Common use of Contracts; No Default Clause in Contracts

Contracts; No Default. (a) Except as set forth in Schedule 3.14(a) of the Disclosure Schedule, and other than this Agreement and the Ancillary Agreements, no Company or Company Subsidiary is a party to or is bound by any Contract (excluding in each case policies of insurance, reinsurance or coinsurance treaties or agreements, including retrocessional agreements, and third party administrator contracts issued or entered into in the Ordinary Course of Business), nor is the Seller a party to or bound by any Contract relating to the Transferred Property or the Seller Intellectual Property or the Transferred Employees: (i) evidencing indebtedness for borrowed money in excess of $1,000,000 or pursuant to which any Company or any Company Subsidiary has guaranteed (including guarantees by way of acting as surety, co-signer, endorser, co-maker, indemnitor or otherwise) any obligation in excess of $1,000,000 of any other Person; (ii) (other than licenses under applicable insurance Laws) prohibiting or limiting the ability of any Company or any Company Subsidiary (A) to engage in any line of business, (B) to compete with, obtain products or services from, or provide services or products to, any other Person, or (C) to carry on or expand the nature or geographical scope of the Business anywhere in the world; (iii) with any stockholder (including Seller), director or officer of Seller or of any Company or any Company Subsidiary (or any of their respective family members or Related Persons or with any employee, agent, consultant, advisor, leased employee or representative for employment or for consulting or similar services or containing any severance or termination pay obligations other than such Contracts (A) which may be terminated upon no more than thirty (30) days' notice by, and in any case without penalty or cost to, any Company or any Company Subsidiary other than for services rendered or costs incurred through the date of termination, (B) with respect to such Contracts with employees, agents, advisors, leased employees or representatives, which provide for payments and benefits aggregating, in any one year, no more than $300,000 or (C) with respect to such Contracts with consultants, which provide for payments and benefits aggregating, over the life of the applicable Contract, no more than $500,000. (iv) pursuant to which it (A) leases from or to any other Person any tangible personal property or real property other than the Leased Real Property or (B) purchases or sells materials, supplies, equipment or services and which, in the case of clauses (A) and (B), calls for future payments in excess of $1,000,000 in any year and requires more than thirty (30) days' notice in order to terminate without payment by the relevant Company or Company Subsidiary of any material penalty; (v) which is a partnership agreement, joint venture agreement or other Contract (however named) involving a sharing of profits, losses, costs or Liabilities by any Company or any Company Subsidiary with any other Person; (vi) other than Contracts of the types set forth in any of subsections (i) through (v) above, involving a payment after the date hereof of an amount of money in excess of $1,000,000 and continuing (including mandatory renewals or extensions which do not require the consent of any Company or any Company Subsidiary) more than one year from its date and not made in the Ordinary Course of Business; (vii) relating to a mortgage, pledge, security agreement, deed of trust or other document granting a Lien, other than Permitted Exceptions, over any real or personal asset or property (including Company Investment Assets but not including Real Property, which is addressed in Section 3.13) owned by any Company or any Company Subsidiary, in each case securing indebtedness (or the deferred purchase price of property) in an amount in excess of $250,000; or (viii) other than Contracts of the types set forth in any of subsections (i) through (vii) above, that is material to the Companies and the Company Subsidiaries, taken as a whole. (b) Seller has delivered or made available to Buyer true, correct and complete copies of all of the Contracts set forth on Schedule 3.14(a) of the Disclosure Schedule. Except as set forth in Schedule 3.14(b) of the Disclosure Schedule and except for such circumstances that, individually or in the aggregate, have not had, do not have, and would not reasonably be expected to have a Material Adverse Effect on the Companies: (i) each of the Contracts listed in Schedule 3.14(a) of the Disclosure Schedule hereof is in full force and effect and is a valid and binding obligation of the applicable Company or Company Subsidiary; and (ii) neither any Company or Company Subsidiary party thereto, nor, to the knowledge of Seller and the Companies, any other party to such Contract, is in violation, breach or default of any such Contract. (c) Except as set forth in Schedule 3.14(c) of the Disclosure Schedule and other than the Ancillary Agreements, there are no Contracts between Seller or any Seller Party, on the one hand, and any of the Companies or Company Subsidiaries, on the other hand (each, an "Intercompany Agreement").

