Common use of Description of Material Contracts Clause in Contracts

Description of Material Contracts. SCHEDULE 4(L) contains a complete --------------------------------- and correct list as of the date hereof of all agreements, contracts and commitments, obligations and understandings which are not set forth in any other Schedule delivered hereunder, of the following types, written or, oral, to which the Acquired Company is a party, under which it has any rights or by which it or any of its properties is bound, as of the date hereof: (a) mortgages, indentures, security agreements and other agreements and instruments relating to the borrowing of money or extension of credit; (b) employment and consulting agreements with annual compensation in excess of $40,000; (c) collective bargaining agreements; (d) bonus, profit-sharing, compensation, stock option, pension, retirement, deferred compensation or other plans, agreements, trusts, funds or arrangements for the benefit of employees (whether or not legally binding); (e) sales agency, manufacturer's representative or distributorship agreements; (f) agreements, orders or commitments for the purchase by the Acquired Company of materials, supplies or finished products exceeding $5,000 in the aggregate from any one person; (g) agreements, orders or commitments for the sale by the Acquired Company of its products or services exceeding $5,000; (h) agreements or commitments for capital expenditures in excess of $5,000 for any single project (it being warranted that the commitment for all undisclosed contracts for such agreements or commitments does not exceed $5,000 in the aggregate); (i) agreements relating to research; (j) agreements relating to PVPA Certificates or licenses or other rights to use PVPA Certificates; (k) agreements relating to the payment of royalties; (l) seed purchase contracts or other contracts with growers; (m) brokerage or finder's agreements; (n) joint venture agreements; and (o) other agreements, contracts and commitments which individually or in the aggregate for any one party involve any expenditure by the Acquired Company of more than $5,000. The Acquired Company has made available to the Buyer complete and correct copies of all written agreements, contracts, commitments, obligations and undertakings, together with all amendments thereto, listed on the Schedules hereto, and such Schedules contain accurate descriptions of all oral agreements listed on such Schedules. All such agreements, contracts, commitments, obligations and undertakings are in full force and effect and, except as disclosed in SCHEDULE 4(L), all parties to, or otherwise bound by, such agreements, contracts, commitments, obligations and undertakings have performed all obligations required to be performed by them to date and the Acquired Company is not in default and no event, occurrence, condition or act exists which gives rise to (or which with notice or the lapse of time, or both, could result in) a default or right of cancellation, acceleration or loss of contractual benefits under, any such contract, agreement, commitment, obligation or undertaking. There has been no threatened cancellations thereof, and there are no outstanding disputes under any such contract, agreement, commitment, obligation or undertaking. Except as set forth in SCHEDULE 4(1), no consent of any party is required under any such contract, agreement, commitment, obligation or undertaking which would make such agreements not binding and in full force and effect as of the Closing Date. Any contracts, agreements, leases or commitments held in the name of any of the Sellers and set forth in the Schedules hereto shall be assigned to either the Buyer or the Acquired Company prior to the Closing Date. Except as otherwise set forth in SCHEDULE 4(L), each contract, lease, instrument and commitment required to be described in the Schedules hereto is, on the date hereof, and will be at the Closing, in full force and effect and is and will constitute a valid and binding obligation of the respective parties to such agreements, and there is not, under any such contract, lease, instrument or commitment, any existing default by any of the parties or any event that, with notice, lapse of time or both, would constitute a default by any of the parties in respect of which adequate steps have not been taken to cure such default or to prevent a default from occurring or continuing. Any contracts, leases or commitments held in the names of any of the Sellers and listed on the Schedules shall be assigned either to the Buyer or the Acquired Company prior to the Closing Date. No agreement, contract, commitment, obligation or undertaking listed on the Schedules hereto to which the Acquired Company is a party or by which it or any of its properties is bound, except as specifically set forth in SCHEDULE 4(L), contains any provision which materially adversely affects or in the future may (so far as the Sellers and the Acquired Company can reasonably now foresee) materially adversely affect the condition, properties, assets, liabilities, business, operations or prospects of the Acquired Company following the date hereof and upon the Closing Date. Furthermore, to the best of the Sellers' knowledge, the material suppliers, customers and clients of the Acquired Company will continue to supply and purchase from the Acquired Company after the Closing.

Description of Material Contracts. To the best of Sellers' knowledge, --------------------------------- SCHEDULE 4(L4(l) contains a complete --------------------------------- and correct list as of the date hereof of all agreements, contracts and commitments, obligations and understandings which are not set forth in any other Schedule delivered hereunder, of the following types, written or, oral, to which the Acquired Company Corporation is a party, under which it has any rights or by which it or any of its properties is bound, as of the date hereof: (a) mortgages, indentures, security agreements and other agreements and instruments relating to the borrowing of money or extension of credit; (b) employment and consulting agreements with annual compensation in excess of $40,000; (c) collective bargaining agreements; (d) bonus, profit-sharing, compensation, stock option, pension, retirement, deferred compensation or other plans, agreements, trusts, funds or arrangements for the benefit of employees (whether or not legally binding); (e) sales agency, manufacturer's representative or distributorship agreements; (f) agreements, orders or commitments for the purchase by the Acquired Company Corporation of materials, supplies or finished products exceeding $5,000 in the aggregate from any one person; (g) agreements, orders or commitments for the sale by the Acquired Company Corporation of its products or services exceeding $5,000; (h) agreements or commitments for capital expenditures in excess of $5,000 for any single project (it being warranted that the commitment for all undisclosed contracts for such agreements or commitments does not exceed $5,000 in the aggregate); (i) agreements relating to research; (j) agreements relating to PVPA Certificates or licenses or other rights to use PVPA Certificates; (k) agreements relating to the payment of royalties; (l) seed purchase contracts or other contracts with growers; (m) brokerage or finder's agreements; (n) joint venture agreements; and (o) other agreements, contracts and commitments which individually or in the aggregate for any one party involve any expenditure by the Acquired Company Corporation of more than $5,000. The Acquired Company Corporation has made available to the Buyer complete and correct copies of all written agreements, contracts, commitments, obligations and undertakings, together with all amendments thereto, listed on the Schedules hereto, and such Schedules contain accurate descriptions of all oral agreements listed on such Schedules. All To the best of Sellers' knowledge, all such agreements, contracts, commitments, obligations and undertakings are in full force and effect and, except as disclosed in SCHEDULE 4(L4(l), all parties to, or otherwise bound by, such agreements, contracts, commitments, obligations and undertakings have performed all obligations required to be performed by them to date and the Acquired Company Corporation is not in default and no event, occurrence, condition or act exists which gives rise to (or which with notice or the lapse of time, or both, could result in) a default or right