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

Contracts, Leases, Agreements and Other Commitments. (i) All of the Company Agreements (as hereinafter defined) are in full force and effect and are valid, binding and enforceable against the Corporation and against the other respective parties thereto, in accordance with their respective terms. The Corporation and all other parties to all of the Company Agreements have performed all obligations required to be performed to date under the Company Agreements and neither the Corporation nor 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 thereunder or otherwise result in any payment obligations on the part of the Corporation not reserved for in the books of the Corporation. Except as set forth in Schedule 4(o)(i), 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 Company Agreement. None of the terms or provisions of any Company Agreement adversely affects, or with the passage of time may reasonably be anticipated to adversely affect, the business, prospects, conditions, affairs or operations of the Corporation or any of its properties or assets. The Corporation has not received any notice of any intention by any party to terminate or amend any Company Agreement. (ii) Schedule 4(o)(ii) discloses (A) all outstanding written and oral proposals, bids, offers or guaranties made by the Corporation, which, if accepted, would result in any or could impose any debts, obligations or liabilities upon the Corporation, and (B) all unexpired warranties relating to the Corporation’s products or services, detailing the products or services covered by each warranty (the “Product Warranties”). (iii) For purposes of subsection 4(o) the term “Company 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 the Corporation 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 the Corporation is obligated to pay, or provide services valued at, or is entitled to receive, amounts in excess of $5,000. Any lease of real property shall be deemed a material lease. Schedule 4(o)(iii) contains a complete list of all Company Agreements. True and correct copies of all Company’s agreements have been provided to the Buyer.

Contracts, Leases, Agreements and Other Commitments. (i) All of the Acquired Company Agreements (as hereinafter defined) are in full force and effect and are valid, binding and enforceable against the Corporation and against the other respective parties thereto, thereto in accordance with their respective termsterms subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding at equity or at law), and except as enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to creditors’ rights. The Corporation Each of Seller, Acquired Company and each of the Project Entities (as applicable) and, to the knowledge of Seller, Acquired Company and each of the Project Entities, all other parties to all of the Acquired Company Agreements have performed all material obligations required to be performed to date under the Acquired Company Agreements and, to the knowledge of Seller and neither the Corporation nor any Acquired Company, no such other party is in default or in arrears under the terms thereof, and no . No condition exists or event has occurred which, with the giving of notice or lapse of time or both, would constitute a default thereunder by Seller, Acquired Company, or otherwise result in any payment obligations on the part of the Corporation not reserved for in Project Entities or, to the books knowledge of the CorporationSeller or Acquired Company, by any other party thereto. Except as set forth in Schedule 4(o)(i), the The execution and delivery by Seller of this Agreement and Agreement, the consummation of the transactions contemplated hereby provided for herein and therein and the fulfillment of the terms hereof and thereof 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 the breach of any of the terms or and provisions of, or constitute a default under, under or conflict with, or cause any acceleration of, any obligation of Seller or Acquired Company Agreement. None of the terms or provisions of any Company Agreement adversely affects, or with the passage of time may reasonably be anticipated to adversely affect, the business, prospects, conditions, affairs or operations of the Corporation or any of its properties or assets. The Corporation has not received the Project Entities under any notice of any intention by any party to terminate or amend any Acquired Company Agreement, in each case that would reasonably be expected to have a Material Adverse Effect. (ii) Schedule 4(o)(ii) discloses (A) all outstanding written and oral proposals, bids, offers or guaranties made by the Corporation, which, if accepted, would result in any or could impose any debts, obligations or liabilities upon the Corporation, and (B) all unexpired warranties relating to the Corporation’s products or services, detailing the products or services covered by each warranty (the “Product Warranties”). (iii) For purposes of subsection 4(o) the term “Company 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 the Corporation 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 the Corporation is obligated to pay, or provide services valued at, or is entitled to receive, amounts in excess of $5,000. Any lease of real property shall be deemed a material lease. Schedule 4(o)(iii) contains a complete list of all Company Agreements. True and correct copies of all Company’s agreements have been provided to the Buyer.

Contracts, Leases, Agreements and Other Commitments. (i) Seller is not a party to or bound by any written, oral or implied contract, agreement, lease, power of attorney, guaranty, surety arrangement, or other commitment including, but not limited, to any contract or agreement for the purchase or sale of merchandise or for the rendition of services, pursuant to which Seller is obligated to pay, or provide services valued at, or is entitled to receive, amounts in excess of $50,000, except for the agreements listed on Schedule 6(n) (the "Seller Agreements"). (ii) All of the Company Seller Agreements (as hereinafter defined) are in full force and effect and are valid, binding and enforceable against the Corporation and against the other respective parties thereto, thereto in accordance with their respective terms. The Corporation Seller and, to the knowledge of Seller and Stockholders, all other parties to all of the Company Seller Agreements have performed all obligations required to be performed to date under the Company Seller Agreements and neither Seller, nor to the Corporation nor knowledge of Seller and Stockholders, any such other party 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 thereunder or otherwise result in any payment obligations on the part of the Corporation not reserved for in the books of the Corporationthereunder. Except as set forth in Schedule 4(o)(i), the The execution of this Agreement and the consummation of the transactions herein 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 and conditions of, or constitute a default under, under or conflict withwith any Seller Agreement; provided, any Company Agreementhowever, that the Seller Agreements set forth in Schedule 6(n)-1 require the consent of third parties before such assignments can be made valid and binding. None of the terms or provisions of any Company Agreement of the Seller Agreements adversely affects, or with the passage of time may reasonably be anticipated to adversely affect, affects the business, prospects, conditions, affairs or operations of the Corporation Seller, or any of its properties or assets. The Corporation has not received any notice Neither Seller nor Stockholders are aware of any intention by any party to terminate or amend any Company Seller Agreement, or if Seller intends to request a renewal, of any intention to refuse to renew the same upon expiration of its term. (iiiii) Schedule 4(o)(ii6(n) discloses (Aa) all outstanding written and oral proposals, bids, offers or guaranties made by the CorporationSeller, which, if accepted, would result in any or could impose any debts, obligations or liabilities upon the CorporationSeller valued in excess of $100,000, and (Bb) all unexpired warranties relating to the Corporation’s Seller's products or services, detailing the products or services covered by each warranty (the “Product Warranties”)warranty. (iii) For purposes of subsection 4(o) the term “Company 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 the Corporation 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 the Corporation is obligated to pay, or provide services valued at, or is entitled to receive, amounts in excess of $5,000. Any lease of real property shall be deemed a material lease. Schedule 4(o)(iii) contains a complete list of all Company Agreements. True and correct copies of all Company’s agreements have been provided to the Buyer.