Common use of Contracts, etc Clause in Contracts

Contracts, etc. (a) Set forth on Schedule 3.15 hereto is a complete and correct list of each of the following Contracts, government licenses and other instruments to which Exousia Merger Subsidiary is a party or by which Exousia Merger Subsidiary or its properties or assets are bound (reasonably expected to involve more than $25,000); (i) each service or other similar type of agreement under which services are provided by any other Person to Exousia Merger Subsidiary; (ii) each agreement that restricts the operation of the business of Exousia Merger Subsidiary as presently conducted and each agreement that restricts the ability of Exousia Merger Subsidiary to retain agents or distributors or to solicit customers or employees; (iii) each agreement with an Affiliated Person; (iv) each operating lease (as lessor, lessee, sublessor or sublessee) of any real property; (v) each operating lease (as lessor, lessee, sublessor or sublessee) of any tangible personal property or assets (except for leases calling for payment of less than $2,000 per year and having a term of less than one (1) year); (vi) each license (as licensor, licensee, sublicensor or sublicensee) of any patents, trademarks or other item of intellectual property described in Section 3.15; (vii) each agreement under which services are provided by Exousia Merger Subsidiary to any material customer; (viii) each written agreement for the purchase of supplies or product which calls for performance by Exousia Merger Subsidiary over a period of more than six (6) months or with respect to which there exists an aggregate future liability of Exousia Merger Subsidiary in excess of $25,000; (ix) each agreement under which any money has been or may be borrowed or loaned or any note, bond, indenture, or other evidence of indebtedness has been issued or assumed (other than those under which there remain no ongoing obligations of Exousia Merger Subsidiary), and each guaranty of any evidence of indebtedness or other obligation, or of the net worth, of any Person (other than endorsements for the purpose of collection in the ordinary course of business) that would have a Material Adverse Effect on Exousia Merger Subsidiary; (x) each mortgage, deed of trust, security agreement, purchase money agreement, conditional sales contract or capital lease (other than any mortgage, purchase money agreement, conditional sales contract or capital lease evidencing Liens solely on tangible personal property or assets under which there exists an aggregate future liability of Exousia Merger Subsidiary not in excess of $10,000 per mortgage, agreement, contract or lease); (xi) each partnership, joint venture or similar agreement; (xii) each agreement containing restrictions with respect to the payment of dividends or other distributions in respect of the Exousia Merger Subsidiary Ownership; (xiii) each agreement to make unpaid capital expenditures in excess of $25,000; and (xiv) each other agreement having an indefinite term or a term of more than one (1) year (other than those that are terminable at will or upon not more than 30 days’ notice by Exousia Merger Subsidiary without penalty) or requiring payments by Exousia Merger Subsidiary of more than $10,000 per year. A complete and correct copy of each written agreement, lease, license, mortgage, deed of trust, instrument, contract or other type of document required to be disclosed pursuant to this Section 3.15(a) has been delivered to Evergreen. (b) Each agreement, lease, license, mortgage, deed of trust, instrument, contract or other type of document required to be disclosed pursuant to Sections 3.11(a), 3.11(c) or 3.15(a) to which Exousia Merger Subsidiary is a party or by which Exousia Merger Subsidiary or its respective properties or assets are bound (collectively, the “Contracts”), except for Contracts, the loss of which has not had, and is not reasonably likely to result in, a Material Adverse Effect, is valid, binding and in full force and effect and is enforceable by Exousia Merger Subsidiary in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar laws affecting creditors' rights generally and by general principles of equity. Exousia Merger Subsidiary is not (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of the Contracts (except for such breaches or defaults that individually or in the aggregate would not have a Material Adverse Effect on Exousia Merger Subsidiary), and, to the best of Exousia Merger Subsidiary’s Knowledge, no other party to any of the Contracts is (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of the Contracts. None of Exousia Merger Subsidiary’ existing or completed agreements that are material to Exousia Merger Subsidiary’ business operations as they are currently conducted is subject to renegotiation with any governmental body. (c) Other than as set forth in Schedule 3.15, no Contract to which Exousia Merger Subsidiary is a party or by which Exousia Merger Subsidiary or its assets is bound that is material to the business operations of Exousia Merger Subsidiary as they are currently conducted contains any provision establishing a penalty or liquidated damages for breach thereof.

