Common use of Contracts, Leases, Agreements and Other Commitments Clause in Contracts

Contracts, Leases, Agreements and Other Commitments. (i) All of the Covalent Agreements (as hereinafter defined) are in full force and effect and are valid, binding and enforceable against Covalent or the Covalent Subsidiaries, as the case may be, and against the other respective parties thereto, in accordance with their respective terms. Covalent, the Covalent Subsidiaries and, to the knowledge of Covalent, all other parties to all of the Covalent Agreements have performed all obligations required to be performed to date under the Covalent Agreements and none of Covalent, the Covalent Subsidiaries or, to the knowledge of Covalent, any such other party is in default or in arrears under the terms thereof, and no condition exists or event has occurred which, with the giving of notice or lapse of time or both, would constitute a default by Covalent or the Covalent Subsidiaries thereunder or otherwise result in any payment obligations on the part of Covalent or the Covalent Subsidiaries not reserved for in the books of Covalent or the Covalent Subsidiaries. The execution of this Agreement and the consummation of the transactions contemplated hereby do not and will not, with or without the giving of notice, the lapse of time, or both, result in an impairment or termination of, or result in a breach of any of the terms or provisions of, or constitute a default under, or conflict with, any Covalent Agreement. Neither Covalent nor the Covalent Subsidiaries have received any written notice of any intention by any party to terminate or amend any Covalent Agreement. (ii) Covalent has made available to Remedium (a) all outstanding written and oral proposals, bids, offers or guaranties made by Covalent or any Covalent Subsidiary, which, if accepted, would result in any or could impose any debts, obligations or liabilities upon Covalent or any Covalent Subsidiary, and (b) unexpired warranties relating to Covalent’s and the Covalent Subsidiaries’ products or services, detailing the products or services covered by each warranty (the “Product Warranties”). (iii) For purposes of Subparagraph 6(m) the term “Covalent Agreements” means (A) any material written, oral or implied contract or agreement, including but not limited to any contract or agreement for the purchase or sale of merchandise or for the rendition of services, (B) any material written, oral or implied lease, or (C) any written, oral or implied power of attorney, guaranty, surety arrangement or other commitment granted by Covalent and/or any Covalent Subsidiary to or for the benefit of any third party. A “material” agreement, contract or lease shall mean an agreement, contract or lease pursuant to which Covalent or any Covalent Subsidiary is obligated to pay, or provide services valued at, or is entitled to receive, amounts in excess of $25,000 in any 12-month period. Any lease of real property shall be deemed a material lease. Covalent has made available to Remedium a complete list of all Covalent Agreements.

Contracts, Leases, Agreements and Other Commitments. (i) All of the Covalent Remedium Agreements (as hereinafter defined) are in full force and effect and are valid, binding and enforceable against Covalent Remedium or the Covalent Remedium Subsidiaries, as the case may be, and against the other respective parties thereto, in accordance with their respective terms. CovalentRemedium, the Covalent Remedium Subsidiaries and, to the knowledge of Covalentthe Stockholders, all other parties to all of the Covalent Remedium Agreements have performed all obligations required to be performed to date under the Covalent Remedium Agreements and none of CovalentRemedium, the Covalent Remedium Subsidiaries or, to the knowledge of Covalentthe Stockholders, any such other party is in default or in arrears under the terms thereof, and no condition exists or event has occurred which, with the giving of notice or lapse of time or both, would constitute a default by Covalent Remedium or the Covalent Remedium Subsidiaries thereunder or otherwise result in any payment obligations on the part of Covalent Remedium or the Covalent Remedium Subsidiaries not reserved for in the books of Covalent Remedium or the Covalent Remedium Subsidiaries. The Except as set forth on Schedule 5(l), the execution of this Agreement and the consummation of the transactions contemplated hereby do not and will not, with or without the giving of notice, the lapse of time, or both, result in an impairment or termination of, or result in a breach of any of the terms or provisions of, or constitute a default under, or conflict with, any Covalent Remedium Agreement. Neither Covalent Remedium nor the Covalent Remedium Subsidiaries have received any written notice of any intention by any party to terminate or amend any Covalent Remedium Agreement. (ii) Covalent Remedium has made available to Remedium Covalent (a) all outstanding written and oral proposals, bids, offers or guaranties made by Covalent Remedium or any Covalent Remedium Subsidiary, which, if accepted, would result in any or could impose any debts, obligations or liabilities upon Covalent Remedium or any Covalent Remedium Subsidiary, and (b) unexpired warranties relating to CovalentRemedium’s and the Covalent Remedium Subsidiaries’ products or services, detailing the products or services covered by each warranty (the “Product Warranties”). (iii) For purposes of Subparagraph 6(msubsection 5(l) the term “Covalent Remedium Agreements” means (A) any material written, oral or implied contract or agreement, including but not limited to any contract or agreement for the purchase or sale of merchandise or for the rendition of services, (B) any material written, oral or implied lease, or (C) any written, oral or implied power of attorney, guaranty, surety arrangement or other commitment granted by Covalent Remedium and/or any Covalent Remedium Subsidiary to or for the benefit of any third party. A “material” agreement, contract or lease shall mean an agreement, contract or lease pursuant to which Covalent Remedium or any Covalent Remedium Subsidiary is obligated to pay, or provide services valued at, or is entitled to receive, amounts in excess of $25,000 in any 12-month period. Any lease of real property shall be deemed a material lease. Covalent Remedium has made available to Remedium Covalent a complete list of all Covalent Remedium Agreements.

