Common use of Contracts; No Default Clause in Contracts

Contracts; No Default. (a) The exhibits to the NCNG SEC Reports include all of the Contracts to which any NCNG Company is a party that are required to be filed with the SEC, or which could cause or result in a Material Adverse Effect on NCNG (the "NCNG Contracts"). Each NCNG Contract is a valid and binding agreement of such NCNG Company, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, or other laws affecting creditors' rights generally or equitable principles. The NCNG Companies have performed and, to the Knowledge of NCNG, every other party has performed, each material term, covenant and condition of each of NCNG Contracts that is to be performed by any of them at or before the date hereof, except where nonperformance would not have a Material Adverse Effect on NCNG. No event has occurred that would, with the passage of time or compliance with any applicable notice requirements or both, constitute a default by any NCNG Company or, to the Knowledge of NCNG, any other party under any of the NCNG Contracts and, to the Knowledge of NCNG, no party to any of the NCNG Contracts intends to cancel, terminate or exercise any option under any of such NCNG Contracts. (b) No NCNG Company is in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of (i) their respective charters, bylaws or other governing documents, (ii) any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which any NCNG Company is now a party or by which any NCNG Company or any of their respective properties or assets may be bound or (iii) any order, writ, injunction, decree, statute, rule or regulation applicable to any NCNG Company, except in the case of (ii) and (iii) for defaults or violations which in the aggregate would not, individually or in the aggregate, have a Material Adverse Effect on NCNG.

Contracts; No Default. (a) The exhibits Schedule 4.10 sets forth as of the date of this Agreement a list (including the dates thereof and the names of all parties thereto) of each contract or agreement of EnSys or any of its Subsidiaries (other than EnSys Employee Benefit Plans or real property leases, which are listed on Schedules 4.11 and 4.15, respectively) which relates to: (i) employment, consulting or severance arrangements; (ii) joint venture or development arrangements; (iii) any arrangement purporting to or with the effect of limiting the right of EnSys or any of its Subsidiaries prior to the NCNG SEC Reports include Effective Time, or the Surviving Corporation or any of its Subsidiaries at or after the Effective Time, to engage in, or to compete with any person in, any business, including each contract or agreement containing exclusivity provisions restricting the geographical area in which, the products or services offered by or the method by which, any business may be conducted by EnSys or any of its Subsidiaries prior to the Effective Time, or by the Surviving Corporation or any of its Subsidiaries after the Effective Time; (iv) all franchises, licenses, letters patent, patent applications, registered copyrights, trademarks (whether registered or unregistered), or proprietary rights presently owned or used by EnSys or any of its Subsidiaries, including, without limitation, any distribution, licensing or royalty arrangement relating to any of the foregoing; (v) all agreements, contracts or commitments of EnSys or any of its Subsidiaries which involve future payments by or to EnSys or any of its Subsidiaries of more than $100,000, or which extend beyond one year from the date hereof and involve more than $100,000, and all agreements, contracts or commitments not made in the ordinary course of business consistent with past practice which are to be performed at or after the date hereof; (vi) each instrument defining the terms on which debt, guarantees, pledges or other obligations of EnSys or any of its Subsidiaries has been or may be issued; (vii) all licenses and permits issued to EnSys or any of its Subsidiaries by any Governmental Entity that is material to it or the conduct of its business or operations; and (viii) any other matters which are otherwise material to EnSys and its Subsidiaries. (b) For purposes of this Agreement, the term "EnSys Contract" means all of the Contracts contracts and agreements referred to which any NCNG Company is a party that are required to be filed with the SEC, or which could cause or result in a Material Adverse Effect on NCNG (the "NCNG Contracts"Section 4.10(a). Correct and complete copies of all written EnSys Contracts have been provided to SDI. (c) Each NCNG EnSys Contract is in full force and effect, each is a valid and binding contract or agreement of such NCNG Company, enforceable against EnSys or the applicable Subsidiary in accordance with its terms, except as to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws relating to or other laws affecting creditors' the rights and remedies of creditors generally or equitable principles. The NCNG Companies have performed andand by general principles of equity, to and there is no default by EnSys in the Knowledge performance of NCNG, every other party has performed, each material term, covenant and condition of each of NCNG Contracts that is any obligation to be performed by or paid under any of them at such contract or before the date hereofagreement, except where nonperformance for any default that would not have a an EnSys Material Adverse Effect on NCNG. No event has occurred that would, with the passage of time or compliance with any applicable notice requirements or both, constitute a default by any NCNG Company or, to the Knowledge of NCNG, any other party under any of the NCNG Contracts and, to the Knowledge of NCNG, no party to any of the NCNG Contracts intends to cancel, terminate or exercise any option under any of such NCNG ContractsEffect. (b) No NCNG Company is in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of (i) their respective charters, bylaws or other governing documents, (ii) any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which any NCNG Company is now a party or by which any NCNG Company or any of their respective properties or assets may be bound or (iii) any order, writ, injunction, decree, statute, rule or regulation applicable to any NCNG Company, except in the case of (ii) and (iii) for defaults or violations which in the aggregate would not, individually or in the aggregate, have a Material Adverse Effect on NCNG.

