Common use of Contracts; Indebtedness Clause in Contracts

Contracts; Indebtedness. (a) Except as set forth on Section 3.15(a) of the Parent Disclosure Schedule, the Parent Benefit Plans or as filed with the Commission, neither Parent nor any of its subsidiaries is a party to, and none of their respective properties or assets are bound by any contract which (i) is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Commission), (ii) has been entered into since December 29, 2006 and contains “earn-out” or other contingent payment obligations with remaining payment obligations in excess of $10,000,000, or (iii) has been entered into since December 29, 2006 and relates to the acquisition or sale of any business of the Parent either (A) for more than $50,000,000 or (B) that has not yet been consummated or in respect of which the Parent or any of its subsidiaries has any remaining material obligations. Each of the contracts of the type described in this Section 3.15(a), whether or not set forth on Section 3.15(a) of Parent Disclosure Schedule, is referred to in this Agreement as a “Parent Material Contract.” To the knowledge of senior management of Parent, neither Parent nor any of its subsidiaries is a party to any contract (i) pertaining to the acquisition of any business or asset by Parent or any of its subsidiaries that contains “earn-out” or other contingent payment obligations with remaining payment obligations in excess of $10,000,000 or (ii) containing covenants purporting to limit in any material respect the freedom of Parent or any of its subsidiaries or employees to compete in any line of business or sell, supply or distribute any service or products, in each case in one or more countries. 16 (b) Each Parent Material Contract is a valid, binding and enforceable obligation of Parent or its subsidiaries and, to Parent’s knowledge, of the other party or parties thereto, in accordance with its terms, and in full force and effect, and, upon consummation of the transactions contemplated by this Agreement shall be in full force and effect without penalty or other adverse consequence, except where the failure to be valid, binding, enforceable and in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect on Parent and to the extent as may be limited by applicable bankruptcy, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally or by general principles of equity. Parent has not received any written notice from any other party to any Parent Material Contract, and otherwise has no knowledge that such third party intends to terminate, or not renew any Parent Material Contract, or is seeking the renegotiation thereof in any material respect or substitute performance thereunder in any material respect. As of the date of this Agreement, true and correct copies of all Parent Material Contracts are either publicly filed with the Commission and available via EXXXX or Parent has made available to the Company true and correct copies of such contracts. Neither Parent nor any of its subsidiaries, and, to the knowledge of Parent, no other party thereto, is in violation of or in default under any Parent Material Contract (nor does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default thereunder by Parent or any of its subsidiaries or, to Parent’s knowledge, by any third party), except for violations or defaults that would not, individually or in the aggregate, have a Material Adverse Effect on Parent.

Contracts; Indebtedness. (a) Except as set forth on Section 3.15(a4.15(a) of the Parent Company Disclosure Schedule, the Parent Company Benefit Plans or as filed with the Commission, neither Parent the Company nor any of its subsidiaries is a party to, and none of their respective properties or assets are bound by any contract which (i) is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-S K of the Commission), (ii) has been entered into since December 29, 2006 and contains “earn-out” or other contingent payment obligations with remaining payment obligations in excess of $10,000,000, or (iii) has been entered into since December 29, 2006 and that relates to the acquisition or sale of any business of the Parent Company either (A) for more than $50,000,000 or (B) that has not yet been consummated or in respect of which the Parent Company or any of its subsidiaries has any remaining material obligations. Each of the contracts of the type described in this Section 3.15(a4.15(a), whether or not set forth on Section 3.15(a4.15(a) of Parent the Company Disclosure Schedule, is referred to in this Agreement as a “Parent Company Material Contract.” To the knowledge of senior management of Parentthe Company, neither Parent the Company nor any of its subsidiaries is a party to any contract (i) pertaining to the acquisition of any business or asset by Parent the Company or any of its subsidiaries that contains “earn-out” or other contingent payment obligations with remaining payment obligations in excess of $10,000,000 or (ii) containing covenants purporting to limit in any material respect the freedom of Parent the Company or any of its subsidiaries or employees to compete in any line of business or sell, supply or distribute any service or products, in each case in one or more countries. 16 (b) Each Parent Company Material Contract is a valid, binding and enforceable obligation of Parent the Company or its subsidiaries and, to Parentthe Company’s knowledge, of the other party or parties thereto, in accordance with its terms, and in full force and effect, and, upon consummation of the transactions contemplated by this Agreement shall be in full force and effect without penalty or other adverse consequence, except where the failure to be valid, binding, enforceable and in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect on Parent the Company and to the extent as may be limited by applicable bankruptcy, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally or by general principles of equity. Parent As of the date of this Agreement, the Company has not received any written notice from any other party to any Parent Company Material Contract, and otherwise has no knowledge that such third party intends to terminate, or not renew any Parent Company Material Contract, or is seeking the renegotiation thereof in any material respect or substitute performance thereunder in any material respect. As of the date of this Agreement, true and correct copies of all Parent Company Material Contracts are either publicly filed with the Commission and available via EXXXX XXXXX or Parent the Company has made available to the Company Parent true and correct copies of such contracts. Neither Parent the Company nor any of its subsidiaries, and, to the knowledge of Parentthe Company, no other party thereto, is in violation of or in default under any Parent Company Material Contract (nor does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default thereunder by Parent the Company or any of its subsidiaries or, to Parentthe Company’s knowledge, by any third party), except for violations or defaults that would not, individually or in the aggregate, have a Material Adverse Effect on Parentthe Company. (c) Except as set forth on Section 4.15(c) of the Company Disclosure Schedule, none of the Company and its subsidiaries is a party to any contract relating to a revenue producing project which is expected by senior management, as of the date of this Agreement, to result in a loss of more than $1,000,000 for the Company or any of its subsidiaries (or, after the Transaction, Parent or any of its subsidiaries).