Contracts, etc. (a) Set forth on Section 3.20 of the ALHC Disclosure Schedule 3.15 hereto is a complete and correct list of each of the following Contractsagreements, government licenses leases and other instruments instruments, both oral and written, to which Exousia Merger Subsidiary ALHC or any one of the ALHC Subsidiaries is a party or by which Exousia Merger Subsidiary ALHC, any one of the ALHC Subsidiaries or its properties or assets are bound (reasonably expected to involve more than $25,000);bound: (i) each service or other similar type of agreement under which services are provided by any other Person to Exousia Merger SubsidiaryALHC or any of the ALHC Subsidiaries that is material to the business of ALHC or any of the ALHC Subsidiaries taken as a whole; (ii) each agreement that restricts the operation of the business of Exousia Merger Subsidiary as presently conducted and each agreement that restricts ALHC or any of the ALHC Subsidiaries or the ability of Exousia Merger Subsidiary to retain agents ALHC or distributors or any one of the ALHC Subsidiaries to solicit customers or employees; (iii) each agreement with an Affiliated Person; (iv) each operating lease (as lessor, lessee, sublessor or sublessee) that is material to ALHC or any of the ALHC Subsidiaries taken as a whole of any real property; (v) each operating lease (as lessor, lessee, sublessor or sublessee) of any tangible personal property or assets (except for leases calling for payment of less than $2,000 per year and having a term of less than one (1) year)assets; (vi) each license (as licensor, licensee, sublicensor or sublicensee) of any patents, trademarks or other item of intellectual property described in Section 3.15; (viiiv) each agreement under which services are provided by Exousia Merger Subsidiary ALHC or any of the ALHC Subsidiaries to any material customer; (viii) each written agreement for the purchase of supplies or product which calls for performance by Exousia Merger Subsidiary over a period of more than six (6) months or with respect to which there exists an aggregate future liability of Exousia Merger Subsidiary in excess of $25,000; (ixv) each agreement (including capital leases) under which any money has been or may be borrowed or loaned or any note, bond, indenture, indenture or other evidence of indebtedness has been issued or assumed (other than those under which there remain no ongoing obligations of Exousia Merger SubsidiaryALHC or any one of the ALHC Subsidiaries), and each guaranty of any evidence of indebtedness or other obligation, or of the net worth, of any Person (other than endorsements for the purpose of collection in the ordinary course Ordinary Course of business) that would have a Material Adverse Effect on Exousia Merger Subsidiary; (x) each mortgage, deed of trust, security agreement, purchase money agreement, conditional sales contract or capital lease (other than any mortgage, purchase money agreement, conditional sales contract or capital lease evidencing Liens solely on tangible personal property or assets under which there exists an aggregate future liability of Exousia Merger Subsidiary not in excess of $10,000 per mortgage, agreement, contract or leaseBusiness); (xivi) each partnership, joint venture or similar agreement; (xiivii) each agreement containing restrictions with respect to the payment of dividends or other distributions in respect of the Exousia Merger Subsidiary Ownershipcapital stock of ALHC or any one of the ALHC Subsidiaries; (xiiiviii) each agreement to make unpaid capital expenditures in excess of $25,000; and; (xivix) each agreement providing for accelerated or special payments as a result of the Merger, including any shareholder rights plan or other agreement having an indefinite term or instrument commonly referred as a term of more than one (1) year (other than those that are terminable at will or upon not more than 30 days’ notice by Exousia Merger Subsidiary without penalty) or requiring payments by Exousia Merger Subsidiary of more than $10,000 per year. “poison pill.” A complete and correct copy of each written agreement, lease, license, mortgage, deed of trust, instrument, contract lease or other type of document document, and a true, complete and correct summary of each oral agreement, lease or other type of document, required to be disclosed pursuant to this Section 3.15(a) 3.20 has been delivered made available to Evergreen. (b) Each AUSA. Furthermore, each agreement, lease, license, mortgage, deed of trust, instrument, contract lease or other type of document required to be disclosed pursuant to Sections 3.11(a)3.13, 3.11(c) 3.14 or 3.15(a) 3.20 to which Exousia Merger Subsidiary ALHC or any one of the ALHC Subsidiaries is a party or by which Exousia Merger Subsidiary ALHC or any one of the ALHC Subsidiaries or its respective properties or assets are bound (collectively, the “ALHC Contracts”), except for Contracts, those ALHC Contracts the loss of which has could reasonably be expected to not had, and is not reasonably likely to result in, have a Material Adverse Effect, is valid, AGREEMENT AND PLAN OF MERGER binding and in full force and effect and is enforceable by Exousia Merger Subsidiary ALHC or any one of the ALHC Subsidiaries in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium . ALHC and other similar laws affecting creditors' rights generally and by general principles of equity. Exousia Merger Subsidiary is the ALHC Subsidiaries are not (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of the Contracts (except for such breaches or defaults that individually or in the aggregate would not have a Material Adverse Effect on Exousia Merger Subsidiary)ALHC Contracts, and, to the best of Exousia Merger Subsidiary’s Knowledgethe knowledge of ALHC, no other party to any of the ALHC Contracts is (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of the ALHC Contracts, where such breach or default could reasonably be expected to have a Material Adverse Effect. To the knowledge of ALHC, neither ALHC nor any of the ALHC Subsidiaries has received notice, written or oral, of or any threatened termination by any third party to any of ALHC Contracts or become aware of any intend of a third party to any ALHC Contracts not to renew or, if currently being rebid, re-award any of ALHC Contracts. None of Exousia Merger Subsidiary’ No existing or completed agreements that are material agreement to Exousia Merger Subsidiary’ business operations as they are currently conducted which ALHC or any one of the ALHC Subsidiaries is a party is subject to renegotiation with any governmental body. (c) Other than as set forth in Schedule 3.15, no Contract to which Exousia Merger Subsidiary is a party or by which Exousia Merger Subsidiary or its assets is bound that is material to the business operations of Exousia Merger Subsidiary as they are currently conducted contains any provision establishing a penalty or liquidated damages for breach thereof.