Contracts; No Default. (a) The exhibits to the NCNG SEC Reports include all (i) Section 4.21(a) of the Disclosure Schedules contains, as of the date of this Agreement, a true, complete and accurate list of the Servicing Agreements and each of the other Material Contracts to which any NCNG Company Acquired Entity, Fund Entity or any of their respective Subsidiaries is a party or by which their respective properties or assets are bound and (ii) CT has Made Available to Purchaser prior to the date hereof true, complete and accurate copies of each such Material Contract. (b) Each such Material Contract made available or that are required should have been Made Available to be filed with the SECPurchaser pursuant to Section 4.21(a) (a “CT Management Business Material Contract”) is in full force and effect, or which could cause or result in a Material Adverse Effect on NCNG (the "NCNG Contracts"). Each NCNG Contract is a legal, valid and binding agreement obligation of such NCNG Companythe applicable Acquired Entity, Fund Entity or Subsidiary and, to the knowledge of CT, each of the other parties thereto, in each case, enforceable against each party thereto in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, or other laws affecting creditors' rights generally or equitable principles. The NCNG Companies have performed . (c) CT and each of its Subsidiaries party to a CT Management Business Material Contract and, to the Knowledge of NCNG, every other party has performedCT, each of the other parties thereto, have performed in all material term, covenant and condition of each of NCNG Contracts that is respects all obligations required to be performed by any of them at or before the date hereofunder each such CT Management Business Material Contract, except where nonperformance would not have a Material Adverse Effect on NCNG. No event has occurred that would, with the passage of time or compliance with any applicable notice requirements or both, constitute a default by any NCNG Company or, to the Knowledge of NCNG, any other party under any of the NCNG Contracts and, to the Knowledge of NCNGCT, no party event has occurred or circumstance exists that (with or without notice or lapse of time, or both) may contravene, conflict with, or result in a violation or breach of, or give any Person the right to declare a default or exercise any of remedy under, or to accelerate the NCNG Contracts intends maturity or performance of, or to cancel, terminate or exercise modify, any option under any of such NCNG ContractsCT Management Business Material Contract. (bd) No NCNG Company is in default or violation (and no event has occurred whichAs of the date of this Agreement, with notice or the lapse none of time or both, would constitute a default or violation) of any term, condition or provision of (i) their respective charters, bylaws or other governing documents, (ii) any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which any NCNG Company is now a party or by which any NCNG Company CT or any of their respective properties its Subsidiaries has received any notice from any other party of its intent to cancel or assets may terminate any CT Management Business Material Contract or has given to or received from any Person any notice or other communication (whether oral or written) regarding any actual or alleged violation or breach of, or default under, any such Material Contract. (e) As of the date of this Agreement, no investor in any Fund Entity has been declared in default with respect to its capital commitment under the governing documents of the Fund Entities, and CTIMCO has not received notice from an investor that it intends to default with respect to its capital commitment. (f) Other than as set forth in Section 4.21(f) of the Disclosure Schedules, no fees or other payments under any CT Management Business Material Contract have been paid to CTIMCO or any of its Subsidiaries in advance that would be bound or (iii) any order, writ, injunction, decree, statute, rule or regulation applicable allocable to any NCNG Company, except in period from and after the case close of (ii) and (iii) for defaults or violations which in business on the aggregate would not, individually or in the aggregate, have a Material Adverse Effect on NCNGClosing Date.