Contracts; Indebtedness. (a) Except as set forth on Section 3.15(a) of the Parent Disclosure Schedule, the Parent Benefit Plans or as filed with the Commission, neither Parent nor any of its subsidiaries is a party to, and none of their respective properties or assets are bound by any contract which (i) is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Commission), (ii) has been entered into since December 29, 2006 and contains “earn-out” or other contingent payment obligations with remaining payment obligations in excess of $10,000,000, or (iii) has been entered into since December 29, 2006 and relates to the acquisition or sale of any business of the Parent either (A) for more than $50,000,000 or (B) that has not yet been consummated or in respect of which the Parent or any of its subsidiaries has any remaining material obligations. Each of the contracts of the type described in this Section 3.15(a), whether or not set forth on Section 3.15(a) of Parent Disclosure Schedule, is referred to in this Agreement as a “Parent Material Contract.” To the knowledge of senior management of Parent, neither Parent nor any of its subsidiaries is a party to any contract (i) pertaining to the acquisition of any business or asset by Parent or any of its subsidiaries that contains “earn-out” or other contingent payment obligations with remaining payment obligations in excess of $10,000,000 or (ii) containing covenants purporting to limit in any material respect the freedom of Parent or any of its subsidiaries or employees to compete in any line of business or sell, supply or distribute any service or products, in each case in one or more countries. 16. (b) Each Parent Material Contract is a valid, binding and enforceable obligation of Parent or its subsidiaries and, to Parent’s knowledge, of the other party or parties thereto, in accordance with its terms, and in full force and effect, and, upon consummation of the transactions contemplated by this Agreement shall be in full force and effect without penalty or other adverse consequence, except where the failure to be valid, binding, enforceable and in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect on Parent and to the extent as may be limited by applicable bankruptcy, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally or by general principles of equity. Parent has not received any written notice from any other party to any Parent Material Contract, and otherwise has no knowledge that such third party intends to terminate, or not renew any Parent Material Contract, or is seeking the renegotiation thereof in any material respect or substitute performance thereunder in any material respect. As of the date of this Agreement, true and correct copies of all Parent Material Contracts are either publicly filed with the Commission and available via EXXXX XXXXX or Parent has made available to the Company true and correct copies of such contracts. Neither Parent nor any of its subsidiaries, and, to the knowledge of Parent, no other party thereto, is in violation of or in default under any Parent Material Contract (nor does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default thereunder by Parent or any of its subsidiaries or, to Parent’s knowledge, by any third party), except for violations or defaults that would not, individually or in the aggregate, have a Material Adverse Effect on Parent.

Contracts; Indebtedness. (a) Except as set forth on Section 3.15(a4.15(a) of the Parent Company Disclosure Schedule, the Parent Company Benefit Plans or as filed with the Commission, neither Parent the Company nor any of its subsidiaries is a party to, and none of their respective properties or assets are bound by any contract which (i) is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-S K of the Commission), (ii) has been entered into since December 29, 2006 and contains “earn-out” or other contingent payment obligations with remaining payment obligations in excess of $10,000,000, or (iii) has been entered into since December 29, 2006 and that relates to the acquisition or sale of any business of the Parent Company either (A) for more than $50,000,000 or (B) that has not yet been consummated or in respect of which the Parent Company or any of its subsidiaries has any remaining material obligations. Each of the contracts of the type described in this Section 3.15(a4.15(a), whether or not set forth on Section 3.15(a4.15(a) of Parent the Company Disclosure Schedule, is referred to in this Agreement as a “Parent Company Material Contract.” To the knowledge of senior management of Parentthe Company, neither Parent the Company nor any of its subsidiaries is a party to any contract (i) pertaining to the acquisition of any business or asset by Parent the Company or any of its subsidiaries that contains “earn-out” or other contingent payment obligations with remaining payment obligations in excess of $10,000,000 or (ii) containing covenants purporting to limit in any material respect the freedom of Parent the Company or any of its subsidiaries or employees to compete in any line of business or sell, supply or distribute any service or products, in each case in one or more countries. 16 (b) Each Parent Company Material Contract is a valid, binding and enforceable obligation of Parent the Company or its subsidiaries and, to Parentthe Company’s knowledge, of the other party or parties thereto, in accordance with its terms, and in full force and effect, and, upon consummation of the transactions contemplated by this Agreement shall be in full force and effect without penalty or other adverse consequence, except where the failure to be valid, binding, enforceable and in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect on Parent the Company and to the extent as may be limited by applicable bankruptcy, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally or by general principles of equity. Parent As of the date of this Agreement, the Company has not received any written notice from any other party to any Parent Company Material Contract, and otherwise has no knowledge that such third party intends to terminate, or not renew any Parent Company Material Contract, or is seeking the renegotiation thereof in any material respect or substitute performance thereunder in any material respect. As of the date of this Agreement, true and correct copies of all Parent Company Material Contracts are either publicly filed with the Commission and available via EXXXX or Parent the Company has made available to the Company Parent true and correct copies of such contracts. Neither Parent the Company nor any of its subsidiaries, and, to the knowledge of Parentthe Company, no other party thereto, is in violation of or in default under any Parent Company Material Contract (nor does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default thereunder by Parent the Company or any of its subsidiaries or, to Parentthe Company’s knowledge, by any third party), except for violations or defaults that would not, individually or in the aggregate, have a Material Adverse Effect on Parentthe Company. (c) Except as set forth on Section 4.15(c) of the Company Disclosure Schedule, none of the Company and its subsidiaries is a party to any contract relating to a revenue producing project which is expected by senior management, as of the date of this Agreement, to result in a loss of more than $1,000,000 for the Company or any of its subsidiaries (or, after the Transaction, Parent or any of its subsidiaries).