Common use of Contracts; No Defaults Clause in Contracts

Contracts; No Defaults. (a) Section 3.14(a) of the Disclosure Letter contains a complete and accurate list, and Sellers have delivered to Buyer true and complete copies, of each Applicable Contract whether for performance of services, delivery of goods or materials, capital expenditures or otherwise, which will be binding on the Company after the Closing. (b) Except as set forth in Section 3.14 of the Disclosure Letter, each Contract identified or required to be identified in Section 3.14 of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms. (c) Except as set forth in Section 3.14 of the Disclosure Letter: (i) the Company is, and at all times since the date of its formation has been, in full compliance with all applicable terms and requirements of each Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is or was bound; (ii) each other Person that has or had any obligation or liability under any Contract under which the Company has or had any rights is, and at all times since the date of its formation has been, in full compliance with all applicable terms and requirements of such Contract; (iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may 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 Applicable Contract; and (iv) the Company has not given to or received from any other Person, at any time since the date of its formation, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract. (d) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any amounts paid or payable to the Company under current or completed Contracts with any Person and, to the Knowledge of Sellers and the Company, no such Person has made written demand for such renegotiation.

Contracts; No Defaults. (a) Section 3.14(aPart 3.16(a) of the Disclosure Letter contains a an accurate and complete and accurate list, and Sellers have Seller has delivered to Buyer true accurate and complete copies, of each Applicable Contract whether for (i) that involves performance of services, services or delivery of goods or materialsmaterials by or to Seller related to the Business, capital expenditures (ii) affecting the ownership of, leasing of, title to, use of or otherwiseany interest in any personal property used in the Business; (iii) with any labor union or other employee representative of a group of employees relating to wages, which will be binding on hours and other conditions of employment of employees at the Company after Stores; (iv) involving a sharing of profits, losses, costs or liabilities by Seller with any employee at the ClosingStores. (b) Except as set forth in Section 3.14 of the Disclosure Letter, Part 3.16(a) each Seller Contract identified or required to be identified listed in Section 3.14 of the Disclosure Letter Part 3.16 (i) is in full force and effect and is valid and enforceable in accordance with its terms; (ii) is assignable by Seller to Buyer without the consent of any other Person; and (iii) will not, to the Knowledge of Seller or Shareholder, upon completion or performance thereof have a material adverse affect on the Business or the Assets. (c) Except as set forth in Section 3.14 of the Disclosure Letter:Part 3.16 (a) (i) the Company is, and at all times since the date of its formation has been, Seller is in full compliance with all applicable terms and requirements of each Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is or was bound; Seller Contract; (ii) each other Person that has or had any obligation or liability under any each Seller Contract under which the Company has or had any rights is, and at all times since the date of its formation has been, is in full compliance with all applicable terms and requirements of such Contract; ; (iii) no event has occurred or circumstance exists exist that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give the Company Seller 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 Applicable ContractContract identified in Part 3.16(a); and and (iv) the Company has not given to or received from any other Person, at any time since the date of its formation, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract. (d) There are no renegotiations of, attempts to renegotiate, renegotiate or outstanding rights to renegotiate any material amounts paid or payable to the Company Seller under current or completed Contracts relating to the Business (including past purchase orders for inventory) with any Person and, to the Knowledge of Sellers and the Company, no such Person has made written demand for such renegotiation.

Contracts; No Defaults. (a) Section 3.14(aPart 3.13(a) of the Disclosure Letter contains a complete and accurate list, and Sellers have delivered to Buyer true and complete copies, of: (i) each Contract of each Applicable Contract whether for performance of services, delivery of goods or materials, capital expenditures or otherwise, which will be binding on the Company after is a party or is otherwise materially affected; and (ii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Contract affecting the Closing.ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property related to the Company; (b) Except as set forth in Section 3.14 of the Disclosure Letter, each Contract identified or required to be identified in Section 3.14 Part 3.13(a) of the Disclosure Letter sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts, and the amount and nature of the remaining commitment of the Company under the Contracts. (c) Each Contract is in full force and effect and is valid and enforceable in accordance with its terms. (c) Except as set forth in Section 3.14 of the Disclosure Letter: (i) the The Company is, and at all times since the date of its formation January 1, 2002 has been, in full compliance with all applicable terms and requirements of each Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is or was boundContract; (ii) each other Person that has or had any obligation or liability under any Contract under which the Company has or had any rights is, and at all times since the date of its formation has been, been in full compliance with all applicable terms and requirements of such Contract; (iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may 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 Applicable Contract; and (iv) the Company has not given to or received from any other Person, at any time since the date of its formationtime, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract. (d) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the Company under current or completed Contracts with any Person and, to the Knowledge of Sellers and the Company, no such Person has made written demand for such renegotiation.