Contracts; No Default. (a) Except as set forth in Schedule 3.14(a4.14(a) of the Disclosure Schedule or otherwise in the Disclosure Schedule, and other than this Agreement and the Ancillary Agreements, no Company or Company Subsidiary is a party to or is bound by any Contract (excluding in each case policies of insurance, reinsurance or coinsurance treaties or agreements, including retrocessional agreements, and third party administrator contracts issued or entered into in the Ordinary Course of Business), nor is the Seller not a party to or bound by any Contract relating to the Transferred Property or the Seller Intellectual Property or the Transferred EmployeesContract: (i) evidencing indebtedness for borrowed money in excess of $1,000,000 25,000 or pursuant to which any the Company or any Company Subsidiary has guaranteed (including guarantees by way of acting as surety, co-signer, endorser, co-maker, indemnitor or otherwise) any obligation in excess of $1,000,000 25,000 of any other Person; (ii) (other than licenses under applicable insurance Laws) prohibiting or limiting the ability of any the Company or any Company Subsidiary (A) to engage in any line of business, (B) to compete with, obtain products or services from, or provide services or products to, any other Person, or (C) to carry on or expand the nature or geographical scope of the Business anywhere in the worldworld or (D) to disclose any confidential information in the possession of the Company that is material to the Company’s operations (and not otherwise generally available to the public); (iii) with holders of the Company Common Stock or Company Preferred Stock or any stockholder (including Seller), director or officer of Seller or of any the Company or any Company Subsidiary (or any of their respective family members or Related Persons Affiliates or with any employee, agent, consultant, advisor, leased employee or representative for employment or for consulting or similar services or containing any severance or termination pay obligations other than such Contracts (A) which may be terminated upon no more than thirty (30) days' ’ notice by, and in any case without penalty or cost to, any the Company or any Company Subsidiary other than for services rendered or costs incurred through the date of termination, termination or (B) with respect to such Contracts with employees, agents, advisors, leased employees or representatives, which provide for annual payments and benefits aggregating, in any one year, aggregating no more than $300,000 or (C) with respect to such Contracts with consultants, which provide for payments and benefits aggregating, over the life of the applicable Contract, no more than $500,000.25,000; (iv) with any Related Person; (v) pursuant to which it (A) leases from or to any other Person any tangible personal property or real property other than the Leased Real Property or (B) purchases or sells materials, supplies, equipment or services and which, in the case of clauses (A) and (B), calls for future payments in excess of $1,000,000 50,000 in any year and requires more than thirty (30) days' notice in order to terminate without payment by the relevant Company or Company Subsidiary of any material penaltyyear; (vvi) which is a partnership agreement, joint venture agreement or other Contract (however named) involving a sharing of profits, losses, costs or Liabilities by any the Company or any Company Subsidiary with any other Person; (vivii) other than Contracts providing for the acquisition or disposition after the date of this Agreement of any material portion of the types set forth in any Business or assets; (viii) providing for a power of subsections attorney on behalf of the Company; (iix) through (v) above, involving a payment after the date hereof of an amount of money in excess of $1,000,000 5,000 and continuing (including mandatory renewals or extensions which do not require the consent of any Company or any Company Subsidiarythe Company) more than one year from its date and not made in the Ordinary Course of Business; (viix) relating to a mortgage, pledge, security agreement, deed of trust or other document granting a LienLien over any asset or property owned by the Company; (xi) that contains or provides for an express undertaking by the Company to be responsible for consequential damages, other than Permitted Exceptions, over any real or personal asset or property (including Company Investment Assets but not including Real Property, which is addressed those entered in Section 3.13) owned by any Company or any Company Subsidiary, in each case securing indebtedness (or the deferred purchase price Ordinary Course of property) in an amount in excess of $250,000Business; or (viiixii) other than Contracts of the types set forth in any of subsections (i) through (vii) above, that which is material to the Companies and Company pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933 (as amended, the “Securities Act”). The Company Subsidiaries, taken as a whole. (b) Seller has delivered or made available to Buyer true, correct Parent a true and complete copies copy of all of the Contracts set forth on Schedule 3.14(a) of the Disclosure Schedule. Except as set forth each Contract identified or required to be identified in Schedule 3.14(b4.14(a) of the Disclosure Schedule and except for each such circumstances that, individually or in the aggregate, have not had, do not have, and would not reasonably be expected to have a Material Adverse Effect on the Companies: (i) each of the Contracts listed in Schedule 3.14(a) of the Disclosure Schedule hereof Contract is in full force and effect and is a valid and binding obligation of the applicable Company or Company Subsidiary; and (ii) neither any Company or Company Subsidiary party thereto, nor, to the knowledge of Seller and the Companies, any other party to such Contract, is enforceable in violation, breach or default of any such Contractaccordance with its terms. (cb) Except as set forth in Schedule 3.14(c4.14(b) of the Disclosure Schedule: (i) the Company is, and at all times since December 31, 2006 has been, in compliance with all material terms and requirements of each Contract identified or required to be identified in Schedule 4.14(a) of the Disclosure Schedule; (ii) to the Knowledge of the Company, each other Person that has or had any obligation or Liability under any Contract identified or required to be identified in Schedule 4.14(a) of the Disclosure Schedule and other than the Ancillary Agreements, there are no Contracts between Seller or any Seller Party, on the one handis, and at all times has been, in compliance with all material terms and requirements of each such Contract; (iii) no event has occurred or circumstance exists that could reasonably be expected to (with or without the giving of notice or the lapse of time or both) contravene, conflict with, or result in a violation or breach of, or give the Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract identified or required to be identified in Schedule 4.14(a) of the Companies Disclosure Schedule; and (iv) the Company has not given to or Company Subsidiariesreceived from any other Person, on at any time, any written notice or other written communication regarding any actual, threatened, alleged, possible, or potential violation or breach of, or default under, or cancellation of, any Contract identified or required to be identified in Schedule 4.14(a) of the other hand (each, an "Intercompany Agreement")Disclosure Schedule.

