Common use of Major Contracts Clause in Contracts

Major Contracts. Neither INT'X.xxx nor any Material INT'X.xxx Subsidiary is a party to or subject to: (a) Any union contract, or any employment contract or arrangement in effect (other than "at-will" employment arrangements) providing for future compensation, written or oral, with any officer, consultant, director, or employee; (b) Any plan or contract or arrangement, written or oral, providing for non-standard bonuses, pensions, deferred compensation, retirement payments, profit-sharing or the like; (c) Any joint venture contract or arrangement or any other agreement which has involved or is expected to involve a sharing of profits; (d) Any OEM agreement, reseller or distribution agreement, volume purchase agreement, corporate end user sales or service agreement, reproduction or replication agreement or manufacturing agreement in which the amount involved exceeds annually, or is expected to exceed in the aggregate over the life of the contract, $50,000 or pursuant to which INT'X.xxx has granted or received manufacturing rights, most favored nation pricing provisions, or exclusive marketing, production, publishing or distribution rights related to any product, group of products or territory; (e) Any agreement, license, franchise, permit, indenture, or authorization which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired, or adversely affected by reason of the execution of this Agreement and all other agreements contemplated hereby, the consummation of the Merger, or the consummation of the transactions contemplated hereby or thereby; (f) Except for trade indebtedness incurred in the ordinary course of business, any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise which individually is in the amount of $50,000 or more; (g) Any license agreement in effect, either as licensor or licensee (excluding nonexclusive hardware and software licenses granted to distributors or end-users and commercially available in-licensed software applications); (h) Any contract or agreement containing covenants purporting to limit INT'X.xxx's or the Material INT'X.xxx Subsidiaries' freedom to compete in any line of business in any geographic area; or (i) Any contract or agreement not elsewhere specifically disclosed pursuant to this Agreement, involving the payment or receipt by INT'X.xxx of more than $250,000 in the aggregate. For purposes of this Section 3.14, a contract, agreement or arrangement shall be considered "in effect" if INT'X.xxx or any Material Subsidiary shall have any obligations or liabilities pursuant to such contract, agreement or arrangement. All contracts, arrangements, plans, agreements, leases, licenses, franchises, permits, indentures, authorizations, instruments and other commitments which are listed in the INT'X.xxx Disclosure Schedule pursuant to this Section 3.14 are valid and in full force and effect and neither INT'X.xxx nor any Material INT'X.xxx Subsidiary has, nor, to the knowledge of INT'X.xxx and the Material INT'X.xxx Subsidiaries, has any other party thereto, breached any material provisions of, or entered into default in any material respect under the terms thereof. INT'X.xxx has delivered to Parent copies of the contracts or agreements, and descriptions of any verbal agreements or arrangements, referred to in this Section 3.14 as in effect on the Prior Agreement Date.

Major Contracts. Neither INT'X.xxx nor any Material INT'X.xxx Subsidiary DMI is not a party to or subject to: (a) Any union contract, or any employment contract or arrangement in effect (other than "at-will" employment arrangements) providing for future compensation, written or oral, with any officer, consultant, director, director or employee; (b) Any plan or contract or arrangement, written or oral, providing for non-standard bonuses, pensions, deferred compensation, retirement payments, profit-sharing sharing, or the like; (c) Any joint venture contract or arrangement or any other agreement which has involved or is expected to involve a sharing of profits; (d) Any OEM agreement, reseller or distribution agreement, volume purchase agreement, corporate end user sales or service agreement, reproduction or replication agreement or manufacturing agreement in which the amount involved exceeds annually, or is expected to exceed in the aggregate over the life of the contract, contract $50,000 25,000 or pursuant to which INT'X.xxx DMI has granted or received manufacturing rights, most favored nation pricing provisions, provisions or exclusive marketing, productionreproduction, publishing or distribution rights related to any product, group of products or territory; (e) Any lease for real or personal property in which the amount of payments which DMI is required to make on an annual basis exceeds $10,000; (f) Any material agreement, license, franchise, permit, indenture, indenture or authorization which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired, impaired or adversely affected by reason of the execution of this Agreement and all other agreements contemplated herebyAgreement, the consummation of the MergerClosing, or the consummation of the transactions contemplated hereby or thereby; (fg) Except for trade indebtedness incurred in the ordinary course of business, any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise which individually is in the amount of $50,000 15,000 or more; (gh) Any material license agreement in effectagreement, either as licensor or licensee (excluding nonexclusive hardware and software licenses granted to distributors or end-users and commercially available in-licensed software applicationsin the ordinary course of business consistent with prior practice);; or (hi) Any contract or agreement containing covenants purporting to limit INT'X.xxxDMI's or the Material INT'X.xxx Subsidiaries' freedom to compete in any line of business in any geographic area; or (i) Any contract or agreement not elsewhere specifically disclosed pursuant to this Agreement, involving the payment or receipt by INT'X.xxx of more than $250,000 in the aggregate. For purposes of this Section 3.14, a contract, agreement or arrangement shall be considered "in effect" if INT'X.xxx or any Material Subsidiary shall have any obligations or liabilities pursuant to such contract, agreement or arrangement. All contracts, arrangements, plans, agreements, leases, licenses, franchises, permits, indentures, authorizations, instruments and other commitments which are listed in the INT'X.xxx DMI Disclosure Schedule pursuant to this Section 3.14 2.2.12 are valid and in full force and effect and neither INT'X.xxx nor any Material INT'X.xxx Subsidiary hasDMI has not, nor, to the best knowledge of INT'X.xxx and the Material INT'X.xxx SubsidiariesDMI, has any other party thereto, breached any material provisions of, or entered into is in default in any material respect under the terms thereof. INT'X.xxx has delivered to Parent copies of the contracts or agreements, and descriptions of any verbal agreements or arrangements, referred to in this Section 3.14 as in effect on the Prior Agreement Date.