Contracts; No Defaults. (a) Section 3.14(a) On or before the Compliance Date, Company will provide Buyer with an accurate and complete list of, and accurate and complete copies of, each Company Contract and Subsidiary Contract. Said schedule will include a summary of all material terms of such Contracts, including the parties thereto, the amount of the Disclosure Letter contains a complete and accurate listremaining commitment of Company or Subsidiary under the Contracts, and Sellers have delivered to Buyer true and complete copies, the location where the executed copies of each Applicable Contract whether for performance of services, delivery of goods or materials, capital expenditures or otherwise, which will be binding on the Company after the Closingsuch Contracts are located. (b) Except as set forth in Section 3.14 said schedule, Seller has no rights and is not subject to any obligations or liabilities under, any Contract that relates to the business of Company or Subsidiary or any of the Disclosure Letter, Assets of Company or Subsidiary. (c) Except as set forth in said schedule: (i) each Contract identified or required to be identified in Section 3.14 of the Disclosure Letter said schedule is in full force and effect and is valid and enforceable in accordance with its terms; (ii) to the Knowledge of Company and Seller, no Contract identified or required to be identified in said schedule will, upon completion or performance thereof, have a material adverse effect on the business, Assets or condition of Company or of Subsidiary. (cd) Except as set forth in Section 3.14 of the Disclosure Lettersaid schedule: (i) the Company isand Subsidiary are, and at all times since the date of its formation has have been, in full compliance with all applicable terms and requirements of each Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is or was boundapplicable to it; (ii) each other Person that has or had any obligation or liability under any Company Contract under which the Company has or had any rights Subsidiary Contract is, and at all times since the date of its formation has been, in full compliance with all applicable terms and requirements of such Contract; (iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, with or result in a violation or breach Breach of, or give the Company Company, Subsidiary or any other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate, terminate or modify, any Applicable Company Contract or Subsidiary Contract; (iv) no event has occurred or circumstance exists under or by virtue of any Contract that (with or without notice or lapse of time) would trigger the creation of any Encumbrance affecting any of the Assets of Company or Subsidiary; and (ivv) the neither Company nor Subsidiary has not given to or received from any other Person, at any time since the date of its formation, Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, possible or potential violation or breach Breach of, or default under, any Contract.; (de) There are no renegotiations of, attempts to renegotiate, renegotiate or outstanding rights to renegotiate any material amounts paid or payable to the Company or Subsidiary under current or completed any Contracts with any Person and, having the contractual or statutory right to the Knowledge of Sellers demand or require such renegotiation and the Company, no such Person has made oral or written demand for such renegotiation. (f) Each Contract relating to the sale, design, manufacture or provision of products or services by Company or Subsidiary has been entered into in the Ordinary Course of Business of Company or Subsidiary and has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. (a) Section 3.14(a) of There is Disclosed in the Disclosure Letter contains a complete true and accurate list, and the Sellers have delivered made available to the Buyer true and accurate and complete copies, of each Applicable all Company Contracts, including a description of any Company Contract whether for performance of services, delivery of goods involving payments by or materials, capital expenditures or otherwise, which will be binding on to the Company after in excess of £20,000 per annum or in total which is not reduced to writing. No Seller has or may acquire any rights under, and no Seller has or may become subject to any obligation or liability under, any Contract that relates to the Closing. (b) Except as set forth in Section 3.14 business of the Disclosure Letter, each Company or any of the Assets. Each Company Contract identified Disclosed or required to be identified Disclosed in Section 3.14 of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms. (c) Except terms except as set forth Disclosed in Section 3.14 of the Disclosure Letter:. (i) the Company is, and at all times since in the date of its formation last 6 years, has been, in full compliance with all applicable terms and requirements of each Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is or was bound; Contract; (ii) to the Sellers’ Knowledge each other Person that has or had any obligation or liability under any Company Contract under which the Company has or had any rights is, and at all times since in the date of its formation last 6 years, has been, in full compliance with all applicable terms and requirements of such Contract; ; (iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, with or result in a violation or breach 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 payment under, or to cancel, terminate, terminate or modifyamend, any Applicable Company Contract; and (iv) no event has occurred or circumstance exists under or by virtue of any Company Contract that (with or without notice or lapse of time) would cause the creation of any Lien affecting any of the Assets; and (v) the Company has not given to or received from any other Person, at any time since the date of its formationtime, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, possible or potential violation or breach Breach of, or default under, any Company Contract. (dc) There are no renegotiations of, attempts to renegotiate, renegotiate or outstanding rights to renegotiate any material amounts paid or payable to the Company under current or completed Company Contracts with any Person and, having the contractual or statutory right to the Knowledge of Sellers demand or require such renegotiation and the Company, no such Person has made written demand for such renegotiation. (d) Each Company Contract relating to the sale, design, manufacture or provision of products or services by the Company has been entered into in the Ordinary Course of Business of the Company and has been entered into without the commission of any act (alone or in concert with any other Person) or any consideration having been paid or promised, that is in breach of any Law.

Contracts; No Defaults. (a) Section 3.14(a) of the Disclosure Letter contains a complete and accurate list, and Sellers have delivered to Buyer true and complete copies, of each Applicable Contract whether for performance of services, delivery of goods or materials, capital expenditures or otherwise, which will be binding on the Company after the Closing. (b) A. Except as set forth in Section 3.14 SCHEDULE 3.17(A) of the Disclosure LetterSchedule: (i) Seller (and no Related Person of Seller) has not or may not acquire any rights under, each and Seller has not or may not become subject to any obligation or liability under, any Contract identified that relates to the business of, or required any of the assets owned or used by, Seller; and (ii) To the Knowledge of Seller, no officer, director, agent, employee, consultant, or contractor of Seller is bound by any Contract that purports to be identified limit the ability of such officer, director, agent, employee, consultant, or contractor to (1) engage in Section 3.14 or continue any conduct, activity, or practice relating to the business of Seller or (2) assign to Seller or to any other Person any rights to any invention, improvement, or discovery. B. Except as set forth in SCHEDULE 3.17(B) of the Disclosure Letter Schedule, each material Contract is in full force and effect and is valid and enforceable in accordance with its terms. (c) C. Except as set forth in Section 3.14 SCHEDULE 3.17(C) of the Disclosure LetterSchedule: (i) the Company Seller is, and at all times since the date of its formation October 16, 1996, has been, in full compliance with all applicable terms and requirements of each Contract under which the Company such Seller has or had any obligation or liability or by which the Company such Seller or any of the assets owned or used by the Company such Seller is or was bound; (ii) each Each other Person that has or had any obligation or liability under any Contract under which the Company Seller has or had any rights is, and at all times since the date of its formation October 16, 1996, has been, in full compliance with all applicable terms and requirements of such Contract; (iii) no No event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give the Company Seller 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 Applicable Contract; and (iv) the Company Seller has not given to or received from any other Person, at any time since the date of its formationOctober 16, 1996, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract. (d) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any amounts paid or payable to the Company under current or completed Contracts with any Person and, to the Knowledge of Sellers and the Company, no such Person has made written demand for such renegotiation.

Contracts; No Defaults. (a) Section 3.14(aPart 3.11(a) of the Disclosure Letter contains a complete and accurate list, and Sellers have Seller has delivered to Buyer true and complete copies, of each Applicable Contract and each amendment, supplement, and modification (whether for performance oral or written) in respect of services, delivery any of goods or materials, capital expenditures or otherwise, which will be binding on the Company after the Closingforegoing. (b) Except as set forth in Section 3.14 of the Disclosure Letter, each Each Applicable Contract identified or required to be identified in Section 3.14 of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms. (c) Except as set forth in Section 3.14 Part 3.11(c) of the Disclosure Letter:: 9 (i) Seller and the Company isare, and at all times since the date of its formation has have been, in full compliance with all applicable terms and requirements of each Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is or was boundApplicable Contract; (ii) each other Person that has or had any obligation or liability under any Applicable Contract under which the Company has or had any rights is, and at all times since the date of its formation has been, is in full compliance with all applicable terms and requirements of such Applicable Contract; (iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach Breach of, or give Seller or 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 Applicable Contract; and (iv) neither Seller nor the Company has not have given to or received from any other Person, at any time since the date of its formation, Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach Breach of, or default under, any Applicable Contract. (de) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to Seller or the Company under current or completed Applicable Contracts with any Person and, to the Knowledge of Sellers and the Company, no such Person has made written demand for such renegotiation. (f) The Applicable Contracts have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. (a) Section 3.14(aPart 3.15(a) of the Disclosure Letter contains a complete and accurate list, and Sellers have Seller has delivered to Buyer true and complete copies, of all the material Contracts of each Applicable Contract whether for performance NSL Acquired Company. Part 3.15(a) of servicesthe Disclosure Letter sets forth reasonably complete details concerning such Contracts, delivery including the parties to the Contracts, the amount of goods or materialsthe remaining commitment of the NSL Acquired Companies under the Contracts, capital expenditures or otherwise, which will be binding on and the Company after NSL Acquired Companies' office where details relating to the ClosingContracts are located. (b) Except as set forth in Section 3.14 Part 3.15(b) of the Disclosure Letter, each Contract identified or required to be identified in Section 3.14 Part 3.15(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms. (c) Except as set forth in Section 3.14 Part 3.15(c) of the Disclosure Letter: (i) the each NSL Acquired Company is, and at all times since the date of its formation January 1, 1995 has been, in full compliance with all applicable terms and requirements of each Contract under which the such NSL Acquired Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is or was bound;which (ii) each other Person that has or had any obligation or liability under any Contract under which the an NSL Acquired Company has or had any rights is, and at all times since the date of its formation January 1, 1995 has been, in full compliance with all applicable terms and requirements of such Contract; (iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give the any NSL Acquired 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 Applicable Contract; and (iv) the no NSL Acquired Company has not given to or received from any other Person, at any time since the date of its formationJanuary 1, 1995, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract. (d) There are no renegotiations of, attempts The Contracts relating to renegotiatethe sale or provision of services by the NSL Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or outstanding rights to renegotiate any amounts consideration having been paid or payable to the Company under current promised, that is or completed Contracts with would be in violation of any Person and, to the Knowledge of Sellers and the Company, no such Person has made written demand for such renegotiationLegal Requirement.

