Common use of Description of Material Contracts Clause in Contracts

Description of Material Contracts. Schedule 3(u)(i) of this Agreement contains a complete and correct list as of the date hereof of 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 understanding are set forth in other Schedules delivered hereunder, of the following types written or oral to which 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 $50,000; (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 Shoom of materials, supplies or finished products exceeding $25,000 in the aggregate from any one person; (g) agreements, orders or commitments for the sale by Shoom of its products or services exceeding $25,000; (h) agreements or commitments for capital expenditures in excess of $25,000 for any single project (it being warranted that the commitment for all undisclosed contracts for such agreements or commitments does not exceed $25,000 in the aggregate); (i) agreements relating to research; (j) agreements relating to the payment of royalties; (k) brokerage or finder’s agreements; (l) joint venture agreements; and (m) other agreements, contracts and commitments which individually or in the aggregate for any one party involve any expenditure by Shoom of more than $25,000. 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 MergerSub and Sysorex copies of all written agreements, contracts, commitments, obligations and undertakings, together with all amendments thereto that are in its possession, listed on Schedule 3(u)(i) and 3(u)(ii). All such agreements, contracts, commitments, obligations and undertakings are in full force and effect and, 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 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, 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. Each contract, lease, instrument and commitment required to be described in the Schedules hereto is, on the date hereof, and will be at the Effective Time, in full force and effect and is and will constitute a valid and binding obligation of Shoom and the respective parties to such agreements (subject only to Enforceability Limitations), and there is not, under any such contract, lease, instrument or commitment, any existing default by Shoom or such other parties or any event that, with notice, lapse of time or both, would constitute a default by 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 Shoom Stockholders and listed on the Schedules shall be assigned to Shoom prior to the Effective Time. The material suppliers, customers and clients of Shoom will continue to supply and purchase from Shoom after the Effective Time, except as may change in the Ordinary Course of Business.

Description of Material Contracts. Schedule 3(u)(iSCHEDULE 7(f) of this Agreement contains a complete --------------------------------- and correct list as of the date hereof of certain contracts (the “Material Contracts”), which are representative of the contracts entered into by Shoom and its customers. Other all agreements, contracts and commitments, obligations and understanding understandings which are not set forth in any other Schedules Schedule delivered hereunder, of the following types types, written or oral (the "Material Agreements") which relate to the Business and to which Shoom the 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 $50,00040,000; (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 's representative or distributorship agreements; (fvi) agreements, orders or commitments for the purchase by Shoom the Seller of materials, supplies or finished products exceeding $25,000 5,000 in the aggregate from any one person; (gvii) agreements, orders or commitments for the sale by Shoom of its products or services exceeding $25,0005,000; (hviii) agreements or commitments for capital expenditures in excess of $25,000 5,000 for any single project (it being warranted that the commitment for all undisclosed contracts for such agreements or commitments does not exceed $25,000 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; (xi) agreements relating to the payment of royalties; (kxii) seed purchase contracts or other contracts with growers; (xiii) brokerage or finder’s 's agreements; (lxiv) joint venture agreements; and (mxv) other agreements, contracts and commitments which that individually or in the aggregate for any one party involve any expenditure by Shoom the Seller of more than $25,0005,000. 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 All of the Effective Time (including contracts which are not material Material Agreements constitute valid and listed in Schedule 3(u)(i)). Any contracts, agreements, leases or commitments held in the name of any legally binding obligations of the Shoom Stockholders parties thereto, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and set forth in the Schedules hereto shall be assigned to Shoom prior to the Effective Time. Shoom has made available to the MergerSub and Sysorex copies of all written agreementssimilar laws affecting creditors' rights generally or by general equitable principles, contracts, commitments, obligations and undertakings, together with all amendments thereto that are in its possession, listed on Schedule 3(u)(i) and 3(u)(ii). All such agreements, contracts, commitments, obligations and undertakings are in full force and effect and, all parties toexcept as otherwise specified in Schedule 7(f), are 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 Shoom 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) would constitute a default or result in a right of cancellation, acceleration to accelerate or loss of contractual benefits underrights 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 Material Agreements have been delivered to the Buyer. No agreement, any such contract, agreement, commitment, obligation or undertaking. There has been no threatened cancellations thereof, and there are no outstanding disputes, other than in undertaking listed on Schedule 7(f) to which the Ordinary Course of Business for Seller is a service business serving a large customer base under any such contract, agreement, commitment, obligation party or undertaking. Each contract, lease, instrument and commitment required to be described in the Schedules hereto is, on the date hereof, and will be at the Effective Time, in full force and effect and is and will constitute a valid and binding obligation of Shoom and the respective parties to such agreements (subject only to Enforceability Limitations), and there is not, under any such contract, lease, instrument or commitment, any existing default by Shoom or such other parties or any event that, with notice, lapse of time or both, would constitute a default by 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 Shoom Stockholders and listed on the Schedules shall be assigned to Shoom prior to the Effective Time. The material suppliers, customers and clients of Shoom will continue to supply and purchase from Shoom after the Effective Timeits properties are bound, except as may change specifically set forth in Schedule 7(f), contains any provision which materially adversely affects or in the Ordinary Course of Businessfuture may (so far as the Seller can now foresee) materially adversely affect the Assets.

