Common use of Contractual and Other Obligations Clause in Contracts

Contractual and Other Obligations. Section 3.10 of the Company --------------------------------- Disclosure Schedule sets forth a true and complete list, as of the date hereof, and the Company has delivered to Parent a complete and correct copy of each of the following to which the Company or any Company Subsidiary is a party: (i) each agreement for the provision of professional employer services to the ten largest subscribers based on the number of covered employees and all other material agreements and contracts to which the Company or any Company Subsidiary is a party, (ii) all non-competition agreements or any other agreements or obligations which purport to limit in any material respect the manner in which, or the localities in which, the business of the Company or any of the Company Subsidiaries may be conducted, (iii) all agreements, arrangements or understandings with any director, officer or Affiliate that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act, including all agreements with Ultimate Parent or any of its other direct or indirect subsidiaries whether or not required to be disclosed under Item 404, (iv) all voting or other agreements governing how any Shares shall be voted, (v) all acquisition, merger, asset purchase or sale agreements pursuant to which the Company acquired any of the Company Subsidiaries or any other company, operation or business (the "Acquisition Agreements"), (vi) all contracts or other agreements which would prohibit or materially delay the consummation of the Merger or any of the Transactions, (vii) all contracts or other agreements evidencing or relating to indebtedness for money borrowed by the Company or any Company Subsidiary, (viii) all contracts or other agreements not entered into in the ordinary course of business involving an amount in excess of $250,000, (ix) all material licenses, sublicenses, contracts or other agreements to which the Company or any Company Subsidiary is a party and pursuant to which any person or entity is authorized to use any Company Intellectual Property or pursuant to which the Company or any Company Subsidiary is authorized to use the Intellectual Property of another person or entity, and (x) all employment or severance contracts or agreements with officers or key employees of the Company and each Company Subsidiary and all agreements or arrangements that provide for any payment by the Company or any Company Subsidiary upon a change of control (all contracts of the type described in clauses (i) - (x) whether existing as of the date hereof or entered into at any time between the date hereof and the Closing being referred to herein as "Company Material Contracts"). Each Company Material Contract is valid and binding on the Company (or, to the extent a Company Subsidiary is a party, such Company Subsidiary) and is in full force and effect, and the Company and Company Subsidiary have performed in all material respects all obligations required to be performed by them to date under each Company Material Contract. Neither the Company nor any Company Subsidiary knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Company Material Contract by either the Company or a Company Subsidiary, as the case may be, or any other party to a Company Material Contract, except for violations or defaults which would not, individually or in the aggregate, result in a Company Material Adverse Effect. Originals or true, correct and complete copies of all Company Material Contracts have been provided or made available to Parent. The Company has delivered to Parent the standard forms of agreement used by the Company and the Company Subsidiaries for the provision of professional employer services, and, except for the agreements entered into with Ultimate Parent, Hanger Orthopedic Group, Inc., and The Boston Financial Group Limited Partnership, each agreement entered into by the Company or a Company Subsidiary (during such time as it was a Company Subsidiary) with a subscriber for the provision of such services is substantially the same as one of the standard forms of agreement. The Company has sent a Notice of Termination to the shareholders of Unified Management Corporation and its affiliated corporations (collectively, "Unified") notifying Unified and the shareholders of Unified of the Company's termination of the Agreement of Purchase and Sale dated as of June 16, 1999 by and among Unified, the shareholders of Unified and the Company.