Major Contracts. Neither INT'X.xxx nor any Material INT'X.xxx Subsidiary HDI is not a party to or subject to: (a) Any union contract, or any employment contract or o arrangement in effect (other than "at-will" employment arrangements) providing for future compensation, written or oral, with any officer, consultant, director, director or employee; (b) Any plan or contract or arrangement, written or oral, providing for non-standard bonuses, pensions, deferred compensation, retirement payments, profit-sharing sharing, or the like; (c) Any joint venture contract or arrangement or any other agreement which has involved or is expected to involve a sharing of profits; (d) Any OEM agreement, reseller or distribution agreement, volume purchase agreement, corporate end user sales or service agreement, reproduction or replication agreement or manufacturing agreement in which the amount involved exceeds annually, or is expected to exceed in the aggregate over the life of the contract, contract $50,000 25,000 or pursuant to which INT'X.xxx HDI has granted or received manufacturing rights, most favored nation pricing provisions, provisions or exclusive marketing, productionreproduction, publishing or distribution rights related to any product, group of products or territory; (e) Any lease for real or personal property in which the amount of payments which HDI is required to make on an annual basis exceeds $10,000; (f) Any material agreement, license, franchise, permit, indenture, indenture or authorization which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired, impaired or adversely affected by reason of the execution of this Agreement and all other agreements contemplated herebyAgreement, the consummation of the MergerClosing, or the consummation of the transactions contemplated hereby or thereby; (fg) Except for trade indebtedness incurred in the ordinary course of business, any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise which individually is in the amount of $50,000 15,000 or more; (gh) Any material license agreement in effectagreement, either as licensor or licensee (excluding nonexclusive hardware and software licenses granted to distributors or end-users and commercially available in-licensed software applicationsin the ordinary course of business consistent with prior practice);; or (hi) Any contract or agreement containing covenants purporting to limit INT'X.xxxHDI's or the Material INT'X.xxx Subsidiaries' freedom to compete in any line of business in any geographic area; or (i) Any contract or agreement not elsewhere specifically disclosed pursuant to this Agreement, involving the payment or receipt by INT'X.xxx of more than $250,000 in the aggregate. For purposes of this Section 3.14, a contract, agreement or arrangement shall be considered "in effect" if INT'X.xxx or any Material Subsidiary shall have any obligations or liabilities pursuant to such contract, agreement or arrangement. All contracts, arrangements, plans, agreements, leases, licenses, franchises, permits, indentures, authorizations, instruments and other commitments which are listed in the INT'X.xxx HDI Disclosure Schedule pursuant to this Section 3.14 2.1.12 are valid and in full force and effect and neither INT'X.xxx nor any Material INT'X.xxx Subsidiary hasHDI has not, nor, to the best knowledge of INT'X.xxx and the Material INT'X.xxx SubsidiariesHDI, has any other party thereto, breached any material provisions of, or entered into is in default in any material respect under the terms thereof. INT'X.xxx has delivered to Parent copies of the contracts or agreements, and descriptions of any verbal agreements or arrangements, referred to in this Section 3.14 as in effect on the Prior Agreement Date.

Major Contracts. Neither INT'X.xxx nor any Material INT'X.xxx Subsidiary Alacrity is not a party to or subject to:: --------------- (a) Any union contract, or any employment contract or arrangement in effect (other than "at-will" employment arrangements) providing for future compensation, written or oral, with any officer, consultant, director, or employee; (b) Any plan or contract or arrangement, written or oral, providing for non-standard bonuses, pensions, deferred compensation, retirement payments, profit-profit- sharing or the like; (c) Any joint venture contract or arrangement or any other agreement which has involved or is expected to involve a sharing of profits; (d) Any OEM agreement, reseller or distribution agreement, volume purchase agreement, corporate end user sales or service agreement, reproduction or replication agreement or manufacturing agreement in which the amount involved exceeds annually, or is expected to exceed in the aggregate over the life of the contract, $50,000 or pursuant to which INT'X.xxx Alacrity has granted or received manufacturing rights, most favored nation pricing provisions, or exclusive marketing, production, publishing or distribution rights related to any product, group of products or territory; (e) Any lease for personal property in which the amount of payments which Alacrity is required to make on an annual basis exceeds $50,000; (f) Any agreement, license, franchise, permit, indenture, or authorization which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired, or adversely affected by reason of the execution of this Agreement and all other agreements contemplated hereby, the consummation of the Merger, or the consummation of the transactions contemplated hereby or thereby; (fg) Except for trade indebtedness incurred in the ordinary course of business, any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise which individually is in the amount of $50,000 or more; (gh) Any license agreement in effectagreement, either as licensor or licensee (excluding nonexclusive hardware and software licenses granted to distributors or end-users and commercially available in-licensed software applications); (hi) Any contract or agreement containing covenants purporting to limit INT'X.xxxAlacrity's or the Material INT'X.xxx Subsidiaries' freedom to compete in any line of business in any geographic area; or (ij) Any contract or agreement agreement, not elsewhere specifically disclosed pursuant to this Agreement, involving the payment or receipt by INT'X.xxx Alacrity of more than $250,000 50,000 in the aggregate. For purposes of this Section 3.14, a contract, agreement or arrangement shall be considered "in effect" if INT'X.xxx or any Material Subsidiary shall have any obligations or liabilities pursuant to such contract, agreement or arrangement. All contracts, arrangements, plans, agreements, leases, licenses, franchises, permits, indentures, authorizations, instruments and other commitments which are listed in the INT'X.xxx Alacrity Disclosure Schedule pursuant to this Section 3.14 are valid and in full force and effect and neither INT'X.xxx nor any Material INT'X.xxx Subsidiary hasAlacrity has not, nor, to the knowledge of INT'X.xxx and the Material INT'X.xxx SubsidiariesAlacrity, has any other party thereto, breached any material provisions of, or entered into default in any material respect under the terms thereof. INT'X.xxx Since the Unaudited Balance Sheet Date, Alacrity has delivered to Parent copies not amended, modified or terminated the terms of the contracts or agreements, and descriptions of any verbal agreements or arrangements, referred to in this Section 3.14 unless such amendment, modification or termination was in the ordinary course of business and Alacrity has provided TranSwitch with written notification of such. Alacrity is not party to any contract, arrangement, plan, agreement, lease, franchise, permit, indenture, authorization, instrument or other commitment which, upon or as a result of the occurrence of the Closing, requires or will require in effect on the Prior Agreement Datefuture the payment of any amount or the incurrence of any obligation by Alacrity or its successor(s) in interest or increases the amount otherwise payable or the amount or nature of any obligation otherwise owing currently or in the future.

Major Contracts. Neither INT'X.xxx nor any Material INT'X.xxx Subsidiary Calogic is not a party to or subject to:: --------------- (a) Any union contract, or any employment contract or arrangement in effect (other than "at-will" employment arrangements) providing for future compensation, written or oral, with any officer, consultant, director, or employee; (b) Any plan or contract or arrangement, written or oral, providing for non-standard bonuses, pensions, deferred compensation, retirement payments, profit-profit- sharing or the like; (c) Any joint venture contract or arrangement or any other agreement which has involved or is expected to involve a sharing of profits; (d) Any OEM agreement, reseller or distribution agreement, volume purchase agreement, corporate end user sales or service agreement, reproduction or replication agreement or manufacturing agreement in which the amount involved exceeds annually, or is expected to exceed in the aggregate over the life of the contract, $50,000 or pursuant to which INT'X.xxx Calogic has granted or received manufacturing rights, most favored nation pricing provisions, or exclusive marketing, production, publishing or distribution rights related to any product, group of products or territory; (e) Any lease for real or personal property in which the amount of payments which Calogic is required to make on an annual basis exceeds $50,000; (f) Any agreement, license, franchise, permit, indenture, or authorization which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired, or materially adversely affected by reason of the execution of this Agreement and all other agreements contemplated hereby, the consummation of the Merger, or the consummation of the transactions contemplated hereby or thereby; (fg) Except for trade indebtedness incurred in the ordinary course of business, any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise which individually is in the amount of $50,000 or more; (gh) Any license agreement in effectagreement, either as licensor or licensee (excluding nonexclusive hardware and software licenses granted to distributors or end-users and commercially available in-licensed software applications); (hi) Any contract or agreement containing covenants purporting to limit INT'X.xxxCalogic's or the Material INT'X.xxx Subsidiaries' freedom to compete in any line of business in any geographic area; or (ij) Any contract or agreement agreement, not elsewhere specifically disclosed pursuant to this Agreement, other than in the ordinary course of business and involving the payment or receipt by INT'X.xxx Calogic of more than $250,000 50,000 in the aggregate. For purposes To the knowledge of this Section 3.14Calogic, a contractbased upon the fact that Calogic has not received written notice to the contrary, agreement or arrangement shall be considered "in effect" if INT'X.xxx or any Material Subsidiary shall have any obligations or liabilities pursuant to such contract, agreement or arrangement. All all contracts, arrangements, plans, agreements, leases, licenses, franchises, permits, indentures, authorizations, instruments and other commitments which are listed in the INT'X.xxx Calogic Disclosure Schedule pursuant to this Section 3.14 are valid and in full force and effect and neither INT'X.xxx nor any Material INT'X.xxx Subsidiary hasCalogic has not, nor, to the knowledge of INT'X.xxx and the Material INT'X.xxx Subsidiaries, has any other party thereto, materially breached any material provisions of, or entered into material default in any material respect under the terms thereof. INT'X.xxx Since the Audited Balance Sheet Date, Calogic has delivered to Parent copies not amended, modified or terminated the terms of the contracts or agreements, and descriptions of any verbal agreements or arrangements, referred to in this Section 3.14 as unless such amendment, modification or termination was in effect on the Prior Agreement Dateordinary course of business and Calogic has provided Parent with written notification of such.