Contracts; No Default. (a) Except as set forth in Schedule 3.14(a) Section 3.14 of the Company Disclosure Schedule, Letter (as such Disclosure Letter shall be updated by the Company prior to Closing to reflect additions and other than deletions thereto between the date of this Agreement and Closing) sets forth all of the Ancillary Agreements, no following Contracts to which the Company or Company Subsidiary any of its Subsidiaries is a party or by or to which any of them or any of their properties are bound or subject: (i) each Contract with a current or former officer, director, shareholder, employee, consultant, agent or other representative or with an entity in which any of the foregoing is bound a controlling person which involves aggregate payments in excess of $100,000; (ii) Contracts with any labor union or association representing any Employee or Assigned Employee; (iii) Contracts with any Person that has sold, distributed or otherwise marketed the services of the Company and its Subsidiaries to clients representing individually or in the aggregate $5,000,000 or more of annualized gross annual payroll during the year ended December 31, 2004, (iv) Contracts with the Material Clients pursuant to which the Company or any of its Subsidiaries provides services of the Business to the Material Clients; (v) Contracts for the sale of property by any Contract (excluding the Company or its Subsidiaries for consideration in each case policies excess of insurance, reinsurance or coinsurance treaties or agreements, including retrocessional agreements, and third party administrator contracts issued or entered into $100,000 other than sales of property in the Ordinary Course of Business)Business or for the grant to any person of any option of preferential rights to purchase any assets or properties; (vi) partnership or joint venture agreements; (vii) Contracts under which the Company or any of its Subsidiaries agrees to indemnify any party for Tax Liabilities or to share Tax Liabilities of any Person; (viii) material Contracts which cannot be canceled by the Company or its Subsidiaries without liability, nor premium or penalty of more than $100,000 and on 90 days’ or more notice; (ix) Contracts for the purchase by the Company or its Subsidiaries of materials, supplies, goods, services, equipment or assets pursuant to which the Company or any of its Subsidiaries is the Seller a party obligated to or bound by any Contract relating to the Transferred Property or the Seller Intellectual Property or the Transferred Employees: (i) evidencing indebtedness for borrowed money pay in excess of $1,000,000 or pursuant to which 100,000 during any 12-month period; (x) Contracts containing covenants of the Company or any of its Subsidiaries not to compete in any line of business or with any Person in any geographical area or covenants of any other Person not to compete with the Company Subsidiary has guaranteed or any of its Subsidiaries in any line of business or in any geographical area; (xi) Contracts relating to the acquisition by the Company or any of its Subsidiaries of any operating business or the capital stock of any other Person; (xii) Contracts relating to the borrowing of money; (xiii) Contracts containing obligations or liabilities of any kind to Seller or its Affiliates (including guarantees by way an obligation to register any of acting as surety, co-signer, endorser, co-maker, indemnitor such securities under any federal or otherwisestate securities Laws); (xiv) options or rights of first refusal for the purchase or lease of any obligation property for an aggregate purchase price in excess of $1,000,000 100,000 or of any real property; (xv) management Contracts and other similar agreements with any Person; ; (iixvi) IP Licenses; (xvii) any other than licenses under applicable insurance LawsContracts (excluding Contracts with customers) prohibiting pursuant to the terms of which there is either a current or limiting future obligation or right of the ability of any Company or any Company Subsidiary (A) to engage in any line of business, (B) to compete with, obtain products or services from, or provide services or products to, any other Person, or (C) to carry on or expand the nature or geographical scope of the Business anywhere in the world; (iii) with any stockholder (including Seller), director or officer of Seller or of any Company or any Company Subsidiary (or any of their respective family members or Related Persons or with any employee, agent, consultant, advisor, leased employee or representative for employment or for consulting or similar services or containing any severance or termination pay obligations other than such Contracts (A) which may be terminated upon no more than thirty (30) days' notice by, and in any case without penalty or cost to, any Company or any Company Subsidiary other than for services rendered or costs incurred through the date of termination, (B) with respect Subsidiaries to such Contracts with employees, agents, advisors, leased employees or representatives, which provide for payments and benefits aggregating, in any one year, no more than $300,000 or (C) with respect to such Contracts with consultants, which provide for payments and benefits aggregating, over the life of the applicable Contract, no more than $500,000. (iv) pursuant to which it (A) leases from or to any other Person any tangible personal property or real property other than the Leased Real Property or (B) purchases or sells materials, supplies, equipment or services and which, in the case of clauses (A) and (B), calls for future make payments in excess of $1,000,000 in any year and requires more than thirty (30) days' notice in order to terminate without payment by the relevant Company 100,000 or Company Subsidiary of any material penalty; (v) which is a partnership agreement, joint venture agreement or other Contract (however named) involving a sharing of profits, losses, costs or Liabilities by any Company or any Company Subsidiary with any other Person; (vi) other than Contracts of the types set forth in any of subsections (i) through (v) above, involving a payment after the date hereof of an amount of money receive payments in excess of $1,000,000 100,000. Section 3.14 of the Company Disclosure Letter (as such Disclosure Letter shall be updated by the Company prior to Closing to reflect additions and continuing (including mandatory renewals or extensions deletions thereto between the date of this Agreement and the Closing) also lists and describes the status of all Contracts currently in negotiation of a type which do not require if entered into by the consent of any Company or any Company Subsidiary) more than one year from of its Subsidiaries after the date and not made in of this Agreement, as the Ordinary Course of Business; (vii) relating case may be, would be required to a mortgage, pledge, security agreement, deed of trust or other document granting a Lien, other than Permitted Exceptions, over any real or personal asset or property (including Company Investment Assets but not including Real Property, which is addressed in be listed on Section 3.13) owned by any Company or any Company Subsidiary, in each case securing indebtedness (or the deferred purchase price of property) in an amount in excess of $250,000; or (viii) other than Contracts 3.14 of the types set forth in any of subsections Company Disclosure Letter (i) through (vii) above, that is material to the Companies and the Company Subsidiaries, taken as a whole“Proposed Contracts”). (b) Seller has There have been delivered or made available to Buyer true, correct true and complete copies of (i) all of the Contracts set forth on Schedule 3.14(aSection 3.14 of the Company Disclosure Letter and (ii) the most recent draft, letter of intent or term sheet (or if none exist, a reasonably detailed written summary) embodying the material terms of all of the Proposed Contracts set forth on Section 3.14 of the Company Disclosure Letter. All of the Contracts referred to in clause (i) of the Disclosure Schedule. Except as set forth in Schedule 3.14(b) of the Disclosure Schedule and except for such circumstances that, individually or in the aggregate, have not had, do not have, and would not reasonably be expected to have a Material Adverse Effect on the Companies: (i) each of the Contracts listed in Schedule 3.14(a) of the Disclosure Schedule hereof is in full force and effect and is a preceding sentence are valid and binding obligation upon the Company or one of its Subsidiaries, as the case may be, in accordance with their terms. Neither the Company nor any of its Subsidiaries is in default in any material respect under any of such Contracts, nor does any condition exist that with notice or lapse of time or both would constitute such a material default thereunder by the Company or its Subsidiaries. To the knowledge of the applicable Company or Company Subsidiary; and (ii) neither Company, no other party to any Company or Company Subsidiary party thereto, such Contract is in default thereunder in any material respect nor, to the knowledge of Seller and the CompaniesCompany, does any other party to condition exist that with notice or lapse of time or both would constitute such Contract, is in violation, breach or a material default of any such Contractthereunder. (c) Except as set forth in Schedule 3.14(c) of the Disclosure Schedule and other than the Ancillary Agreements, there are no Contracts between Seller or any Seller Party, on the one hand, and any of the Companies or Company Subsidiaries, on the other hand (each, an "Intercompany Agreement").