Contractual and Other Obligations. Section 3.10 Set forth in Schedule 2.13 attached hereto are a list and brief description of the Company --------------------------------- Disclosure all contracts, agreements, licenses, leases (other than those disclosed on Schedule sets forth a true 2.11 and complete listSchedule 2.14), as of the date hereofmortgages, binding arrangements (written or oral), and the Company has delivered to Parent a complete and correct copy of each of the following other documents to which the Acquired Company is a party or by which the Acquired Company or any Company Subsidiary is a partyof its respective assets or properties are or may be bound with respect to: (i) each agreement for the provision obligations of professional employer services to the ten largest subscribers based on the number any party thereto is in excess of covered employees and all other material agreements and contracts to which the Company or any Company Subsidiary is a party, $25,000; (ii) all non-competition agreements or any other agreements or obligations which purport to limit in any material respect the manner in which, or the localities in which, the business and liabilities of the Acquired Company or any in excess of $25,000 pursuant to uncompleted orders for the purchase by the Acquired Company Subsidiaries may be conductedof materials, supplies, equipment and services for the requirements of its business; (iii) any and all agreementswarranty or service obligations and liabilities of the Acquired Company, arrangements or understandings with any director, officer or Affiliate that would be and all other contingent obligations and liabilities required to be disclosed under Item 404 in accordance with GAAP, in each case if in excess of Regulation S-K under the Securities Act, including all agreements with Ultimate Parent or any of its other direct or indirect subsidiaries whether or not required to be disclosed under Item 404, $25,000; (iv) lease of real property at all voting locations, and the proprietors thereof, other than the principal place of business of the Acquired Company, at which any of the assets or other agreements governing how any Shares shall be voted, properties of the Acquired Company are located; (v) all acquisitioncontracts, mergeragreements, asset purchase arrangements (written or sale agreements pursuant to which oral), and other documents regulating or controlling or otherwise affecting the Company acquired any voting or disposition of the capital stock of the Acquired Company Subsidiaries or any affecting the management of the Acquired Company, other company, operation than its certificate of incorporation or business (the "Acquisition Agreements"), by-laws; (vi) all contracts contracts, agreements, binding arrangements (written or oral), licenses, and leases to which the Acquired Company is a party or to which the Stockholder is a party that is material to the Acquired Company in connection with its business (other agreements which would prohibit than those disclosed on Schedule 2.11 and Schedule 2.14), mortgages, binding arrangements (written or materially delay oral), and other documents that in any way purport to restrict the consummation Acquired Company's business or condition or limit the freedom of the Merger Acquired Company to engage in any line of business or to compete with any of the Transactions, person; (vii) all contracts or other agreements evidencing or relating powers of attorney that relate directly to indebtedness for money borrowed by the Acquired Company or any Company Subsidiary, and that are currently effective and outstanding; (viii) all contracts contracts, agreements, licenses, leases (other than those disclosed on Schedule 2.11 and Schedule 2.14), mortgages, binding arrangements (written or oral), and other agreements not entered into in documents that contain or provide for an express undertaking by the ordinary course of business involving an amount in excess of $250,000, Acquired Company to be responsible for consequential damages; (ix) all material other contracts, licenses, sublicensesagreements, contracts arrangements (written or other agreements to which the Company or any Company Subsidiary is a party and pursuant to which any person or entity is authorized to use any Company Intellectual Property or pursuant to which the Company or any Company Subsidiary is authorized to use the Intellectual Property of another person or entityoral), and (x) all employment or severance contracts or agreements with officers or key employees of the Company and each Company Subsidiary and all agreements or arrangements that provide for any payment by the Company or any Company Subsidiary upon a change of control (all contracts of the type described in clauses (i) - (x) whether existing as of the date hereof or entered into at any time between the date hereof and the Closing being referred to herein as "Company Material Contracts"). Each Company Material Contract is valid and binding on the Company (or, other documents which are material to the extent a Company Subsidiary is a party, such Company Subsidiary) and is in full force and effect, and the Company and Company Subsidiary have performed in all material respects all obligations required to be performed by them to date under each Company Material ContractAcquired Company's business or condition. Neither the Company nor any Company Subsidiary knows ofNo event has occurred, or has received notice ofis alleged to have occurred, any violation which constitutes or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage lapse of time or the giving of notice or both both, would result in such constitute a violation or default under) any Company Material Contract by either the Acquired Company or a basis for a claim of force majeure or other claim of excusable delay or non-performance by the Acquired Company Subsidiaryunder any of the foregoing (including those disclosed on Schedule 2.11 and Schedule 2.14). To the knowledge of the Stockholder and the Acquired Company, as no party with whom the case may beAcquired Company has a contract or agreement set forth in Schedules 2.11, or any other party to a Company Material Contract, except for violations or defaults which would not, individually or 2.13 and 2.14 is in default in the aggregate, result performance of any covenant or condition thereunder or has failed in performance thereunder by reason of a Company Material Adverse Effect. Originals claim of force majeure or true, correct and complete copies other claim of all Company Material Contracts have been provided excusable delay or made available to Parent. The Company has delivered to Parent the standard forms of agreement used by the Company and the Company Subsidiaries for the provision of professional employer services, and, except for the agreements entered into with Ultimate Parent, Hanger Orthopedic Group, Inc., and The Boston Financial Group Limited Partnership, each agreement entered into by the Company or a Company Subsidiary (during such time as it was a Company Subsidiary) with a subscriber for the provision of such services is substantially the same as one of the standard forms of agreement. The Company has sent a Notice of Termination to the shareholders of Unified Management Corporation and its affiliated corporations (collectively, "Unified") notifying Unified and the shareholders of Unified of the Company's termination of the Agreement of Purchase and Sale dated as of June 16, 1999 by and among Unified, the shareholders of Unified and the Companynon-performance thereunder.