Major Contracts. Neither INT'X.xxx nor any Material INT'X.xxx Subsidiary Xyz is not a party to or subject to: (a) Any union contract, or any employment contract or arrangement in effect (other than "“at-will" ” employment arrangements) providing for future compensation, written or oral, with any officer, consultant, director, or employee; (b) Any plan or contract or arrangement, written or oral, providing for non-standard bonuses, pensions, deferred compensation, retirement payments, profit-sharing or the like; (c) Any joint venture contract or arrangement or any other agreement which has involved or is expected to involve a sharing of profits; (d) Any OEM agreement, reseller or distribution agreement, sales agency agreement, volume purchase agreement, corporate end user sales or service agreement, reproduction or replication agreement or manufacturing agreement in which the amount involved exceeds annually, or is expected to exceed in the aggregate over the life of the contract, $50,000 25,000 or pursuant to which INT'X.xxx Xyz has granted or received manufacturing rights, most favored nation pricing provisions, or exclusive marketing, production, publishing or distribution rights related to any product, group of products or territory; (e) Any lease for real property, and any lease for personal property in which the amount of payments which Xyz is required to make on an annual basis exceeds $25,000; (f) Any agreement, license, franchise, permit, indenture, or authorization which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired, or adversely affected by reason of the execution of this Agreement and all other agreements contemplated hereby, the consummation of the Merger, or the consummation of the transactions contemplated hereby or thereby; (fg) Except for trade indebtedness incurred in the ordinary course of business, any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise which individually is in the amount of $50,000 [●] or more; (gh) Any license agreement in effectagreement, either as licensor or licensee (excluding nonexclusive hardware and software licenses granted to distributors or end-users and commercially available in-licensed software applications); (hi) Any contract or agreement containing covenants purporting to limit INT'X.xxx's or the Material INT'X.xxx Subsidiaries' Xyz’s freedom to compete in any line of business in any geographic area; or (ij) Any contract or agreement agreement, not elsewhere specifically disclosed pursuant to this Agreement, involving the payment or receipt by INT'X.xxx Xyz of more than $250,000 [●] in the aggregate. For purposes of this Section 3.14, a contract, agreement or arrangement shall be considered "in effect" if INT'X.xxx or any Material Subsidiary shall have any obligations or liabilities pursuant to such contract, agreement or arrangement. All contracts, arrangements, plans, agreements, leases, licenses, franchises, permits, indentures, authorizations, instruments and other commitments which are listed in the INT'X.xxx Disclosure Schedule pursuant to this Section 3.14 are valid and in full force and effect and neither INT'X.xxx nor any Material INT'X.xxx Subsidiary has, nor, to the knowledge of INT'X.xxx and the Material INT'X.xxx Subsidiaries, has any other party thereto, breached any material provisions of, or entered into default in any that is otherwise material respect under to Xyz. Since the Audited Balance Sheet Date, Xyz has not amended, modified or terminated the terms thereof. INT'X.xxx has delivered to Parent copies of the contracts or agreements, and descriptions of any verbal agreements or arrangements, referred to in this Section 3.14 as 2.13 unless such amendment, modification or termination was in effect on the Prior Agreement Dateordinary course of business and Xyz has provided the Buyer with written notification of such.

Major Contracts. Neither INT'X.xxx nor any Material INT'X.xxx Subsidiary Except as set forth in the Driveoff Disclosure Schedule, Driveoff is not a party to or subject to: (a) Any union contract, or any employment contract or arrangement in effect (other than "at-will" employment arrangements) providing for future compensation, written or oral, of any type (including with respect to future grants of options) with any officer, consultant, director, employee or employeecompany that leases or loans workers. When a reference is made in this Agreement to employees, such reference shall include common law employees, however characterized by Driveoff; (b) Any plan or contract or arrangement, written or oral, providing for non-standard bonuses, pensions, deferred compensation, retirement payments, profit-sharing sharing, severance payment, disability benefits, life insurance or other welfare benefits, or the like; (c) Any joint venture contract or arrangement or any other agreement which has involved or is expected to involve a sharing of profits; (d) Any OEM service agreement, reseller or distribution agreement, volume purchase agreement, corporate end user sales or service agreement, reproduction or replication agreement or manufacturing agreement in which the amount involved exceeds annually, or is expected to exceed in the aggregate over the life of the contract, $50,000 25,000, or pursuant to which INT'X.xxx Driveoff has granted or received manufacturing rights, most favored nation pricing provisions, provisions or exclusive marketing, productionreproduction, publishing publishing, or distribution rights related to any product, service offering, group of products or services, or territory; (e) Any lease for real or personal property in which the amount of payments which Driveoff is required to make on an annual basis exceeds $25,000; (f) Any material agreement, license, franchise, permit, indenture, indenture or authorization which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired, impaired or adversely affected by reason of the execution of this Agreement and all other agreements contemplated herebyAgreement, the consummation Closing of the MergerTransactions, or the consummation of the transactions contemplated hereby or thereby; (fg) Except for trade indebtedness incurred in the ordinary course of business, any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise which individually is in the amount of $50,000 25,000 or more; (gh) Any material license agreement in effectagreement, either as licensor or licensee (excluding nonexclusive hardware and software licenses granted to distributors or end-users and commercially available in-licensed software applicationscustomers in the ordinary course of business consistent with prior practice); (hi) Any contract or agreement containing covenants purporting to materially limit INT'X.xxxDriveoff's or the Material INT'X.xxx Subsidiaries' freedom to compete in any line of business in any geographic area; or (ij) Any other material contract or agreement not elsewhere specifically disclosed pursuant to this Agreement, involving the payment or receipt by INT'X.xxx of more than $250,000 in the aggregate. For purposes of this Section 3.14, a contract, agreement or arrangement shall be considered "in effect" if INT'X.xxx or any Material Subsidiary shall have any obligations or liabilities pursuant to such contract, agreement or arrangementagreement. All contracts, arrangements, plans, agreements, leases, licenses, franchises, permits, indentures, authorizations, instruments and other commitments which are listed in on the INT'X.xxx Driveoff Disclosure Schedule pursuant to this Section 3.14 2.2.15 are valid and in full force and effect and neither INT'X.xxx Driveoff has not, nor any Material INT'X.xxx Subsidiary has, nor, to the knowledge of INT'X.xxx and the Material INT'X.xxx Subsidiaries, Driveoff or Navidec has any other party theretoparty, breached any material provisions of, or entered into default in any material respect under the terms thereof. INT'X.xxx has delivered to Parent copies of the contracts or agreements, and descriptions of any verbal agreements or arrangements, referred to in this Section 3.14 as in effect on the Prior Agreement Date.