Contracts, Leases, Agreements and Other Commitments. (ia) All of the Covalent Company Agreements (as hereinafter defined) are in full force and effect and are valid, binding and enforceable against Covalent or the Covalent Company and/or the Company Subsidiaries, as the case may be, and against the other respective parties thereto, in accordance with their respective terms. CovalentThe Company, the Covalent Company Subsidiaries and, to the knowledge Knowledge of Covalentthe Company, all other parties to all of the Covalent Company Agreements have performed all material obligations required to be performed to date under the Covalent Company Agreements and none of Covalentthe Company, the Covalent Company Subsidiaries or, to the knowledge Knowledge of Covalentthe Company, any such other party is in material default or in arrears under the terms thereof, and no condition exists or event has occurred which, with the giving of notice or lapse of time or both, would constitute a default by Covalent the Company or the Covalent Company Subsidiaries thereunder or otherwise result in any payment obligations on the part of Covalent the Company or the Covalent Company Subsidiaries not reserved for in the books of Covalent the Company or the Covalent Company Subsidiaries. The Except as set forth on Schedule 6.14 of the Company Disclosure Schedules, the execution of this Agreement and the consummation of the transactions contemplated hereby do not and will not, with or without the giving of notice, the lapse of time, or both, result in an impairment or termination of, or result in a breach of any of the terms or provisions of, or constitute a default under, or conflict with, any Covalent Company Agreement. Neither Covalent the Company nor the Covalent Company Subsidiaries have received any written notice of any intention by any party to terminate or amend any Covalent Company Agreement. (iib) Covalent The Company has made available to Remedium the Authorized Representative (aA) all outstanding written and oral proposals, bids, offers or guaranties made by Covalent the Company or any Covalent Company Subsidiary, which, if accepted, would result in any or could impose any debts, obligations or liabilities upon Covalent the Company or any Covalent Company Subsidiary, and (bB) unexpired warranties relating to Covalentthe Company’s and the Covalent Company Subsidiaries’ products or services, detailing the products or services covered by each warranty (the “Product Warranties”). (iiic) For purposes of Subparagraph 6(m) this Section 6.14 the term the “Covalent Company Agreements” means (A) any material written, oral oral, implied, or implied contract proposed contract, agreement, or agreementarrangement to which the Company is a party, including but not limited to any contract or agreement for the purchase or sale of merchandise or for the rendition of services, (B) any material written, oral or implied lease, or (C) any written, oral or implied power of attorney, guaranty, surety arrangement or other commitment granted by Covalent the Company and/or any Covalent Company Subsidiary to or for the benefit of any third party. A “material” agreement, contract or lease shall mean an agreement, contract or lease pursuant to which Covalent the Company or any Covalent Company Subsidiary is obligated to pay, or provide services valued at, or is entitled to receive, amounts in excess of $25,000 in any 12-month period. Any lease of real property shall be deemed a material lease. Covalent has made available to Remedium a complete list of all Covalent Agreements.