Contracts; No Defaults. (a) Section 3.14(aSchedule 3.18(a) of the Disclosure Letter contains a an accurate and complete and accurate list, and Sellers have Company has delivered to Buyer true Buyer, accurate and complete copies, copies of each Applicable Contract whether for performance Company Contract. Schedule 3.18(a) sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts and the amount of services, delivery the remaining commitment of goods or materials, capital expenditures or otherwise, which will be binding on Company under the Company after the ClosingContracts. (b) Seller has not and may not acquire any rights under, and Seller has not or may not become subject to any obligation or liability under, any Contract that relates to the business of Company or any of the Assets. (c) Except as set forth in Section 3.14 of the Disclosure Letter, Schedule 3.18(c): (i) each Contract identified or required to be identified in Section 3.14 of the Disclosure Letter Schedule 3.18(a) is in full force and effect and is valid and enforceable in accordance with its terms; (ii) to the Knowledge of Company or any Seller, no Contract identified or required to be identified in Schedule 3.18(a) will upon completion or performance thereof have a material adverse affect on the business, assets or condition of Company or the business to be conducted by Buyer with the Assets. (cd) Except as set forth in Section 3.14 of the Disclosure Letter:Schedule 3.18(d): (i) the Company is, and at all times since the date of its formation has been, in full compliance with all applicable terms and requirements of each Company Contract under which the Company has or had any obligation or liability or is being assumed by which the Company or any of the assets owned or used by the Company is or was boundBuyer; (ii) each other Person that has or had any obligation or liability under any Company Contract under which the Company has or had any rights is, and at all times since the date of its formation has been, in full compliance with all applicable terms and requirements of such Contract; (iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, with or result in a violation or breach 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 payment under, or to cancel, terminate, terminate or modify, any Applicable ContractCompany Contract that is being assigned to or assumed by Buyer; (iv) no event has occurred or circumstance exists under or by virtue of any Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Assets; and (ivv) the Company has not given to or received from any other Person, at any time since the date of its formation, Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, possible or potential violation or breach Breach of, or default under, any ContractContract which is being assigned to or assumed by Buyer. (de) There are no renegotiations of, attempts to renegotiate, renegotiate or outstanding rights to renegotiate any material amounts paid or payable to the Company under current or completed Contracts with any Person and, having the contractual or statutory right to the Knowledge of Sellers demand or require such renegotiation and the Company, no such Person has made written demand for such renegotiation. (f) Each Contract relating to the sale, design, manufacture or provision of products or services by Company has been entered into in the Ordinary Course of Business of Company and has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. (a) Section 3.14(aSchedule 3.17(a) contains an accurate and complete list of the Disclosure Letter contains a complete each Seller Contract not otherwise set forth on Schedule 3.6(b) and accurate list, and Sellers have Schedule 3.20(b). Seller has delivered to Buyer accurate and complete copies of each written Seller Contract, and has provided Buyer with a true and complete copies, accurate description of each Applicable Contract whether for performance of services, delivery of goods or materials, capital expenditures or otherwise, which will be binding on the Company after the Closingoral Seller Contract. (b) Except as set forth in Section 3.14 of the Disclosure Letter, on Schedule 3.17(b) (excluding Seller Leases): (i) each Seller Contract identified or required to be identified in Section 3.14 of the Disclosure Letter is valid and binding and in full force and effect and is valid and enforceable in accordance with its terms. (c) Except as set forth in Section 3.14 of the Disclosure Letter: (i) the Company is, and at all times since the date of its formation has been, in full compliance with all applicable terms and requirements of each Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is or was boundeffect; (ii) each neither Seller nor, to the Knowledge of Seller, any other Person that party to any Seller Contract, is or has or had any obligation or liability been in default under any Contract under which Seller Contract, the Company has or had any rights is, and at all times since the date of its formation has been, in full compliance with all applicable terms and requirements result of such Contractdefault which would reasonably be expected to result in a material adverse effect on the financial condition of the Procuren Operations or the Assets as a whole or the operation of any of the Facilities individually; (iii) no event has occurred or circumstance exists that (which with or without the giving of notice or lapse passage of time) may contravene, conflict with, time or both would constitute a default under any Seller Contract which would reasonably be expected to result in a violation material adverse effect on the financial condition of the Procuren Operations or breach of, the Assets as a whole or give the Company or other Person operation of any of 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 Applicable ContractFacilities individually; and (iv) to the Company Knowledge of Seller, no Person has not given failed to comply with any obligation under any Seller Contract which would materially adversely affect, either individually or received from any together with other Persondefaults, at any time since the date financial condition of its formation, any notice the Procuren Operations or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.the Assets; (dc) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the Company Seller under current or completed Seller Contracts with any Person and, to the Knowledge of Sellers and the CompanySeller, no such Person has made written demand for such renegotiation.