Major Contracts. Neither INT'X.xxx nor any Material INT'X.xxx Subsidiary Except as otherwise disclosed in Section 2.14 of the Disclosure Schedule neither the Company nor, for purposes of paragraphs (a) and (b) below, the Seller, is a party to or subject to: (a) Any union contract, employment or any employment services contract or arrangement in effect (other than "at-will" employment arrangements) providing for future compensation, written or oral, with any officerEmployee or director of the Company which (i) exceeds $100,000 per annum, consultant, director, and (ii) is not terminable by it on 30 days' notice or employee; less without penalty or obligation to make payments related to such termination; (b) Any plan or contract or arrangement, written or oral, providing for non-standard bonuses, pensions, deferred compensation, retirement payments, profit-sharing sharing, or the like; like exceeding $100,000; (c) Any joint venture contract agreement or arrangement or any other agreement which has involved or is expected to involve a sharing of profits; profits of $100,000 or more to other persons; (d) Any OEM original equipment manufacturer agreement, reseller or distribution agreement, volume purchase agreement, corporate end user sales or service agreement, reproduction or replication agreement or manufacturing agreement agreement, written or oral, in which the amount involved exceeds annuallyannually $100,000, or is expected to exceed in the aggregate over the life of the contractagreement, $50,000 1,000,000 or pursuant to which INT'X.xxx the Company has granted or received manufacturing rights, most favored nation pricing provisions, provisions or exclusive marketing, production, publishing or distribution marketing rights related to any product, group of products or territory; ; (e) Any lease for immovable (or real) property or moveable (or personal) property in which the amount of payments which the Company is required to make on an annual basis exceeds $150,000; (f) Any material agreement, license, franchise, permit, indenture, indenture or authorization (other than one which has not been terminated or performed in its entirety and not renewed renewed) which may be, by its terms, terminated, impaired, impaired or adversely affected by reason of the execution of this Agreement and all other agreements contemplated herebyAgreement, the consummation approval of the Merger, Reorganization or the consummation of the transactions contemplated hereby or thereby; ; (fg) Except for trade indebtedness and intercompany debt between the Seller and the Company incurred in the ordinary course Ordinary Course of businessBusiness, any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise which individually is in the amount of $50,000 100,000 or more; ; (gh) Any material license agreement in effectagreement, either as licensor or licensee (excluding nonexclusive hardware and software licenses granted to distributors customers or end-users and commercially available in-licensed software applicationsin the Ordinary Course of Business); (hi) Any contract or agreement containing covenants purporting to limit INT'X.xxxthe Company's or the Material INT'X.xxx Subsidiaries' freedom to compete in any line of business or market segment in any geographic area; or (ij) Any contract or agreement not elsewhere specifically disclosed pursuant to this Agreement, involving the payment or receipt by INT'X.xxx of more than $250,000 in the aggregate. For purposes of this Section 3.14, a contract, agreement or other arrangement shall be considered "in effect" if INT'X.xxx with the Seller or any Material Subsidiary shall have any obligations or liabilities pursuant to such contractof the Seller's Subsidiaries, agreement or arrangementother than the License and Services Agreement dated as of June 27, 1994 between the Company and the Seller (the "Intercompany Agreement"). All contracts, plans, arrangements, plans, agreements, leases, licenses, franchises, permits, indentures, authorizations, instruments and other commitments which are listed in the INT'X.xxx Disclosure Schedule pursuant to this Section 3.14 2.14 are valid and in full force and effect and neither INT'X.xxx effect; the Company has not, nor any Material INT'X.xxx Subsidiary has, nor, to the knowledge of INT'X.xxx and the Material INT'X.xxx Subsidiaries, Company has any other party thereto, breached any material provisions of, or entered into thereof; and the Company is not in default in any material respect under the terms thereof. INT'X.xxx has delivered to Parent copies of the contracts or agreements, and descriptions of any verbal agreements or arrangements, referred to in this Section 3.14 as in effect on the Prior Agreement Date.

Major Contracts. Neither INT'X.xxx nor any Material INT'X.xxx Subsidiary is a party to or subject to: (a) Any union contract, or any employment contract or arrangement in effect (other than "at-will" employment arrangements) providing for future compensation, written or oral, with any officer, consultant, director, or employee; (b) Any plan or contract or arrangement, written or oral, providing for non-standard bonuses, pensions, deferred compensation, retirement payments, profit-sharing or the like; (c) Any joint venture contract or arrangement or any other agreement which has involved or is expected to involve a sharing of profits; (d) Any OEM agreement, reseller or distribution agreement, volume purchase agreement, corporate end user sales or service agreement, reproduction or replication agreement or manufacturing agreement in which the amount involved exceeds annually, or is expected to exceed in the aggregate over the life of the contract, $50,000 or pursuant to which INT'X.xxx has granted or received manufacturing rights, most favored nation pricing provisions, or exclusive marketing, production, publishing or distribution rights related to any product, group of products or territory; (e) Any agreement, license, franchise, permit, indenture, or authorization which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired, or adversely affected by reason of the execution of this Agreement and all other agreements contemplated hereby, the consummation of the Merger, or the consummation of the transactions contemplated hereby or thereby; (f) Except for trade indebtedness incurred in the ordinary course of business, any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise which individually is in the amount of $50,000 or more; (g) Any license agreement in effect, either as licensor or licensee (excluding nonexclusive hardware and software licenses granted to distributors or end-users and commercially available in-licensed software applications); (h) Any contract or agreement containing covenants purporting to limit INT'X.xxx's or the Material INT'X.xxx Subsidiaries' freedom to compete in any line of business in any geographic area; or (i) Any contract or agreement not elsewhere specifically disclosed pursuant to this Agreement, involving the payment or receipt by INT'X.xxx of more than $250,000 in the aggregate. For purposes of this Section 3.14, a contract, agreement or arrangement shall be considered "in effect" if INT'X.xxx or any Material Subsidiary shall have any obligations or liabilities pursuant to such contract, agreement or arrangement. All contracts, arrangements, plans, agreements, leases, licenses, franchises, permits, indentures, authorizations, instruments and other commitments which are listed in the INT'X.xxx Disclosure Schedule pursuant to this Section 3.14 are valid and in full force and effect and neither INT'X.xxx nor any Material INT'X.xxx Subsidiary has, nor, to the knowledge of INT'X.xxx and the Material INT'X.xxx Subsidiaries, has any other party thereto, breached any material provisions of, or entered into default in any material respect under the terms thereof. INT'X.xxx has delivered to Parent copies of the contracts or agreements, and descriptions of any verbal agreements or arrangements, referred to in this Section 3.14 as in effect on the Prior Agreement Datedate of this Agreement.