Contracts, etc. (a) Set forth on Section 3.20 of the ALHC Disclosure Schedule 3.15 hereto is a complete and correct list of each of the following Contractsagreements, government licenses leases and other instruments instruments, both oral and written, to which Exousia Merger Subsidiary ALHC or any one of the ALHC Subsidiaries is a party or by which Exousia Merger Subsidiary ALHC, any one of the ALHC Subsidiaries or its properties or assets are bound (reasonably expected to involve more than $25,000);bound: (i) each service or other similar type of agreement under which services are provided by any other Person to Exousia Merger SubsidiaryALHC or any of the ALHC Subsidiaries that is material to the business of ALHC or any of the ALHC Subsidiaries taken as a whole; (ii) each agreement that restricts the operation of the business of Exousia Merger Subsidiary as presently conducted and each agreement that restricts ALHC or any of the ALHC Subsidiaries or the ability of Exousia Merger Subsidiary to retain agents ALHC or distributors or any one of the ALHC Subsidiaries to solicit customers or employees; (iii) each agreement with an Affiliated Person; (iv) each operating lease (as lessor, lessee, sublessor or sublessee) that is material to ALHC or any of the ALHC Subsidiaries taken as a whole of any real property; (v) each operating lease (as lessor, lessee, sublessor or sublessee) of any tangible personal property or assets (except for leases calling for payment of less than $2,000 per year and having a term of less than one (1) year)assets; (vi) each license (as licensor, licensee, sublicensor or sublicensee) of any patents, trademarks or other item of intellectual property described in Section 3.15; (viiiv) each agreement under which services are provided by Exousia Merger Subsidiary ALHC or any of the ALHC Subsidiaries to any material customer; (viii) each written agreement for the purchase of supplies or product which calls for performance by Exousia Merger Subsidiary over a period of more than six (6) months or with respect to which there exists an aggregate future liability of Exousia Merger Subsidiary in excess of $25,000; (ixv) each agreement (including capital leases) under which any money has been or may be borrowed or loaned or any note, bond, indenture, indenture or other evidence of indebtedness has been issued or assumed (other than those under which there remain no ongoing obligations of Exousia Merger SubsidiaryALHC or any one of the ALHC Subsidiaries), and each guaranty of any evidence of indebtedness or other obligation, or of the net worth, of any Person (other than endorsements for the purpose of collection in the ordinary course Ordinary Course of business) that would have a Material Adverse Effect on Exousia Merger Subsidiary; (x) each mortgage, deed of trust, security agreement, purchase money agreement, conditional sales contract or capital lease (other than any mortgage, purchase money agreement, conditional sales contract or capital lease evidencing Liens solely on tangible personal property or assets under which there exists an aggregate future liability of Exousia Merger Subsidiary not in excess of $10,000 per mortgage, agreement, contract or leaseBusiness); (xivi) each partnership, joint venture or similar agreement; (xiivii) each agreement containing restrictions with respect to the payment of dividends or other distributions in respect of the Exousia Merger Subsidiary Ownershipcapital stock of ALHC or any one of the ALHC Subsidiaries; (xiiiviii) each agreement to make unpaid capital expenditures in excess of $25,000; and; (xivix) each agreement providing for accelerated or special payments as a result of the Merger, including any shareholder rights plan or other agreement having an indefinite term or instrument commonly referred as a term of more than one (1) year (other than those that are terminable at will or upon not more than 30 days’ notice by Exousia Merger Subsidiary without penalty) or requiring payments by Exousia Merger Subsidiary of more than $10,000 per year. “poison pill.” A complete and correct copy of each written agreement, lease, license, mortgage, deed of trust, instrument, contract lease or other type of document document, and a true, complete and correct summary of each oral agreement, lease or other type of document, required to be disclosed pursuant to this Section 3.15(a) 3.20 has been delivered made available to Evergreen. (b) Each AUSA. Furthermore, each agreement, lease, license, mortgage, deed of trust, instrument, contract lease or other type of document required to be disclosed pursuant to Sections 3.11(a)3.13, 3.11(c) 3.14 or 3.15(a) 3.20 to which Exousia Merger Subsidiary ALHC or any one of the ALHC Subsidiaries is a party or by which Exousia Merger Subsidiary ALHC or any one of the ALHC Subsidiaries or its respective properties or assets are bound (collectively, the “ALHC Contracts”), except for Contracts, those ALHC Contracts the loss of which has could reasonably be expected to not had, and is not reasonably likely to result in, have a Material Adverse Effect, is valid, binding and in full force and effect and is enforceable by Exousia Merger Subsidiary ALHC or any one of the ALHC Subsidiaries in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium . ALHC and other similar laws affecting creditors' rights generally and by general principles of equity. Exousia Merger Subsidiary is the ALHC Subsidiaries are not (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of the Contracts (except for such breaches or defaults that individually or in the aggregate would not have a Material Adverse Effect on Exousia Merger Subsidiary)ALHC Contracts, and, to the best of Exousia Merger Subsidiary’s Knowledgethe knowledge of ALHC, no other party to any of the ALHC Contracts is (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of the ALHC Contracts, where such breach or default could reasonably be expected to have a Material Adverse Effect. To the knowledge of ALHC, neither ALHC nor any of the ALHC Subsidiaries has received notice, written or oral, of or any threatened termination by any third party to any of ALHC Contracts or become aware of any intend of a third party to any ALHC Contracts not to renew or, if currently being rebid, re-award any of ALHC Contracts. None of Exousia Merger Subsidiary’ No existing or completed agreements that are material agreement to Exousia Merger Subsidiary’ business operations as they are currently conducted which ALHC or any one of the ALHC Subsidiaries is a party is subject to renegotiation with any governmental body. (c) Other than as set forth in Schedule 3.15, no Contract to which Exousia Merger Subsidiary is a party or by which Exousia Merger Subsidiary or its assets is bound that is material to the business operations of Exousia Merger Subsidiary as they are currently conducted contains any provision establishing a penalty or liquidated damages for breach thereof.