Contractual and Other Obligations. (a) Section 3.10 3.11(a) of the Company --------------------------------- Disclosure Schedule sets forth a true and complete listforth, as of the date hereofof this Agreement, and the Company has delivered to Parent a complete and correct copy accurate list of each of the following Contract to which the Company or any Company Subsidiary is a party: (i) each agreement for the provision of professional employer services to the ten largest subscribers based on the number of covered employees and all other material agreements and contracts to which the Company or any Company Subsidiary is a party, (ii) all non-competition agreements or any other agreements or obligations which purport to limit in any material respect the manner in which, or the localities in which, the business of the Company or any of the Company Subsidiaries may be conducted, (iii) all agreements, arrangements or understandings with any director, officer or Affiliate that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act, including all agreements with Ultimate Parent or any of its other direct or indirect subsidiaries whether or not required to be disclosed under Item 404, (iv) all voting or other agreements governing how any Shares shall be voted, (v) all acquisition, merger, asset purchase or sale agreements pursuant to which the Company acquired any of the Company Subsidiaries or any other company, operation or business (the "Acquisition Agreements"), (vi) all contracts or other agreements which would prohibit or materially delay the consummation of the Merger or any of the Transactions, (vii) all contracts or other agreements evidencing or relating to indebtedness for money borrowed by the Company or any Company Subsidiary, (viii) all contracts or other agreements not entered into in the ordinary course of business involving an amount in excess of $250,000, (ix) all material licenses, sublicenses, contracts or other agreements to which the Company or any Company Subsidiary is a party and pursuant to which any person or entity is authorized to use any Company Intellectual Property or pursuant to which the Company or any Company Subsidiary is authorized to use the Intellectual Property of another person or entity, and (x) all employment or severance contracts or agreements with officers or key employees of the Company and each Company Subsidiary and all agreements or arrangements that provide for any payment by the Company or any Company Subsidiary upon a change of control (all contracts of the type described in clauses (i) - (x) whether existing as of the date hereof or entered into at any time between the date hereof and the Closing being referred to herein as "Company Material Contracts"). Each Company Material Contract is valid and binding on the Subject Company (or, to the extent a Company Subsidiary related to the Business, any of its Affiliates) is a partyparty or is bound, that fall within any of the following categories (each such Company SubsidiaryContract listed in Section 3.11(a) and is in full force and effect, and of the Company Disclosure Schedule or entered into after the date of this Agreement in accordance with this Agreement and Company Subsidiary have performed in all material respects all obligations that would be required to be performed by them so listed if entered into prior to the date under each Company of this Agreement, a “Material Contract. Neither ”); provided that the following categories shall exclude the Real Property Leases, Benefit Plans set forth in Section 3.13(a) of the Company nor Disclosure Schedule, Contracts between any Subject Company Subsidiary knows ofand any of its Affiliates (other than another Subject Company) which are terminated prior to the Closing in accordance with Section 5.11 and, except as set forth in clause (xi), the Contracts covered by Section 3.16: (i) each Contract with any of the twenty (20) largest (by dollar volume) customers of the Subject Companies for the twelve (12) month period ending December 31, 2015 (provided that any separate