Major Contracts. Neither INT'X.xxx Company nor any Material INT'X.xxx Subsidiary of its Subsidiaries --------------- is a party to or subject to: (a) Any union contract, or any employment contract or arrangement in effect (other than "at-will" employment arrangements) providing for future compensation, written or oral, with any officer, consultant, director, director or employee; (b) Any plan or contract or arrangement, written or oral, providing for non-standard bonuses, pensions, deferred compensation, retirement payments, profit-sharing sharing, or the like; (c) Any joint venture contract or arrangement or any other agreement which has involved or is expected to involve a sharing of profits; (d) Any OEM agreement, reseller or distribution agreement, volume purchase agreement, corporate end user sales or service agreement, reproduction or replication agreement or manufacturing agreement in which the amount involved exceeds annually, or is expected to exceed in the aggregate over the life of the contract, contract $50,000 10,000 or pursuant to which INT'X.xxx Company has granted or received manufacturing rights, most favored nation pricing provisions, provisions or exclusive marketing, productionreproduction, publishing or distribution rights related to any product, group of products or territory; (e) Any lease for real or personal property in which the amount of payments which Company is required to make on an annual basis exceeds $10,000; (f) Any material agreement, license, franchise, permit, indenture, indenture or authorization which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired, impaired or adversely affected by reason of the execution of this Agreement and all other agreements contemplated herebyAgreement, the consummation Closing of the Merger, or the consummation of the transactions contemplated hereby or thereby; (fg) Except for trade indebtedness incurred in the ordinary course of business, any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise which individually is in the amount of $50,000 10,000 or more; (gh) Any material license agreement in effectagreement, either as licensor or licensee (excluding nonexclusive hardware and software licenses granted to distributors or end-users and commercially available in-licensed software applicationsin the ordinary course of business consistent with prior practice);; or (hi) Any contract or agreement containing covenants purporting to limit INT'X.xxxCompany's or the Material INT'X.xxx Subsidiaries' freedom to compete in any line of business in any geographic area; or (i) Any contract or agreement not elsewhere specifically disclosed pursuant to this Agreement, involving the payment or receipt by INT'X.xxx of more than $250,000 in the aggregate. For purposes of this Section 3.14, a contract, agreement or arrangement shall be considered "in effect" if INT'X.xxx or any Material Subsidiary shall have any obligations or liabilities pursuant to such contract, agreement or arrangement. All contracts, arrangements, plans, agreements, leases, licenses, franchises, permits, indentures, authorizations, instruments and other commitments which are listed in the INT'X.xxx Company Disclosure Schedule pursuant to this Section 3.14 2.1.15 are valid and in full force and effect and neither INT'X.xxx nor any Material INT'X.xxx Subsidiary hasCompany has not, nor, to the best knowledge of INT'X.xxx and the Material INT'X.xxx SubsidiariesCompany, has any other party thereto, breached any material provisions of, or entered into default in any material respect under the terms thereof. INT'X.xxx has delivered to Parent copies of the contracts or agreements, and descriptions of any verbal agreements or arrangements, referred to in this Section 3.14 as in effect on the Prior Agreement Date.

Major Contracts. Neither INT'X.xxx nor any Material INT'X.xxx Subsidiary Except for the agreements set out in Schedule E (the "MATERIAL OFFSHORE CONTRACTS") it is not a party to or subject tobound by: (ai) Any union contract, or any employment contract or arrangement in effect (other than "at-will" employment arrangements) providing for future compensation, written or oral, annual salary in excess of US$12,000 with any officer, consultant, director, officer or employeeemployee or with any consultant or director providing for annual compensation in excess of US$12,000; (bii) Any plan or contract or arrangement, written or oral, providing for non-standard bonuses, pensions, deferred compensation, retirement payments, profit-sharing sharing, severance, acceleration of vesting of benefits, payments upon change of control events, or the like; (ciii) Any joint venture contract or arrangement or any other agreement which that has involved or is expected to involve a sharing of profits; (div) Any OEM agreement, reseller licensing or distribution agreement, volume purchase agreement, corporate end user sales or service agreement, reproduction or replication agreement or manufacturing production agreement in which the amount involved exceeds annually, or is expected to exceed in the aggregate over the life of the contract, $US$50,000 or pursuant to which INT'X.xxx any it has granted or received manufacturing rights, most favored favoured nation pricing provisions, or exclusive marketing, productionreproduction, publishing or distribution rights related to any product, group of products or territory; (ev) Any lease for real or personal property in which the amount of payments which it is required to make on an annual basis exceeds US$10,000; (vi) Any agreement, franchise, or indenture where the amount of consideration payable thereunder is greater than US$50,000 in any year during the term of such agreement, franchise or indenture and which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired, or adversely affected by reason of the execution of this Agreement and the Ancillary Agreements, the Release, the Closing or the consummation of the transactions contemplated; (vii) Any license, franchise, permit, indenture, or authorization which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired, or adversely affected by reason of the execution of this Agreement and all other agreements contemplated herebythe Ancillary Agreements, the consummation of Release, the Merger, Closing or the consummation of the transactions contemplated hereby or therebycontemplated; (fviii) Except for trade indebtedness incurred in the ordinary course of business, any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise which individually is in the amount of $50,000 US$20,000 or more;; or (g) Any license agreement in effect, either as licensor or licensee (excluding nonexclusive hardware and software licenses granted to distributors or end-users and commercially available in-licensed software applications); (hix) Any contract or agreement containing covenants purporting to limit INT'X.xxx's or the Material INT'X.xxx Subsidiaries' its freedom to compete in any line of business in any geographic area; or (i) Any contract or agreement not elsewhere specifically disclosed pursuant to this Agreement, involving the payment or receipt by INT'X.xxx of more than $250,000 in the aggregate. For purposes of this Section 3.14, a contract, agreement or arrangement shall be considered "in effect" if INT'X.xxx or any Material Subsidiary shall have any obligations or liabilities pursuant to such contract, agreement or arrangement. All contracts, arrangements, plans, agreements, leases, licenses, franchises, permits, indentures, authorizations, instruments and other commitments which are listed in the INT'X.xxx Disclosure Schedule pursuant to this Section 3.14 Material Offshore Contracts are valid and in full force and effect and neither INT'X.xxx it has not nor any Material INT'X.xxx Subsidiary has, nor, to the knowledge of INT'X.xxx and the Material INT'X.xxx Subsidiaries, has any other party thereto, thereto breached any material provisions of, or entered into default in any material respect under the terms thereofthereof other than such beaches or defaults that have been cured or would not, individually or in the aggregate, have a Material Adverse Change on its business. INT'X.xxx It has delivered made available to Parent copies the Purchaser a copy of each of the Material Offshore Contracts specified in Schedule E together with all amendments, material written waivers or other material written changes thereto. All outstanding Material Offshore Contracts relating to Trinity Hong Kong are listed in Schedule E and Trinity Hong Kong has not entered into any other contracts or agreements, and descriptions which are outstanding as at the date of any verbal agreements or arrangements, referred to in this Section 3.14 as in effect on the Prior Agreement DateAgreement.