of cancellation, acceleration or loss of contractual benefits under, any such contract, agreement, commitment, obligation or undertaking. There has been no threatened cancellations thereof, and there are no outstanding disputes under any such contract, agreement, commitment, obligation or undertaking. Except as set forth in SCHEDULE 4(14(l), no consent of any party is required under any such contract, agreement, commitment, obligation or undertaking which would make such agreements not binding and in full force and effect as of the Closing Date. Any contracts, agreements, leases or commitments held in the name of any of the Sellers and set forth in the Schedules hereto shall be assigned to either the Buyer or the Acquired Company Corporation prior to the Closing Date. Except as otherwise set forth in SCHEDULE 4(L4(l), to the best of Sellers' knowledge, each contract, lease, instrument and commitment required to be described in the Schedules hereto is, on the date hereof, and will be at the Closing, in full force and effect and is and will constitute a valid and binding obligation of the Corporation and the respective parties to such agreements, and there is not, under any such contract, lease, instrument or commitment, any existing default by any of the Corporation or such other parties or any event that, with notice, lapse of time or both, would constitute a default by any of the Corporation or such other parties in respect of which adequate steps have not been taken to cure such default or to prevent a default from occurring or continuing. Any contracts, leases or commitments held in the names of any of the Sellers and listed on the Schedules shall be assigned either to the Buyer or the Acquired Company Corporation prior to the Closing Date. No agreement, contract, commitment, obligation or undertaking listed on the Schedules hereto to which the Acquired Company Corporation is a party or by which it or any of its properties is bound, except as specifically set forth in SCHEDULE 4(L4(l), contains any provision which materially adversely affects or in the future may (so far as the Sellers and the Acquired Company Corporation can reasonably now foresee) materially adversely affect the condition, properties, assets, liabilities, business, operations or prospects of the Acquired Company Corporation following the date hereof and upon the Closing Date. Furthermore, to the best of the Sellers' knowledge, the material suppliers, customers and clients of the Acquired Company Corporation will continue to supply and purchase from the Acquired Company Corporation after the Closing.

Description of Material Contracts. SCHEDULE 4(LSchedule 4(o) of this Agreement contains a complete --------------------------------- and correct list as of the date hereof of all agreementscertain contracts, contracts and commitments, obligations and understandings understanding which are not set forth in any other Schedule Schedules delivered hereunder, of the following types, types written or, oral, or oral to which the Acquired Company is a party, under which it has any rights or by which it or any of its properties is bound, as of the date hereof: (a) mortgages, indentures, security agreements and other agreements and instruments relating to the borrowing of money or extension of credit; (b) employment and consulting agreements with annual compensation in excess of $40,00050,000; (c) collective bargaining agreements; (d) bonus, profit-sharing, compensation, stock option, pension, retirement, deferred compensation or other plans, agreements, trusts, funds or arrangements for the benefit of employees (whether or not legally binding); (e) sales agency, manufacturer's ’s representative or distributorship agreements; (f) agreements, orders or commitments for the purchase by the Acquired Company of materials, supplies or finished products exceeding $5,000 25,000 in the aggregate from any one person; (g) agreements, orders or commitments for the sale by the Acquired Company of its products or services exceeding $5,00025,000; (h) agreements or commitments for capital expenditures in excess of $5,000 25,000 for any single project (it being warranted that the commitment for all undisclosed contracts for such agreements or commitments does not exceed $5,000 25,000 in the aggregate); (i) agreements relating to research; (j) agreements relating to PVPA Certificates or licenses or other rights to use PVPA Certificates; (k) agreements relating to the payment of royalties; (l) seed purchase contracts or other contracts with growers; (mk) brokerage or finder's ’s agreements; (nl) joint venture agreements; and (om) other agreements, contracts and commitments which individually or in the aggregate for any one party involve any expenditure by the Acquired Company of more than $5,00025,000. The Acquired Company has made available to the Buyer complete and correct BBLU copies of all written agreements, contracts, commitments, obligations and undertakings, together with all amendments theretothereto that are in its possession, listed on the Schedules hereto, and such Schedules contain accurate descriptions of all oral agreements . Except as listed on such Schedules. All Schedule 4(o), all such agreements, contracts, commitments, obligations and undertakings are in full force and effect and, except as disclosed in SCHEDULE 4(L), all parties to, or otherwise bound by, such agreements, contracts, commitments, obligations and undertakings have performed all obligations required to be performed by them to date and the Acquired Company is not in default and no event, occurrence, condition or act exists which gives rise to (or which with notice or the lapse of time, or both, could result in) a default or right of cancellation, acceleration or loss of contractual benefits under, any such contract, agreement, commitment, obligation or undertaking. There has To Member's best knowledge, there have been no threatened cancellations thereof, and there are no outstanding disputes disputes, other than in the Ordinary Course of Business under any such contract, agreement, commitment, obligation or undertaking. Except To the Key Members’ best knowledge, except as set forth in SCHEDULE 4(1on Schedule 4(v), no consent of any party is required under any such contract, agreement, commitment, obligation or undertaking undertaking, which would make such agreements not binding and in full force and effect as of the Closing Date. Any contracts, agreements, leases or commitments held in the name of any of the Sellers Key Members and set forth in the Schedules hereto shall be assigned to either the Buyer or the Acquired Company prior to the Closing Date. Except To the Members’ best knowledge, except as otherwise set forth in SCHEDULE 4(Lon Schedule 4(o), each contract, lease, instrument and commitment required to be described in the Schedules hereto is, on the date hereof, and will be at the Closing, in full force and effect and is and will constitute a valid and binding obligation of the Company and the respective parties to such agreements, and there is not, under any such contract, lease, instrument or commitment, any existing default by any of the Company or such other parties or any event that, with notice, lapse of time or both, would constitute a default by any of the Company or such other parties in respect of which adequate steps have not been taken to cure such default or to prevent a default from occurring or continuing. Any contracts, leases or commitments held in the names of any of the Sellers Members and listed on the Schedules shall be assigned either to the Buyer or the Acquired Company prior to the Closing Date. No agreement, contract, commitment, obligation or undertaking listed on To the Schedules hereto to which the Acquired Company is a party or by which it or any of its properties is bound, except as specifically set forth in SCHEDULE 4(L), contains any provision which materially adversely affects or in the future may (so far as the Sellers and the Acquired Company can reasonably now foresee) materially adversely affect the condition, properties, assets, liabilities, business, operations or prospects of the Acquired Company following the date hereof and upon the Closing Date. Furthermore, to the Members’ best of the Sellers' knowledge, the material suppliers, customers and clients of the Acquired Company will continue to supply and purchase from the Acquired Company after the Closing, except as may change in the Ordinary Course of Business.