Contracts, etc. (a) Set forth on Schedule 3.15 5.13 hereto is a true and complete list of all of the following Contractual Obligations of the Company (collectively, the "Contracts"): 5.13.1. all Contractual Obligations involving collective bargaining agreements and correct list other labor agreements, all employment or consulting agreements, termination or severance agreements, change-of-control agreements and all other plans, agreements, arrangements, practices or other Contractual Obligations (other than any Company Employee Plan) respecting the terms and conditions of employment, a consulting arrangement or Compensation or benefits, including post-retirement benefits, to any of the current or former officers, employees, consultants or independent contractors of the Company, except for obligations arising generally in connection with employment at-will relationships; 5.13.2. all Contractual Obligations under which the Company is or may become obligated to pay any brokerage, finder's or similar fees or expenses in connection with, or has incurred any severance pay or special Compensation obligations which would become payable by reason of, this Agreement or consummation of the transactions contemplated hereby, other than any such fees payable to Goldman, Sachs & Co; 5.13.3. all Contractual Obligxxxxxx (ixxxxxing options) to sell or otherwise dispose of any assets other than in the Ordinary Course of Business; 5.13.4. all Contractual Obligations under which the Company has or will have after the Closing any liability or obligation to or for the benefit of any stockholder, any Affiliate of any stockholder or any other Affiliate of the Company; 5.13.5. all Contractual Obligations under which the Company currently has or during the prior two years has had any liability or obligation to or for the benefit of any stockholder, any Affiliate of any stockholder or any other Affiliate of the Company; 5.13.6. all Contractual Obligations (other than Leases) under which the Company has any liability or obligation for any Debt (including the Bank Debt and the Senior Subordinated Notes) or constituting a Guarantee of any liability or obligation of any Person, or under which any Person has any liability or obligation constituting a Guarantee of any liability or obligation of the Company (including partnership and joint venture agreements), in each case having a value of at least $100,000 in any year or $1,000,000 in the aggregate; 5.13.7. all Contractual Obligations under which the Company is or may become obligated to pay any amount in respect of deferred or conditional purchase price (other than ordinary trade terms), indemnification obligations, purchase price adjustment or otherwise in connection with any (i) acquisition or disposition of all or substantially all of the assets or securities constituting a line of business of any Person, (ii) merger, consolidation or other business combination, or (iii) series or group of related transactions or events of a type specified in subclauses (i) and (ii); 5.13.8. all Contractual Obligations for the sale or purchase of products or provision of services by or to the Company (other than ordinary course purchase orders or sales orders) that (i) involve products or services having a value of at least $100,000 in any year or $1,000,000 in the aggregate, (ii) have a term extending more than one year after the Closing Date, or (iii) to which the United States federal government or any state, local or foreign government or any agency or department of any of the foregoing is a party; 5.13.9. all Contractual Obligations relating to advertising having a value of at least $100,000 in any year or $1,000,000 in the aggregate; 5.13.10. all Contractual Obligations having a value of at least $100,000 in any year or $1,000,000 in the aggregate under which any tangible personal property is held or used by the Company; 5.13.11. all Contractual Obligations having a value of at least $100,000 in any year or $1,000,000 in the aggregate under which the Company is liable as lessor or lessee with respect to any tangible personal property; 5.13.12. all Contractual Obligations under which the Company is a licensor or licensee (or a sublicensor or sublicensee) with respect to any Intangibles or otherwise grants or receives any franchise or similar rights having a value of at least $100,000 in any year or $1,000,000 in the aggregate; 5.13.13. all Contractual Obligations under which the Company or any employee/designer is or may be prohibited or restricted from competing (i) in any business, (ii) in any geographic area and/or (iii) for any current or potential wholesale customers anywhere in the world; 5.13.14. all Contractual Obligations under which the Company is a joint venturer or partner or under which the Company shares profits, losses, costs, or liabilities with any other Person; and 5.13.15. all other Contractual Obligations (other than Leases and ordinary course purchase orders or sales orders and other than Contractual Obligations of the type described in Section 5.13.8) which individually have a value in excess of $100,000 in any year or $1,000,000 in the aggregate. Except as otherwise noted on Schedule 5.13 hereto, the Company has heretofore made available to the Buyer a true and complete copy of each of the following Contracts, government licenses or a narrative description of those Contracts that are not in writing. Subject to the Enforcement Exceptions, each Contract is Enforceable by the Company, except for such failures to be so Enforceable as have not had and other instruments