Contracts; No Default. (a) Except as set forth in Schedule 3.14(a) For the purposes of this Agreement, each of the Disclosure Schedulefollowing shall be deemed to constitute a “Material Contract” (whether written or oral): (i) Contracts requiring annual expenditures by or liabilities of any party thereto in excess of $120,000 which have a remaining term in excess of thirty (30) days and are not terminable (without material penalty, cost or other liability) within thirty (30) days; (ii) any Contract that is required by the rules and regulations of the SEC to be filed as an exhibit to the CHC SEC Documents; (iii) any Contract: (1) relating to the employment of any employee or retention of any consultant or independent contractor that requires payments of base salary or amounts in excess of $100,000 on an annual basis to any Person, (2) the terms of which obligate or may in the future obligate CHC or any of its Subsidiaries to make any severance, termination or similar payment to any current employee relating to a period of 12 months or more following termination of employment or resulting from the consummation of the Contemplated Transactions; or (C) pursuant to which CHC or any of its Subsidiaries is obligated to make any bonus payment (other than this Agreement and the Ancillary Agreements, no Company payments constituting sales commissions or Company Subsidiary is a party sales-related bonuses) in excess of $100,000 to any current or is bound by any Contract former employee or director; (excluding in each case policies of insurance, reinsurance or coinsurance treaties or agreements, including retrocessional agreements, and third party administrator contracts issued or entered into in the Ordinary Course of Business), nor is the Seller a party to or bound by iv) any Contract relating to the Transferred Property acquisition, transfer, development or the Seller sharing of any material Intellectual Property or the Transferred Employees: (i) evidencing indebtedness except for borrowed money in excess of $1,000,000 or any Contract pursuant to which any Company or any Company Subsidiary has guaranteed (including guarantees by way of acting as surety, co-signer, endorser, co-maker, indemnitor or otherwise) any obligation in excess of $1,000,000 of any other Person; (ii) (other than licenses under applicable insurance Laws) prohibiting or limiting the ability of any Company or any Company Subsidiary (A) any material Intellectual Property is licensed to engage in any line of business, (B) to compete with, obtain products or services from, or provide services or products to, any other Person, or (C) to carry on or expand the nature or geographical scope of the Business anywhere in the world; (iii) with any stockholder (including Seller), director or officer of Seller or of any Company or any Company Subsidiary (CHC or any of their respective family members or Related Persons or with its Subsidiaries under any employeethird party software license generally available to the public, agent, consultant, advisor, leased employee or representative for employment or for consulting or similar services or containing any severance or termination pay obligations other than such Contracts (A) which may be terminated upon no more than thirty (30) days' notice by, and in any case without penalty or cost to, any Company or any Company Subsidiary other than for services rendered or costs incurred through the date of termination, (B) with respect to such Contracts with employees, agents, advisors, leased employees or representatives, which provide for payments and benefits aggregating, in any one year, no more than $300,000 or (C) with respect to such Contracts with consultants, which provide for payments and benefits aggregating, over the life of the applicable Contract, no more than $500,000. (iv) pursuant to which it (A) leases from or to any other Person any tangible personal property or real property other than the Leased Real Property or (B) purchases or sells materials, supplies, equipment or services and which, in the case of clauses (A) and (B), calls for future payments in excess of $1,000,000 in any year and requires more than thirty (30) days' notice in order to terminate without payment by the relevant Company or Company Subsidiary of any material penaltyIntellectual Property is licensed by CHC or any of its Subsidiaries to any Person on a non-exclusive basis); (v) any Contract which is a partnership agreementprovides for indemnification of any officer, director or employee; (vi) any Contract that materially limits the ability of CHC or any if its Subsidiaries to compete in any currently contemplated line of business with any Person in any geographic area for any period of time; (vii) any joint venture agreement Contracts, partnership arrangements or other Contract (however named) agreements outside the Ordinary Course of Business involving a sharing of profits, losses, costs or Liabilities of liabilities of any Person by any Company CHC or any Company Subsidiary with of its Subsidiaries; and (viii) any Contract entered into by CHC or any of its Subsidiaries and any other Person providing for the acquisition by CHC or any of its Subsidiaries (including by merger, consolidation, acquisition of stock or assets or any other business combination) of any material amount of assets of such other Person;. (vib) Except as would not reasonably be expected to result in a Material Adverse Effect on CHC, each Material Contract is valid and in full force and effect, and is enforceable by CHC or its Subsidiaries and to the Knowledge of CHC, each other than Contracts party thereto, in accordance with its terms. (c) To the Knowledge of CHC, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) would reasonably be expected to: (i) result in a violation or breach of any provision of any Material Contract; (ii) give any Person the types set forth right to declare a default or exercise any remedy under any Material Contract; (iii) give any Person the right to receive or require a rebate, chargeback, penalty or change in delivery schedule under any Material Contract; (iv) give any Person the right to accelerate the maturity or performance of subsections any Material Contract; or (v) give any Person the right to cancel, terminate or modify any Material Contract, in each case of clauses (i) through (v) above, involving except as would not result in a payment after the date hereof of an amount of money in excess of $1,000,000 and continuing (including mandatory renewals or extensions which do not require the consent of any Company or any Company Subsidiary) more than