Major Contracts. Neither INT'X.xxx nor any Material INT'X.xxx Subsidiary Company is not a party to or subject to:: --------------- (a) Any union contract, or any employment contract or arrangement in effect (other than "at-will" employment arrangements) providing for future compensation, written or oral, with any officer, consultant, director, director or employee; (b) Any plan or contract or arrangement, written or oral, providing for non-standard bonuses, pensions, deferred compensation, retirement payments, profit-sharing sharing, or the like; (c) Any joint venture contract or arrangement or any other agreement which has involved or is expected to involve a sharing of profits; (d) Any OEM agreement, reseller or distribution agreement, volume purchase agreement, corporate end user sales or service agreement, reproduction or replication agreement or manufacturing agreement in which the amount involved exceeds annually, or is expected to exceed in the aggregate over the life of the contract, contract $50,000 25,000 or pursuant to which INT'X.xxx Company has granted or received manufacturing rights, most favored nation pricing provisions, provisions or exclusive marketing, productionreproduction, publishing or distribution rights related to any product, group of products or territory; (e) Any lease for real or personal property in which the amount of payments which Company is required to make on an annual basis exceeds $10,000; (f) Any material agreement, license, franchise, permit, indenture, indenture or authorization which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired, impaired or adversely affected by reason of the execution of this Agreement and all other agreements contemplated herebyAgreement, the consummation Closing of the Merger, or the consummation of the transactions contemplated hereby or thereby; (fg) Except for trade indebtedness incurred in the ordinary course of business, any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise which individually is in the amount of $50,000 15,000 or more; (gh) Any material license agreement in effectagreement, either as licensor or licensee (excluding nonexclusive hardware and software licenses granted to distributors or end-users and commercially available intrademark licenses granted to co-licensed software applicationsmarketing partners in the ordinary course of business consistent with prior practice);; or (hi) Any contract or agreement containing covenants purporting to limit INT'X.xxxCompany's or the Material INT'X.xxx Subsidiaries' freedom to compete in any line of business in any geographic area; or (i) Any contract or agreement not elsewhere specifically disclosed pursuant to this Agreement, involving the payment or receipt by INT'X.xxx of more than $250,000 in the aggregate. For purposes of this Section 3.14, a contract, agreement or arrangement shall be considered "in effect" if INT'X.xxx or any Material Subsidiary shall have any obligations or liabilities pursuant to such contract, agreement or arrangement. All contracts, arrangements, plans, agreements, leases, licenses, franchises, permits, indentures, authorizations, instruments and other commitments which are listed in the INT'X.xxx Company Disclosure Schedule pursuant to this Section 3.14 2.1.14 are valid and in full force and effect and neither INT'X.xxx nor any Material INT'X.xxx Subsidiary hasCompany has not, nor, to the best knowledge of INT'X.xxx and the Material INT'X.xxx SubsidiariesCompany, has any other party thereto, breached any material provisions of, or entered into is in default in any material respect under the terms thereof. INT'X.xxx has delivered to Parent copies of the contracts or agreements, and descriptions of any verbal agreements or arrangements, referred to in this Section 3.14 as in effect on the Prior Agreement Date.

Major Contracts. Neither INT'X.xxx nor any Material INT'X.xxx Subsidiary Calogic is not a party to or subject to: (a) Any union contract, or any employment contract or arrangement in effect (other than "at-will" employment arrangements) providing for future compensation, written or oral, with any officer, consultant, director, or employee; (b) Any plan or contract or arrangement, written or oral, providing for non-standard bonuses, pensions, deferred compensation, retirement payments, profit-sharing or the like; (c) Any joint venture contract or arrangement or any other agreement which has involved or is expected to involve a sharing of profits; (d) Any OEM agreement, reseller or distribution agreement, volume purchase agreement, corporate end user sales or service agreement, reproduction or replication agreement or manufacturing agreement in which the amount involved exceeds annually, or is expected to exceed in the aggregate over the life of the contract, $50,000 or pursuant to which INT'X.xxx Calogic has granted or received manufacturing rights, most favored nation pricing provisions, or exclusive marketing, production, publishing or distribution rights related to any product, group of products or territory; (e) Any lease for real or personal property in which the amount of payments which Calogic is required to make on an annual basis exceeds $50,000; (f) Any agreement, license, franchise, permit, indenture, or authorization which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired, or materially adversely affected by reason of the execution of this Agreement and all other agreements contemplated hereby, the consummation of the Merger, or the consummation of the transactions contemplated hereby or thereby; (fg) Except for trade indebtedness incurred in the ordinary course of business, any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise which individually is in the amount of $50,000 or more; (gh) Any license agreement in effectagreement, either as licensor or licensee (excluding nonexclusive hardware and software licenses granted to distributors or end-users and commercially available in-licensed software applications); (hi) Any contract or agreement containing covenants purporting to limit INT'X.xxxCalogic's or the Material INT'X.xxx Subsidiaries' freedom to compete in any line of business in any geographic area; or (ij) Any contract or agreement agreement, not elsewhere specifically disclosed pursuant to this Agreement, other than in the ordinary course of business and involving the payment or receipt by INT'X.xxx Calogic of more than $250,000 50,000 in the aggregate. For purposes To the knowledge of this Section 3.14Calogic, a contractbased upon the fact that Calogic has not received written notice to the contrary, agreement or arrangement shall be considered "in effect" if INT'X.xxx or any Material Subsidiary shall have any obligations or liabilities pursuant to such contract, agreement or arrangement. All all contracts, arrangements, plans, agreements, leases, licenses, franchises, permits, indentures, authorizations, instruments and other commitments which are listed in the INT'X.xxx Calogic Disclosure Schedule pursuant to this Section 3.14 are valid and in full force and effect and neither INT'X.xxx nor any Material INT'X.xxx Subsidiary hasCalogic has not, nor, to the knowledge of INT'X.xxx and the Material INT'X.xxx Subsidiaries, has any other party thereto, materially breached any material provisions of, or entered into material default in any material respect under the terms thereof. INT'X.xxx Since the Audited Balance Sheet Date, Calogic has delivered to Parent copies not amended, modified or terminated the terms of the contracts or agreements, and descriptions of any verbal agreements or arrangements, referred to in this Section 3.14 as unless such amendment, modification or termination was in effect on the Prior Agreement Dateordinary course of business and Calogic has provided Parent with written notification of such.