to which Exousia Merger Subsidiary is a party or by which Exousia Merger Subsidiary or its properties or assets are bound (would not reasonably be expected to involve more than $25,000); (i) each service have in the aggregate a Material Adverse Effect. Except as set forth on Schedule 5.13 hereto, no breach or other similar type default by the Company under any Contract has occurred and is continuing, and no event has occurred which with notice or lapse of agreement under which services are provided time would constitute such a breach or default. To the Knowledge of the Company, except as set forth on Schedule 5.13 hereto, no breach or default by any other Person to Exousia Merger Subsidiary; (ii) each agreement that restricts the operation of the business of Exousia Merger Subsidiary as presently conducted under any Contract has occurred and each agreement that restricts the ability of Exousia Merger Subsidiary to retain agents or distributors or to solicit customers or employees; (iii) each agreement with an Affiliated Person; (iv) each operating lease (as lessor, lessee, sublessor or sublessee) of any real property; (v) each operating lease (as lessor, lessee, sublessor or sublessee) of any tangible personal property or assets (except for leases calling for payment of less than $2,000 per year and having a term of less than one (1) year); (vi) each license (as licensor, licensee, sublicensor or sublicensee) of any patents, trademarks or other item of intellectual property described in Section 3.15; (vii) each agreement under which services are provided by Exousia Merger Subsidiary to any material customer; (viii) each written agreement for the purchase of supplies or product which calls for performance by Exousia Merger Subsidiary over a period of more than six (6) months or with respect to which there exists an aggregate future liability of Exousia Merger Subsidiary in excess of $25,000; (ix) each agreement under which any money has been or may be borrowed or loaned or any note, bond, indenture, or other evidence of indebtedness has been issued or assumed (other than those under which there remain no ongoing obligations of Exousia Merger Subsidiary)is continuing, and each guaranty of any evidence of indebtedness no event has occurred which with notice or other obligation, or of the net worth, of any Person (other than endorsements for the purpose of collection in the ordinary course of business) that would have a Material Adverse Effect on Exousia Merger Subsidiary; (x) each mortgage, deed of trust, security agreement, purchase money agreement, conditional sales contract or capital lease (other than any mortgage, purchase money agreement, conditional sales contract or capital lease evidencing Liens solely on tangible personal property or assets under which there exists an aggregate future liability of Exousia Merger Subsidiary not in excess of $10,000 per mortgage, agreement, contract or lease); (xi) each partnership, joint venture or similar agreement; (xii) each agreement containing restrictions with respect to the payment of dividends or other distributions in respect of the Exousia Merger Subsidiary Ownership; (xiii) each agreement to make unpaid capital expenditures in excess of $25,000; and (xiv) each other agreement having an indefinite term or a term of more than one (1) year (other than those that are terminable at will or upon not more than 30 days’ notice by Exousia Merger Subsidiary without penalty) or requiring payments by Exousia Merger Subsidiary of more than $10,000 per year. A complete and correct copy of each written agreement, lease, license, mortgage, deed of trust, instrument, contract or other type of document required to be disclosed pursuant to this Section 3.15(a) has been delivered to Evergreen. (b) Each agreement, lease, license, mortgage, deed of trust, instrument, contract or other type of document required to be disclosed pursuant to Sections 3.11(a), 3.11(c) or 3.15(a) to which Exousia Merger Subsidiary is a party or by which Exousia Merger Subsidiary or its respective properties or assets are bound (collectively, the “Contracts”), except for Contracts, the loss of which has not had, and is not reasonably likely to result in, a Material Adverse Effect, is valid, binding and in full force and effect and is enforceable by Exousia Merger Subsidiary in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar laws affecting creditors' rights generally and by general principles of equity. Exousia Merger Subsidiary is not (with or without the lapse of time would constitute such a breach or the giving of notice, or both) in breach of or in default under any of the Contracts (except for such breaches or defaults that individually or in the aggregate would not have a Material Adverse Effect on Exousia Merger Subsidiary), and, to the best of Exousia Merger Subsidiary’s Knowledge, no other party to any of the Contracts is (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of the Contracts. None of Exousia Merger Subsidiary’ existing or completed agreements that are material to Exousia Merger Subsidiary’ business operations as they are currently conducted is subject to renegotiation with any governmental bodydefault. (c) Other than as set forth in Schedule 3.15, no Contract to which Exousia Merger Subsidiary is a party or by which Exousia Merger Subsidiary or its assets is bound that is material to the business operations of Exousia Merger Subsidiary as they are currently conducted contains any provision establishing a penalty or liquidated damages for breach thereof.