Contracts; No Defaults. (a) Section 3.14(aPart 3.16(a) of the Disclosure Letter contains a complete and accurate list, and the Sellers have delivered to Buyer true and complete copies, of all the material Contracts of each Applicable Contract whether for performance Acquired Company. Part 3.16(a) of servicesthe Disclosure Letter sets forth reasonably complete details concerning such Contracts, delivery including the parties to the Contracts, the amount of goods or materialsthe remaining commitment of the Acquired Companies under such Contracts, capital expenditures or otherwise, which will be binding on and the Company after the ClosingAcquired Companies' office where details relating to such Contracts are located. (b) Except as set forth in Section 3.14 Part 3.16(b) of the Disclosure Letter, each Contract identified or required to be identified in Section 3.14 Part 3.16(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms. (c) Except as set forth in Section 3.14 Part 3.16(c) of the Disclosure Letter: (i) the each Acquired Company is, and at all times since the date of its formation January 1, 1999 has been, in full compliance with all applicable material terms and requirements of each Contract under which the such Acquired Company has or had any obligation or liability or by which the such Acquired Company or any of the assets owned or used by the such Acquired Company is or was bound; (ii) each other Person that has or had any obligation or liability under any material Contract under which the an Acquired Company has or had any rights is, and at all times since the date of its formation January 1, 1999 has been, in full compliance with all applicable terms and requirements of such material Contract; (iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give the any Acquired 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 Applicable Contract; and (iv) the no Acquired Company has not given to or received from any other Person, at any time since the date of its formationJanuary 1, 1999, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any material Contract. (d) There are no renegotiations ofThe Contracts relating to the sale, attempts to renegotiatedesign, manufacture, or outstanding rights to renegotiate provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any amounts act alone or in concert with any other Person, or any consideration having been paid or payable to the Company under current promised, that is or completed Contracts with would be in violation of any Person and, to the Knowledge of Sellers and the Company, no such Person has made written demand for such renegotiationLegal Requirement.

Contracts; No Defaults. (a) Section 3.14(a) of the Disclosure Letter contains a complete and accurate list, and Sellers have delivered Each Contract to which Buyer true and complete copies, of each Applicable Contract whether for performance of services, delivery of goods or materials, capital expenditures or otherwise, which will be binding on the Company after the Closing. (b) Except as set forth in Section 3.14 of the Disclosure Letter, each Contract identified or required is obligated is to be identified in Section 3.14 of the Disclosure Letter is Buyer's Knowledge in full force and effect and is valid and enforceable in accordance with its terms. (cb) Except as set forth in Section 3.14 of the Disclosure Letter: (i) the Company is, and at all times since the date of its formation has been, Buyer is in full compliance with all applicable material terms and requirements of each material Contract under which the Company Buyer has or had any obligation or liability or by which the Company Buyer or any of the assets owned or used by the Company Buyer is or was bound; (iic) each Each other Person that has or had any obligation or liability under any Contract under which the Company Buyer has or had any rights is, and at all times since the date of its formation has been, is in full material compliance with all applicable terms and requirements of such Contract; (iiid) To Buyer's Knowledge no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give the Company buyer or any 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 Applicable Contractcontract to which Buyer is a party; and (ive) the Company Buyer has not given to or received from any other Person, at any time since the date of its formationJanuary 1, 1997, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract. (df) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the Company Buyer under current or completed Contracts with any Person and, to the Knowledge of Sellers and the Company, no such Person has made written or oral demand for such renegotiation.

Contracts; No Defaults. (a) Section 3.14(a) of the Disclosure Letter Schedule 3.14 contains a complete and accurate list, list and Sellers have Seller has delivered to Buyer true and complete copies, copies of each Applicable Contract whether for performance of services, delivery of goods or materials, capital expenditures or otherwise, which will be binding on the Company after the ClosingContract. (b) Except as set forth in Section 3.14 Seller (and no Related Person of Seller) does not or shall not acquire any rights under, and Seller does not or shall not become subject to any obligation or liability under, any Contract that relates to the business of, or any of the Disclosure Letterassets owned or used by, each the Company. (c) Each Applicable Contract identified or required to be identified in Section 3.14 of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms. (cd) Except as set forth in Section 3.14 of the Disclosure Letter: (i) the The Company is, and at all times since July 4, 2007, and to the date knowledge of its formation Seller and the Company since December 30, 2003, has been, in full compliance with all applicable terms and requirements of each Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is or was bound;Applicable Contract. (iie) each other Person that has or had any obligation or liability under any Contract under which the Company has or had any rights is, and at all times since the date of its formation has been, in full compliance with all applicable terms and requirements of such Contract; (iii) no No event has occurred or circumstance exists that (with or without notice or lapse of time) may 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 Applicable Contract; and. (ivf) the The Company has not given to or received from any other Person, at any time since July 4, 2007, and to the date knowledge of its formationSeller and the Company since December 30, 2003, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract, which could reasonably be expected to have a Material Adverse Effect. (dg) There Except as otherwise disclosed in Schedule 3.14, there are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the Company or material terms under current or completed Applicable Contracts with any Person and, to the Knowledge of Sellers and the Company, no such Person has made written demand for such renegotiation, which could reasonably be expected to have a Material Adverse Effect.