Description of Material Contracts. (i) SCHEDULE 4(L) 4.13 contains a complete --------------------------------- and correct list as of the date hereof of all agreements, contracts contracts, instruments and commitments, obligations and understandings which are not set forth in any other Schedule delivered hereunder, of the following types, written or, or oral, to which the Acquired Company Pandel is a party, under which it Pandel has any rights or by which it Pandel or any of its properties is bound, as of the date hereof: (a) mortgages, indentures, security agreements and other agreements and instruments relating to the borrowing of money or extension of credit; (b) employment and consulting agreements with annual compensation in excess of $40,00060,000; (c) collective bargaining agreements; (d) bonus, profit-sharing, compensation, stock option, pension, retirement, deferred compensation or other plans, agreements, trusts, funds or arrangements for the benefit of employees sales and management personnel (whether or not legally binding); (e) sales agency, manufacturer's representative or distributorship agreements; (f) agreements, orders or commitments for the purchase by the Acquired Company Pandel of materials, supplies or finished products exceeding $5,000 25,000 in the aggregate from any one person; (g) agreements, orders or commitments for the sale by the Acquired Company Pandel of its their products or services exceeding $5,000200,000; (h) agreements or commitments for capital expenditures in excess of $5,000 25,000 for any single project (it being warranted that the commitment for all undisclosed contracts for such agreements or commitments does not exceed $5,000 50,000 in the aggregate); (i) agreements relating to research; (j) agreements relating to PVPA Certificates or licenses or other rights to use PVPA Certificates; (k) agreements relating to the payment of royalties; (l) seed purchase contracts or other contracts with growers; (mk) brokerage or finder's agreements; (nl) joint venture agreements; and (om) other agreements, contracts and commitments which individually or in the aggregate for any one party involve any expenditure by the Acquired Company Pandel of more than $5,000. The Acquired Company has made available to the Buyer complete and correct copies of all written agreements, contracts, commitments, obligations and undertakings, together with all amendments thereto, listed on the Schedules hereto, and such Schedules contain accurate descriptions of all oral agreements listed on such Schedules. All such agreements, contracts, commitments, obligations and undertakings are in full force and effect and, except as disclosed in SCHEDULE 4(L), all parties to, or otherwise bound by, such agreements, contracts, commitments, obligations and undertakings have performed all obligations required to be performed by them to date and the Acquired Company is not in default and no event, occurrence, condition or act exists which gives rise to (or which with notice or the lapse of time, or both, could result in) a default or right of cancellation, acceleration or loss of contractual benefits under, any such contract, agreement, commitment, obligation or undertaking. There has been no threatened cancellations thereof, and there are no outstanding disputes under any such contract, agreement, commitment, obligation or undertaking. Except as set forth in SCHEDULE 4(1), no consent of any party is required under any such contract, agreement, commitment, obligation or undertaking which would make such agreements not binding and in full force and effect as of the Closing Date. Any contracts, agreements, leases or commitments held in the name of any of the Sellers and set forth in the Schedules hereto shall be assigned to either the Buyer or the Acquired Company prior to the Closing Date. Except as otherwise set forth in SCHEDULE 4(L), each contract, lease, instrument and commitment required to be described in the Schedules hereto is, on the date hereof, and will be at the Closing, in full force and effect and is and will constitute a valid and binding obligation of the respective parties to such agreements, and there is not, under any such contract, lease, instrument or commitment, any existing default by any of the parties or any event that, with notice, lapse of time or both, would constitute a default by any of the parties in respect of which adequate steps have not been taken to cure such default or to prevent a default from occurring or continuing. Any contracts, leases or commitments held in the names of any of the Sellers and listed on the Schedules shall be assigned either to the Buyer or the Acquired Company prior to the Closing Date. No agreement, contract, commitment, obligation or undertaking listed on the Schedules hereto to which the Acquired Company is a party or by which it or any of its properties is bound, except as specifically set forth in SCHEDULE 4(L), contains any provision which materially adversely affects or in the future may (so far as the Sellers and the Acquired Company can reasonably now foresee) materially adversely affect the condition, properties, assets, liabilities, business, operations or prospects of the Acquired Company following the date hereof and upon the Closing Date. Furthermore, to the best of the Sellers' knowledge, the material suppliers, customers and clients of the Acquired Company will continue to supply and purchase from the Acquired Company after the Closing25,000.