confidentiality agreements with such customers are not required to be so listed); (ii) each Contract with any of the twenty (20) largest (by dollar volume) vendors of the Subject Companies for the twelve (12) month period ending December 31, 2015 (provided that any separate confidentiality agreements with such vendors are not required to be so listed); (iii) each Contract which contemplates payment to or by any of the Subject Companies (or, in respect of the Business, any of their Affiliates) in excess of $2,000,000 on an annual basis; (iv) each Contract related to, providing for, evidencing or securing Indebtedness, in each case in excess of $1,000,000; (v) each Contract that limits or restricts (or purports to limit or restrict) in any material respect the ability of any Subject Company from competing in any business or in any geographic area or with any other Person; (vi) each Contract that involves the acquisition, sale or other disposition of any business, business unit or division, assets or capital stock or other equity interests of any Person (whether by merger, sale of stock, sale of assets or otherwise), in each case, (A) for which the consideration or commitments thereto after the Closing exceed $2,000,000 individually, other than purchases or sales of inventory in the ordinary course of business consistent with past practice, or has received notice of(B) under which the Subject Companies (or, in respect of the Business, any violation of their Affiliates) have an obligation after the Closing with respect to an “earn-out,” contingent purchase price or default under similar contingent payment obligation or indemnification obligations; (nor, to the knowledge vii) each Contract containing any future capital expenditure obligations of the CompanySubject Companies (or, does there exist in respect of the Business, any condition which with the passage of time or the giving of notice or both would result in such a violation or default undertheir Affiliates) any Company Material Contract by either the Company or a Company Subsidiary, as the case may be, or any other party to a Company Material Contract, except for violations or defaults which would not, individually reasonably be expected to exceed $1,000,000 in any single year or $2,000,000 in the aggregate; (viii) each Contract containing any “most favored nation” or “right of first refusal” provision or minimum purchase obligations of the Subject Companies (or, result in respect of the Business, any of their Affiliates) (including “take or pay” obligations or minimum volume commitments); (ix) each Contract establishing or governing any partnership, joint venture, joint development agreement or similar agreement; (x) each Contract that is a Company Material Adverse Effect. Originals lease of personal property providing for annual rental payments in excess of $1,000,000; (xi) each Contract that is required to be set forth in Section 3.16(c) or true, correct and complete copies 3.16(d) of all Company Material Contracts have been provided or made available to Parent. The Company has delivered to Parent the standard forms of agreement used by the Company Disclosure Schedule; and the Company Subsidiaries for the provision of professional employer services, and, except for the agreements entered into with Ultimate Parent, Hanger Orthopedic Group, Inc., and The Boston Financial Group Limited Partnership, (xii) each agreement Contract entered into by the Company or a Company Subsidiary (during such time as it was a Company Subsidiary) with a subscriber for the provision of such services is substantially the same as one any of the standard forms of agreement. The Company has sent a Notice of Termination to the shareholders of Unified Management Corporation and its affiliated corporations (collectively, "Unified") notifying Unified and the shareholders of Unified Subject Companies outside of the Company's termination ordinary course of the Agreement of Purchase and Sale dated as of June 16, 1999 by and among Unified, the shareholders of Unified and the Companybusiness.