one year from its date and not made in the Ordinary Course of Business; (vii) relating to a mortgage, pledge, security agreement, deed of trust or other document granting a Lien, other than Permitted Exceptions, over any real or personal asset or property (including Company Investment Assets but not including Real Property, which is addressed in Section 3.13) owned by any Company or any Company Subsidiary, in each case securing indebtedness (or the deferred purchase price of property) in an amount in excess of $250,000; or (viii) other than Contracts of the types set forth in any of subsections (i) through (vii) above, that is material to the Companies and the Company Subsidiaries, taken as a wholeMaterial Adverse Effect on CHC. (bd) Seller has delivered or made available to Buyer true, correct and complete copies of all of the Contracts set forth on Schedule 3.14(a) of the Disclosure Schedule. Except as set forth in Schedule 3.14(bSection 3.16(d) of the Disclosure Schedule and except for such circumstances that, individually or in the aggregate, have not had, do not have, and would not reasonably be expected to have a lists all Material Adverse Effect on the Companies: (i) each Contracts as of the Contracts listed in Schedule 3.14(a) date of the Disclosure Schedule hereof is in full force this Agreement. CHC has made available to Purchaser true and effect correct copies of each Material Contract (including all amendments thereto and is a valid modifications and binding obligation of the applicable Company or Company Subsidiary; and (ii) neither any Company or Company Subsidiary party thereto, nor, to the knowledge of Seller and the Companies, any other party to such Contract, is in violation, breach or default of any such Contract. (c) Except as set forth in Schedule 3.14(c) of the Disclosure Schedule and other than the Ancillary Agreements, there are no Contracts between Seller or any Seller Party, on the one hand, and any of the Companies or Company Subsidiaries, on the other hand (each, an "Intercompany Agreement"waivers thereunder).

Contracts; No Default. (a) Except as set forth in Schedule 3.14(a) 5.11 contains an accurate and complete list, and Seller has made available to Purchaser accurate and complete copies, of each of the Disclosure Schedule, and other than this Agreement and the Ancillary Agreements, no Company or Company Subsidiary following Contracts to which Seller is a party (such Contracts, the “Material Contracts”): (i) any Contract that involves performance of services or sale or delivery of goods or products by, for or to Seller, or any continuing sales or purchase Contract or group purchasing Contract, of an amount or value in excess of $100,000; (ii) any trust indenture, mortgage, promissory note, loan agreement or other Contract for the borrowing of money in an amount in excess of $100,000; (iii) any Contract for capital expenditures in excess of $100,000 in the aggregate; (iv) any Contract that requires Seller to maintain the confidentiality of any proprietary information of any third party, other than any contracts, terms of use and the like for “off the shelf” software, software, websites or databases that Seller is deemed to have accepted or agreed to by accessing or using such software, websites and databases; (v) any Contract pursuant to which Seller is a lessor of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property involving the payment of more than $100,000 over the remaining life of the contract; (vi) any Contract requiring payment by Seller for the purchase or lease of any real estate, machinery, equipment or other capital assets in an amount in excess of $100,000; (vii) any Real Property Lease; (viii) any license, development or other Contract relating to any of the Seller Intellectual Property, other than “off the shelf” software; (ix) any (A) employment agreement, (B) consulting agreement or (C) other agreement providing for severance payments or other additional rights or benefits (whether or not optional) in the event of the sale or other change in control of Seller; (x) any Contract with any current or former officer, manager, employee or consultant of Seller or any present or former member of Seller or any Affiliate of Seller; (xi) any consulting, research or co-development Contract relating to any product or Intellectual Property; (xii) any “Transmitter Agreement,” “Program Agreement” or similar Contract with any Person, and any other Contract relating to the provision of tax refund transfers, tax refund anticipation loans, tax preparation fee collection programs or income tax related products, in each case, that provides for annual payments to or is bound by Seller in excess of $250,000, excluding any Contract agreement with taxpayers and EROs; (excluding in each case policies of insurance, reinsurance or coinsurance treaties or agreements, including retrocessional agreements, and third party administrator contracts issued or entered into in the Ordinary Course of Business), nor is the Seller a party to or bound by xiii) any Contract relating to the Transferred Property or the Seller Intellectual Property or the Transferred Employees: (i) evidencing indebtedness for borrowed money in excess of $1,000,000 or pursuant to which any Company or any Company Subsidiary has guaranteed (including guarantees by way of acting as surety, co-signer, endorser, co-maker, indemnitor or otherwise) any obligation in excess of $1,000,000 settlement of any other PersonLegal Proceeding involving amounts greater than $100,000; (iixiv) (other than licenses under applicable insurance Laws) prohibiting any non-competition, non-solicitation, assignment of inventions or limiting the ability of similar agreement between Seller and any Company or any Company Subsidiary (A) to engage in any line of business, (B) to compete with, obtain products or services fromemployee of, or provide services or products consultant to, any other Person, or (C) to carry on or expand the nature or geographical scope of the Business anywhere in the worldSeller; (iiixv) with any stockholder (including Seller), director or officer of Seller or of any Company or any Company Subsidiary (or any of their respective family members or Related Persons or with any employee, agent, consultant, advisor, leased employee or representative for employment or for consulting or similar services or containing any severance or termination pay obligations other than such Contracts (A) which may be terminated upon no more than thirty (30) days' notice by, and in any case without penalty or cost to, any Company or any Company Subsidiary other than for