Common use of Contracts; No Default Clause in Contracts

Contracts; No Default. (a) Schedule 4.7 attached hereto sets forth a true and complete list of all agreements of the following types (each a "CONTRACT" and collectively, the "CONTRACTS") with respect to the Business to which the Seller is a party or by which the Seller or any of the Transferred Assets are bound or affected: (i) employment, commission and brokerage agreements, (ii) non-competition, confidentiality and secrecy agreements, (iii) collective bargaining agreements, (iv) loan agreements, notes, mortgages, indentures, security agreements and other agreements and instruments relating to the borrowing or lending of money, (v) distributor, manufacturing, franchise, broker or license agreements, (vi) powers of attorney, (vii) partnership or joint venture agreements or agreements for the purchase or sale of assets outside the ordinary course of business or for the merger or consolidation or sale of capital stock involving the Seller, (viii) all leases of personal property, (ix) agreements for the purchase or sale of materials, supplies, equipment or services involving payments of more than $50,000 over the remaining term thereof, (x) purchase orders and other contracts for the sale of Inventory which involve payments of more than $50,000 over the remaining term thereof and which cannot be cancelled on 30 days or less notice without penalty and (xi) all other agreements material to the operation of the Business, including without limitation, agreements which involve payments by or to the Seller in excess of $50,000 in any 12-month period (each such Contract being included in the Transferred Assets only to the extent such Contract is listed on Schedule 2.1(g)). The Seller has delivered or made available to the Purchaser a true and complete copy of each of the Contracts. (b) Except as set forth on Schedule 4.7 hereto, the Seller and each other party thereto has performed or is now performing its obligations under, and is not in default (and would not by the lapse of time or the giving of notice or both be in default) under, or in breach or violation of, nor has the Seller received notice of any asserted claim of a default by the Seller under, or a breach or violation by the Seller of, any of the Contracts to which it is a party.

Contracts; No Default. (a) Schedule 4.7 attached hereto 3.10 sets forth as of the date of this Agreement a true list (including the dates thereof and complete list the names of all agreements parties thereto) of the following types (each a "CONTRACT" and collectively, the "CONTRACTS") with respect to the Business to which the Seller is a party contract or by which the Seller agreement of SDI or any of the Transferred Assets its Subsidiaries (other than SDI Employee Benefit Plans or real property leases, which are bound or affected: listed on Schedules 3.11 and 3.15, respectively) which relates to: (i) employment, commission and brokerage agreements, consulting or severance arrangements; (ii) non-competition, confidentiality and secrecy agreements, joint venture or development arrangements; (iii) collective bargaining agreementsany arrangement purporting to or with the effect of limiting the right of SDI or any of its Subsidiaries prior to the 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) loan agreementsall franchises, noteslicenses, mortgagesletters patent, indenturespatent applications, security agreements and other agreements and instruments 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 borrowing or lending of money, foregoing; (v) distributor, manufacturing, franchise, broker or license all agreements, (vi) powers contracts or commitments of attorneySDI or any of its Subsidiaries which involve future payments by or to SDI or any of its Subsidiaries of more than $100,000, (vii) partnership or joint venture agreements which extend beyond one year from the date hereof and involve more than $100,000, and all agreements, contracts or agreements for the purchase or sale of assets outside 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 for the merger or consolidation or sale of capital stock involving the Seller, operations; and (viii) all leases of personal property, (ix) agreements for the purchase or sale of materials, supplies, equipment or services involving payments of more than $50,000 over the remaining term thereof, (x) purchase orders and any other contracts for the sale of Inventory matters which involve payments of more than $50,000 over the remaining term thereof and which cannot be cancelled on 30 days or less notice without penalty and (xi) all other agreements are otherwise material to the operation of the Business, including without limitation, agreements which involve payments by or to the Seller in excess of $50,000 in any 12-month period (each such Contract being included in the Transferred Assets only to the extent such Contract is listed on Schedule 2.1(g)). The Seller has delivered or made available to the Purchaser a true SDI and complete copy of each of the Contractsits Subsidiaries. (b) Except as set forth on Schedule 4.7 heretoFor purposes of this Agreement, the Seller term "SDI Contract" means all of the contracts and agreements referred to in Section 3.10(a). Correct and complete copies of all written SDI Contracts have been provided to EnSys. (c) Each SDI Contract is in full force and effect, each is a valid and binding contract or agreement enforceable against SDI or the applicable Subsidiary in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other party thereto has similar laws relating to or affecting the rights and remedies of creditors generally and by general principles of equity, and there is no default by SDI in the performance of any obligation to be performed or is now performing its obligations underpaid under any such contract or agreement, and is not in except for any default (and that would not by the lapse of time or the giving of notice or both be in default) under, or in breach or violation of, nor has the Seller received notice of any asserted claim of have a default by the Seller under, or a breach or violation by the Seller of, any of the Contracts to which it is a partySDI Material Adverse Effect.