Contractual and Other Obligations. Section 3.10 Set forth in the Asset Schedule are a list and brief description of all (a) Real Property Leases to which any Company or any of the Company --------------------------------- Disclosure Schedule sets forth Subsidiary Partnerships is a true party; (b) all contracts, agreements (including local marketing agreements and complete listjoint sales agreements), as licenses, leases, arrangements (written or oral) used or useful in the present or future operation of any of the date hereof, and the Purchased Radio Stations to which any Company has delivered to Parent a complete and correct copy of each or any of the following to Subsidiary Partnerships is a party or by which the Company or any Company of the Subsidiary is a party: (i) each agreement for the provision of professional employer services to the ten largest subscribers based on the number of covered employees and all other material agreements and contracts to which the Company Partnerships or any Company Subsidiary is a party, (ii) all non-competition agreements or any other agreements or obligations which purport to limit in any material respect of the manner in which, or the localities in which, the business assets of the Company or any of the Company Subsidiaries may be conductedSubsidiary Partnerships are bound (including, (iii) all in the case of loan agreements, arrangements or understandings with any director, officer or Affiliate that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act, including all agreements with Ultimate Parent or any of its other direct or indirect subsidiaries whether or not required to be disclosed under Item 404, (iv) all voting or other agreements governing how any Shares shall be voted, (v) all acquisition, merger, asset purchase or sale agreements pursuant to which the Company acquired any a description of the amounts of any outstanding borrowings thereunder and the collateral, if any, for such borrowings); (c) uncompleted orders for the purchase by any Company Subsidiaries or any other company, operation or business (the "Acquisition Agreements"), (vi) all contracts or other agreements which would prohibit or materially delay the consummation of the Merger or any of the TransactionsSubsidiary Partnerships of materials, (vii) all contracts or other agreements evidencing or relating to indebtedness supplies, equipment and services for money borrowed by the Company or any Company Subsidiary, (viii) all contracts or other agreements not entered into in the ordinary course of business involving an amount in excess of $250,000, (ix) all material licenses, sublicenses, contracts or other agreements to which the Company or any Company Subsidiary is a party and pursuant to which any person or entity is authorized to use any Company Intellectual Property or pursuant to which the Company or any Company Subsidiary is authorized to use the Intellectual Property of another person or entity, and (x) all employment or severance contracts or agreements with officers or key employees requirements of the Company and each Company Subsidiary and all agreements or arrangements that provide for any payment by the Company or any Company Subsidiary upon a change of control (all contracts of the type described in clauses (i) - (x) whether Purchased Radio Stations existing as of the date hereof and with respect to which the remaining obligation of any Company or entered into at any time between of the Subsidiary Partnerships is in excess of $10,000; and (d) contingent contractual obligations and liabilities of any Company or any of the Subsidiary Partnerships existing as of the date hereof and (all of the Closing foregoing being hereinafter referred to herein as the "Company Material Contracts"). Each Company Material Contract is valid No Company, none of the Subsidiary Partnerships and binding on the Company (or, to the extent a Company Subsidiary is a partyKnowledge of Sellers, such Company Subsidiary) and no other party to any of the Contracts is in full force material default in the performance of any covenant or condition under any Contract and effect, no claim of such a default has been made and the Company and Company Subsidiary have performed in all material respects all obligations required to be performed by them to date under each Company Material Contract. Neither the Company nor any Company Subsidiary knows of, or no event has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition occurred which with the passage of time or the giving of notice or both the lapse of time would result in constitute such a violation default under any covenant or default under) condition under any Contract. No Company Material Contract by either and none of the Company or Subsidiary Partnerships is a Company Subsidiary, as the case may be, or any other party to a Company Material Contract, except for violations or defaults any Contract which would not, individually terminate or be materially adversely affected by the consummation of the transactions contemplated by this Agreement. All of the Contracts shall be in full force and effect at the aggregate, result in a Company Material Adverse EffectClosing. Originals or true, correct and complete copies of all Company Material of the Contracts included within the Purchased Assets have been provided or made available to Parent. The Company has delivered to Parent the standard forms of agreement used by the Company and the Company Subsidiaries for the provision of professional employer services, and, except for the agreements entered into with Ultimate Parent, Hanger Orthopedic Group, Inc., and The Boston Financial Group Limited Partnership, each agreement entered into by the Company or a Company Subsidiary (during such time Purchaser as it was a Company Subsidiary) with a subscriber for the provision of such services is substantially the same as one of the standard forms of agreement. The Company has sent a Notice of Termination to the shareholders of Unified Management Corporation and its affiliated corporations (collectively, "Unified") notifying Unified and the shareholders of Unified of the Company's termination of the Agreement of Purchase and Sale dated as of June 16, 1999 by and among Unified, the shareholders of Unified and the Companydate hereof.