Contracts, etc. (a) Set forth on Schedule 3.15 3.17 hereto is a complete and correct list of each of the following Contracts, government licenses Government Licenses and other instruments to which Exousia Merger Subsidiary OmniCall is a party or by which Exousia Merger Subsidiary OmniCall or its their respective properties or assets are bound (reasonably expected to involve more than Fifty Thousand Dollars ($25,00050,000.00); (i) each service or other similar type of agreement under which services are provided by any other Person to Exousia Merger SubsidiaryOmniCall; (ii) each agreement that restricts the operation of the business of Exousia Merger Subsidiary OmniCall as presently conducted and each agreement that restricts the ability of Exousia Merger Subsidiary OmniCall to retain agents or distributors or to solicit customers or employees; (iii) each agreement with an Affiliated Person; (iv) each operating lease (as lessor, lessee, sublessor or sublessee) of any real property; (v) each operating lease (as lessor, lessee, sublessor or sublessee) of any tangible personal property or assets (except for leases calling for payment of less than Five Thousand Dollars ($2,000 5,000) per year and and/or having a term of less than one (1) year); (vi) each license (as licensor, licensee, sublicensor or sublicensee) of any patents, trademarks or other item of intellectual property described in Section 3.153.15 (other than customary, non-negotiated licenses of computer software); (vii) each agreement under which services are provided by Exousia Merger Subsidiary OmniCall to any material customer; (viii) each written agreement for the purchase of supplies or product which calls for performance by Exousia Merger Subsidiary OmniCall over a period of more than six (6) months or with respect to which there exists an aggregate future liability of Exousia Merger Subsidiary OmniCall in excess of Twenty-Five Thousand Dollars ($25,000); (ix) each agreement under which any money has been or may be borrowed or loaned or any note, bond, indenture, or other evidence of indebtedness has been issued or assumed (other than those under which there remain no ongoing obligations of Exousia Merger SubsidiaryOmniCall), and each guaranty of any evidence of indebtedness or other obligation, or of the net worth, of any Person (other than endorsements for the purpose of collection in the ordinary course of business) that would have a Material Adverse Effect on Exousia Merger Subsidiary); (x) each mortgage, deed of trust, security agreement, purchase money agreement, conditional sales contract or capital lease (other than any mortgage, purchase money agreement, conditional sales contract or capital lease evidencing Liens solely on tangible personal property or assets under which there exists an aggregate future liability of Exousia Merger Subsidiary OmniCall not in excess of Ten Thousand Dollars ($10,000 10,000.00) per mortgage, agreement, contract or lease); (xi) each partnership, joint venture or similar agreement; (xii) each agreement containing restrictions with respect to the payment of dividends or other distributions in respect of the Exousia Merger Subsidiary OwnershipOmniCall's capital stock; (xiii) each agreement to make unpaid capital expenditures in excess of Twenty-Five Thousand Dollars ($25,000); and (xiv) each other agreement having an indefinite term or a term of more than one (1) year (other than those that are terminable at will or upon not more than 30 thirty (30) days’ ' notice by Exousia Merger Subsidiary OmniCall without penalty) or requiring payments by Exousia Merger Subsidiary OmniCall of more than Ten Thousand Dollars ($10,000 10,000.00) per year. A complete and correct copy of each written agreement, lease, license, mortgage, deed of trust, instrument, contract or other type of document required to be disclosed pursuant to this Section 3.15(a3.17(a) has been delivered to EvergreenAccess One. (b) Each agreement, lease, license, mortgage, deed of trust, instrument, contract or other type of document required to be disclosed pursuant to Sections Section 3.11(a), 3.11(c) or 3.15(aand Section 3.17(a) to which Exousia Merger Subsidiary OmniCall is a party or by which Exousia Merger Subsidiary OmniCall or its respective properties or assets are bound (collectively, the “"Contracts”"), except for Contracts, the loss of which has not had, and is not reasonably likely to result in, a Material Adverse Effect, is valid, binding and in full force and effect and is believed to be enforceable by Exousia Merger Subsidiary OmniCall in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar laws affecting creditors' rights generally and by general principles of equity. Exousia Merger Subsidiary OmniCall is not (with or without the lapse of time or the giving of notice, or both) in material breach of or in material default under any of the Contracts (except for such breaches or defaults that individually or in the aggregate would not have a Material Adverse Effect on Exousia Merger Subsidiary)Contracts, and, to the best of Exousia Merger Subsidiary’s KnowledgeOmniCall's knowledge, no other party to any of the Contracts is (with or without the lapse of time or the giving of notice, or both) in breach of or in material default under any of the Contracts. None of Exousia Merger Subsidiary’ OmniCall's existing or completed agreements that are material to Exousia Merger Subsidiary’ business operations as they are currently conducted is subject to renegotiation with any governmental body. (c) Other than as set forth in Schedule 3.15, no Contract to which Exousia Merger Subsidiary is a party or by which Exousia Merger Subsidiary or its assets is bound that is material to the business operations of Exousia Merger Subsidiary as they are currently conducted contains any provision establishing a penalty or liquidated damages for breach thereof.