Description of Material Contracts. (i) SCHEDULE 4(L) 5.13 contains a complete --------------------------------- and correct list as of the date hereof of all agreements, contracts contracts, instruments and commitments, obligations and understandings which are not set forth in any other Schedule delivered hereunder, of the following types, written or, or oral, to which the Acquired Company FiberChem is a party, under which it FiberChem has any rights or by which it Intrex or any of its properties is bound, as of the date hereof: (a) mortgages, indentures, security agreements and other agreements and instruments relating to the borrowing of money or extension of credit; (b) employment and consulting agreements with annual compensation in excess of $40,00060,000; (c) collective bargaining agreements; (d) bonus, profit-sharing, compensation, stock option, pension, retirement, deferred compensation or other plans, agreements, trusts, funds or arrangements for the benefit of employees sales and management personnel (whether or not legally binding); (e) sales agency, manufacturer's representative or distributorship agreements; (f) agreements, orders or commitments for the purchase by the Acquired Company FiberChem of materials, supplies or finished products exceeding $5,000 25,000 in the aggregate from any one person; (g) agreements, orders or commitments for the sale by the Acquired Company FiberChem of its their products or services exceeding $5,000; 200,000 (h) agreements or commitments for capital expenditures in excess of $5,000 25,000 for any single project (it being warranted that the commitment for all undisclosed contracts for such agreements or commitments does not exceed $5,000 50,000 in the aggregate); (i) agreements relating to research; (j) agreements relating to PVPA Certificates or licenses or other rights to use PVPA Certificates; (k) agreements relating to the payment of royalties; (l) seed purchase contracts or other contracts with growers; (mk) brokerage or finder's agreements; (nl) joint venture agreements; and (om) other agreements, contracts and commitments which individually or in the aggregate for any one party involve any expenditure by the Acquired Company FiberChem of more than $5,000. The Acquired Company has made available to the Buyer complete and correct copies of all written agreements, contracts, commitments, obligations and undertakings, together with all amendments thereto, listed on the Schedules hereto, and such Schedules contain accurate descriptions of all oral agreements listed on such Schedules. All such agreements, contracts, commitments, obligations and undertakings are in full force and effect and, except as disclosed in SCHEDULE 4(L), all parties to, or otherwise bound by, such agreements, contracts, commitments, obligations and undertakings have performed all obligations required to be performed by them to date and the Acquired Company is not in default and no event, occurrence, condition or act exists which gives rise to (or which with notice or the lapse of time, or both, could result in) a default or right of cancellation, acceleration or loss of contractual benefits under, any such contract, agreement, commitment, obligation or undertaking. There has been no threatened cancellations thereof, and there are no outstanding disputes under any such contract, agreement, commitment, obligation or undertaking. Except as set forth in SCHEDULE 4(1), no consent of any party is required under any such contract, agreement, commitment, obligation or undertaking which would make such agreements not binding and in full force and effect as of the Closing Date. Any contracts, agreements, leases or commitments held in the name of any of the Sellers and set forth in the Schedules hereto shall be assigned to either the Buyer or the Acquired Company prior to the Closing Date. Except as otherwise set forth in SCHEDULE 4(L), each contract, lease, instrument and commitment required to be described in the Schedules hereto is, on the date hereof, and will be at the Closing, in full force and effect and is and will constitute a valid and binding obligation of the respective parties to such agreements, and there is not, under any such contract, lease, instrument or commitment, any existing default by any of the parties or any event that, with notice, lapse of time or both, would constitute a default by any of the parties in respect of which adequate steps have not been taken to cure such default or to prevent a default from occurring or continuing. Any contracts, leases or commitments held in the names of any of the Sellers and listed on the Schedules shall be assigned either to the Buyer or the Acquired Company prior to the Closing Date. No agreement, contract, commitment, obligation or undertaking listed on the Schedules hereto to which the Acquired Company is a party or by which it or any of its properties is bound, except as specifically set forth in SCHEDULE 4(L), contains any provision which materially adversely affects or in the future may (so far as the Sellers and the Acquired Company can reasonably now foresee) materially adversely affect the condition, properties, assets, liabilities, business, operations or prospects of the Acquired Company following the date hereof and upon the Closing Date. Furthermore, to the best of the Sellers' knowledge, the material suppliers, customers and clients of the Acquired Company will continue to supply and purchase from the Acquired Company after the Closing25,000.

Description of Material Contracts. SCHEDULE 4(L7(f) contains a complete --------------------------------- and correct list as of the date hereof of all agreements, contracts and commitments, obligations and understandings which are not set forth in any other Schedule delivered hereunder, of the following types, written or, oral, or oral (the "Material Agreements") which relate to the Business and to which the Acquired Company Seller is a party, under which it has any rights party or by which it or any of its properties is are bound, as of the date hereof: (ai) mortgages, indentures, security agreements and other agreements and instruments relating to the borrowing of money or extension of credit; (bii) employment and consulting agreements with annual compensation in excess of $40,000; (ciii) collective bargaining agreements; (div) bonusbonus and incentive, profit-sharing, compensation, stock purchase and stock option, pension, retirement, deferred compensation compensation, hospitalization and other life, health or disability insurance, holiday, sick leave, severance, vacation, tuition reimbursement, personal loan and product purchase discount, policy manuals, or other plans, agreements, trusts, funds or arrangements for the benefit of employees (whether or not legally binding); (ev) sales agency, manufacturer's representative or distributorship agreements; (fvi) agreements, orders or commitments for the purchase by the Acquired Company Seller of materials, supplies or finished products exceeding $5,000 in the aggregate from any one person; (gvii) agreements, orders or commitments for the sale by the Acquired Company of its products or services exceeding $5,000; (hviii) agreements or commitments for capital expenditures in excess of $5,000 for any single project (it being warranted that the commitment for all undisclosed contracts for such agreements or commitments does not exceed $5,000 in the aggregate); (iix) agreements relating to research; (jx) agreements relating to PVPA Certificates or licenses or other rights to use PVPA Certificates; (kxi) agreements relating to the payment of royalties; (lxii) seed purchase contracts or other contracts with growers; (mxiii) brokerage or finder's agreements; (nxiv) joint venture agreements; and (oxv) other agreements, contracts and commitments which that individually or in the aggregate for any one party involve any expenditure by the Acquired Company Seller of more than $5,000. The Acquired Company has made available to All of the Buyer complete Material Agreements constitute valid and correct copies legally binding obligations of all written agreements, contracts, commitments, obligations and undertakings, together with all amendments the parties thereto, listed on the Schedules heretoenforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and such Schedules contain accurate descriptions of all oral agreements listed on such Schedules. All such agreementssimilar laws affecting creditors' rights generally or by general equitable principles, contracts, commitments, obligations and undertakings are in full force and effect and, except as disclosed otherwise specified in SCHEDULE 4(LSchedule 7(f), all parties toare validly assignable to the Buyer without the consent of any party so that, after the assignment thereof to the Buyer pursuant hereto, the Buyer will be entitled to the full benefits thereof. There is not under any Material Agreement any existing default, or otherwise bound byevent which, such agreements, contracts, commitments, obligations and undertakings have performed all obligations required to be performed by them to date and the Acquired Company is not in default and no event, occurrence, condition or act exists which gives rise to (or which with after notice or the lapse of time, or both, could result in) a default or right of cancellation, acceleration or loss of contractual benefits under, any such contract, agreement, commitment, obligation or undertaking. There has been no threatened cancellations thereof, and there are no outstanding disputes under any such contract, agreement, commitment, obligation or undertaking. Except as set forth in SCHEDULE 4(1), no consent of any party is required under any such contract, agreement, commitment, obligation or undertaking which would make such agreements not binding and in full force and effect as of the Closing Date. Any contracts, agreements, leases or commitments held in the name of any of the Sellers and set forth in the Schedules hereto shall be assigned to either the Buyer or the Acquired Company prior to the Closing Date. Except as otherwise set forth in SCHEDULE 4(L), each contract, lease, instrument and commitment required to be described in the Schedules hereto is, on the date hereof, and will be at the Closing, in full force and effect and is and will constitute a valid and binding obligation of the respective parties to such agreements, and there is not, under any such contract, lease, instrument or commitment, any existing default by any of the parties or any event that, with notice, lapse of time or both, would constitute a default by or result in a right to accelerate or loss of rights under any Material Agreement. The Seller has not received any notice of termination of any Material Agreement. True and complete copies of all of the parties in respect of which adequate steps Material Agreements have not been taken to cure such default or to prevent a default from occurring or continuing. Any contracts, leases or commitments held in the names of any of the Sellers and listed on the Schedules shall be assigned either delivered to the Buyer or the Acquired Company prior to the Closing DateBuyer. No agreement, contract, commitment, obligation or undertaking listed on the Schedules hereto Schedule 7(f) to which the Acquired Company Seller is a party or by which it or any of its properties is are bound, except as specifically set forth in SCHEDULE 4(LSchedule 7(f), contains any provision which materially adversely affects or in the future may (so far as the Sellers and the Acquired Company Seller can reasonably now foresee) materially adversely affect the condition, properties, assets, liabilities, business, operations or prospects of the Acquired Company following the date hereof and upon the Closing Date. Furthermore, to the best of the Sellers' knowledge, the material suppliers, customers and clients of the Acquired Company will continue to supply and purchase from the Acquired Company after the ClosingAssets.