Contracts; No Default. (a) The exhibits Schedule 3.10 sets forth as of the date of this Agreement a list (including the dates thereof and the names of all parties thereto) of each contract or agreement of SDI or any of its Subsidiaries (other than SDI Employee Benefit Plans or real property leases, which are listed on Schedules 3.11 and 3.15, respectively) which relates to: (i) employment, consulting or severance arrangements; (ii) joint venture or development arrangements; (iii) any arrangement purporting to or with the effect of limiting the right of SDI or any of its Subsidiaries prior to the NCNG SEC Reports include Effective Time, or the Surviving Corporation or any of its Subsidiaries at or after the Effective Time, to engage in, or to compete with any person in, any business, including each contract or agreement containing exclusivity provisions restricting the geographical area in which, the products or services offered by or the method by which, any business may be conducted by SDI or any of its Subsidiaries prior to the Effective Time, or by the Surviving Corporation or any of its Subsidiaries after the Effective Time; (iv) all franchises, licenses, letters patent, patent applications, registered copyrights, trademarks (whether registered or unregistered), or proprietary rights presently owned or used by SDI or any of its Subsidiaries, including, without limitation, any distribution, licensing or royalty arrangement relating to any of the foregoing; (v) all agreements, contracts or commitments of SDI or any of its Subsidiaries which involve future payments by or to SDI or any of its Subsidiaries of more than $100,000, or which extend beyond one year from the date hereof and involve more than $100,000, and all agreements, contracts or commitments not made in the ordinary course of SDI's business consistent with past practice which are to be performed at or after the date hereof; (vi) each instrument defining the terms on which debt, guarantees, pledges or other obligations of SDI or any of its Subsidiaries has been or may be issued; (vii) all licenses and permits issued to SDI or any of its Subsidiaries by any Governmental Entity that is material to it or the conduct of its business or operations; and (viii) any other matters which are otherwise material to SDI and its Subsidiaries. (b) For purposes of this Agreement, the term "SDI Contract" means all of the Contracts contracts and agreements referred to which any NCNG Company is a party that are required to be filed with the SEC, or which could cause or result in a Material Adverse Effect on NCNG (the "NCNG Contracts"Section 3.10(a). Correct and complete copies of all written SDI Contracts have been provided to EnSys. (c) Each NCNG SDI Contract is in full force and effect, each is a valid and binding contract or agreement of such NCNG Company, enforceable against SDI or the applicable Subsidiary in accordance with its terms, except as to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws relating to or other laws affecting creditors' the rights and remedies of creditors generally or equitable principles. The NCNG Companies have performed andand by general principles of equity, to and there is no default by SDI in the Knowledge performance of NCNG, every other party has performed, each material term, covenant and condition of each of NCNG Contracts that is any obligation to be performed by or paid under any of them at such contract or before the date hereofagreement, except where nonperformance for any default that would not have a SDI Material Adverse Effect on NCNG. No event has occurred that would, with the passage of time or compliance with any applicable notice requirements or both, constitute a default by any NCNG Company or, to the Knowledge of NCNG, any other party under any of the NCNG Contracts and, to the Knowledge of NCNG, no party to any of the NCNG Contracts intends to cancel, terminate or exercise any option under any of such NCNG ContractsEffect. (b) No NCNG Company is in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of (i) their respective charters, bylaws or other governing documents, (ii) any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which any NCNG Company is now a party or by which any NCNG Company or any of their respective properties or assets may be bound or (iii) any order, writ, injunction, decree, statute, rule or regulation applicable to any NCNG Company, except in the case of (ii) and (iii) for defaults or violations which in the aggregate would not, individually or in the aggregate, have a Material Adverse Effect on NCNG.

Contracts; No Default. (a) The exhibits to the NCNG SEC Reports include FPC Disclosure Schedule lists all of the Contracts to which any NCNG FPC Company is a party that are required constitute: (i) a material contract as defined in Item 601 of Regulation S-K under the Exchange Act; (ii) an agreement relating to be filed the borrowing or lending of money or the purchase or sale of securities; (iii) a guaranty, contribution agreement or other agreement that includes any material indemnification, surety, contribution or support obligation; (iv) an agreement limiting in any material respect the ability of any FPC Company to compete in any line of business or with any person; (v) any collective bargaining agreement; and (vi) an employment or consulting agreement to which any of the SEC, FPC Companies is a party or by which could cause or result in a Material Adverse Effect on NCNG (any of the "NCNG Contracts")FPC Companies is bound. Each NCNG such Contract is a valid and binding agreement of such NCNG FPC Company, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, or other laws Laws affecting creditors' rights generally or equitable principles. The NCNG FPC Companies have performed and, to the Knowledge of NCNGFPC, every other party has performed, each material term, covenant and condition of each of NCNG such Contracts that is to be performed by any of them at or before the date hereof, except where nonperformance would not have a Material Adverse Effect on NCNG. No event has occurred that would, with the passage of time or compliance with any applicable notice requirements or both, constitute a default by any NCNG FPC Company or, to the Knowledge of NCNGFPC, any other party under any of the NCNG Contracts such Contracts, and, to the Knowledge of NCNGFPC, no party to any of the NCNG such Contracts intends to cancel, terminate or exercise any option under any of such NCNG Contracts. (b) No NCNG FPC Company is in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of (i) their its respective charterscharter, bylaws or other governing or organizational documents, (ii) any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which any NCNG FPC Company is now a party or by which any NCNG FPC Company or any of their its respective properties or assets may be bound or (iii) any order, writ, injunction, decree, statute, rule or regulation applicable to any NCNG FPC Company, except in the case of clauses (ii) and (iii) above for defaults or violations which in the aggregate would not, individually or in the aggregate, may not reasonably be expected to have a Material Adverse Effect on NCNGFPC.