Contracts; No Default. (a) (i) Section 4.25(a) of the Disclosure Schedule 4.7 attached hereto sets forth contains a true true, complete and complete accurate list of all agreements the Servicing Agreements and each of the following types (each a "CONTRACT" and collectively, the "CONTRACTS") with respect to the Business other Contracts to which the Seller New CSI is a party and (ii) the Other Sellers have made available to Purchaser true, complete and accurate copies of, all limited liability company agreements, employment Contracts, lines of credit Contracts, master repurchase Contracts, loan agreements, security agreements, pledge agreements, collateralized debt obligation servicing Contracts, and all other material Contracts (including Contracts related to Intellectual Property), in each case, which are not terminable in thirty (30) days or less by which the Seller any Acquired Entity, any Fund Entity or any of the Transferred Assets are bound their respective Subsidiaries, without penalty, termination, charge or affected: (i) employmentsimilar payment to which any Acquired Entity, commission and brokerage agreements, (ii) non-competition, confidentiality and secrecy agreements, (iii) collective bargaining agreements, (iv) loan agreements, notes, mortgages, indentures, security agreements and other agreements and instruments relating to the borrowing any Fund Entity or lending any of money, (v) distributor, manufacturing, franchise, broker or license agreements, (vi) powers of attorney, (vii) partnership or joint venture agreements or agreements for the purchase or sale of assets outside the ordinary course of business or for the merger or consolidation or sale of capital stock involving the Seller, (viii) all leases of personal property, (ix) agreements for the purchase or sale of materials, supplies, equipment or services involving payments of more than $50,000 over the remaining term thereof, (x) purchase orders and other contracts for the sale of Inventory which involve payments of more than $50,000 over the remaining term thereof and which cannot be cancelled on 30 days or less notice without penalty and (xi) all other agreements material to the operation of the Business, including without limitation, agreements which involve payments by or to the Seller in excess of $50,000 in any 12-month period (each such Contract being included in the Transferred Assets only to the extent such Contract their respective Subsidiaries is listed on Schedule 2.1(g)). The Seller has delivered or made available to the Purchaser a true and complete copy of each of the Contractsparty. (b) Except No Contract made available to Purchaser pursuant to Section 4.25(a) is in material default by its terms as set forth on Schedule 4.7 hereto, the Seller and each other party thereto has performed or is now performing its obligations under, and is not in default (and would not by the lapse of time or the giving of notice or both be in default) under, or in breach or violation of, nor has the Seller received notice a result of any asserted claim of a default act or omission by the Seller under, or a breach or violation by the Seller of, any of the Contracts Acquired Entities, the Fund Entities or any of their respective Subsidiaries or, to the Knowledge of the Other Sellers, the Acquired Entities, the Fund Entities or any of their respective Subsidiaries, has been or purports to have been canceled by any counterparty thereto, and none of the Acquired Entities, the Fund Entities or any of their respective Subsidiaries is in receipt of any claim of default under any such agreement. (c) (i) Each of the Acquired Entities, the Fund Entities and their respective Subsidiaries has been in material compliance with all applicable terms and requirements of each material Contract under which it such entity has or had any obligation or liability or by which such entity or any of the assets or properties owned or used or purported to be owned or used by such entity is a party.or was bound;