services rendered or costs incurred through the date of termination, (B) with respect to such Contracts with employees, agents, advisors, leased employees or representatives, which provide for payments and benefits aggregating, in any one year, no more than $300,000 or (C) with respect to such Contracts with consultants, which provide for payments and benefits aggregating, over the life of the applicable Contract, no more than $500,000. (iv) pursuant to which it (A) leases from or to any other Person any tangible personal property or real property other than the Leased Real Property or (B) purchases or sells materials, supplies, equipment or services and which, in the case of clauses (A) and (B), calls for future payments in excess of $1,000,000 in any year and requires more than thirty (30) days' notice in order to terminate without payment by the relevant Company or Company Subsidiary of any material penalty; (v) which is a partnership agreement, joint venture agreement or other Contract (however named) involving a sharing of profits, losses, costs or Liabilities by any Company or any Company Subsidiary with any other Person; (vi) other than Contracts of the types set forth in any of subsections (i) through (v) above, involving a payment after the date hereof of an amount of money in excess of $1,000,000 and continuing (including mandatory renewals or extensions which do that was not require the consent of any Company or any Company Subsidiary) more than one year from its date and not made entered into in the Ordinary Course of Business; (viixvi) relating each Contract with a Governmental Body, and each Contract pursuant to which Seller provides, directly or indirectly, goods or services to a mortgage, pledge, security agreement, deed of trust or other document granting a Lien, other than Permitted Exceptions, over any real or personal asset or property (including Company Investment Assets but not including Real Property, which is addressed in Section 3.13) owned by any Company or any Company Subsidiary, in each case securing indebtedness (or the deferred purchase price of property) in an amount in excess of $250,000Governmental Body; orand (viiixvii) any other than Contracts of the types set forth in any of subsections (i) through (vii) above, that is Contract material to the Companies and Business or the Company Subsidiaries, taken as a wholePurchased Assets not set forth above. (b) Seller has delivered or made available to Buyer true, correct and complete copies of all of the Contracts Except as set forth on Schedule 3.14(a) of the Disclosure Schedule. Except as set forth 5.11, neither Seller nor, to Seller’s actual knowledge, any other party to any Material Contract, is in Schedule 3.14(b) of the Disclosure Schedule default under any Material Contract and except for such no event has occurred, and no circumstances exist, that, individually with the passing of time or the giving of notice or both, would contravene, conflict with or result in the aggregate, have not had, do not have, and would not reasonably be expected to have a breach of any such Material Adverse Effect on the Companies: (i) each of the Contracts listed in Schedule 3.14(a) of the Disclosure Schedule hereof is Contract. Each Material Contract remains in full force and effect and is a the legal, valid and binding enforceable obligation of Seller and, to Seller’s Knowledge, the applicable Company or Company Subsidiary; and (ii) neither any Company or Company Subsidiary party other parties thereto, norenforceable against each of them in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to the knowledge enforcement of Seller creditors’ rights and by general equitable principles. Subject to the Companiesreceipt of those Consents set forth on Schedule 5.5(b), any upon the consummation of the transactions contemplated by this Agreement, each Material Contract that is material to the operation of the Business shall continue in full force and effect without penalty or other party adverse consequence, except as limited by bankruptcy, insolvency or other laws of general application relating to such Contract, is in violation, breach or default the enforcement of any such Contract. (c) creditors’ rights and by general equitable principles. Except as set forth in on Schedule 3.14(c) 5.11, no party to any Material Contract has exercised any termination rights with respect thereto and no party has given written notice to Seller of the Disclosure Schedule and other than the Ancillary Agreements, there are no Contracts between Seller or any Seller Party, on the one hand, and significant dispute with respect to any of the Companies or Company Subsidiaries, on the other hand (each, an "Intercompany Agreement")Material Contract.

Contracts; No Default. (ai) Except as set forth in Schedule 3.14(aSection 2.1(l)(i) of the Seller's Disclosure Schedule, the Company and other than this Agreement and the Ancillary Agreements, no Company or Company each Subsidiary is not a party to or is bound by any Contract (excluding in each case policies of insurance, reinsurance or coinsurance treaties or agreements, including retrocessional agreements, and third party administrator contracts insurance issued or entered into in the Ordinary Course ordinary course of Business), nor is the Seller a party to or bound by any Contract relating to the Transferred Property or the Seller Intellectual Property or the Transferred Employees:business): (iA) evidencing indebtedness for borrowed money in excess of $1,000,000 25,000 or pursuant to which any the Company or any Company Subsidiary has guaranteed (including guarantees by way of acting as surety, co-signer, endorser, co-maker, indemnitor or otherwise) any obligation in excess of $1,000,000 25,000 of any other Person; (ii) (other than licenses under applicable insurance LawsB) prohibiting or limiting the ability of any the Company or any Company Subsidiary (A) to engage in any line of business, (B) to compete with, obtain products or services from, or provide services or products to, any other Person, Person or (C) to carry on or expand the nature or geographical scope of the Business anywhere in the world; (iiiC) regarding any employment, severance, termination, agency, brokerage, consultation or representation Contract or similarly binding arrangement of any type (including, without limitation, loans or advances) with any stockholder (including current or former stockholder, executive, officer or director of Sierra, the Seller), director or officer of Seller or of any the Company or any Company Subsidiary (or any of their respective family members or