Common use of Contractual and Other Obligations Clause in Contracts

Contractual and Other Obligations. Set forth in SCHEDULE 2.10 hereto is a list as of December 31, 1998 of all (a) contracts, agreements, leases and guarantees to which any Group Member is a party or by which any Group Member or any of their respective assets is bound, in any case with respect to which the unperformed obligation of the applicable Group Member is in excess of $100,000 in the aggregate (excluding contracts and agreements referred to in Section 2.11 or 2.12 hereof) and (b) uncompleted orders for the purchase by any Group Member of materials, supplies, equipment and services for the requirements of its business, and all work-in-progress and open customer orders, in any case with respect to which the unperformed obligation of the applicable Group Member is in excess of $100,000 in the aggregate; all of the foregoing required to be listed on SCHEDULE 2.10 hereto being hereinafter collectively referred to as the "Contracts". To the Knowledge of the Parent, neither any Group Member nor any other party to a Contract is in default in the performance of any Contract nor done any act or failed to do any required act which would result in a default, no written notice of such a default has been received by any Group Member, the Seller or the Parent and none of the Seller, the Parent or any Group Member has received written notice of an event 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 on 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 Closing Date), and no event of default will occur, under any Contract as a result of the sale and transfer of 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 any amounts under, any Contract, any Acquired-company Notes or any non-competition agreement or clause to which the Company and/or any Group Member is a party.

Contractual and Other Obligations. Set forth in SCHEDULE 2.10 hereto Exhibit II(M) is a list as of December 31, 1998 and brief description of all (ai) material contracts, agreements, leases licenses, leases, arrangements (written or oral) and guarantees other documents to which any Group Member either of the Companies is a party or by which any Group Member either of the Companies, the Business or any of their respective the assets of either of the Companies is boundbound (including, in any the case with respect to which the unperformed obligation of loan agreements, a description of the applicable Group Member is in excess amounts of $100,000 in any outstanding borrowings thereunder and the aggregate collateral, if any, for such borrowings); (excluding contracts ii) obligations and agreements referred liabilities of either of the Companies pursuant to in Section 2.11 or 2.12 hereof) and (b) uncompleted orders for the purchase by any Group Member of materials, supplies, equipment and services for the requirements of its business, and all work-in-progress and open customer orders, in any case the Business with respect to which the unperformed remaining obligation of either of the applicable Group Member Companies is in excess of $100,000 in 2,500; and (iii) material contingent obligations and liabilities of either of the aggregateCompanies; all of the foregoing required to be listed on SCHEDULE 2.10 hereto being hereinafter collectively referred to as the "Contracts". To the Knowledge Neither of the ParentCompanies nor, neither any Group Member nor to the best knowledge of each of the Companies and each of the Shareholders, any other party to a Contract is in default in the performance of any covenant or condition under any Contract nor done any act except for such defaults as are not reasonably likely to have, either singly or failed in the aggregate, a Material Adverse Effect and, to do any required act which would result in a defaultthe best knowledge of each of the Companies and each of the Shareholders, no written notice claim of such a default has been received by any Group Member, the Seller or the Parent made and none of the Seller, the Parent or any Group Member no event has received written notice of an event the occurrence of 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, except either singly or in each case for any default which would not have the aggregate, a Material Adverse Effect. Except as set forth on SCHEDULE 2.10 Neither of the Companies is a party to any Contract which would terminate or SCHEDULE 2.22 heretobe materially adversely affected by consummation of the transactions contemplated by this Agreement. Neither of the Companies is a party to any Contract expected to be performed at a loss. Originals or true, no consents are required (except for any such consents as shall correct and complete copies of all written Contracts have been obtained prior to the Closing Date), and no event of default will occur, under any Contract as a result of the sale and transfer of the Shares from the Seller provided 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 any amounts under, any Contract, any Acquired-company Notes or any non-competition agreement or clause to which the Company and/or any Group Member is a party.