Description of Material Contracts. SCHEDULE 4(L4(l) contains a complete --------------------------------- and correct list as of the date hereof of all agreements, contracts and commitments, obligations and understandings which are not set forth in any other Schedule delivered hereunder, of the following types, written or, oral, to which the Acquired Company Corporation is a party, under which it has any rights or by which it or any of its properties is bound, as of the date hereof: (ai) mortgages, indentures, security agreements and other agreements and instruments relating to the borrowing of money or extension of credit; (bii) employment and consulting agreements with annual compensation in excess of $40,000; (ciii) collective bargaining agreements; (div) bonus, profit-sharing, compensation, stock option, pension, retirement, deferred compensation or other plans, agreements, trusts, funds or arrangements for the benefit of employees (whether or not legally binding); (ev) sales agency, manufacturer's representative or distributorship agreements; (fvi) agreements, orders or commitments for the purchase by the Acquired Company Corporation of materials, supplies or finished products exceeding $5,000 in the aggregate from any one person; (gvii) agreements, orders or commitments for the sale by the Acquired Company Corporation of its products or services exceeding $5,000; (hviii) agreements or commitments for capital expenditures in excess of $5,000 for any single project (it being warranted that the commitment for all undisclosed unscheduled contracts for such agreements or commitments does not exceed $5,000 in the aggregate); (iix) agreements relating to research; (jx) agreements relating to PVPA Certificates or licenses or other rights to use PVPA Certificates; (kxi) agreements relating to the payment of royalties; (lxii) seed purchase contracts or other contracts with growers; (mxiii) brokerage or finder's agreements; (nxiv) joint venture agreements; and (oxv) other agreements, contracts and commitments which individually or in the aggregate for any one party involve any expenditure by the Acquired Company Corporation of more than $5,000. The Acquired Company Corporation has made available to the Buyer complete and correct copies of all written agreements, contracts, commitments, obligations and undertakings, together with all amendments thereto, listed on the Schedules hereto, and such Schedules contain accurate descriptions of all oral agreements listed on such Schedules. All Except as set forth in SCHEDULE 4(1), all such agreements, contracts, commitments, obligations and undertakings are in full force and effect and, except as disclosed in SCHEDULE 4(L4(l), all parties to, or otherwise bound by, such agreements, contracts, commitments, obligations and undertakings have performed all obligations required to be performed by them to date and the Acquired Company Corporation is not in default and no event, occurrence, condition or act exists which gives rise to (or which with notice or the lapse of time, or both, could result in) a default or right of cancellation, acceleration or loss of contractual benefits under, any such contract, agreement, commitment, obligation or undertaking. There has been no threatened cancellations thereof, and there are no outstanding disputes under any such contract, agreement, commitment, obligation or undertaking. Except as set forth in SCHEDULE 4(1), no consent of any party is required under any such contract, agreement, commitment, obligation or undertaking which would make such agreements not binding and in full force and effect as of the Closing Date. Any contracts, agreements, leases or commitments held in the name of any of the Sellers and set forth in the Schedules hereto shall be assigned to either the Buyer or the Acquired Company Corporation prior to the Closing Date. Except as otherwise set forth in SCHEDULE 4(L4(l), each contract, lease, instrument and commitment required to be described in the Schedules hereto is, on the date hereof, and will be at the Closing, in full force and effect and is and will constitute a valid and binding obligation of the Corporation and the respective parties to such agreements, and there is not, under any such contract, lease, instrument or commitment, any existing default by any of the Corporation or such other parties or any event that, with notice, lapse of time or both, would constitute a default by any of the Corporation or such other parties in respect of which adequate steps have not been taken to cure such default or to prevent a default from occurring or continuing. Any contracts, leases or commitments held in the names of any of the Sellers and listed on the Schedules shall be assigned either to the Buyer or the Acquired Company Corporation prior to the Closing Date. No agreement, contract, commitment, obligation or undertaking listed on the Schedules hereto to which the Acquired Company Corporation is a party or by which it or any of its properties is bound, except as specifically set forth in SCHEDULE 4(L), contains any provision which materially adversely affects or in the future may (so far as the Sellers and the Acquired Company Corporation can reasonably now foresee) materially adversely affect the condition, properties, assets, liabilities, business, operations or prospects of the Acquired Company Corporation following the date hereof and upon the Closing Date. Furthermore, to the best of the Sellers' knowledge, the material suppliers, customers and clients of the Acquired Company Corporation will continue to supply and purchase from the Acquired Company Corporation after the Closing.

