Common use of Contractual and Other Obligations Clause in Contracts

Contractual and Other Obligations. Set forth in Exhibit B is a list and brief description of all (i) material contracts, agreements, licenses, leases, arrangements (written or oral) and other documents to which the Company is a party or by which the Company or any of the assets or properties of the Company is bound (including, in the case of loan agreements, a description of the amounts of any outstanding borrowings thereunder and the collateral, if any, for such borrowings); (ii) obligations and liabilities of the Company pursuant to uncompleted orders for the purchase of materials, supplies, equipment and services for the requirements of the Business with respect to which the remaining obligation of the Company is in excess of $5,000; and (iii) material contingent obligations and liabilities of the Company; all of the foregoing being hereinafter referred to as the "Contracts". Neither the Company nor, to the best of the knowledge of the Company and the Shareholder, any other party is in default in the performance of any covenant or condition under any Contract, except where such default would not have a Material Adverse Effect, and no claim of such a default has been made and no event has occurred which with the giving of notice or the lapse of time would constitute a default under any covenant or condition under any Contract. Except as set forth in Exhibit B, the Company is not a party to any Contract which would terminate or be materially adversely affected by consummation of the transactions contemplated by this Agreement. The Company is not a party to any Contract expected to be performed at a loss. Originals or true, correct and complete copies of all written Contracts have been provided to the Purchaser.

Contractual and Other Obligations. Set forth in Exhibit B II(M) is a list and brief description of all (i) material contracts, agreements, licenses, leases, arrangements (written or oral) and other documents to which either of the Company Companies is a party or by which either of the Company Companies, the Business or any of the assets or properties of either of the Company Companies is bound (including, in the case of loan agreements, a description of the amounts of any outstanding borrowings thereunder and the collateral, if any, for such borrowings); (ii) obligations and liabilities of either of the Company Companies pursuant to uncompleted orders for the purchase of materials, supplies, equipment and services for the requirements of the Business with respect to which the remaining obligation of either of the Company Companies is in excess of $5,0002,500; and (iii) material contingent obligations and liabilities of either of the CompanyCompanies; all of the foregoing being hereinafter referred to as the "Contracts". Neither of the Company Companies nor, to the best knowledge of each of the knowledge Companies and each of the Company and the ShareholderShareholders, any other party is in default in the performance of any covenant or condition under any ContractContract except for such defaults as are not reasonably likely to have, except where such default would not have either singly or in the aggregate, a Material Adverse EffectEffect and, to the best knowledge of each of the Companies and each of the Shareholders, no claim of such a default has been made and no event has occurred which with the giving of notice or the lapse of time would constitute a default under any covenant or condition under any ContractContract except for such defaults as are not reasonably likely to have, either singly or in the aggregate, a Material Adverse Effect. Except as set forth in Exhibit B, Neither of the Company Companies is not a party to any Contract which would terminate or be materially adversely affected by consummation of the transactions contemplated by this Agreement. The Company Neither of the Companies is not a party to any Contract expected to be performed at a loss. Originals or true, correct and complete copies of all written Contracts have been provided to the Purchaser.

Contractual and Other Obligations. Set forth in Exhibit B is a list and brief description of all (i) material contracts, agreements, licenses, leases, arrangements (written or oral) and other documents to which the Company TELAC is a party or by which TELAC, the Company Business or any of the assets or properties of the Company TELAC is bound (including, in the case of loan agreements, a description of the amounts of any outstanding borrowings thereunder bound; and the collateral, if any, for such borrowings); (ii) obligations and liabilities of the Company TELAC pursuant to uncompleted orders for the purchase of materials, supplies, equipment and services for the requirements of the Business with respect to which the remaining obligation of the Company TELAC is in excess of $5,000; and (iii) material contingent obligations and liabilities of the Company75,000; all of the foregoing being hereinafter referred to as the "Contracts". Neither the Company TELAC nor, to the best Knowledge of TELAC and each of the knowledge of the Company and the ShareholderShareholders, any other party is in default in the performance of any covenant or condition under any Contract, except where such default would not have a Material Adverse Effect, Contract and no claim of such a default has been made and no event has occurred on behalf of TELAC or, to the Knowledge of TELAC and each of the Shareholders, any other party, which with the giving of notice or the lapse of time would constitute a default under any covenant or condition under any Contract, except where such default would not have a Material Adverse Effect. Except as set forth otherwise disclosed in Exhibit Bthis Agreement, the Company TELAC is not a party to any Contract which would terminate or be materially adversely affected by consummation of the transactions contemplated by this Agreement. The Company is not a party to any Contract expected to be performed at a loss. Originals or true, correct and complete copies of all written Contracts have been provided to the PurchaserXxxxxx Partnerships.