Contracts; No Defaults. (a) Section 3.14(aSchedule 3.18(a) of the Disclosure Letter contains a an accurate and complete and accurate listlist of, and Sellers have Company has delivered to Buyer true accurate and complete copiescopies of, each Company Contract. Schedule 3.18(a) contains a summary of each Applicable Contract whether for performance all material terms of servicessuch Contracts, delivery including the parties thereto, the amount of goods or materialsthe remaining commitment of Company under the Contracts, capital expenditures or otherwise, which will be binding on and the Company after location to the Closingexecution copies of such Contracts are located. (b) Except as set forth in Section 3.14 Schedule 3.18(a), Seller has no rights and is not subject to any obligations or liabilities under, any Contract that relates to the business of Company or any of the Disclosure Letter, Assets. (c) Except as set forth in Schedule 3.18(c): (i) each Contract identified or required to be identified in Section 3.14 of the Disclosure Letter Schedule 3.18(a) is in full force and effect and is valid and enforceable in accordance with its terms; (ii) to the Knowledge of Company and any Seller, no Contract identified or required to be identified in Schedule 3.18(a) will, upon completion or performance thereof, have a material adverse effect on the business, Assets or condition of Company or the business to be conducted by Buyer employing the Assets. (cd) Except as set forth in Section 3.14 of the Disclosure Letter:Schedule 3.18(d): (i) the Company is, and at all times since the date of its formation has been, in full compliance with all applicable terms and requirements of each Company Contract under which the Company has or had any obligation or liability or being assumed by which the Company or any of the assets owned or used by the Company is or was boundBuyer; (ii) each other Person that has or had any obligation or liability under any Company Contract under which the Company has or had any rights is, and at all times since the date of its formation has been, in full compliance with all applicable terms and requirements of such Contract; (iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, with or result in a violation or breach Breach of, or give the Company or any other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate, terminate or modify, any Applicable ContractCompany Contract being assigned to or assumed by Buyer; (iv) no event has occurred or circumstance exists under or by virtue of any Contract that (with or without notice or lapse of time) would trigger the creation of any Encumbrance affecting any of the Assets; and (ivv) the Company has not given to or received from any other Person, at any time since the date of its formation, Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, possible or potential violation or breach Breach of, or default under, any ContractContract being assigned to or assumed by Buyer. (de) There are no renegotiations of, attempts to renegotiate, renegotiate or outstanding rights to renegotiate any material amounts paid or payable to the Company under current or completed any Contracts with any Person and, having the contractual or statutory right to the Knowledge of Sellers demand or require such renegotiation and the Company, no such Person has made oral or written demand for such renegotiation. (f) Each Contract relating to the sale, design, manufacture or provision of products or services by Company has been entered into in the Ordinary Course of Business of Company and has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. (a) Section 3.14(a) On or before the Compliance Date, Company will provide Buyer with an accurate and complete list of, and accurate and complete copies of, each Company Contract. Said schedule will include a summary of all material terms of such Contracts, including the parties thereto, the amount of the Disclosure Letter contains a complete and accurate listremaining commitment of Company under the Contracts, and Sellers have delivered to Buyer true and complete copies, the location where the executed copies of each Applicable Contract whether for performance of services, delivery of goods or materials, capital expenditures or otherwise, which will be binding on the Company after the Closingsuch Contracts are located. (b) Except as set forth in Section 3.14 said schedule, Seller has no rights and is not subject to any obligations or liabilities under, any Contract that relates to the business of Company or any of the Disclosure Letter, each Assets of Company. (c) Except as set forth in said schedule: (i) Each Contract identified or required to be identified in Section 3.14 of the Disclosure Letter said schedule is in full force and effect and is valid and enforceable in accordance with its terms; (ii) To the Knowledge of Company and Seller, no Contract identified or required to be identified in said schedule will, upon completion or performance thereof, have a material adverse effect on the business, Assets or condition of Company. (cd) Except as set forth in Section 3.14 of the Disclosure Lettersaid schedule: (i) the Company is, and at all times since the date of its formation has been, in full compliance with all applicable terms and requirements of each Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is or was boundapplicable to it; (ii) each other Person that has or had any obligation or liability under any Company Contract under which the Company has or had any rights is, and at all times since the date of its formation has been, in full compliance with all applicable terms and requirements of such Contract; (iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, with or result in a violation or breach Breach of, or give the Company or any other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate, terminate or modify, any Applicable Company Contract; (iv) No event has occurred or circumstance exists under or by virtue of any Contract that (with or without notice or lapse of time) would trigger the creation of any Encumbrance affecting any of the Assets of Company; and (ivv) the The Company has not given to or received from any other Person, at any time since the date of its formation, Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, possible or potential violation or breach Breach of, or default under, any Contract.; (de) There are no renegotiations of, attempts to renegotiate, renegotiate or outstanding rights to renegotiate any material amounts paid or payable to the Company under current or completed any Contracts with any Person and, having the contractual or statutory right to the Knowledge of Sellers demand or require such renegotiation and the Company, no such Person has made oral or written demand for such renegotiation. (f) Each Contract relating to the sale, design, manufacture or provision of products or services by Company has been entered into in the Ordinary Course of Business of Company and has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. (a) Section 3.14(aSchedule 5.12 contains an accurate and complete list of, and the Company has delivered to the Purchaser accurate and complete copies of, each Contract (i) under which the Company has or may acquire any rights or benefits, (ii) under which the Company has or may become subject to any liability or (iii) by which the Company or any of the Disclosure Letter contains a complete and accurate list, and Sellers have delivered to Buyer true and complete copies, of each Applicable Contract whether for performance of services, delivery of goods assets owned or materials, capital expenditures or otherwise, which will be binding on used by the Company after the Closingis, or may become bound. (b) Neither Seller has any rights and is not subject to any liabilities under, any Contract that relates to the business of the Company or any of the assets. (c) Except as set forth in Section 3.14 of the Disclosure Letter, Schedule 5.12: (i) each Contract identified or required to be identified in Section 3.14 of the Disclosure Letter Schedule 5.12 is in full force and effect and is valid and enforceable in accordance with its terms.terms and will remain as such after the Closing notwithstanding the consummation of the sale of the Membership Interests to the Purchaser; and (c) Except as set forth in Section 3.14 of the Disclosure Letter: (iii) the Company is, and at all times since the date of its formation has been, in full compliance with all applicable terms and requirements of each Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is or was boundContract; (iiiii) each other Person person that has or had any obligation or liability under any Contract under which the Company has or had any rights is, and at all times since the date of its formation has been, in full compliance with all applicable terms and requirements of such Contract;; and (iiiiv) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, with or result in a violation or breach of, or give the Company or any other Person person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate, terminate or modify, any Applicable Contract; (v) no event has occurred or circumstance exists under or by virtue of any Contract that (with or without notice or lapse of time) would trigger the creation of any Encumbrance affecting any of the assets of the Company; and (ivvi) the Company has not given to or received from any other Person, at any time since the date of its formation, person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, possible or potential violation or breach of, or default under, any Contract. (de) There are no renegotiations of, attempts to renegotiate, renegotiate or outstanding rights to renegotiate any amounts paid or payable to the Company under current or completed any Contracts with any Person and, person having the contractual or statutory right to the Knowledge of Sellers demand or require such renegotiation and the Company, no such Person person has made oral or written demand for such renegotiation. (f) Each Contract has been entered into in the ordinary course of business of the Company and has been entered into without the commission of any act alone or in concert with any other person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. (a) Section 3.14(a) of the Disclosure Letter contains a complete and accurate list, and Sellers have delivered to Buyer true and complete copies, of each Applicable Contract whether for performance of services, delivery of goods or materials, capital expenditures or otherwise, which will be binding on the Company after the Closing. (b) A. Except as set forth in Section 3.14 SCHEDULE 3.17(A) of the Disclosure LetterSchedule: (i) Other than as set forth or provided for on the Financial Statements, each the Company has not or may not acquire any rights under, and the Company has not or may not become subject to any obligation or liability under, any Contract identified under which the Company is obligated to make payments totaling, or required services having a value equal to, $5,000 or more ; and (ii) To the Knowledge of Seller, no officer, director, agent, employee, consultant, or contractor of the Company is bound by any Contract that purports to be identified limit the ability of such officer, director, agent, employee, consultant, or contractor to (1) engage in Section 3.14 or continue any conduct, activity, or practice relating to the business of the Company or (2) assign to the Company or to any other Person any rights to any invention, improvement, or discovery. B. Except as set forth in SCHEDULE 3.17(B) of the Disclosure Letter Schedule, each material Contract is in full force and effect and is valid and enforceable in accordance with its terms. (c) C. Except as set forth in Section 3.14 SCHEDULE 3.17(C) of the Disclosure LetterSchedule: (i) the The Company is, and at all times since the date of its formation February 26, 1999, has been, in full compliance with all applicable terms and requirements of each Contract under which the Company such Seller has or had any obligation or liability or by which the Company such Seller or any of the assets owned or used by the Company is or was bound; (ii) each Each other Person that has or had any obligation or liability under any Contract under which the Company has or had any rights is, and at all times since the date of its formation February 26, 1999, has been, in full compliance with all applicable terms and requirements of such Contract; (iii) no No event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give the Company Seller 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 Applicable Contract; and (iv) the Company Seller has not given to or received from any other Person, at any time since the date of its formationFebruary 26, 1999, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract. (d) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any amounts paid or payable to the Company under current or completed Contracts with any Person and, to the Knowledge of Sellers and the Company, no such Person has made written demand for such renegotiation.