Description of Material Contracts. Schedule 3(u)(i(i) of this Agreement SCHEDULE 6.13 contains a complete and correct list as of the date hereof December 6, 1999 of certain contracts (the “Material Contracts”), which are representative of the contracts entered into by Shoom and its customers. Other all agreements, contracts contracts, instruments and commitments, obligations and understanding are set forth in other Schedules delivered hereunder, understandings of the following types types, written or oral oral, to which Shoom 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 $50,00060,000; (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 's representative or distributorship agreements; (f) agreements, orders or commitments for the purchase by Shoom FiberChem of materials, supplies or finished products exceeding $25,000 in the aggregate from any one person; (g) agreements, orders or commitments for the sale by Shoom FiberChem of its their products or services exceeding $25,000; 200,000 (h) agreements or commitments for capital expenditures in excess of $25,000 for any single project (it being warranted that the commitment for all undisclosed contracts for such agreements or commitments does not exceed $25,000 50,000 in the aggregate); (i) agreements relating to research; (j) agreements relating to the payment of royalties; (k) brokerage or finder’s 's agreements; (l) joint venture agreements; and (m) other agreements, contracts and commitments which individually or in the aggregate for any one party involve any expenditure by Shoom FiberChem of more than $25,000. 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 ii) FiberChem has made available to the MergerSub Intrex complete and Sysorex correct copies of all written agreements, contracts, commitments, obligations and undertakings, together with all amendments thereto that are in its possessionthereto, listed on Schedule 3(u)(i) the Schedules hereto, and 3(u)(ii)such Schedules contain accurate descriptions of all oral agreements listed on such Schedules. All To the best of FiberChem's knowledge, all such agreements, contracts, commitments, obligations and undertakings are in full force and effect and, except as disclosed in Schedule 6.13, 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 Shoom FiberChem 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 have been no threatened cancellations thereof, and there are no outstanding disputes, other than in the Ordinary Course of Business for a service business serving a large customer base disputes under any such contract, agreement, commitment, obligation or undertaking. Each Except as set forth in Schedule 6.13, or in the express terms of any written contract, agreement, commitment, obligation or undertaking, 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. (iii) Except as otherwise set forth in Schedule 6.13, to the best of FiberChem'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 Effective TimeClosing, except to the extent it terminates or is terminable by its terms in full force and effect and is and will constitute a valid and binding obligation of Shoom and the respective parties to such agreements (subject only to Enforceability Limitations), and there is not, under any such contract, lease, instrument or commitment, any existing default by Shoom FiberChem or such other parties or any event that, with notice, lapse of time or both, would constitute a default by Shoom FiberChem 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 Shoom Stockholders and listed on the Schedules shall be assigned to Shoom prior to the Effective Time. The material suppliers, customers and clients of Shoom will continue to supply and purchase from Shoom after the Effective Time, except as may change in the Ordinary Course of Business.