Contractual and Other Obligations. Set forth in Exhibit B is a list and brief description of all (i) material contracts, agreements, licenses, leases, arrangements (written or oral) and other documents to which the Company is a party or by which the Company or any of the assets or properties of the Company Assets is bound (including, in the case of loan agreements, a description of the amounts of any outstanding borrowings thereunder and the collateral, if any, for such borrowings); (ii) obligations and liabilities of the Company pursuant to uncompleted orders for the purchase of materials, supplies, equipment and services for the requirements of the Business with respect to which the remaining obligation of the Company is in excess of $5,00025,000; and (iii) material contingent obligations and liabilities of the Company; all of the foregoing being hereinafter referred to as the "Contracts". Neither the Company nor, to the best of the knowledge of the Company and the Shareholder, any other party is in default in the performance of any covenant or condition under any Contract, except where such default would not have a Material Adverse Effect, Contract and no claim of such a default has been made and no event has occurred which with the giving of notice or the lapse of time would constitute a default under any covenant or condition under any Contract, except where such default would not have a Material Adverse Effect. Except as set forth in Exhibit B, the The Company is not a party to any Contract which would terminate or be materially adversely affected by consummation of the transactions contemplated by this Agreement. The Company is not a party to any Contract expected to be performed at a loss. Originals or true, correct and complete copies of all written Contracts have been provided to the Purchaser.

Contractual and Other Obligations. Set forth in Exhibit B Schedule 2.10 hereto is a list and brief description as of December 31, 1998 of all (ia) material contracts, agreements, licenses, leases, arrangements (written or oral) leases and other documents guarantees to which the Company any Group Member is a party or by which the Company any Group Member or any of their respective assets is bound, in any case with respect to which the assets or properties unperformed obligation of the Company applicable Group Member is bound (including, in excess of $100,000 in the case of loan agreements, a description of the amounts of any outstanding borrowings thereunder aggregate (excluding contracts and the collateral, if any, for such borrowings); agreements referred to in Section 2.11 or 2.12 hereof) and (iib) obligations and liabilities of the Company pursuant to uncompleted orders for the purchase by any Group Member of materials, supplies, equipment and services for the requirements of the Business its business, and all work-in-progress and open customer orders, in any case with respect to which the remaining unperformed obligation of the Company applicable Group Member is in excess of $5,000; and (iii) material contingent obligations and liabilities of 100,000 in the Companyaggregate; all of the foregoing required to be listed on Schedule 2.10 hereto being hereinafter collectively referred to as the "Contracts". Neither To the Company nor, to the best Knowledge of the knowledge of the Company and the ShareholderParent, neither any Group Member nor any other party to a Contract is in default in the performance of any covenant Contract nor done any act or condition under failed to do any Contractrequired act which would result in a default, except where such default would not have a Material Adverse Effect, and no claim written notice of such a default has been made received by any Group Member, the Seller or the Parent and no none of the Seller, the Parent or any Group Member has received written notice of an event has occurred the occurrence of which with the giving of notice or the lapse of time would constitute a default under any covenant or condition under any Contract, except in each case for any default which would not have a Material Adverse Effect. Except as set forth in Exhibit Bon Schedule 2.10 or Schedule 2.22 hereto, no consents are required (except for any such consents as shall have been obtained prior to the Company is not a party to Closing Date), and no event of default will occur, under any Contract which would terminate or be materially adversely affected by consummation as a result of the transactions contemplated by this Agreement. The Company is not a party to any Contract expected to be performed at a loss. Originals or true, correct sale and complete copies transfer of all written Contracts have been provided the Shares from the Seller to the Purchaser., and the change in control of the Company and the Group Members as a result of the sale and transfer of the Shares from the Seller to the Purchaser will not give any person or entity the right to renegotiate, change or void any terms of, or accelerate

Contractual and Other Obligations. Set forth in Exhibit B is a list and brief description of all (i) material contracts, agreements, licenses, leases, arrangements (written or oral) and other documents to which the Company is a party or by which the Company or any of the assets or properties of the Company Assets is bound (including, in the case of loan agreements, a description of the amounts of any outstanding borrowings thereunder and the collateral, if any, for such borrowings); (ii) obligations and liabilities of the Company pursuant to uncompleted orders for the purchase of materials, supplies, equipment and services for the requirements of the Business with respect to which the remaining obligation of the Company is in excess of $5,000; 10,000, and (iii) material contingent obligations and liabilities of the Company; all of the foregoing being hereinafter referred to as the "Contracts". Neither the Company nor, to the best of the knowledge of the Company and the Shareholder, nor any other party is in default in the performance of any covenant or condition under any Contract, except where such default would not have a Material Adverse Effect, and no claim of such a default has been made and no event has occurred which with the giving of notice or the lapse of time would constitute a default under any covenant or condition under any Contract. Except as set forth in Exhibit B, the The Company is not a party to any Contract which would terminate or be materially adversely affected by consummation of the transactions contemplated by this Agreement. The Company is not a party to any Contract expected to be performed at a loss. Originals or true, correct and complete copies of all written Contracts have been provided to the Purchaser.