Contracts; No Defaults. (a) Section 3.14(a) of Except as set forth in Schedule 3.18(a), Seller is not a party to any material Contract other than the Disclosure Letter contains a complete and accurate list, and Sellers have Assigned Contracts. Seller has delivered to Buyer a true and complete copies, correct copy of each Applicable Assigned Contract whether for performance of services, delivery of goods or materials, capital expenditures or otherwise, which will be binding and each Contract listed on the Company after the ClosingSchedule 3.18(a). (b) Except as set forth in Section 3.14 Schedule 3.18(b) the Stockholder has no rights under, and will not become subject to, any obligation or liability under any Contract that relates to the Business or any of the Disclosure Letter, Acquired Assets. (c) Except as set forth in Schedule 3.18(c): (i) each Assigned Contract identified or required to be identified in Section 3.14 of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms; (ii) each Assigned Contract is assignable by Seller to Buyer without the Consent of any other Person; and (iii) no Assigned Contract will, upon completion or performance thereof, have a Company Material Adverse Effect on the Business or the Assets. (cd) Except as set forth in Section 3.14 of the Disclosure Letter: Further: (i) the Company Seller is, and at all times since the date of its formation has been, in full material compliance with all applicable terms and requirements of each Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is or was bound; Assigned Contract; (ii) each other Person that has or had any obligation or liability under any Assigned Contract under which the Company has or had any rights is, and at all times since the date of its formation has been, in full material compliance with all applicable terms and requirements of such Contract; ; (iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, with or result in a violation or breach Breach of, or give the Company Seller or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate, terminate or modify, any Applicable Assigned Contract; and (iv) no event has occurred or circumstance exists under or by virtue of any contract to which Seller is a party (whether or not it is an Assigned Contract) that (with or without notice or lapse of time) would cause the Company creation of any Encumbrance affecting any of the Assets; and (v) Seller has not given to or received from any other Person, at any time since the date of its formation, Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, possible or potential violation or breach Breach of, or default under, any Assigned Contract. (de) There are no renegotiations of, attempts to renegotiate, renegotiate or outstanding rights to renegotiate any amounts paid or payable to the Company under current or completed Contracts with any Person and, to the Knowledge of Sellers Assigned Contract and the Company, no such Person has made written the contractual or statutory right to demand for or require such renegotiationrenegotiation that would cause a Company Material Adverse Effect.

Contracts; No Defaults. (a) Section 3.14(a) of the Disclosure Letter contains a complete and accurate list, and Sellers have delivered Seller has made available to Buyer true and complete copies, copies of each Applicable Contract whether for performance of services, delivery of goods or materials, capital expenditures or otherwise, which will be binding on the Company after the Closing.Contracts referred to in Section 3.6; (b) Except as set forth in Section 3.14 of the Disclosure LetterEXHIBIT 3.15(b) hereof, with respect to each --------------- Contract identified or required referred to be identified in Section 3.14 of the Disclosure Letter 3.6: (i) such Contract is in full force and effect and is valid and enforceable in accordance with its terms.; (c) Except as set forth in Section 3.14 of the Disclosure Letter: (iii) the Company is, and at all times since the later of 1996 or the Contract's date of its formation inception, has been, in full compliance with all applicable terms and requirements of each such Contract under which except where the Company failure to be in substantial compliance has or not had any obligation or liability or by which and would not reasonably be expected to have a Material Adverse Effect on the Company or any of the assets owned or used by the Company is or was boundCompany; (iiiii) each other Person that has or had any obligation or liability under any such Contract under which the Company has or had any rights is, and at all times since the later of 1996 or the Contract's date of its formation inception, has been, in full substantial compliance with all applicable terms and requirements of such ContractContract except where the failure to be in substantial compliance has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; (iiiiv) no event has occurred or circumstance exists (including without limitation, the Contemplated Transaction) that (with or without notice or lapse of time) may 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 Applicable Contract; andsuch Contract except for any such event, the occurrence of which would not have a Material Adverse Effect on the Company; (ivv) neither the Company nor the Parent Entity has not given to or received from any other Person, at any time since the later of 1996 or the Contract's date of its formationinception, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach by the Company of, or default underby the Company under such Contract except for any such violation, any Contract.breach or default that would not have a Material Adverse Effect on the Company; (dvi) There to the best knowledge of the Parent Entity and the Company, there are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the Company under current or completed such Contracts with any Person (and, to the Knowledge of Sellers and the Company, no such Person has made written demand for such renegotiation) where the effect of such renegotiation would have a material adverse effect on the Company or its operations; (vii) such Contracts constitute the sole and entire agreement among the parties thereto with respect to the subject matter thereof, and there are no other enforceable agreements among the parties which in any way pertain to or otherwise affect such Contracts.

Contracts; No Defaults. (a) Section 3.14(a3.16(a) of the Disclosure Letter Schedule contains a complete and accurate list, and Sellers have the Company has delivered or made available to Buyer true and complete copies, of each Applicable Contract whether for performance of services, delivery of goods or materials, capital expenditures or otherwise, to which will be binding on the Company after is a party or otherwise bound. SSA is not a party to any Contract other than the ClosingSSA Organizational Documents, the Contribution Agreement, the Operating Agreement and Post-Closing Cross Indemnification and Adjustment Agreement (as amended in accordance with Section 2.4(a)(viii) above). (b) Except as set forth in Section 3.14 3.16(b) of the Disclosure LetterSchedule, each Contract identified or required to be identified in Section 3.14 of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms, except as the enforceability thereof may be limited by: (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally; or (ii) applicable equitable principles (whether considered in a proceeding at law or in equity). (c) Except as set forth in Section 3.14 3.16(c) of the Disclosure LetterSchedule: (i) the Company is, is in compliance and at all times since the date of its formation the respective Contract has beencomplied in all material respects, in full compliance with with: (A) all applicable terms and requirements of each Contract under which the Company has or had any obligation or liability or by which the Company or any of the its assets owned or used by the Company is or was bound; and (B) all requirements for all Legal Requirements pertaining to each Contract; (ii) any representations and certifications executed, acknowledged or set forth in or pertaining to each Contract were complete and correct in all material respects as of their effective date; (iii) to the Knowledge of Sellers and the Company, each other Person that has or had any obligation or liability under any Contract under which the Company has or had any rights isis in compliance, and at all times since the date inception of its formation such contract has beencomplied in all material respects, in full compliance with all applicable terms and requirements of such Contract; (iiiiv) to the Knowledge of Sellers and the Company, no event has occurred or circumstance exists that (with or without notice or lapse of time) may 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 Applicable Contract; and; (ivv) since the date of the respective Contract, the Company has not given to or received from any other Person, at any time since the date of its formation, any written or oral notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract; and (vi) since the date of the respective Material Contract, the Company has not given to or received from any other Person, any written notice or other communication regarding any termination, cancellation or non-renewal of any Material Contract. (d) There there are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the Company under current or completed Contracts with any Person and, to the Knowledge of Sellers and the Company, no such Person has made written demand for such renegotiation.