Description of Material Contracts. Schedule 3(u)(i4(o) of this Agreement contains a complete and correct list as of the date hereof of certain contracts (the “Material Contracts”)contracts, which are representative of the contracts entered into by Shoom and its customers. Other agreements, contracts and commitments, obligations and understanding which are not set forth in other Schedules delivered hereunder, of the following types written or oral to which Shoom the 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 $50,000; (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 Shoom the Company of materials, supplies or finished products exceeding $25,000 in the aggregate from any one person; (g) agreements, orders or commitments for the sale by Shoom the Company of its products or services exceeding $25,000; (h) agreements or commitments for capital expenditures in excess of $25,000 for any single project (it being warranted that the commitment for all undisclosed contracts for such agreements or commitments does not exceed $25,000 in the aggregate); (i) agreements relating to research; (j) agreements relating to the payment of royalties; (k) brokerage or finder’s agreements; (l) joint venture agreements; and (m) other agreements, contracts and commitments which individually or in the aggregate for any one party involve any expenditure by Shoom the Company of more than $25,000. 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 The Company has made available to the MergerSub Buyer and Sysorex BBLU copies of all written agreements, contracts, commitments, obligations and undertakings, together with all amendments thereto that are in its possession, listed on the Schedules hereto. Except as listed on Schedule 3(u)(i4(o) and 3(u)(ii). All , all such agreements, contracts, commitments, obligations and undertakings are in full force and effect and, 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 Shoom the 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, 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. Each To the Key Members’ best knowledge, except as set forth on Schedule 4(v), 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 Key Members and set forth in the Schedules hereto shall be assigned to either the Buyer or the Company prior to the Closing Date. To the Members’ best knowledge, except as set forth on 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 Effective TimeClosing, in full force and effect and is and will constitute a valid and binding obligation of Shoom the Company and the respective parties to such agreements (subject only to Enforceability Limitations)agreements, and there is not, under any such contract, lease, instrument or commitment, any existing default by Shoom the Company or such other parties or any event that, with notice, lapse of time or both, would constitute a default by Shoom 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 Shoom Stockholders Members and listed on the Schedules shall be assigned either to Shoom the Buyer or the Company prior to the Effective TimeClosing Date. The To the Members’ best knowledge, the material suppliers, customers and clients of Shoom the Company will continue to supply and purchase from Shoom the Company after the Effective TimeClosing, except as may change in the Ordinary Course of Business.

Description of Material Contracts. Schedule 3(u)(i4(o) of this Agreement contains a complete and correct list as of the date hereof of certain contracts (the “Material Contracts”)contracts, which are representative of the contracts entered into by Shoom and its customers. Other agreements, contracts and commitments, obligations and understanding which are not set forth in other Schedules delivered hereunder, of the following types written or oral to which Shoom the 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 $50,000; (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 Shoom the Company of materials, supplies or finished products exceeding $25,000 in the aggregate from any one person; (g) agreements, orders or commitments for the sale by Shoom the Company of its products or services exceeding $25,000; (h) agreements or commitments for capital expenditures in excess of $25,000 for any single project (it being warranted that the commitment for all undisclosed contracts for such agreements or commitments does not exceed $25,000 in the aggregate); (i) agreements relating to research; (j) agreements relating to the payment of royalties; (k) brokerage or finder’s agreements; (l) joint venture agreements; and (m) other agreements, contracts and commitments which individually or in the aggregate for any one party involve any expenditure by Shoom the Company of more than $25,000. 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 The Company has made available to the MergerSub Buyer and Sysorex BBLU copies of all written agreements, contracts, commitments, obligations and undertakings, together with all amendments thereto that are in its possession, listed on the Schedules hereto. Except as listed on Schedule 3(u)(i) and 3(u)(ii4(o). All , all such agreements, contracts, commitments, obligations and undertakings are in full force and effect and, 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 Shoom the 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, 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. Each To the Key Members’ best knowledge, except as set forth on Schedule 4(v), 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 Key Members and set forth in the Schedules hereto shall be assigned to either the Buyer or the Company prior to the Closing Date. To the Members’ best knowledge, except as set forth on 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 Effective TimeClosing, in full force and effect and is and will constitute a valid and binding obligation of Shoom the Company and the respective parties to such agreements (subject only to Enforceability Limitations)agreements, and there is not, under any such contract, lease, instrument or commitment, any existing default by Shoom the Company or such other parties or any event that, with notice, lapse of time or both, would constitute a default by Shoom 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 Shoom Stockholders Members and listed on the Schedules shall be assigned either to Shoom the Buyer or the Company prior to the Effective TimeClosing Date. The To the Members’ best knowledge, the material suppliers, customers and clients of Shoom the Company will continue to supply and purchase from Shoom the Company after the Effective TimeClosing, except as may change in the Ordinary Course of Business.