Related Persons Affiliates), or with any employee, consultant, representative, managing general agent, consultantagent, advisorreinsurance intermediary, leased employee claims adjuster or representative for employment administrator or for consulting broker of the Company or similar services or containing any severance or termination pay obligations Subsidiary other than such Contracts (A) as to which Sierra or the Seller shall assume all obligations, (B) agency contracts entered into in the ordinary course of business, (C) which may be terminated upon no more than thirty (30) days' notice by, and in any case without penalty or cost to, any the Company or any Company Subsidiary other than for services rendered or costs incurred through the date of termination, termination or (BD) with respect to such Contracts with employees, agents, advisors, leased employees or representatives, which provide for annual payments and benefits aggregating, in any one year, aggregating no more than $300,000 or 25,000; (CD) with respect to such Contracts with consultants, which provide for payments and benefits aggregating, over the life of the applicable Contract, no more than $500,000.any Affiliate; (ivE) pursuant to which it (A) leases from or to any other Person any tangible personal property or real property other than the Leased Real Property or (B) purchases or sells materials, supplies, equipment or services and which, in the case of clauses (A) and (B), calls for future payments in excess of $1,000,000 25,000 in any year and requires more than thirty (30) days' notice in order to terminate without payment by the relevant Company or Company Subsidiary of any material penaltyyear; (vF) which is a partnership agreement, joint venture agreement or other Contract (however named) involving a sharing of profits, losses, costs or Liabilities liabilities by any the Company or any Company Subsidiary with any other Person; (viG) providing for the acquisition or disposition after the date of this Agreement of any portion of the Business or assets (including Company Investment Assets) of the Company or any Subsidiary other than Contracts in the ordinary course of business; (H) providing for a power of attorney on behalf of the types set forth Company or any Subsidiary other than in any the ordinary course of subsections business; (iI) through (v) above, involving a payment after the date hereof of an amount of money in excess of $1,000,000 25,000 and continuing (including mandatory renewals or extensions which do not require the consent of any the Company or any Company Subsidiary) more than one year from its date and not made in the Ordinary Course ordinary course of Businessbusiness; (viiJ) relating to a mortgage, pledge, security agreement, deed of trust or other document granting a Lien, other than Permitted Exceptions, Lien over any real or personal asset or property (including Company Investment Assets but not including Real Property, which is addressed in Section 3.13Assets) owned by any the Company or any Subsidiary; (K) that contains or provides for an express undertaking by the Company Subsidiaryor any Subsidiary to be responsible for consequential damages, other than those entered in each case securing indebtedness (or the deferred purchase price ordinary course of property) in an amount in excess of $250,000business; or (viiiL) other that guarantee over a period of greater than Contracts twelve (12) months the rates charged by the Company or any of the types set forth in Subsidiaries to any of subsections (i) through (vii) above, that is material to the Companies and the Company Subsidiaries, taken as a whole. (b) customer; The Seller has delivered or made available to Buyer true, correct the Purchaser a true and complete copies copy of all of the Contracts set forth on Schedule 3.14(aeach Contract identified or required to be identified in Section 2.1(l)(i) of the Disclosure Schedule. Except as set forth in Schedule 3.14(b) of the Seller's Disclosure Schedule and except for each such circumstances that, individually or in the aggregate, have not had, do not have, and would not reasonably be expected to have a Material Adverse Effect on the Companies: (i) each of the Contracts listed in Schedule 3.14(a) of the Disclosure Schedule hereof Contract is in full force and effect and is a valid and binding obligation of the applicable Company or Company Subsidiary; andenforceable in accordance with its terms. (ii) neither any Company or Company Subsidiary party thereto, nor, to the knowledge of Seller and the Companies, any other party to such Contract, is in violation, breach or default of any such Contract. (c) Except as set forth in Schedule 3.14(cSection 2.1(l)(ii) of the Seller's Disclosure Schedule: (A) the Company and each Subsidiary is, and at all times since June 30, 2003 has been, in material compliance with all applicable terms and requirements of each Contract identified or required to be identified in Section 2.1(l)(i) of the Seller's Disclosure Schedule; (B) to the knowledge of Sierra, the Company and the Subsidiaries, each other Person that has or had any obligation or liability under any Contract identified or required to be identified in Section 2.1(l)(i) of the Seller's Disclosure Schedule is, and other than at all times since June 30, 2003 has been, in material compliance with all applicable terms and requirements of each such Contract; (C) to the Ancillary Agreementsknowledge of Sierra, there are the Company and the Subsidiaries, no Contracts between Seller event has occurred or circumstance exists that has or could reasonably be expected to (with or without the giving of notice or the lapse of time or both) contravene, conflict with, or result in a material violation or material breach of, or give the Company or any Seller PartySubsidiary or other Person the right to declare a default or exercise any remedy under, on or to accelerate the one handmaturity or performance of, and or to cancel, terminate, or modify, any Contract identified or required to be identified in Section 2.1(l)(i) of the Companies Seller's Disclosure Schedule; and (D) the Company and each Subsidiary has not given to or Company Subsidiariesreceived from any other Person, on at any time since June 30, 2003 any written notice or other written communication regarding any actual, threatened, alleged, possible, or potential material violation or material breach of, or material default under, or cancellation of, any Contract identified or required to be identified in Section 2.1(l)(i) of the other hand (each, an "Intercompany Agreement")Seller's Disclosure Schedule.