Description of Material Contracts. SCHEDULE 4(LSchedule 3(u)(i) of this Agreement contains a complete --------------------------------- and correct list as of the date hereof of all certain contracts (the “Material Contracts”), which are representative of the contracts entered into by Shoom and its customers. Other agreements, contracts and commitments, obligations and understandings which understanding are not set forth in any other Schedule Schedules delivered hereunder, of the following types, types written or, oral, or oral to which the Acquired Company Shoom is a party, under which it has any rights or by which it or any of its properties is bound, as of the date hereof: (a) mortgages, indentures, security agreements and other agreements and instruments relating to the borrowing of money or extension of credit; (b) employment and consulting agreements with annual compensation in excess of $40,00050,000; (c) collective bargaining agreements; (d) bonus, profit-sharing, compensation, stock option, pension, retirement, deferred compensation or other plans, agreements, trusts, funds or arrangements for the benefit of employees (whether or not legally binding); (e) sales agency, manufacturer's ’s representative or distributorship agreements; (f) agreements, orders or commitments for the purchase by the Acquired Company Shoom of materials, supplies or finished products exceeding $5,000 25,000 in the aggregate from any one person; (g) agreements, orders or commitments for the sale by the Acquired Company Shoom of its products or services exceeding $5,00025,000; (h) agreements or commitments for capital expenditures in excess of $5,000 25,000 for any single project (it being warranted that the commitment for all undisclosed contracts for such agreements or commitments does not exceed $5,000 25,000 in the aggregate); (i) agreements relating to research; (j) agreements relating to PVPA Certificates or licenses or other rights to use PVPA Certificates; (k) agreements relating to the payment of royalties; (l) seed purchase contracts or other contracts with growers; (mk) brokerage or finder's ’s agreements; (nl) joint venture agreements; and (om) other agreements, contracts and commitments which individually or in the aggregate for any one party involve any expenditure by the Acquired Company Shoom of more than $5,00025,000. The Acquired Company Except as set forth in Schedule 3(u)(ii), no consent of any party is required under any contract, agreement, commitment, obligation or undertaking to which Shoom is a party, which would make such agreements not binding and in full force and effect as of the Effective Time (including contracts which are not material and listed in Schedule 3(u)(i)). Any contracts, agreements, leases or commitments held in the name of any of the Shoom Stockholders and set forth in the Schedules hereto shall be assigned to Shoom prior to the Effective Time. Shoom has made available to the Buyer complete MergerSub and correct Sysorex copies of all written agreements, contracts, commitments, obligations and undertakings, together with all amendments theretothereto that are in its possession, listed on the Schedules hereto, Schedule 3(u)(i) and such Schedules contain accurate descriptions of all oral agreements listed on such Schedules3(u)(ii). All such agreements, contracts, commitments, obligations and undertakings are in full force and effect and, except as disclosed in SCHEDULE 4(L), all parties to, or otherwise bound by, such agreements, contracts, commitments, obligations and undertakings have performed all obligations required to be performed by them to date and the Acquired Company Shoom is not in default and no event, occurrence, condition or act exists which gives rise to (or which with notice or the lapse of time, or both, could result in) a default or right of cancellation, acceleration or loss of contractual benefits under, any such contract, agreement, commitment, obligation or undertaking. There has been no threatened cancellations thereof, and there are no outstanding disputes disputes, other than in the Ordinary Course of Business for a service business serving a large customer base under any such contract, agreement, commitment, obligation or undertaking. Except as set forth in SCHEDULE 4(1), no consent of any party is required under any such contract, agreement, commitment, obligation or undertaking which would make such agreements not binding and in full force and effect as of the Closing Date. Any contracts, agreements, leases or commitments held in the name of any of the Sellers and set forth in the Schedules hereto shall be assigned to either the Buyer or the Acquired Company prior to the Closing Date. Except as otherwise set forth in SCHEDULE 4(L), each Each contract, lease, instrument and commitment required to be described in the Schedules hereto is, on the date hereof, and will be at the ClosingEffective Time, in full force and effect and is and will constitute a valid and binding obligation of Shoom and the respective parties to such agreementsagreements (subject only to Enforceability Limitations), and there is not, under any such contract, lease, instrument or commitment, any existing default by any of the Shoom or such other parties or any event that, with notice, lapse of time or both, would constitute a default by any of the Shoom or such other parties in respect of which adequate steps have not been taken to cure such default or to prevent a default from occurring or continuing. Any contracts, leases or commitments held in the names of any of the Sellers Shoom Stockholders and listed on the Schedules shall be assigned either to the Buyer or the Acquired Company Shoom prior to the Closing DateEffective Time. No agreement, contract, commitment, obligation or undertaking listed on the Schedules hereto to which the Acquired Company is a party or by which it or any of its properties is bound, except as specifically set forth in SCHEDULE 4(L), contains any provision which materially adversely affects or in the future may (so far as the Sellers and the Acquired Company can reasonably now foresee) materially adversely affect the condition, properties, assets, liabilities, business, operations or prospects of the Acquired Company following the date hereof and upon the Closing Date. Furthermore, to the best of the Sellers' knowledge, the The material suppliers, customers and clients of the Acquired Company Shoom will continue to supply and purchase from the Acquired Company Shoom after the ClosingEffective Time, except as may change in the Ordinary Course of Business.

