Common use of Contracts; Customers and Suppliers Clause in Contracts

Contracts; Customers and Suppliers. (a) Attached to Schedule 4.17(a) of the Disclosure Statement is a complete list of all contracts, leases, licenses or other instruments, agreements or binding commitments, whether or not in written form, to which the Company (or any of its properties or assets), any Company Subsidiary (or any of its properties or assets) or either Shareholder (in connection with the Business) is a party, is bound, or otherwise subject or otherwise is related to its Business and which provides for or falls within any of the following categories (collectively, the "Contracts"): (i) Contracts with any service provider or client, including, without limitation, agent and broker contracts; (ii) Contracts with any broker-dealer, investment advisor, insurance/annuity company or agency or clearing agency; (iii) Contracts with any mutual fund, hedge fund or 401(K) service providers; (iv) Contracts granting, or consenting to the existence of, any Lien on or in any of the Company's or any Company Subsidiary's assets in favor of any Person; (v) Collective bargaining arrangements or other Contracts with any labor union; (vi) Contracts for capital expenditures or the acquisition or construction of any Fixed Assets in excess of $25,000; (vii) Contracts relating to the borrowing of money or the incurrence of any indebtedness for borrowed money, or the issuance of any letter of credit, or the guaranty of another Person's indebtedness or Contracts of suretyship; (viii) Contracts granting to any Person a right of first refusal, first offer, option or similar preferential right to purchase or acquire any of the Company's or any Company Subsidiary's properties, assets or securities; (ix) Contracts limiting, restricting or prohibiting the Company or any Company Subsidiary from conducting any business anywhere in the world; (x) Joint venture or partnership agreements or other similar Contracts; (xi) Contracts of employment or for the retention of consultants or advisors or the furnishing of services by any third party; (xii) Contracts which indemnify any other Person or which provide for charitable contributions or which are in the nature of a severance agreement or which would otherwise entitle any Person not a party to this Agreement to receive a payment based upon the consummation of the transactions contemplated hereby; or (xiii) any other Contract which is material to the operations of the Business or any of the Company's or any Company Subsidiary's assets. Each Contract (assuming due authorization and execution by the counterparty to the Contract): (i) is in full force and effect; (ii) is a valid and binding obligation of the Company or Company Subsidiary, as the case may be, enforceable in accordance with its terms; (iii) does not give rise to a Lien on any of the Company's or any Company Subsidiary's assets; and (iv) has been entered into on an arm's-length basis in the ordinary course of business and consistent with past practices. There is no default under or breach by the Company or any Company Subsidiary (which, with or without the giving of notice or lapse of time or both) would constitute a default under any Contract and, to the knowledge of the Shareholders there is no default under or breach by any counterparty to a Contract (which with or without the giving of notice or lapse of time or both) would constitute a default under any Contract. No Contract will be adversely affected or terminated by consummation of the transactions contemplated hereby. Attached to Schedule 4.17(a) of the Disclosure Statement are true, correct and complete copies of all Contracts and summaries of oral Contracts, if any. (b) Schedule 4.17(b) of the Disclosure Statement contains a list of clients of the Company and each Company Subsidiary with related dollar volume of revenues for fiscal year 2005. Neither the Company, any Company Subsidiary or either Shareholder is engaged in any dispute with any client or service provider, nor does either the Company or either Shareholder have knowledge of any matter or fact which could reasonably be expected to result in a dispute with any client or service provider. To the knowledge of the Shareholders, no customer or service provider is considering termination, non-renewal or any modification of its arrangements with the Company or any Company Subsidiary prior to or following the Closing.