Contractual and Other Obligations. Set forth of any party thereto are in SCHEDULE 2.10 hereto is a list as excess of December 31, 1998 of all (a$2,500) contracts, agreements, leases licenses, leases, arrangements (written or oral) and guarantees other documents to which any Group Member the Partnership, Penn Dental, Talus or Mehlxxx, xx the conduct of the Business, is a party or by which any Group Member or any the Partnership, Penn Dental, Talus and Mehlxxx, xx the conduct of their respective assets is boundthe Business, are bound (including, in any the case with respect to which the unperformed obligation of loan agreements, a description of the applicable Group Member is in excess amounts of $100,000 in any outstanding borrowings thereunder and the aggregate collateral, if any, for such borrowings); (excluding contracts ii) obligations and agreements referred liabilities of the Business pursuant to in Section 2.11 or 2.12 hereof) and (b) uncompleted orders for the purchase by any Group Member of materials, supplies, equipment and services for the requirements of its business, and all work-in-progress and open customer orders, in any case the Business with respect to which the unperformed remaining obligation of the applicable Group Member Business is in excess of $100,000 in 2,500; and (iii) material contingent obligations and liabilities of the aggregatePartnership, Penn Dental, Talus and Mehlxxx, xx the conduct of the Business; all of the foregoing required to be listed on SCHEDULE 2.10 hereto being hereinafter collectively referred to as the "Contracts". To the Knowledge ." None of the ParentPartnership, neither any Group Member nor any Penn Dental, the Business, Talus or Mehlxxx, xxr, to the best of the knowledge of the Company, Penn Dental, Talus or Mehlxxx, xxy other party to a Contract is in default in the performance of any covenant or condition under any Contract nor done any act or failed to do any required act which would result in a default, and no written notice claim of such a default has been received by any Group Member, the Seller or the Parent made and none of the Seller, the Parent or any Group Member no event has received written notice of an event the occurrence of occurred which with the giving of notice or the lapse of time would constitute a material default under any covenant or condition under any Contract. None of the Partnership, Penn Dental, Talus or Mehlxxx, xx the conduct of the Business, is a party to any Contract which would terminate or be materially adversely affected by the consummation of the transactions contemplated by this Agreement, except in each case for any default which would not have a Material Adverse Effect. Except as the failure to obtain the necessary consents to assignment set forth on SCHEDULE 2.10 in Exhibit C. None of the Partnership, Penn Dental, Talus or SCHEDULE 2.22 heretoMehlxxx, no consents are required (except for xx the conduct of the Business, is a party to any such consents as shall Contract expected to be performed at a material loss. Originals or true, correct and complete copies of all written Contracts have been obtained prior to the Closing Date), and no event of default will occur, under any Contract as a result of the sale and transfer of the Shares from the Seller provided 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 any amounts under, any Contract, any Acquired-company Notes or any non-competition agreement or clause to which the Company and/or any Group Member is a party.

Contractual and Other Obligations. Set forth in SCHEDULE Schedule 2.10 hereto is a list as of December 31, 1998 of all (a) contracts, agreements, leases and guarantees to which any Group Member is a party or by which any Group Member or any of their respective assets is bound, in any case with respect to which the unperformed obligation of the applicable Group Member is in excess of $100,000 in the aggregate (excluding contracts and agreements referred to in Section 2.11 or 2.12 hereof) and (b) uncompleted orders for the purchase by any Group Member of materials, supplies, equipment and services for the requirements of its business, and all work-in-progress and open customer orders, in any case with respect to which the unperformed obligation of the applicable Group Member is in excess of $100,000 in the aggregate; all of the foregoing required to be listed on SCHEDULE Schedule 2.10 hereto being hereinafter collectively referred to as the "Contracts". To the Knowledge of the Parent, neither any Group Member nor any other party to a Contract is in default in the performance of any Contract nor done any act or failed to do any required act which would result in a default, no written notice of such a default has been received by any Group Member, the Seller or the Parent and none of the Seller, the Parent or any Group Member has received written notice of an event 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 on SCHEDULE Schedule 2.10 or SCHEDULE Schedule 2.22 hereto, no consents are required (except for any such consents as shall have been obtained prior to the Closing Date), and no event of default will occur, under any Contract as a result of the sale and transfer of 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 any amounts under, any Contract, any Acquired-company Notes or any non-competition agreement or clause to which the Company and/or any Group Member is a party.accelerate