Description of Material Contracts. SCHEDULE 4(LSchedule 4(u) of this Agreement contains a complete --------------------------------- and correct list as of the date hereof of all agreements, contracts and commitments, obligations and understandings which are not set forth in any other Schedule delivered hereunder, of the following types, types written or, oral, . to which the Acquired Company Corporation is a party, under which it has any rights or by which it or any of its properties is bound, as of the date hereof: (a) mortgages, indentures, security agreements and other agreements and instruments relating to the borrowing of money or extension of credit; (b) employment and consulting agreements with annual compensation in excess of $40,000__,000; (c) collective bargaining agreements; (d) bonus, profit-sharing, compensation, stock option, pension, retirement, deferred compensation or other plans, agreements, trusts, funds or arrangements for the benefit of employees (whether or not legally binding); (e) sales agency, manufacturer's ’s representative or distributorship agreements; (f) agreements, orders or commitments for the purchase by the Acquired Company Corporation of materials, supplies or finished products exceeding $5,000 in the aggregate from any one person; (g) agreements, orders or commitments for the sale by the Acquired Company Corporation of its products or services exceeding $5,000; (h) agreements or commitments for capital expenditures in excess of $5,000 for any single project (it being warranted that the commitment for all undisclosed contracts for such agreements or commitments does not exceed $5,000 in the aggregate); (i) agreements relating to research; (j) agreements relating to PVPA Certificates or licenses or other rights to use PVPA Certificates; (k) agreements relating to the payment of royalties; (l) seed purchase contracts or other contracts with growers; (mk) brokerage or finder's ’s agreements; (nl) joint venture agreements; and (om) other agreements, contracts and commitments which individually or in the aggregate for any one party involve any expenditure by the Acquired Company Corporation of more than $5,000. The Acquired Company Corporation has made available to the Buyer and BBLU complete and correct copies of all written agreements, contracts, commitments, obligations and undertakings, together with all amendments thereto, listed on the Schedules hereto, and such Schedules contain accurate descriptions of all oral agreements listed on such Schedules. All such agreements, contracts, commitments, obligations and undertakings are in full force and effect and, except as disclosed in SCHEDULE 4(L)Schedule 5(j) of this Agreement, all parties to, or otherwise bound by, such agreements, contracts, commitments, obligations and undertakings have performed all obligations required to be performed by them to date and the Acquired Company Corporation is not in default and no event, occurrence, condition or act exists which gives rise to (or which with notice or the lapse of time, or both, could result in) a default or right of cancellation, acceleration or loss of contractual benefits under, any such contract, agreement, commitment, obligation or undertaking. There has been no threatened cancellations thereof, and there are no outstanding disputes under any such contract, agreement, commitment, obligation or undertaking. Except as set forth in SCHEDULE 4(1)Schedule 4(b)(i) of this Agreement, no consent of any party is required under any such contract, agreement, commitment, obligation or undertaking which would make such agreements not binding and in full force and effect as of the Closing Date. Any contracts, agreements, leases or commitments held in the name of any of the Sellers Stockholders and set forth in the Schedules hereto shall be assigned to either the Buyer or the Acquired Company Corporation prior to the Closing Date. Except as otherwise set forth in SCHEDULE 4(L)Schedule 4(u) of this Agreement, each contract, lease, instrument and commitment required to be described in the Schedules hereto is, on the date hereof, and will be at the Closing, in full force and effect and is and will constitute a valid and binding obligation of the Corporation and the respective parties to such agreements, and there is not, under any such contract, lease, instrument or commitment, any existing default by any of the Corporation or such other parties or any event that, with notice, lapse of time or both, would constitute a default by any of the Corporation or such other parties in respect of which adequate steps have not been taken to cure such default or to prevent a default from occurring or continuing. Any contracts, leases or commitments held in the names of any of the Sellers Stockholders and listed on the Schedules shall be assigned either to the Buyer or the Acquired Company Corporation prior to the Closing Date. No agreement, contract, commitment, obligation or undertaking listed on the Schedules hereto to which the Acquired Company Corporation is a party or by which it or any of its properties is bound, except as specifically set forth in SCHEDULE 4(L)Schedule 4(u) of this Agreement, contains any provision which materially adversely affects or in the future may (so far as the Sellers Stockholders and the Acquired Company Corporation can reasonably now foresee) materially adversely affect the condition, properties, assets, liabilities, business, operations or prospects of the Acquired Company Corporation following the date hereof and upon the Closing Date. Furthermore, to the best of the Sellers' Stockholders’ knowledge, the material suppliers, customers and clients of the Acquired Company Corporation will continue to supply and purchase from the Acquired Company Corporation after the Closing.

Description of Material Contracts. SCHEDULE 4(LSchedule 4(l) contains a complete --------------------------------- and correct list as of the date hereof of all agreements, contracts and commitments, obligations and understandings which are not set forth in any other Schedule delivered hereunder, of the following types, written or, oral, to which any of the Acquired Company Companies is a party, under by which it any of the Companies has any rights or by which it any of Companies or any of its the Companies' properties is may be bound, as of the date hereof: (ai) mortgages, indentures, security agreements and other agreements and instruments relating to the borrowing of money or extension of credit; (bii) employment and consulting agreements with annual compensation in excess of $40,000; (ciii) collective bargaining agreements; (div) bonus, profit-sharing, compensation, stock option, pension, retirement, deferred compensation or other plans, agreements, trusts, funds or arrangements for the benefit of employees (whether or not legally binding); (ev) sales agency, manufacturer's representative or distributorship agreements; (fvi) agreements, orders or commitments for the purchase by the Acquired Company Companies of materials, supplies or finished products exceeding $5,000 in the aggregate from any one person; (gvii) agreements, orders or commitments for the sale by the Acquired Company Companies of its products or services exceeding $5,000; (hviii) agreements or commitments for capital expenditures in excess of $5,000 for any single project (it being warranted that the commitment for all undisclosed contracts for such agreements or commitments does not exceed $5,000 in the aggregate); (iix) agreements relating to research; (jx) agreements relating to PVPA Certificates or licenses or other rights to use PVPA Certificates; (kxi) agreements relating to the payment of royalties; (lxii) seed purchase contracts or other contracts with growers; (mxiii) brokerage or finder's agreements; (nxiv) joint venture agreements; and (oxv) other agreements, contracts and commitments which individually or in the aggregate for any one party involve any expenditure by the Acquired Company Corporation of more than $5,000. The Acquired Company has Companies have made available to the Buyer complete and correct copies of all written agreements, contracts, commitments, obligations and undertakings, together with all amendments thereto, listed on the Schedules hereto, and such Schedules contain accurate descriptions of all oral agreements listed on such Schedules. All To the best of Seller's knowledge, all such agreements, contracts, commitments, obligations and undertakings are in full force and effect and, except as disclosed in SCHEDULE 4(LSchedule 4(l), all parties to, or otherwise bound by, such agreements, contracts, commitments, obligations and undertakings have performed all obligations required to be performed by them to date and none of the Acquired Company is not Companies are in default and no event, occurrence, condition or act exists which gives rise to (or which with notice or the lapse of time, or both, could result in) a default or right of cancellation, acceleration or loss of contractual benefits under, any such contract, agreement, commitment, obligation or undertaking. There has been no threatened cancellations thereof, and there are no outstanding disputes under any such contract, agreement, commitment, obligation or undertaking. Except as set forth in SCHEDULE Schedule 4(1), no consent of any party is required under any such contract, agreement, commitment, obligation or undertaking which would make such agreements not binding and in full force and effect as of the Closing Date. Any contracts, agreements, leases or commitments held in the name of any of the Sellers Seller and set forth in the Schedules hereto shall be assigned to either the Buyer or the Acquired Company Companies prior to the Closing Date. Except as otherwise set forth in SCHEDULE 4(LSchedule 4(l), to the best of Seller's knowledge, each contract, lease, instrument and commitment required to be described in the Schedules hereto is, on the date hereof, and will be at the Closing, in full force and effect and is and will constitute a valid and binding obligation of the Companies and the respective parties to such agreements, and there is not, under any such contract, lease, instrument or commitment, any existing default by any of the Companies or such other parties or any event that, with notice, lapse of time or both, would constitute a default by any of the Companies or such other parties in respect of which adequate steps have not been taken to cure such default or to prevent a default from occurring or continuing. Any contracts, leases or commitments held in the names of any of the Sellers Seller and listed on the Schedules shall be assigned either to the Buyer or the Acquired Company Companies prior to the Closing Date. No agreement, contract, commitment, obligation or undertaking listed on the Schedules hereto to which the Acquired Company is Companies are a party or by which it any of them or any of its their properties is bound, except as specifically set forth in SCHEDULE 4(LSchedule 4(l), contains any provision which materially adversely affects or in the future may (so far as the Sellers Seller and the Acquired Company Companies can reasonably now foresee) materially adversely affect the condition, properties, assets, liabilities, business, operations or prospects of the Acquired Company Companies following the date hereof and upon the Closing Date. Furthermore, to the best of the Sellers' Seller's knowledge, the material suppliers, customers and clients of the Acquired Company Companies will continue to supply and purchase from the Acquired Company Companies after the Closing.