Contracts, etc. (a) Set forth on Section 2.20 of AUSA Disclosure Schedule 3.15 hereto is a complete and correct list of each of the following Contractsagreements, government licenses leases and other instruments instruments, both oral and written, to which Exousia Merger Subsidiary AUSA or any of its Subsidiaries is a party or by which Exousia Merger Subsidiary AUSA or any of the AUSA Subsidiaries or its properties or assets are bound (reasonably expected to involve more than $25,000);bound: (i) each Each service or other similar type of agreement under which services are provided by any other Person to Exousia Merger SubsidiaryAUSA or any of the AUSA Subsidiaries that is material to the business of AUSA and the AUSA Subsidiaries taken as a whole; (ii) each Each agreement that restricts the operation of the business of Exousia Merger Subsidiary as presently conducted and each agreement that restricts AUSA or any of its Subsidiaries or the ability of Exousia Merger Subsidiary to retain agents AUSA or distributors or any of the AUSA Subsidiaries to solicit customers or employees; (iii) each agreement with an Affiliated Person; (iv) each Each operating lease (as lessor, lessee, sublessor or sublessee) that is material to AUSA or any of the AUSA Subsidiaries of any real property; (v) each operating lease (as lessor, lessee, sublessor or sublessee) of any tangible personal property or assets (except for leases calling for payment of less than $2,000 per year and having a term of less than one (1) year)assets; (viiv) each license (as licensor, licensee, sublicensor or sublicensee) of any patents, trademarks or other item of intellectual property described in Section 3.15; (vii) each Each agreement under which services are provided by Exousia Merger Subsidiary AUSA or any of the AUSA Subsidiaries to any material customer; (viiiv) each written Each agreement for the purchase of supplies or product which calls for performance by Exousia Merger Subsidiary over a period of more than six (6including capital leases) months or with respect to which there exists an aggregate future liability of Exousia Merger Subsidiary in excess of $25,000; (ix) each agreement under which any money has been or may be borrowed or loaned or any note, bond, indenture, indenture or other evidence of indebtedness has been issued or assumed (other than those under which there remain no ongoing obligations of Exousia Merger SubsidiaryAUSA or any of the AUSA Subsidiaries ), and each guaranty of any evidence of indebtedness or other obligation, or of the net worth, of any Person (other than endorsements for the purpose of collection in the ordinary course Ordinary Course of business) that would have a Material Adverse Effect on Exousia Merger Subsidiary; (x) each mortgage, deed of trust, security agreement, purchase money agreement, conditional sales contract or capital lease (other than any mortgage, purchase money agreement, conditional sales contract or capital lease evidencing Liens solely on tangible personal property or assets under which there exists an aggregate future liability of Exousia Merger Subsidiary not in excess of $10,000 per mortgage, agreement, contract or leaseBusiness); (xivi) each Each partnership, joint venture or similar agreement; (xiivii) each Each agreement containing restrictions with respect to the payment of dividends or other distributions in respect of the Exousia Merger Subsidiary OwnershipAUSA Shares; (xiiiviii) each Each agreement to make unpaid capital expenditures in excess of $25,000; and; (xivix) each Each agreement providing for accelerated or special payments as a result of the Merger, including any shareholder rights plan or other agreement having an indefinite term or instrument commonly referred as a term of more than one (1) year (other than those that are terminable at will or upon not more than 30 days’ notice by Exousia Merger Subsidiary without penalty) or requiring payments by Exousia Merger Subsidiary of more than $10,000 per year. “poison pill.” A complete and correct copy of each written agreement, lease, license, mortgage, deed of trust, instrument, contract lease or other type of document document, and a true, complete and correct summary of each oral agreement, lease or other type of document, required to be disclosed pursuant to subparagraphs (i) through (ix) of this Section 3.15(a) 2.20 has been previously delivered to Evergreen. (b) Each ALHC. Furthermore, each agreement, lease, license, mortgage, deed of trust, instrument, contract lease or other type of document required to be disclosed pursuant to Sections 3.11(a), 3.11(c) 2.13 or 3.15(a) 2.14 or this Section 2.20 to which Exousia Merger Subsidiary AUSA or any of the AUSA Subsidiaries is a party or by which Exousia Merger Subsidiary AUSA or any of the AUSA Subsidiaries or its respective properties or assets are bound (collectively, the “AUSA Contracts”), except for Contracts, those AUSA Contracts the loss of which has could reasonably be expected to not had, and is not reasonably likely to result in, have a Material Adverse Effect, is valid, binding and in full force and effect and is enforceable by Exousia Merger AUSA or AUSA Subsidiary in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium . Each of AUSA and other similar laws affecting creditors' rights generally and by general principles of equity. Exousia Merger Subsidiary the AUSA Subsidiaries is not (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of the Contracts (except for such breaches or defaults that individually or in the aggregate would not have a Material Adverse Effect on Exousia Merger Subsidiary)AUSA Contracts, and, to the best of Exousia Merger Subsidiary’s Knowledgethe knowledge of AUSA, no other party to any of the AUSA Contracts is (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of AUSA Contracts, where such breach or default could reasonably be expected to have a Material Adverse Effect. To the knowledge of AUSA, neither AUSA nor any of the AUSA Subsidiaries has received notice, written or oral, of or any threatened termination by any third party to any of AUSA Contracts or become aware of any intend of a third party to any AUSA Contracts not to renew or, if currently being rebid, re-award any of AUSA Contracts. None of Exousia Merger Subsidiary’ No existing or completed agreements that are material agreement to Exousia Merger Subsidiary’ business operations as they are currently conducted which AUSA or any of the AUSA Subsidiaries is a party is subject to renegotiation with any governmental body. (c) Other than as set forth in Schedule 3.15, no Contract to which Exousia Merger Subsidiary is a party or by which Exousia Merger Subsidiary or its assets is bound that is material to the business operations of Exousia Merger Subsidiary as they are currently conducted contains any provision establishing a penalty or liquidated damages for breach thereof.