Contracts; No Defaults. (a) Section 3.14(a) On or before the Compliance Date, Company will provide Buyer with an accurate and complete list of, and accurate and complete copies of, each Company Contract. Said schedule will include a summary of all material terms of such Contracts, including the parties thereto, the amount of the Disclosure Letter contains a complete and accurate listremaining commitment of Company under the Contracts, and Sellers have delivered to Buyer true and complete copies, the location where the executed copies of each Applicable Contract whether for performance of services, delivery of goods or materials, capital expenditures or otherwise, which will be binding on the Company after the Closingsuch Contracts are located. (b) Except as set forth in Section 3.14 said schedule, Seller has no rights and is not subject to any obligations or liabilities under, any Contract that relates to the business of Company or any of the Disclosure Letter, Assets of Company . (c) Except as set forth in said schedule: (i) each Contract identified or required to be identified in Section 3.14 of the Disclosure Letter said schedule is in full force and effect and is valid and enforceable in accordance with its terms; (ii) to the Knowledge of Company and Seller, no Contract identified or required to be identified in said schedule will, upon completion or performance thereof, have a material adverse effect on the business, Assets or condition of Company . (cd) Except as set forth in Section 3.14 of the Disclosure Lettersaid schedule: (i) the Company is, and at all times since the date of its formation has have been, in full compliance with all applicable terms and requirements of each Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is or was boundapplicable to it; (ii) each other Person that has or had any obligation or liability under any Company Contract under which the Company has or had any rights is, and at all times since the date of its formation has been, in full compliance with all applicable terms and requirements of such Contract; (iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, with or result in a violation or breach Breach of, or give the Company or any other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate, terminate or modify, any Applicable Company Contract Contract; (iv) no event has occurred or circumstance exists under or by virtue of any Contract that (with or without notice or lapse of time) would trigger the creation of any Encumbrance affecting any of the Assets of Company ; and (ivv) the The Company has not given to or received from any other Person, at any time since the date of its formation, Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, possible or potential violation or breach Breach of, or default under, any Contract.; (de) There are no renegotiations of, attempts to renegotiate, renegotiate or outstanding rights to renegotiate any material amounts paid or payable to the Company under current or completed any Contracts with any Person and, having the contractual or statutory right to the Knowledge of Sellers demand or require such renegotiation and the Company, no such Person has made oral or written demand for such renegotiation. (f) Each Contract relating to the sale, design, manufacture or provision of products or services by Company has been entered into in the Ordinary Course of Business of Company and has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. (a) Section 3.14(aSchedule 3.17(a) contains an accurate and complete list of the Disclosure Letter contains a complete each Seller Contract not otherwise set forth on Schedule 3.6(b) and accurate list, and Sellers have Schedule 3.20(b). Seller has delivered to Buyer accurate and complete copies of each written Seller Contract, and has provided Buyer with a true and complete copies, accurate description of each Applicable Contract whether for performance of services, delivery of goods or materials, capital expenditures or otherwise, which will be binding on the Company after the Closingoral Seller Contract. (b) Except as set forth in Section 3.14 of the Disclosure Letter, on Schedule 3.17(b) (excluding Seller Leases): (i) each Seller Contract identified or required to be identified in Section 3.14 of the Disclosure Letter is valid and binding and in full force and effect and is valid and enforceable in accordance with its terms. (c) Except as set forth in Section 3.14 of the Disclosure Letter: (i) the Company is, and at all times since the date of its formation has been, in full compliance with all applicable terms and requirements of each Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is or was boundeffect; (ii) each neither Seller nor, to the Knowledge of Seller, any other Person that party to any Seller Contract, is or has or had any obligation or liability been in default under any Contract under which Seller Contract, the Company has or had any rights is, and at all times since the date of its formation has been, in full compliance with all applicable terms and requirements result of such Contractdefault which would reasonably be expected to result in a material adverse effect on the financial condition of the Procuren Operations or the Assets as a whole or the operation of any of the Facilities individually; (iii) no event has occurred or circumstance exists that (which with or without the giving of notice or lapse passage of time) may contravene, conflict with, time or both would constitute a default under any Seller Contract which would reasonably be expected to result in a violation material adverse effect on the financial condition of the Procuren Operations or breach of, the Assets as a whole or give the Company or other Person operation of any of 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 Applicable ContractFacilities individually; and (iv) to the Company Knowledge of Seller, no Person has not given failed to comply with any obligation under any Seller Contract which would materially adversely affect, either individually or received from any together with other Persondefaults, at any time since the date financial condition of its formation, any notice the Procuren Operations or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.the Assets; (dc) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the Company Seller under current or completed Seller Contracts with any Person and, to the Knowledge of Sellers and the CompanySeller, no such Person has made written demand for such renegotiation.