Contracts; Customers and Suppliers. (a) Attached to Schedule 4.17(a) of the Disclosure Statement is a complete list of all contracts, leases, licenses or other instruments, agreements or binding commitments, whether or not in written form, to which the Company (or any of its properties or assets), any Company Subsidiary (or any of its properties or assets) or either Shareholder (in connection with the Business) is a party, is bound, or otherwise subject or otherwise is related to its Business and which provides for or falls within any of the following categories (collectively, the "Contracts"): (i) Contracts with any service provider or client, including, without limitation, agent and broker contracts; (ii) Contracts with any broker-dealer, investment advisor, insurance/annuity company or agency or clearing agency; (iii) Contracts with any mutual fund, hedge fund or 401(K) service providers; (iv) Contracts granting, or consenting to the existence of, any Lien on or in any of the Company's or any Company Subsidiary's assets in favor of any Person; (v) Collective bargaining arrangements or other Contracts with any labor union; (vi) Contracts for capital expenditures or the acquisition or construction of any Fixed Assets in excess of $25,000; (vii) Contracts relating to the borrowing of money or the incurrence of any indebtedness for borrowed money, or the issuance of any letter of credit, or the guaranty of another Person's indebtedness or Contracts of suretyship; (viii) Contracts granting to any Person a right of first refusal, first offer, option or similar preferential right to purchase or acquire any of the Company's or any Company Subsidiary's properties, assets or securities; (ix) Contracts limiting, restricting or prohibiting the Company or any Company Subsidiary from conducting any business anywhere in the world; (x) Joint venture or partnership agreements or other similar Contracts; (xi) Contracts of employment or for the retention of consultants or advisors or the furnishing of services by any third party; (xii) Contracts which indemnify any other Person or which provide for charitable contributions or which are in the nature of a severance agreement or which would otherwise entitle any Person not a party to this Agreement to receive a payment based upon the consummation of the transactions contemplated hereby; or (xiii) any other Contract which is material to the operations of the Business or any of the Company's or any Company Subsidiary's assets. Each Contract (assuming due authorization and execution by the counterparty to the Contract): (i) is in full force and effect; (ii) is a valid and binding obligation of the Company or Company Subsidiary, as the case may be, enforceable in accordance with its terms; (iii) does not give rise to a Lien on any of the Company's or any Company Subsidiary's assets; and (iv) has been entered into on an arm's-length basis in the ordinary course of business and consistent with past practices. There is no default under or breach by the Company or any Company Subsidiary (which, with or without the giving of notice or lapse of time or both) would constitute a default under any Contract and, to the knowledge of the Shareholders there is no default under or breach by any counterparty to a Contract (which with or without the giving of notice or lapse of time or both) would constitute a default under any Contract. No Contract will be adversely affected or terminated by consummation of the transactions contemplated hereby. Attached to Schedule 4.17(a) of the Disclosure Statement are true, correct and complete copies of all Contracts and summaries of oral Contracts, if any. (b) Schedule 4.17(b) of the Disclosure Statement contains a list of clients each of the Company and each Company Subsidiary Company's clients with related dollar volume of revenues for fiscal calendar year 2004 and the six-month period ended June 30, 2005. Neither the Company, any Company Subsidiary or nor either Shareholder is engaged in any dispute with any client or service provider, nor does either the Company or either Shareholder have knowledge of any matter or fact which could reasonably be expected to result in a dispute with any client or service provider. To the knowledge of the Shareholders, no customer or service provider is considering termination, non-renewal or any modification of its arrangements with the Company or any Company Subsidiary prior to or following the Closing.

Contracts; Customers and Suppliers. (a) Attached to Schedule 4.17(a4.15(a) of the Disclosure Statement is a complete list of all contracts, leases, licenses Contracts (whether written or other instruments, agreements or binding commitments, whether or not in written form, oral) to which the Company (or any of its properties or assets), any Company Subsidiary (or any of its properties or assets) or either Shareholder (in connection with the Business) Seller is a party, and which is bound, or otherwise subject or otherwise is primarily related to its Business the Business, and in either case which provides for or falls within any of the following categories (collectively, the "Contracts"): (i) Contracts with any service provider distributor, manufacturer, vendor, supplier, broker, sales agent, other agent or client, including, without limitation, agent and broker contracts;manufacturer's representative providing for the payment of an amount annually: (i) individually for any such Contract of Ten Thousand Dollars ($10,000) or (ii) in the aggregate of Fifty Thousand Dollars ($50,000). (ii) Contracts with any broker-dealer, investment advisor, insurance/annuity company or agency or clearing agency; (iii) Contracts with any mutual fund, hedge fund or 401(K) service providers; (iv) Contracts granting, or consenting to the existence of, any Lien on or in any of the Company's or any Company Subsidiary's assets Purchased Assets in favor of any Person; (viii) Collective bargaining arrangements or other Contracts with any labor union; (viiv) Contracts for capital expenditures or the acquisition or construction of any Fixed Assets in excess of $25,00025,000 that is an executory contract as of the date hereof; (viiv) Contracts for the purchase or sale of the Product Inventory, materials, supplies, merchandise, machinery, equipment, parts or other property or services each of which involve, in the aggregate, the payment or receipt of more than $50,000 in any twelve (12) month period (other than standard Product Inventory purchases or sales executed in the ordinary course of business); (vi) Contracts relating to the borrowing of money or the incurrence of any indebtedness for borrowed money, or the issuance of any letter of credit, or the guaranty of another Person's indebtedness or Contracts of suretyshipsuretyship or relating to the repurchase of any goods or assets of any other Person; (viiivii) Contracts granting to any Person a right of first refusal, first offer, option or similar preferential right to purchase or acquire any of the Company's or any Company Subsidiary's properties, assets or securitiesPurchased Assets; (ixviii) Contracts limiting, restricting or prohibiting the Company or any Company Subsidiary Seller from conducting any business anywhere in the United States of America or elsewhere in the world; (xix) Joint venture or partnership agreements or other similar Contracts; (xix) Contracts of employment or for the retention of consultants or advisors or the furnishing of services by any third partyadvisors; (xiixi) Contracts which indemnify any other Person or which provide for charitable contributions or which are in the nature of a severance agreement or which would otherwise entitle any Person not a party to this Agreement to receive a payment based upon the consummation of the transactions contemplated hereby; or (xiiixii) any other Contract which is material to the operations of the Business or any of the Company's or any Company Subsidiary's assetsPurchased Assets. Each Except as set forth on Schedule 4.15(a) attached hereto, each Contract (assuming due authorization and execution by the counterparty to the Contract): ): (i) is in full force and effect; ; (ii) is a valid and binding obligation of the Company or Company Subsidiary, as the case may be, Seller enforceable in accordance with its terms, subject to: (1) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, or other laws affecting any rights, powers, privileges, remedies and interest of creditors, generally; and (2) rules or principles of equity affecting the enforcement of obligations generally, whether at law, in equity or otherwise, including without limitation rules governing specific performance, injunctive relief and other equitable remedies; and (iii) does not give rise to a Lien on any of the Company's or any Company Subsidiary's assets; and (ivPurchased Assets. Except as set forth on Schedule 4.15(a) has been entered into on an arm's-length basis in the ordinary course of business and consistent with past practices. There attached hereto, there is no default under or breach by the Company or any Company Subsidiary Seller (which, with or without the giving of notice or lapse of time or both) would constitute a default under any Contract and, to the knowledge of the Shareholders Seller there is no default under or breach by any counterparty to a Contract (which with or without the giving of notice or lapse of time or both) would constitute a default under any Contract, in each case except as would not have a Material Adverse Effect. No Contract will be adversely affected or terminated by consummation of the transactions contemplated hereby. Attached to Schedule 4.17(a) of the Disclosure Statement are Seller has delivered true, correct and complete copies of all Contracts and summaries of oral Contracts, if any. (b) Schedule 4.17(b4.15(b) of the Disclosure Statement attached hereto contains a list of clients each of the Company ten (10) largest customers and each Company Subsidiary with related suppliers (measured by dollar volume of revenues purchases and sales, as applicable) of the Seller for fiscal year 2005calendar years 2000 and 2001. Neither Except as set forth on Schedule 4.15(b) attached hereto, the Company, any Company Subsidiary or either Shareholder Seller is not engaged in any material dispute with any client material customer, supplier or service providermanufacturer with respect to the Purchased Assets or the Business. No current material customer of, nor does either or supplier or manufacturer to the Company or either Shareholder have knowledge Business has notified the Seller that of any matter or fact which could reasonably be expected to result in a dispute with any client or service provider. To the knowledge of the Shareholders, no customer or service provider is considering intended termination, non-renewal or any modification of its arrangements with the Company or any Company Subsidiary Seller prior to or following the Closing.

