting the Business, correct and complete list of the following types:contracts in effect as of the date hereof (the “Material Contracts”): (a) all commitments and agreements (oral or written) for the purchase of any materials or supplies that involve an expenditure by the Company of more than €500 for any one contract; (b) all leases for real estate, equipment and all other rental agreements pursuant to which the Company is either lessor or lessee; (c) all notes, mortgages, indentures, security agreements or interests, bonds, debentures, loans, lines of credit and other agreements and instruments relating to the borrowing of money, the extension of credit or the granting of liens or encumbrances, and any guaranty of any of the foregoing to which the Company is a party; (bd) all other orders, leases, commitments, licenses, agreements, permits and instruments (oral or written) to which the Company is a party or by which it or its properties are bound that require payment by the Company of more than €500 or that may not be terminated without penalty within three (3) months after the Closing Date; (e) all agreements with customers or otherwise, including without limitation, purchase orders, that involve a payment to the Company of more than €500; (f) all employment and consulting agreementsagreements to which the Company is a party; (cg) all union or other collective bargaining agreementsagreements to which the Company is a party; (dh) powers of attorney; (e) all sales agency, manufacturers manufacturer’s representative and distributorship agreements or other distribution or commission arrangements; (f) licenses of patent, trade secrets, know-how, trademark, copyrights and other Intellectual Property; (g) agreements, orders or commitments for arrangements to which the purchase of services, raw materials, supplies or finished products from any one supplier for an amount in excess of 100 million Won. (h) agreements, orders or commitments for the sale of products or services for more than 100 million Won to any single purchaserCompany is a party; (i) all partnership or joint venture agreements to which the Company is a party; (j) all contracts or options relating to the sale or purchase by Seller the Company of any asset or capital stock of the Businessany Person, or a merger, consolidation, business combination or similar extraordinary transaction, other than sales of inventory Inventory in the ordinary course of business; (j) bonus, profit-sharing, compensation, stock option, pension, retirement, deferred compensation, accrued vacation pay, group insurance, welfare agreements or other plans, agreements, trusts or arrangements for the benefit of employeesbusiness consistent with past practice; (k) all agreements or commitments for capital expenditures which are not in by the ordinary course of business or Company in excess of 6 billion Won €1,000 for any single projectproject or €10,000 in the aggregate; (l) joint venture agreements; (m) agreements requiring the consent of any party thereto to the consummation of the transactions contemplated hereby; (n) agreements with any Affiliate; (o) lease agreements under which it is either lessor or lessee; (p) agreements, contracts or commitments for any charitable or political contributioncontribution in excess of €500 for any single contribution or €1,000 in the aggregate; (m) all agreements containing any covenant restricting the freedom of the Company or any officers or key employees of the Company to compete in any line of business or area with any Person; (n) all agreements containing any covenant providing for an exclusive relationship between the Company and any Person; (o) all contracts to which the Company is a party that provide for an increased payment or benefit, or accelerated vesting, upon the execution hereof or the Closing or in connection with the transactions contemplated hereby; (p) all contracts and agreements to which the Company is a party, or by which the Company or any property of any thereof is subject, for the cleanup, abatement or other actions in connection with any Hazardous Substance, the remediation of any existing environmental condition or relating to the performance of any environmental audit or study; (q) nonall contracts and agreements to which the Company is a party that grant to any Person an option or a first refusal, first-competition agreementsoffer or similar preferential right to purchase or acquire any assets of the Company; (r) any foreign currency exchange all contracts and agreements to which the Company is a party that provide for the granting or forward purchase agreements directly related receiving of a license, sublicense or franchise or under which the Company is obligated to pay or has the Businessright to receive a royalty, license fee, franchise fee or similar payment; (s) any all contracts, licenses and agreements providing for indemnification or guaranty obligations of Seller to which the Company is a party (i) with respect to the Business IP Rights licensed or transferred to any third party (other than end-user licenses in the ordinary course of business having business) or (ii) pursuant to which a potential cost in excess of 100 million Wonthird party has licensed or transferred any IP Rights to the Company; (t) requirements agreements relating to obligations to purchase all contracts providing for the indemnification or substantially all holding harmless of any products as well as to supply all officer, director, or substantially all employee of the productsCompany; (u) all outstanding powers of attorney empowering any non-disclosure agreementPerson to act on behalf of the Company; orand (v) other agreements, contracts and commitments which are any agreement (A) involving an annual commitment or annual payment to or from the Company of more than €1,000 individually or (B) that is material to the BusinessCompany, taken as a whole. True and complete copies of the Material Contracts have been delivered to Buyer prior to the date hereof. Correct and complete copies of all standard form