Contracts; No Defaults. (a) Section 3.14(a) of the Disclosure Letter 3.5.1 Exhibit 3.5 to this Agreement contains a complete and accurate list, with reasonably complete details, including the parties and the amount of the remaining commitment of the Company, and Sellers have delivered to Buyer true and complete copies, of (i) each Applicable Contract whether for performance of services, delivery of goods or materials, capital expenditures or otherwise, which will be binding on that is material to the Company after or the Closingconduct of the Company's business, or pursuant to which the Company has obtained any of its equipment or assets, and (ii) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. (b) 3.5.2 Except as set forth in Section 3.14 Exhibit 3.5 to this Agreement: (i) no Seller (and no Related Person of any Seller) has or may acquire any rights under, and no Seller has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the Disclosure Letterassets owned or used by, the Company; (ii) no officer, director, agent, employee, consultant, or contractor of the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery; (iii) each Contract identified or required to be identified in Section 3.14 of the Disclosure Letter Exhibit 3.5 to this Agreement is in full force and effect and is valid and enforceable in accordance with its terms.; (c) Except as set forth in Section 3.14 of the Disclosure Letter: (iiv) the Company is, and at all times since the date of its formation has been, in full compliance with all applicable terms and requirements of each Contract under which the Company it has or had any obligation or liability or by which the Company it or any of the assets owned or used by the Company it is or was bound; (iiv) each other Person that has or had any obligation or liability under any Contract under which the Company has or had any rights is, and at all times since the date of its formation has been, in full compliance with all applicable terms and requirements of such Contract; (iiivi) no event has occurred or circumstance exists that (with or without notice or lapse of time) may 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 Applicable Contract; and (ivvii) the Company has not given to or received from any other Person, at any time since the date of its formation, Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract. (d) 3.5.3 There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the Company under current or completed Contracts with any Person and, to the Knowledge of Sellers and the Company, no such Person has made written demand for such renegotiation. 3.5.4 The Contracts relating to the sale, design, manufacture, or provision of products or services by the Company have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. (a) Section 3.14(a) of the Disclosure Letter contains a complete and accurate list, and Sellers have delivered to Buyer true and complete copies, of each Applicable Contract whether for performance of services, delivery of goods or materials, capital expenditures or otherwise, which will be binding on the Company after the Closing. (b) A. Except as set forth in Section 3.14 Schedule 3.17(A) of the Disclosure Letter---------------- Schedule: (i) Other than as set forth or provided for on the Financial Statements, each the Company has not or may not acquire any rights under, and the Company has not or may not become subject to any obligation or liability under, any Contract identified under which the Company is obligated to make payments totaling, or required services having a value equal to, $5,000 or more ; and (ii) To the Knowledge of Seller, no officer, director, agent, employee, consultant, or contractor of the Company is bound by any Contract that purports to be identified limit the ability of such officer, director, agent, employee, consultant, or contractor to (1) engage in Section 3.14 or continue any conduct, activity, or practice relating to the business of the Company or (2) assign to the Company or to any other Person any rights to any invention, improvement, or discovery. B. Except as set forth in Schedule 3.17(B) of the Disclosure Letter ----------------- Schedule, each material Contract is in full force and effect and is valid and enforceable in accordance with its terms. (c) C. Except as set forth in Section 3.14 Schedule 3.17(C) of the Disclosure Letter---------------- Schedule: (i) the The Company is, and at all times since the date of its formation January, 1996, has been, in full compliance with all applicable terms and requirements of each Contract under which the Company such Seller has or had any obligation or liability or by which the Company such Seller or any of the assets owned or used by the Company is or was bound; (ii) each Each other Person that has or had any obligation or liability under any Contract under which the Company has or had any rights is, and at all times since the date of its formation January, 1996, has been, in full compliance with all applicable terms and requirements of such Contract; (iii) no No event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give the Company Seller 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 Applicable Contract; and (iv) the Company Seller has not given to or received from any other Person, at any time since the date of its formationJanuary, 1996, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract. (d) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any amounts paid or payable to the Company under current or completed Contracts with any Person and, to the Knowledge of Sellers and the Company, no such Person has made written demand for such renegotiation.

Contracts; No Defaults. (a) Section 3.14(a) of the Disclosure Letter contains a complete and accurate list, and Sellers have delivered Seller has made available to Buyer true and complete copies, copies of each Applicable Contract whether for performance of services, delivery of goods or materials, capital expenditures or otherwise, which will be binding on the Company after the Closing.Contracts referred to in Section 3.6; (b) Except as set forth in Section 3.14 of the Disclosure LetterExhibit 3.15(b) hereof, with respect to --------------- each Contract identified or required referred to be identified in Section 3.14 of the Disclosure Letter 3.6: (i) such Contract is in full force and effect and is valid and enforceable in accordance with its terms.; (c) Except as set forth in Section 3.14 of the Disclosure Letter: (iii) the Company is, and at all times since the later of 1996 or the Contract's date of its formation inception, has been, in full compliance with all applicable terms and requirements of each such Contract under which except where the Company failure to be in substantial compliance has or not had any obligation or liability or by which and would not reasonably be expected to have a Material Adverse Effect on the Company or any of the assets owned or used by the Company is or was boundCompany; (iiiii) each other Person that has or had any obligation or liability under any such Contract under which the Company has or had any rights is, and at all times since the later of 1996 or the Contract's date of its formation inception, has been, in full substantial compliance with all applicable terms and requirements of such ContractContract except where the failure to be in substantial compliance has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; (iiiiv) no event has occurred or circumstance exists (including without limitation, the Contemplated Transaction) that (with or without notice or lapse of time) may 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 Applicable Contract; andsuch Contract except for any such event, the occurrence of which would not have a Material Adverse Effect on the Company; (ivv) neither the Company nor the Parent Entity has not given to or received from any other Person, at any time since the later of 1996 or the Contract's date of its formationinception, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach by the Company of, or default underby the Company under such Contract except for any such violation, any Contract.breach or default that would not have a Material Adverse Effect on the Company; (dvi) There to the best knowledge of the Parent Entity and the Company, there are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the Company under current or completed such Contracts with any Person (and, to the Knowledge of Sellers and the Company, no such Person has made written demand for such renegotiation) where the effect of such renegotiation would have a material adverse effect on the Company or its operations; (vii) such Contracts constitute the sole and entire agreement among the parties thereto with respect to the subject matter thereof, and there are no other enforceable agreements among the parties which in any way pertain to or otherwise affect such Contracts.

Contracts; No Defaults. (a) Section 3.14(a) of the Disclosure Letter contains a complete and accurate list, and Sellers have delivered to Buyer true and complete copiescopies (if applicable), of of: (i) each material Applicable Contract whether for that involves performance of services, services or delivery of goods or materials, capital materials by the Company; (ii) each material Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or otherwisereceipts; (iii) each lease, which will be binding rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property; and (iv) each Applicable Contract providing for payments to or by any Person based on the Company after the Closing.sales, purchases, or profits, other than direct payments for goods; (b) Except as set forth in Section 3.14 of the Disclosure Letterpreviously disclosed, each Contract identified or required to be identified in Section 3.14 of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms. (c) Except as set forth in Section 3.14 of the Disclosure Letterpreviously disclosed: (i) the Company is, and at all times since the date of its formation has been, is in full compliance with all applicable terms and requirements of each Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is or was bound; (ii) each other Person that has or had any obligation or liability under any Contract under which an the Company has or had any rights is, and at all times since the date of its formation has been, is in full compliance with all applicable terms and requirements of such Contract; (iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may 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 Applicable Contract; and (iv) the Company has not given to or received from any other Person, at any time since the date of its formation, Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract. (d) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the Company under current or completed Contracts with any Person and, to the Knowledge of Sellers and the Company, no such Person has made written demand for such renegotiation. (e) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Company have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.