Description of Material Contracts. Except for contracts of purchase and sale entered into in the ordinary course of business of the Company and the Subsidiary, none of which is, individually or in the aggregate, materially adverse to the Company and the Subsidiary, taken as a whole, SCHEDULE 4(L4(l) contains a complete --------------------------------- and correct list as of the date hereof of all agreements, contracts and commitments, obligations and understandings which are not set forth in any other Schedule delivered hereunder, of the following types, written or, oral, to which the Acquired Company or the Subsidiary is a party, under which it the Company or the Subsidiary has any rights or by which it or any of its properties is bound, as of the date hereof: (ai) mortgages, indentures, security agreements and other agreements and instruments relating to the borrowing of money or extension of credit; (bii) employment and consulting agreements with annual compensation in excess of $40,00010,000; (ciii) collective bargaining agreements; (div) bonus, profit-sharing, compensation, stock option, pension, retirement, deferred compensation or other plans, agreements, trusts, funds or arrangements for the benefit of employees (whether or not legally binding); (ev) sales agency, manufacturer's representative or distributorship agreements; (fvi) agreements, orders or commitments for the purchase by the Acquired Company or the Subsidiary of materials, supplies or finished products exceeding $5,000 in the aggregate from any one person; (gvii) agreements, orders or commitments for the sale by the Acquired Company or the Subsidiary of its products or services exceeding $5,000; (hviii) agreements or commitments for capital expenditures in excess of $5,000 for any single project (it being warranted that the commitment for all undisclosed contracts for such agreements or commitments does not exceed $5,000 in the aggregate); (iix) agreements relating to researchresearch and development; (jx) agreements relating to PVPA Certificates PBRA certificates of registration or licenses or other rights to use PVPA CertificatesPBRA certificates of registration; (kxi) agreements relating to the payment of royalties; (lxii) seed purchase contracts or other contracts with growers; (mxiii) brokerage or finder's agreements; (nxiv) joint venture agreements; and (oxv) other agreements, contracts and commitments which individually or in the aggregate for any one party involve any expenditure by the Acquired Company or the Subsidiary of more than $5,000. The Acquired Company has made available to the Buyer and ABT complete and correct copies of all written agreements, contracts, commitments, obligations and undertakings, together with all amendments thereto, listed on the Schedules hereto, and such Schedules contain complete and accurate descriptions of all oral agreements listed on such Schedules. All such agreements, contracts, commitments, obligations and undertakings are in full force and effect and, except as disclosed in SCHEDULE 4(L4(l), all parties to, or otherwise bound by, such agreements, contracts, commitments, obligations and undertakings have performed all obligations required to be performed by them to date and neither the Acquired Company nor the Subsidiary thereof is not in default thereunder and no event, occurrence, condition or act exists which gives rise to (or which with notice or the lapse of time, or both, could result in) a default or right of cancellation, acceleration or loss of contractual benefits under, any such contract, agreement, lease commitment, obligation or undertaking. There has been no threatened cancellations thereof, and there are no outstanding disputes under any such contract, agreement, lease, commitment, obligation or undertaking. Except as set forth in SCHEDULE 4(14(l), no consent or approval of any party is required under any such contract, agreement, commitment, obligation or undertaking which would make such agreements any thereof not binding and in full force and effect as of the Closing Date. Any contracts, agreements, leases leases, commitments or commitments undertakings held in the name of Seller or any of the Sellers Shareholder and set forth in the Schedules hereto (the "Material Agreements") shall be assigned to either the Buyer or the Acquired Company at or prior to the Closing Date. Except as otherwise set forth in SCHEDULE 4(L4(l), each contract, lease, instrument and commitment required to be described in the Schedules hereto is, on the date hereof, and will be at the Closing, in full force and effect and is and will constitute a valid and binding obligation of the Company or the Subsidiary and the respective parties to such agreements, and there is not, under any such contract, lease, instrument or commitment, any existing default by any of the Company or the Subsidiary or such other parties or any event that, with notice, lapse of time or both, would constitute a default by any of the Company or the Subsidiary or such other parties in respect of which adequate steps have not been taken to cure such default or to prevent a default from occurring or continuing. Any contracts, leases or commitments held in the names of any of the Sellers and listed on the Schedules shall be assigned either to the Buyer or the Acquired Company prior to the Closing Date. No agreement, contract, commitment, obligation or undertaking listed on the Schedules hereto to which the Acquired Company or the Subsidiary is a party or by which it or any of its properties assets is boundbound or affected, except as specifically set forth in SCHEDULE 4(L4(l), contains any provision which materially adversely affects or in the future may (so far as Seller, the Sellers Shareholders and the Acquired Company can reasonably now foresee) materially adversely affect the condition, properties, assets, liabilities, business, operations or prospects of the Acquired Company or the Subsidiary following the date hereof and upon the Closing Date. Furthermore, to the best of the Sellers' knowledgeknowledge of Seller and the Shareholders, the material suppliers, customers and clients of each of the Acquired Company and the Subsidiary will continue to supply and purchase from the Acquired Company and the Subsidiary after the Closing.