sales orders, sales invoices and purchase orders used by the Company have been delivered or which involve payments or receipts of more than 1.2 billion Won in any single year, or which were entered into other than in made available to Buyer prior to the ordinary and usual course of businessdate hereof. All Material Contracts to which the Company is a party or by which such contracts entity is bound are legal, compliant with all compulsory rules of French law which may be applicable to them, valid, binding and other commitments are in full force and effect; all parties effect and are enforceable in accordance with their respective terms with respect to the Company, and, to the Knowledge of the Company, each other party to such contracts Material Contracts, except that such enforceability thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by principles of equity regarding the availability of remedies. The Company, and, to the Knowledge of the Company, each other commitments have party to such Material Contracts has complied in all material respects with the provisions thereof; no such party , and is not in default in any material respect under any of the terms thereof; and , and, to the Knowledge of the Company, no event has occurred that with the passage of time or the giving of notice or both would constitute such a default. Except as specifically set forth in Schedule 3.13(B), neither the Company has received any written claim from any other party to any Material Contract that the Company has breached any obligations to be performed by it thereunder to date, or is otherwise in default by or delinquent in performance thereunder. Schedule 3.13(A) identifies with an asterisk each Material Contract set forth therein that requires the consent of or notice to the other party thereto to avoid any party under breach, default or violation of such contract, agreement or other instrument in connection with the transactions contemplated hereby. The Company is not participating in any provision thereofdiscussions or negotiations regarding modification of, or amendment to, any Material Contract or entry into any new material contract applicable to either Company or the real or personal property of the Company, other than purchase orders with customers or suppliers entered into in the ordinary course of business.

Contracts; Compliance. Except as listed Disclosed on Schedule 2.10 heretoSCHEDULE 3.13 is a list of each contract, Seller is not a party to nor bound by any contract lease, indenture, mortgage, instrument, commitment or commitmentother agreement, arrangement or understanding, oral or written, formal or informal related informal, included in the Purchased Assets or by which the Purchased Assets may be affected, except for service agreements with an annual contract price of less than $5,000, and that (i) is material to or affecting the Business, of the following types:Purchased Assets or the Company's operations; (aii) mortgagesinvolves the purchase, indenturessale or lease (including capital lease) of any assets, security agreements materials, supplies, inventory or other agreements and instruments relating services in excess of $10,000 per year; (iii) has an unexpired term of more than six (6) months from the date hereof, taking into account the effect of any renewal options; (iv) relates to the borrowing or lending of money, the extension any money or guarantee of credit or the granting of liens or encumbrancesany obligation; (bv) employment and consulting agreementslimits the right of the Company (or after Closing, Buyer) to compete in any line of business or otherwise restricts any right the Company (or after Closing, Buyer) may have; (cvi) union is an employment or other collective bargaining agreementsconsulting contract involving payment of compensation and benefits; (dvii) powers involves sales, distribution or similar issues and provides for payments in excess of attorney$10,000 per year; (eviii) sales agencyforms any partnership, manufacturers representative and distributorship agreements joint venture or other distribution or commission arrangementsarrangement; (fix) licenses of patentgrants any option, trade secretslicense, know-how, trademark, copyrights and other franchise or similar agreement; (x) relates to any Intellectual Property; (gxi) agreements, orders or commitments provides for the purchase of services, raw materials, supplies or finished products from any one supplier for an amount in excess of 100 million Won. (h) agreements, orders or commitments for the sale of products or services for more than 100 million Won to any single purchaserpayments based on results; (ixii) contracts or options relating grants terms to a customer that are more favorable than those generally available to the sale by Seller of any asset of the Business, other than sales of inventory in the ordinary course of businessCompany's customers; (jxiii) bonusgrants special arrangements, profit-sharingwhether providing for discounts, compensation, stock option, pension, retirement, deferred compensation, accrued vacation pay, group insurance, welfare agreements incentive awards or other plans, agreements, trusts or arrangements for the benefit of employeesotherwise; (kxiv) agreements involves any Governmental Body or commitments for capital expenditures which are other governmental authority, whether federal, state, local or foreign; or (xv) was not entered into in the ordinary course of business or (each, a "CONTRACT" and collectively, the "CONTRACTS"). SCHEDULE 3.13(b) sets forth a description of all work in excess of 6 billion Won for any single project; (l) joint venture agreements; (m) agreements requiring the consent of any party thereto to the consummation process of the transactions contemplated hereby; (n) agreements with any Affiliate; (o) lease agreements under which it Company. Each Contract is either lessor or lessee; (p) agreementsa legal, contracts or commitments for any charitable or political contribution; (q) non-competition agreements; (r) any foreign currency