Contracts; Customers and Suppliers. (a) Attached to Schedule 4.17(a4.15(a) of the Disclosure Statement is a complete list of all contracts, leases, licenses Contracts (whether written or other instruments, agreements or binding commitments, whether or not in written form, oral) to which the Company (or any of its properties or assets), any Company Subsidiary (or any of its properties or assets) or either Shareholder (in connection with the Business) Seller is a party, and which is bound, or otherwise subject or otherwise is primarily related to its Business the Business, and in either case which provides for or falls within any of the following categories (collectively, the "Contracts"): (i) Contracts with any service provider distributor, manufacturer, vendor, supplier, broker, sales agent, other agent or client, including, without limitation, agent and broker contracts;manufacturer's representative providing for the payment of an amount annually: (i) individually for any such Contract of Ten Thousand Dollars ($10,000) or (ii) in the aggregate of Fifty Thousand Dollars ($50,000). (ii) Contracts with any broker-dealer, investment advisor, insurance/annuity company or agency or clearing agency; (iii) Contracts with any mutual fund, hedge fund or 401(K) service providers; (iv) Contracts granting, or consenting to the existence of, any Lien on or in any of the Company's or any Company Subsidiary's assets Purchased Assets in favor of any Person; (viii) Collective bargaining arrangements or other Contracts with any labor union; (viiv) Contracts for capital expenditures or the acquisition or construction of any Fixed Assets in excess of $25,00025,000 that is an executory contract as of the date hereof; (viiv) Contracts for the purchase or sale of the Product Inventory, materials, supplies, merchandise, machinery, equipment, parts or other property or services each of which involve, in the aggregate, the payment or receipt of more than $50,000 in any twelve (12) month period (other than standard Product Inventory purchases or sales executed in the ordinary course of business); (vi) Contracts relating to the borrowing of money or the incurrence of any indebtedness for borrowed money, or the issuance of any letter of credit, or the guaranty of another Person's indebtedness or Contracts of suretyshipsuretyship or relating to the repurchase of any goods or assets of any other Person; (viiivii) Contracts granting to any Person a right of first refusal, first offer, option or similar preferential right to purchase or acquire any of the Company's or any Company Subsidiary's properties, assets or securitiesPurchased Assets; (ixviii) Contracts limiting, restricting or prohibiting the Company or any Company Subsidiary Seller from conducting any business anywhere in the United States of America or elsewhere in the world; (xix) Joint venture or partnership agreements or other similar Contracts; (xix) Contracts of employment or for the retention of consultants or advisors or the furnishing of services by any third partyadvisors; (xiixi) Contracts which indemnify any other Person or which provide for charitable contributions or which are in the nature of a severance agreement or which would otherwise entitle any Person not a party to this Agreement to receive a payment based upon the consummation of the transactions contemplated hereby; or (xiiixii) any other Contract which is material to the operations of the Business or any of the Company's or any Company Subsidiary's assetsPurchased Assets. Each Except as set forth on Schedule 4.15(a) attached hereto, each Contract (assuming due authorization and execution by the counterparty to the Contract): ): (i) is in full force and effect; ; (ii) is a valid and binding obligation of the Company or Company Subsidiary, as the case may be, Seller enforceable in accordance with its terms, subject to: (1) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, or other laws affecting any rights, powers, privileges, remedies and interest of creditors, generally; and (2) rules or principles of equity affecting the enforcement of obligations generally, whether at law, in equity or otherwise, including without limitation rules governing specific performance, injunctive relief and other equitable remedies; and (iii) does not give rise to a Lien on any of the Company's or any Company Subsidiary's assets; and (ivPurchased Assets. Except as set forth on Schedule 4.15(a) has been entered into on an arm's-length basis in the ordinary course of business and consistent with past practices. There attached hereto, there is no default under or breach by the Company or any Company Subsidiary Seller (which, with or without the giving of notice or lapse of time or both) would constitute a default under any Contract and, to the knowledge of the Shareholders Seller there is no default under or breach by any counterparty to a Contract (which with or without the giving of notice or lapse of time or both) would constitute a default under any Contract, in each case except as would not have a Material Adverse Effect. No Contract will be adversely affected or terminated by consummation of the transactions contemplated hereby. Attached to Schedule 4.17(a) of the Disclosure Statement are Seller has delivered true, correct and complete copies of all Contracts and summaries of oral Contracts, if any. (b) Schedule 4.17(b4.15(b) of the Disclosure Statement attached hereto contains a list of clients each of the Company ten (10) largest customers and each Company Subsidiary with related suppliers (measured by dollar volume of revenues purchases and sales, as applicable) of the Seller for fiscal year 2005calendar years 2000 and 2001. Neither Except as set forth on Schedule 4.15(b) 37 attached hereto, the Company, any Company Subsidiary or either Shareholder Seller is not engaged in any material dispute with any client material customer, supplier or service providermanufacturer with respect to the Purchased Assets or the Business. No current material customer of, nor does either or supplier or manufacturer to the Company or either Shareholder have knowledge Business has notified the Seller that of any matter or fact which could reasonably be expected to result in a dispute with any client or service provider. To the knowledge of the Shareholders, no customer or service provider is considering intended termination, non-renewal or any modification of its arrangements with the Company or any Company Subsidiary Seller prior to or following the Closing.