Major Contracts. Neither INT'X.xxx nor any Material INT'X.xxx Subsidiary Except as set forth in Section 3.14 of the Natchez Disclosure Schedule, Natchez is not a party to or subject to: (a) Any union contract, or any employment contract or arrangement in effect (other than "at-will" employment arrangements) providing for future compensation, written or oral, with any officer, consultant, director, or employee; (b) Any plan or contract or arrangement, written or oral, providing for non-standard bonuses, pensions, deferred compensation, retirement payments, profit-profit- sharing or the like; (c) Any joint venture contract or arrangement or any other agreement which has involved or is expected to involve a sharing of profits; (d) Any OEM agreement, reseller or distribution agreement, volume purchase agreement, corporate end user sales or service agreement, reproduction or replication agreement or manufacturing agreement in which the amount involved exceeds annually, or is expected to exceed in the aggregate over the life of the contract, $50,000 25,000 or pursuant to which INT'X.xxx Natchez has granted or received manufacturing rights, most favored nation pricing provisions, or exclusive marketing, production, publishing or distribution rights related to any product, group of products or territory; (e) Any agreement, license, franchise, permit, indenture, or authorization which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired, or adversely affected by reason of the execution of this Agreement and all other agreements contemplated hereby, the consummation of the Merger, or the consummation of the transactions contemplated hereby or thereby; (f) Except for trade indebtedness incurred in the ordinary course of business, any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise which individually is in the amount of $50,000 25,000 or more; (g) Any license agreement in effect, either as licensor or licensee (excluding nonexclusive hardware and software licenses granted to distributors or end-users and commercially available in-licensed software applications); (hf) Any contract or agreement containing covenants purporting to limit INT'X.xxxNatchez's or the Material INT'X.xxx Subsidiaries' freedom to compete in any line of business in any geographic area; or (ig) Any contract or agreement agreement, not elsewhere specifically disclosed pursuant to this Agreement, involving the payment or receipt by INT'X.xxx Natchez of more than $250,000 25,000 in the aggregate. For purposes aggregate and where payment in full by Natchez or to Natchez has not occurred as of this Section 3.14, a contract, agreement or arrangement shall be considered "in effect" if INT'X.xxx or any Material Subsidiary shall have any obligations or liabilities pursuant to such contract, agreement or arrangementthe date hereof. All contracts, arrangements, plans, agreements, leases, licenses, franchises, permits, indentures, authorizations, instruments and other commitments which are listed in the INT'X.xxx Natchez Disclosure Schedule pursuant to this Section 3.14 are valid and in full force and effect against Natchez and neither INT'X.xxx nor any Material INT'X.xxx Subsidiary hasto the knowledge of Natchez against each other party thereto and Natchez has not, nor, to the knowledge of INT'X.xxx and the Material INT'X.xxx SubsidiariesNatchez, has any other party thereto, breached any material provisions of, or entered into default in any material respect under the terms thereof. INT'X.xxx Since the Unaudited Balance Sheet Date, Natchez has delivered to Parent copies not amended, modified or terminated the terms of the contracts or agreements, and descriptions of any verbal agreements or arrangements, referred to in this Section 3.14 as unless such amendment, modification or termination was in effect on the Prior Agreement Dateordinary course of business and Natchez has provided Parent with written notification of such (including through the Natchez Disclosure Schedule).

Major Contracts. Neither INT'X.xxx Except as set forth on Section 3.14 of Hostcentric Disclosure Schedule, neither Hostcentric nor any Material INT'X.xxx Subsidiary is a party to or subject toto any of the following: (a) Any union contract, or any employment contract or arrangement in effect (other than "at-will" employment arrangements) providing for future compensation, written or oral, with any officer, consultant, director, or employee; (b) Any plan or contract or arrangement, written or oral, providing for non-standard bonuses, pensions, deferred compensation, retirement payments, profit-sharing or the like; (c) Any joint venture contract or arrangement or any other agreement which has involved or is expected to involve a sharing of profits; (d) Any OEM agreement, reseller or distribution agreement, volume purchase agreement, corporate end user sales or service agreement, reproduction or replication agreement or manufacturing agreement in which the amount involved exceeds annually, or is expected to exceed in the aggregate over the life of the contract, $50,000 25,000 annually or pursuant to which INT'X.xxx Hostcentric has granted or received manufacturing rights, most favored nation pricing provisions, or exclusive marketing, production, publishing or distribution rights related to any product, group of products or territory; (e) Any agreement, license, franchise, permit, indenture, or authorization in which has not been terminated or performed in its entirety and not renewed the amount involved exceeds $25,000 annually which may be, by its terms, terminated, impaired, or adversely affected by reason be terminated as a result of the execution of this Agreement and all or any other agreements contemplated hereby, the consummation of the Merger, or the consummation of the transactions contemplated hereby or therebyMerger; (f) Except for trade indebtedness incurred in which the ordinary course of businessamount involved does not exceed $25,000, any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise which individually is in the amount of $50,000 or moreotherwise; (g) Any license agreement in effectagreement, either as licensor or licensee (excluding nonexclusive hardware and software licenses granted to distributors or end-users and commercially available in-in licensed software applications); (h) Any customer contract or agreement (including month-to-month agreements) containing covenants purporting to limit INT'X.xxxHostcentric's or the Material INT'X.xxx Subsidiaries' freedom to compete in any line of business in any geographic area; or (i) Any contract or agreement agreement, not elsewhere specifically disclosed pursuant to this Agreement, involving the payment or receipt by INT'X.xxx Hostcentric or any Subsidiary of more than $250,000 25,000 in the aggregate. For purposes of this Section 3.14, a contract, agreement or arrangement shall be considered "in effect" if INT'X.xxx or any Material Subsidiary shall have any obligations or liabilities pursuant to such contract, agreement or arrangementaggregate annually. All contracts, arrangements, plans, agreements, leases, licenses, franchises, permits, indentures, authorizations, instruments and other commitments which are listed in the INT'X.xxx Hostcentric Disclosure Schedule pursuant to this Section 3.14 are valid and in full force and effect and neither INT'X.xxx Hostcentric nor any Material INT'X.xxx Subsidiary has, nor, to the knowledge of INT'X.xxx and the Material INT'X.xxx SubsidiariesHostcentric, has any other party thereto, breached any material provisions of, or entered into default defaulted in any material respect under the terms thereof, which would have a Material Adverse Effect on Hostcentric. INT'X.xxx Since November 30, 2002, neither Hostcentric nor any Subsidiary has delivered to Parent copies amended, modified or terminated the terms of the contracts or agreements, and descriptions of any verbal agreements or arrangements, referred to in this Section 3.14 as unless such amendment, modification or termination was in effect the ordinary course of business and Hostcentric has provided Interland with a copy of such amendment, modification or termination. In this Agreement, a "material contract," a "material agreement" or a "material commitment" of Hostcentric requiring disclosure herein is any agreement, contract or commitment that obligates or entitles Hostcentric to incur expenses or creates a financial obligation or benefit in the aggregate amount of $25,000 or more annually, and which is not terminable without liability on the Prior Agreement Datethirty (30) days' notice or less.