Description of Material Contracts. Schedule 3(u)(i(i) of this Agreement SCHEDULE 5.13 contains a complete and correct list as of the date hereof of certain contracts (the “Material Contracts”), which are representative of the contracts entered into by Shoom and its customers. Other all agreements, contracts contracts, instruments and commitments, obligations and understanding are set forth in other Schedules delivered hereunder, understandings of the following types types, written or oral oral, to which Shoom 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 $50,00060,000; (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 's representative or distributorship agreements; (f) agreements, orders or commitments for the purchase by Shoom FiberChem of materials, supplies or finished products exceeding $25,000 in the aggregate from any one person; (g) agreements, orders or commitments for the sale by Shoom FiberChem of its their products or services exceeding $25,000; 200,000 (h) agreements or commitments for capital expenditures in excess of $25,000 for any single project (it being warranted that the commitment for all undisclosed contracts for such agreements or commitments does not exceed $25,000 50,000 in the aggregate); (i) agreements relating to research; (j) agreements relating to the payment of royalties; (k) brokerage or finder’s 's agreements; (l) joint venture agreements; and (m) other agreements, contracts and commitments which individually or in the aggregate for any one party involve any expenditure by Shoom FiberChem of more than $25,000. 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 ii) FiberChem has made available to the MergerSub Intrex complete and Sysorex correct copies of all written agreements, contracts, commitments, obligations and undertakings, together with all amendments thereto that are in its possessionthereto, listed on Schedule 3(u)(i) the Schedules hereto, and 3(u)(ii)such Schedules contain accurate descriptions of all oral agreements listed on such Schedules. All To the best of FiberChem's knowledge, all such agreements, contracts, commitments, obligations and undertakings are in full force and effect and, except as disclosed in Schedule 5.13, 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 Shoom FiberChem 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, other than in the Ordinary Course of Business for a service business serving a large customer base disputes under any such contract, agreement, commitment, obligation or undertaking. Each Except as set forth in Schedule 5.13, or in the express terms of any written contract, agreement, commitment, obligation or undertaking, 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. (iii) Except as otherwise set forth in Schedule 5.13, to the best of FiberChem'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 Effective TimeClosing, except to the extent it terminates or is terminable by its terms in full force and effect and is and will constitute a valid and binding obligation of Shoom and the respective parties to such agreements (subject only to Enforceability Limitations), and there is not, under any such contract, lease, instrument or commitment, any existing default by Shoom FiberChem or such other parties or any event that, with notice, lapse of time or both, would constitute a default by Shoom FiberChem 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 Shoom Stockholders and listed on the Schedules shall be assigned to Shoom prior to the Effective Time. The material suppliers, customers and clients of Shoom will continue to supply and purchase from Shoom after the Effective Time, except as may change in the Ordinary Course of Business.

Description of Material Contracts. Schedule 3(u)(i4(l) of this Agreement contains a complete --------------------------------- and correct list as of the date hereof of certain contracts (the “Material Contracts”), which are representative of the contracts entered into by Shoom and its customers. Other all agreements, contracts and commitments, obligations and understanding are set forth in other Schedules delivered hereunder, understandings of the following types types, written or oral or, oral, to which Shoom any of the 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 $50,00040,000; (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 's representative or distributorship agreements; (fvi) agreements, orders or commitments for the purchase by Shoom the Companies of materials, supplies or finished products exceeding $25,000 5,000 in the aggregate from any one person; (gvii) agreements, orders or commitments for the sale by Shoom the Companies of its products or services exceeding $25,0005,000; (hviii) agreements or commitments for capital expenditures in excess of $25,000 5,000 for any single project (it being warranted that the commitment for all undisclosed contracts for such agreements or commitments does not exceed $25,000 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; (xi) agreements relating to the payment of royalties; (kxii) seed purchase contracts or other contracts with growers; (xiii) brokerage or finder’s 's agreements; (lxiv) joint venture agreements; and (mxv) other agreements, contracts and commitments which individually or in the aggregate for any one party involve any expenditure by Shoom the Corporation of more than $25,0005,000. 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 The Companies have made available to the MergerSub Buyer complete and Sysorex correct copies of all written agreements, contracts, commitments, obligations and undertakings, together with all amendments thereto that are in its possessionthereto, listed on Schedule 3(u)(i) the Schedules hereto, and 3(u)(ii)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(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 Shoom is not none of the 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, other than in the Ordinary Course of Business for a service business serving a large customer base disputes under any such contract, agreement, commitment, obligation or undertaking. Each 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 the Seller and set forth in the Schedules hereto shall be assigned to either the Buyer or the Companies prior to the Closing Date. Except as otherwise set forth in Schedule 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 Effective TimeClosing, in full force and effect and is and will constitute a valid and binding obligation of Shoom the Companies and the respective parties to such agreements (subject only to Enforceability Limitations)agreements, and there is not, under any such contract, lease, instrument or commitment, any existing default by Shoom the Companies or such other parties or any event that, with notice, lapse of time or both, would constitute a default by Shoom 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 Shoom Stockholders Seller and listed on the Schedules shall be assigned either to Shoom the Buyer or the Companies prior to the Effective TimeClosing Date. The No agreement, contract, commitment, obligation or undertaking listed on the Schedules hereto to which the Companies are a party or by which any of them or any of their 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 Seller and the Companies can reasonably now foresee) materially adversely affect the condition, properties, assets, liabilities, business, operations or prospects of the Companies following the date hereof and upon the Closing Date. Furthermore, to the best of the Seller's knowledge, the material suppliers, customers and clients of Shoom the Companies will continue to supply and purchase from Shoom the Companies after the Effective Time, except as may change in the Ordinary Course of BusinessClosing.