Contracts, etc. (a) Set forth on Schedule 3.15 4.17 hereto is a complete and correct list of each of the following Contracts, government licenses and other instruments to which Exousia Merger Subsidiary Evergreen is a party or by which Exousia Merger Subsidiary Evergreen or its properties or assets are bound (reasonably expected to involve more than $25,000); (i) each service or other similar type of agreement under which services are provided by any other Person to Exousia Merger SubsidiaryEvergreen; (ii) each agreement that restricts the operation of the business of Exousia Merger Subsidiary Evergreen as presently conducted and each agreement that restricts the ability of Exousia Merger Subsidiary Evergreen to retain agents or distributors or to solicit customers or employees; (iii) each agreement with an Affiliated Person; (iv) each operating lease (as lessor, lessee, sublessor or sublessee) of any real property; (v) each operating lease (as lessor, lessee, sublessor or sublessee) of any tangible personal property or assets (except for leases calling for payment of less than $2,000 per year and having a term of less than one (1) year); (vi) each license (as licensor, licensee, sublicensor or sublicensee) of any patents, trademarks or other item of intellectual property described in Section 3.154.15; (vii) each agreement under which services are provided by Exousia Merger Subsidiary Evergreen to any material customer; (viii) each written agreement for the purchase of supplies or product which calls for performance by Exousia Merger Subsidiary Evergreen over a period of more than six (6) months or with respect to which there exists an aggregate future liability of Exousia Merger Subsidiary Evergreen in excess of $25,000; (ix) each agreement under which any money has been or may be borrowed or loaned or any note, bond, indenture, or other evidence of indebtedness has been issued or assumed (other than those under which there remain no ongoing obligations of Exousia Merger SubsidiaryEvergreen), and each guaranty of any evidence of indebtedness or other obligation, or of the net worth, of any Person (other than endorsements for the purpose of collection in the ordinary course of business) that would have a Material Adverse Effect on Exousia Merger SubsidiaryEvergreen; (x) each mortgage, deed of trust, security agreement, purchase money agreement, conditional sales contract or capital lease (other than any mortgage, purchase money agreement, conditional sales contract or capital lease evidencing Liens solely on tangible personal property or assets under which there exists an aggregate future liability of Exousia Merger Subsidiary Evergreen not in excess of $10,000 per mortgage, agreement, contract or lease); (xi) each partnership, joint venture or similar agreement; (xii) each agreement containing restrictions with respect to the payment of dividends or other distributions in respect of the Exousia Merger Subsidiary OwnershipEvergreen’s shareholder interests ; (xiii) each agreement to make unpaid capital expenditures in excess of $25,000; and (xiv) each other agreement having an indefinite term or a term of more than one (1) year (other than those that are terminable at will or upon not more than 30 days’ notice by Exousia Merger Subsidiary Evergreen without penalty) or requiring payments by Exousia Merger Subsidiary Evergreen of more than $10,000 per year. A complete and correct copy of each written agreement, lease, license, mortgage, deed of trust, instrument, contract or other type of document required to be disclosed pursuant to this Section 3.15(a4.17(a) has been delivered to EvergreenExousia Merger Subsidiary. (b) Each agreement, lease, license, mortgage, deed of trust, instrument, contract or other type of document Contract required to be disclosed pursuant to Sections 3.11(aSection 4.11(a), 3.11(c4.11(b) or 3.15(a4.17(a) to which Exousia Merger Subsidiary Evergreen is a party or by which Exousia Merger Subsidiary Evergreen or its respective properties or assets are bound (collectively, the “Contracts”)bound, except for Contracts, the loss of which has not had, and is not reasonably likely to result in, a Material Adverse Effect, is valid, binding and in full force and effect and is enforceable by Exousia Merger Subsidiary Evergreen in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar laws affecting creditors' rights generally and by general principles of equity. Exousia Merger Subsidiary Evergreen is not (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of the Contracts (except for such breaches or defaults that individually or in the aggregate would not have a Material Adverse Effect on Exousia Merger SubsidiaryEvergreen), and, to the best of Exousia Merger SubsidiaryEvergreen’s Knowledge, no other party to any of the Contracts is (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of the Contracts. None of Exousia Merger Subsidiary’ Evergreen’s existing or completed agreements that are material to Exousia Merger Subsidiary’ Evergreen’s business operations as they are currently conducted is subject to renegotiation with any governmental body. (c) Other than as set forth in Schedule 3.154.17, no Contract to which Exousia Merger Subsidiary Evergreen is a party or by which Exousia Merger Subsidiary Evergreen or its assets is bound that is material to the business operations of Exousia Merger Subsidiary Evergreen as they are currently conducted contains any provision establishing a penalty or liquidated damages for breach thereof.