exchange or forward purchase agreements directly related to the Business; (s) any agreements providing for indemnification or guaranty obligations of Seller with respect to the Business other than in the ordinary course of business having a potential cost in excess of 100 million Won; (t) requirements agreements relating to obligations to purchase all or substantially all of any products as well as to supply all or substantially all valid and binding obligation of the products; (u) any non-disclosure agreement; or (v) other agreements, contracts Company and commitments which are material to the Business, or which involve payments or receipts of more than 1.2 billion Won in any single year, or which were entered into other than in the ordinary and usual course of business. All such contracts and other commitments are is in full force and effect; . The Company and, to the best knowledge of Shareholder and the Company, each other party to each Contract, has performed all parties obligations required to such contracts be performed by it thereunder, is not in breach or default and other commitments have complied with the provisions thereof; no such party is not alleged to be in breach or default under in any of the terms thereof; and no respect thereunder. No event has occurred that with the passage and no condition or state of time facts exists (or would exist upon the giving of notice or both the lapse of time or both) that would constitute become or cause a breach, default by or event of default thereunder, that would give any Person the right to cause such a termination or that would cause an acceleration of any obligation thereunder, and no Contract provides for any prepayment penalty or premium or restricts in any way the Company's ability (or after Closing, Buyer's ability) to enjoy the full benefits of the Purchased Assets. The Company is not currently renegotiating any Contract nor has the Company received any notice of non-renewal or price increase or sales or production allocation with respect to any Contract. The Company has no notice that any other party under with respect to any provision thereofContract is subject to, or reasonably could be expected to become subject to, any bankruptcy, insolvency or similar proceeding. No Contract requires the Company to maintain any performance bond, letter of credit or other security arrangement.

Contracts; Compliance. Except as listed on Schedule 2.10 3.20 hereto, Seller the Company is not a party to nor or bound by any lease, contract or commitment, oral or written, formal or informal related to or affecting the Businessinformal, of the following types: (a) mortgages, indentures, security agreements or other agreements and instruments relating to the borrowing of money, the extension of credit or the granting of liens or encumbrances; (b) employment and consulting agreements; (c) union or other collective bargaining agreements; (d) powers of attorney; (e) sales agency, manufacturers representative and distributorship agreements or other distribution or commission arrangements; (f) licenses of patent, trade secrets, know-how, trademark, copyrights trademark and other Intellectual Propertyintellectual property rights; (g) agreements, orders or commitments for the purchase of services, raw materials, supplies or finished products from any one supplier for an amount in excess of 100 million Won.$10,000; (h) agreements, orders or commitments for the sale of products or services for more than 100 million Won $100,000 to any single purchaser; (i) contracts contract or options option relating to the sale by Seller the Company of any asset of the Businessasset, other than sales of inventory in the ordinary course of business; (j) bonus, profit-sharing, compensation, stock option, pension, retirement, deferred compensation, accrued vacation pay, group insurance, welfare agreements or other plans, agreements, trusts or arrangements for the benefit of employees; (k) agreements or commitments for capital expenditures which are not in the ordinary course of business or in excess of 6 billion Won for any single projectexpenditures; (l) joint venture agreements; (m) agreements requiring the consent of any party thereto to the consummation of the transactions contemplated hereby; (n) agreements agreements, arrangements or understandings with any AffiliateRelated Party; (o) lease agreements under which it is either lessor or lessee; (p) agreementsagreement, contracts contract or commitments commitment for any charitable or political contribution; (q) non-competition agreements; (r) any foreign currency exchange agreement that limits or forward purchase agreements directly related could reasonably be expected to limit the Business; (s) freedom of the Company to compete in any agreements providing for indemnification or guaranty obligations of Seller with respect to the Business other than in the ordinary course line of business having a potential cost in excess of 100 million Won; (t) requirements agreements relating to obligations to purchase all or substantially all of with any products as well as to supply all or substantially all of the products; (u) any non-disclosure agreementthird party; or (vr) other agreements, contracts and commitments which are material to the Businessbusiness of the Company, or which involve payments or receipts of more than 1.2 billion Won $20,000 in any single year, or which were entered into other than in the ordinary and usual course of business. All such leases, contracts and other commitments to which the Company is a party or by which Shareholders or its or their assets are bound are valid and in full force and effecteffect and are binding and enforceable in accordance with their respective terms; all parties to such leases, contracts and other commitments have complied with the provisions thereof; no such party is in default under any of the terms thereof; and no event has occurred that with the passage of time or the giving of notice or both would constitute a default by any party under any provision thereof.