Contracts; No Default. (a) Schedule 4.7 attached hereto sets forth a true (i) Schedules 2.1(a)(ii)(A), (B) and (C) contain, as of the date hereof, an accurate and complete list of all agreements each Trading Contract (or in the case of the following types forms described in clause (each ii), a "CONTRACT" listing of such forms) and collectively, the "CONTRACTS") with respect to the Business to which the Seller is a party or by which the Seller or any of the Transferred Assets are bound or affected: (i) employment, commission and brokerage agreements, (ii) non-competitionexcept for multiple agreements that are documented under a standard form ISDA Master Agreement, confidentiality and secrecy agreementsEEI Master Agreement or WSPP Master Agreement without amendments, (iii) collective bargaining agreementsin which case only such form need be made available, (iv) loan agreements, notes, mortgages, indentures, security agreements and other agreements and instruments relating to the borrowing or lending of money, (v) distributor, manufacturing, franchise, broker or license agreements, (vi) powers of attorney, (vii) partnership or joint venture agreements or agreements for the purchase or sale of assets outside the ordinary course of business or for the merger or consolidation or sale of capital stock involving the Seller, (viii) all leases of personal property, (ix) agreements for the purchase or sale of materials, supplies, equipment or services involving payments of more than $50,000 over the remaining term thereof, (x) purchase orders and other contracts for the sale of Inventory which involve payments of more than $50,000 over the remaining term thereof and which cannot be cancelled on 30 days or less notice without penalty and (xi) all other agreements material to the operation of the Business, including without limitation, agreements which involve payments by or to the Seller in excess of $50,000 in any 12-month period (each such Contract being included in the Transferred Assets only to the extent such Contract is listed on Schedule 2.1(g)). The Seller has delivered or made available to the Purchaser a true accurate and complete copy copies of each such Trading Contract, together with any and all material amendments or modifications thereto through and including the date hereof. Schedule 2.1(a)(i) contains, as of the Contractsdate hereof, an accurate and complete list of each Transferred Contract and the Seller has made available to the Purchaser accurate and complete copies of each Transferred Contract, together with any and all material amendments or modifications thereto through and including the date hereof. CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (b) Except as set forth on Schedule 4.7 hereto, As of the date hereof: (i) each Trading Contract and Transferred Contract is in full force and effect and is a valid and enforceable obligation of the Seller except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally and each other party thereto has performed general principles of equity (whether considered in a Proceeding at law or is now performing its obligations underin equity); (ii) no event or condition exists that constitutes or, and is not in default (and would not by the after notice or a lapse of time or both, will constitute, a material default on the giving part of notice the Seller or, to Seller’s Knowledge, any Counterparty or both be in default) other party under, in each case, any such Trading Contract or in breach Transferred Contract; and (iii) there is no contract, agreement or violation of, nor has the Seller received notice of other arrangement granting any asserted claim of a default by the Seller under, or a breach or violation by the Seller of, Person any preferential right to purchase any of the Contracts to which it is a partyTransferred Assets.

Contracts; No Default. (a) Schedule 4.7 attached hereto 4.10 sets forth as of the date of this Agreement a true list (including the dates thereof and complete list the names of all agreements parties thereto) of the following types (each a "CONTRACT" and collectively, the "CONTRACTS") with respect to the Business to which the Seller is a party contract or by which the Seller agreement of EnSys or any of the Transferred Assets its Subsidiaries (other than EnSys Employee Benefit Plans or real property leases, which are bound or affected: listed on Schedules 4.11 and 4.15, respectively) which relates to: (i) employment, commission and brokerage agreements, consulting or severance arrangements; (ii) non-competition, confidentiality and secrecy agreements, joint venture or development arrangements; (iii) collective bargaining agreementsany arrangement purporting to or with the effect of limiting the right of EnSys or any of its Subsidiaries prior to the 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) loan agreementsall franchises, noteslicenses, mortgagesletters patent, indenturespatent applications, security agreements and other agreements and instruments 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 borrowing or lending of money, foregoing; (v) distributor, manufacturing, franchise, broker or license all agreements, (vi) powers contracts or commitments of attorneyEnSys or any of its Subsidiaries which involve future payments by or to EnSys or any of its Subsidiaries of more than $100,000, (vii) partnership or joint venture agreements which extend beyond one year from the date hereof and involve more than $100,000, and all agreements, contracts or agreements for the purchase or sale of assets outside commitments not made in the ordinary course of business consistent with past practice which are to be performed at or for after the merger date hereof; (vi) each instrument defining the terms on which debt, guarantees, pledges or consolidation other obligations of EnSys or sale any of capital stock involving 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 Seller, conduct of its business or operations; and (viii) all leases of personal property, (ix) agreements for the purchase or sale of materials, supplies, equipment or services involving payments of more than $50,000 over the remaining term thereof, (x) purchase orders and any other contracts for the sale of Inventory matters which involve payments of more than $50,000 over the remaining term thereof and which cannot be cancelled on 30 days or less notice without penalty and (xi) all other agreements are otherwise material to the operation of the Business, including without limitation, agreements which involve payments by or to the Seller in excess of $50,000 in any 12-month period (each such Contract being included in the Transferred Assets only to the extent such Contract is listed on Schedule 2.1(g)). The Seller has delivered or made available to the Purchaser a true EnSys and complete copy of each of the Contractsits Subsidiaries. (b) Except as set forth on Schedule 4.7 heretoFor purposes of this Agreement, the Seller term "EnSys Contract" means all of the contracts and agreements referred to in Section 4.10(a). Correct and complete copies of all written EnSys Contracts have been provided to SDI. (c) Each EnSys Contract is in full force and effect, each is a valid and binding contract or agreement enforceable against EnSys or the applicable Subsidiary in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other party thereto has similar laws relating to or affecting the rights and remedies of creditors generally and by general principles of equity, and there is no default by EnSys in the performance of any obligation to be performed or is now performing its obligations underpaid under any such contract or agreement, and is not in except for any default (and that would not by the lapse of time or the giving of notice or both be in default) under, or in breach or violation of, nor has the Seller received notice of any asserted claim of a default by the Seller under, or a breach or violation by the Seller of, any of the Contracts to which it is a partyhave an EnSys Material Adverse Effect.