Contracts, Leases, Agreements and Other Commitments. (i) All of the Covalent Agreements (as hereinafter defined) are in full force and effect and are valid, binding and enforceable against Covalent or the Covalent Subsidiaries, as the case may be, and against the other respective parties thereto, in accordance with their respective terms. Covalent, the Covalent Subsidiaries and, to the knowledge of Covalent, all other parties to all of the Covalent Agreements have performed all obligations required to be performed to date under the Covalent Agreements and none of Covalent, the Covalent Subsidiaries or, to the knowledge of Covalent, any such other party is in default or in arrears under the terms thereof, and no condition exists or event has occurred which, with the giving of notice or lapse of time or both, would constitute a default by Covalent or the Covalent Subsidiaries thereunder or otherwise result in any payment obligations on the part of Covalent or the Covalent Subsidiaries not reserved for in the books of Covalent or the Covalent Subsidiaries. The execution of this Agreement and the consummation of the transactions contemplated hereby do not and will not, with or without the giving of notice, the lapse of time, or both, result in an impairment or termination of, or result in a breach of any of the terms or provisions of, or constitute a default under, or conflict with, any Covalent Agreement. Neither Covalent nor the Covalent Subsidiaries have received any written notice of any intention by any party to terminate or amend any Covalent Agreement. (ii) Covalent has made available to Remedium (a) all outstanding written and oral proposals, bids, offers or guaranties made by Covalent or any Covalent Subsidiary, which, if accepted, would result in any or could impose any debts, obligations or liabilities upon Covalent or any Covalent Subsidiary, and (b) unexpired warranties relating to Covalent’s and the Covalent Subsidiaries’ products or services, detailing the products or services covered by each warranty (the “Product Warranties”). (iii) For purposes of Subparagraph subsection 6(m) the term “Covalent Agreements” means (A) any material written, oral or implied contract or agreement, including but not limited to any contract or agreement for the purchase or sale of merchandise or for the rendition of services, (B) any material written, oral or implied lease, or (C) any written, oral or implied power of attorney, guaranty, surety arrangement or other commitment granted by Covalent and/or any Covalent Subsidiary to or for the benefit of any third party. A “material” agreement, contract or lease shall mean an agreement, contract or lease pursuant to which Covalent or any Covalent Subsidiary is obligated to pay, or provide services valued at, or is entitled to receive, amounts in excess of $25,000 in any 12-month period. Any lease of real property shall be deemed a material lease. Covalent has made available to Remedium a complete list of all Covalent Agreements.

Contracts, Leases, Agreements and Other Commitments. (i) All of the Covalent Remedium Agreements (as hereinafter defined) are in full force and effect and are valid, binding and enforceable against Covalent Remedium or the Covalent Remedium Subsidiaries, as the case may be, and against the other respective parties thereto, in accordance with their respective terms. CovalentRemedium, the Covalent Remedium Subsidiaries and, to the knowledge of Covalentthe Stockholders, all other parties to all of the Covalent Remedium Agreements have performed all obligations required to be performed to date under the Covalent Remedium Agreements and none of CovalentRemedium, the Covalent Remedium Subsidiaries or, to the knowledge of Covalentthe Stockholders, any such other party is in default or in arrears under the terms thereof, and no condition exists or event has occurred which, with the giving of notice or lapse of time or both, would constitute a default by Covalent Remedium or the Covalent Remedium Subsidiaries thereunder or otherwise result in any payment obligations on the part of Covalent Remedium or the Covalent Remedium Subsidiaries not reserved for in the books of Covalent Remedium or the Covalent Remedium Subsidiaries. The Except as set forth on Schedule 5(l), the execution of this Agreement and the consummation of the transactions contemplated hereby do not and will not, with or without the giving of notice, the lapse of time, or both, result in an impairment or termination of, or result in a breach of any of the terms or provisions of, or constitute a default under, or conflict with, any Covalent Remedium Agreement. Neither Covalent Remedium nor the Covalent Remedium Subsidiaries have received any written notice of any intention by any party to terminate or amend any Covalent Remedium Agreement. (ii) Covalent Remedium has made available to Remedium Covalent (a) all outstanding written and oral proposals, bids, offers or guaranties made by Covalent Remedium or any Covalent Remedium Subsidiary, which, if accepted, would result in any or could impose any debts, obligations or liabilities upon Covalent Remedium or any Covalent Remedium Subsidiary, and (b) unexpired warranties relating to CovalentRemedium’s and the Covalent Remedium Subsidiaries’ products or services, detailing the products or services covered by each warranty (the “Product Warranties”). (iii) For purposes of Subparagraph 6(m5(l) the term “Covalent Remedium Agreements” means (A) any material written, oral or implied contract or agreement, including but not limited to any contract or agreement for the purchase or sale of merchandise or for the rendition of services, (B) any material written, oral or implied lease, or (C) any written, oral or implied power of attorney, guaranty, surety arrangement or other commitment granted by Covalent Remedium and/or any Covalent Remedium Subsidiary to or for the benefit of any third party. A “material” agreement, contract or lease shall mean an agreement, contract or lease pursuant to which Covalent Remedium or any Covalent Remedium Subsidiary is obligated to pay, or provide services valued at, or is entitled to receive, amounts in excess of $25,000 in any 12-month period. Any lease of real property shall be deemed a material lease. Covalent Remedium has made available to Remedium Covalent a complete list of all Covalent Remedium Agreements.