Contracts; No Default. (a) Except Schedule 3.14 of the Disclosure Schedule contains a list of all of the following Contracts relating to the Company as set forth of the date of this Agreement: (i) each Contract for the purchase of materials or personal property with any supplier or for the furnishing of services to the Company under the terms of which the Company is obligated to pay or otherwise give annual consideration of more than $500,000; (ii) each Contract for the sale of personal property by the Company that is reasonably likely to involve annual consideration of more than $500,000; (iii) all Contracts that limit or purport to limit the ability of the Company in any material respect to compete in any line of business or with any Person or in any geographic area or during any period of time, or otherwise materially restrict the conduct of the Company or the use of the assets of the Company as presently conducted and used (other than leases for personal property or software licenses); (iv) all Contracts that will continue after the Closing of the transactions contemplated hereunder between or among Seller or any of its Affiliates (other than the Company), on the one hand, and the Company, on the other hand; (v) any material Contract that requires the Company to conduct business exclusively with one or more Persons in any particular geographic area or with respect to any particular product or service; (vi) other than as disclosed on Schedule 3.14(a3.10(a) of the Disclosure Schedule, any Contract presently in effect between the Company and any current or former officer, manager, consultant or other than this Agreement and employee (or group thereof) retained or employed by the Ancillary Agreements, no Company; (vii) any material partnership or joint venture Contracts to which the Company or Company Subsidiary is a party to party; (viii) any bonds or is bound by agreements of guarantee or indemnification in which the Company acts as surety, guarantor or indemnitor; (ix) any nondisclosure, confidentiality or standstill Contract with any Person (excluding in each case policies of insurance, reinsurance nondisclosure or coinsurance treaties or agreements, including retrocessional agreements, and third party administrator contracts issued or confidentiality agreements with any Person entered into in the Ordinary Course of Business), nor ) to which the Company is the Seller a party to or bound by any Contract relating to the Transferred Property or the Seller Intellectual Property or the Transferred Employees:party; and (ix) evidencing indebtedness for borrowed money in excess of $1,000,000 or pursuant to which any Company or any Company Subsidiary has guaranteed (including guarantees by way of acting as surety, co-signer, endorser, co-maker, indemnitor or otherwise) any obligation in excess of $1,000,000 of any other Person; (ii) (other than licenses under applicable insurance Laws) prohibiting or limiting the ability of any Company or any Company Subsidiary (A) to engage in any line of business, (B) to compete with, obtain products or services from, or provide services or products to, any other Person, or (C) to carry on or expand the nature or geographical scope of the Business anywhere in the world; (iii) with any stockholder (including Seller), director or officer of Seller or of any Company or any Company Subsidiary (or any of their respective family members or Related Persons or with any employee, agent, consultant, advisor, leased employee or representative for employment or for consulting or similar services or containing any severance or termination pay obligations other than such Contracts (A) which may be terminated upon no more than thirty (30) days' notice by, and in any case without penalty or cost to, any Company or any Company Subsidiary other than for services rendered or costs incurred through the date of termination, (B) with respect to such Contracts with employees, agents, advisors, leased employees or representatives, which provide for payments and benefits aggregating, in any one year, no more than $300,000 or (C) with respect to such Contracts with consultants, which provide for payments and benefits aggregating, over the life of the applicable Contract, no more than $500,000. (iv) pursuant to which it (A) leases from or to any other Person any tangible personal property or real property other than the Leased Real Property or (B) purchases or sells materials, supplies, equipment or services and which, in the case of clauses (A) and (B), calls for future payments in excess of $1,000,000 in any year and requires more than thirty (30) days' notice in order to terminate without payment by the relevant Company or Company Subsidiary of any material penalty; (v) which is a partnership agreement, joint venture agreement or other Contract (however named) involving a sharing of profits, losses, costs or Liabilities by any Company or any Company Subsidiary with any other Person; (vi) other than Contracts of the types set forth in any of subsections (i) through (v) above, involving a payment after the date hereof of an amount of money in excess of $1,000,000 and continuing (including mandatory renewals or extensions which do not require the consent of any Company or any Company Subsidiary) more than one year from its date and not made in the Ordinary Course of Business; (vii) relating to a mortgage, pledge, security agreement, deed of trust or other document granting a Lien, other than Permitted Exceptions, over any real or personal asset or property (including Company Investment Assets but not including Real Property, which is addressed in Section 3.13) owned by any Company or any Company Subsidiary, in each case securing indebtedness (or the deferred purchase price of property) in an amount in excess of $250,000; or (viii) other than Contracts of the types set forth in any of subsections (i) through (vii) above, that is material to the Companies ENSCO Agreement and the Company Subsidiaries, taken as a wholeHEAT Settlement Agreement. (b) Seller has delivered or made available to Buyer trueBased on Seller’s knowledge, correct the Company and complete copies of each other Person that is a party thereto is in compliance in all of the Contracts set forth on Schedule 3.14(a) of the Disclosure Schedule. Except as set forth in Schedule 3.14(b) of the Disclosure Schedule and material respects under each such Contract, except for such circumstances thatnoncompliance as would not have, individually or in the aggregate, have not had, do not have, and would not reasonably be expected to have a Material Adverse Effect on the Companies: (i) each of the Contracts listed in Schedule 3.14(a) of the Disclosure Schedule hereof is in full force and effect and is a valid and binding obligation of the applicable Company or Company Subsidiary; and (ii) neither any Company or Company Subsidiary party thereto, nor, to the knowledge of Seller and the Companies, any other party to such Contract, is in violation, breach or default of any such ContractCompany. (c) Except as set forth in Section 3.14(a) of the Disclosure Schedule, Seller has made available to Buyer copies of all such written Contracts, and such copies are complete and correct in all material respects, and include all material amendments and modifications thereto. (d) Each of the ENSCO Agreement and the HEAT Settlement Agreement is in full force and effect and, to Seller’s knowledge, there are no defenses to the Company’s enforcement of its rights thereunder. Schedule 3.14(c3.14(d) of the Disclosure Schedule sets forth the aggregate dollar amount of costs and other than expenses and related liabilities incurred by the Ancillary AgreementsCompany, there are no Contracts between Seller or any Seller Partyas of March 31, on 2006, that the one hand, and any Company asserts to be applicable to the $10,000,000 minimum amount specified in the first sentence of Section 1.3(c) of the Companies or Company Subsidiaries, on the other hand (each, an "Intercompany ENSCO Agreement").