Major Contracts. Neither INT'X.xxx nor any Material INT'X.xxx Subsidiary Except as set forth on Schedule 3.14, Celsys is not a party to or subject to: (a) Any union contract, or any employment contract or arrangement in effect (other than "“at-will" ” employment arrangements) providing for future compensation, written or oral, with any officer, consultant, director, or employee; (b) Any plan or contract or arrangement, written or oral, providing for non-standard bonuses, pensions, deferred compensation, retirement payments, profit-sharing or the like; (c) Any joint venture contract or arrangement or any other agreement which has involved or is expected to involve a sharing of profits; (d) Any OEM agreement, reseller or distribution agreement, volume purchase agreement, corporate end user sales or service agreement, reproduction or replication agreement or manufacturing agreement in which the amount involved exceeds annually, or is expected to exceed in the aggregate over the life of the contract, $50,000 25,000 or pursuant to which INT'X.xxx Celsys has granted or received manufacturing rights, most favored nation pricing provisions, or exclusive marketing, production, publishing or distribution rights related to any product, group of products or territory; (e) Any lease for real property, and any lease for personal property in which the amount of payments which Celsys is required to make on an annual basis exceeds $25,000; (f) Any agreement, license, franchise, permit, indenture, or authorization which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired, or adversely affected by reason of the execution of this Agreement and all other agreements contemplated hereby, the consummation of the Merger, or the consummation of the transactions contemplated hereby or thereby; (fg) Except for trade indebtedness incurred in the ordinary course of business, any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise which individually is in the amount of $50,000 25,000 or more; (gh) Any license agreement in effectagreement, either as licensor or licensee (excluding nonexclusive hardware and software licenses granted to distributors or end-users and commercially available in-licensed software applications); (hi) Any contract or agreement containing covenants purporting to limit INT'X.xxx's or the Material INT'X.xxx Subsidiaries' Celsys’s freedom to compete in any line of business in any geographic area; or (ij) Any contract or agreement agreement, not elsewhere specifically disclosed pursuant to this Agreement, involving the payment or receipt by INT'X.xxx Celsys of more than $250,000 25,000 in the aggregate. For purposes of this Section 3.14, a contract, agreement or arrangement shall be considered "in effect" if INT'X.xxx or any Material Subsidiary shall have any obligations or liabilities pursuant to such contract, agreement or arrangement. All contracts, arrangements, plans, agreements, leases, licenses, franchises, permits, indentures, authorizations, instruments and other commitments which are listed in the INT'X.xxx Celsys Disclosure Schedule pursuant to this Section 3.14 are valid and in full force and effect and neither INT'X.xxx nor any Material INT'X.xxx Subsidiary hasCelsys has not, nor, to the knowledge of INT'X.xxx and the Material INT'X.xxx SubsidiariesCelsys, has any other party thereto, breached any material provisions of, or entered into default in any material respect under the terms thereof. INT'X.xxx Since the Unaudited Balance Sheet Date, Celsys has delivered to Parent copies not amended, modified or terminated the terms of the contracts or agreements, and descriptions of any verbal agreements or arrangements, referred to in this Section 3.14 as unless such amendment, modification or termination was in effect on the Prior Agreement Dateordinary course of business and Celsys has provided Parent with written notification of such.

Major Contracts. Neither INT'X.xxx nor any Material INT'X.xxx Subsidiary Except as listed in Section 3.14 of the Onex --------------- Disclosure Schedule, Onex is not a party to or subject to: (a) Any union contract, or any employment contract or arrangement in effect (other than "at-will" employment arrangements) providing for future compensation, written or oral, with any officer, consultant, director, or employee; (b) Any plan or contract or arrangement, written or oral, providing for non-standard bonuses, pensions, deferred compensation, retirement payments, profit-profit- sharing or the like; (c) Any joint venture contract or arrangement or any other agreement which has involved or is expected to involve a sharing of profits; (d) Any OEM agreement, reseller or distribution agreement, volume purchase agreement, corporate end user sales or service agreement, reproduction or replication agreement or manufacturing agreement in which the amount involved exceeds annually, or is expected to exceed in the aggregate over the life of the contract, $50,000 or pursuant to which INT'X.xxx Onex has granted or received manufacturing rights, most favored nation pricing provisions, or exclusive marketing, production, publishing or distribution rights related to any product, group of products or territory; (e) Any lease for personal property in which the amount of payments which Onex is required to make on an annual basis exceeds $50,000; (f) Any agreement, license, franchise, permit, indenture, or authorization which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired, or adversely affected by reason of the execution of this Agreement and all other agreements contemplated hereby, the consummation of the Merger, or the consummation of the transactions contemplated hereby or thereby; (fg) Except for trade indebtedness incurred in the ordinary course of business, any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise which individually is in the amount of $50,000 or more; (gh) Any license agreement in effectagreement, either as licensor or licensee (excluding nonexclusive hardware and software licenses granted to distributors or end-users and commercially available in-licensed software applications); (hi) Any contract or agreement containing covenants purporting to limit INT'X.xxxOnex's or the Material INT'X.xxx Subsidiaries' freedom to compete in any line of business in any geographic area; or (ij) Any contract or agreement agreement, not elsewhere specifically disclosed pursuant to this Agreement, involving the payment or receipt by INT'X.xxx Onex of more than $250,000 50,000 in the aggregate. For purposes of this Section 3.14, a contract, agreement or arrangement shall be considered "in effect" if INT'X.xxx or any Material Subsidiary shall have any obligations or liabilities pursuant to such contract, agreement or arrangement. All contracts, arrangements, plans, agreements, leases, licenses, franchises, permits, indentures, authorizations, instruments and other commitments which are listed in the INT'X.xxx Onex Disclosure Schedule pursuant to this Section 3.14 are valid and in full force and effect and neither INT'X.xxx nor any Material INT'X.xxx Subsidiary hasOnex has not, nor, to the knowledge of INT'X.xxx and the Material INT'X.xxx SubsidiariesOnex, has any other party thereto, breached any material provisions of, or entered into default in any material respect under the terms thereof. INT'X.xxx Since the Unaudited Balance Sheet Date, Onex has delivered to Parent copies not amended, modified or terminated the terms of the contracts or agreements, and descriptions of any verbal agreements or arrangements, referred to in this Section 3.14 unless such amendment, modification or termination was in the ordinary course of business and Onex has provided TranSwitch with written notification of such. Onex is not party to any contract, arrangement, plan, agreement, lease, franchise, permit, indenture, authorization, instrument or other commitment which, upon or as a result of the occurrence of the Closing, requires or will require in effect on the Prior Agreement Datefuture the payment of any amount or the incurrence of any obligation by Onex or its successor(s) in interest or increases the amount otherwise payable or the amount or nature of any obligation otherwise owing currently or in the future.

Major Contracts. Neither INT'X.xxx nor any Material INT'X.xxx Subsidiary Except for the agreements set out in Schedule E (the "MATERIAL PRC CONTRACTS") it is not a party to or subject tobound by: (ai) Any union contract, or any employment contract or arrangement in effect (other than "at-will" employment arrangements) providing for future compensation, written or oral, annual salary in excess of US$12,000 with any officer, consultant, director, officer or employeeemployee or with any consultant or director providing for annual compensation in excess of US$12,000; (bii) Any plan or contract or arrangement, written or oral, providing for non-standard bonuses, pensions, deferred compensation, retirement payments, profit-sharing sharing, severance, acceleration of vesting of benefits, payments upon change of control events, or the like; (ciii) Any joint venture contract or arrangement or any other agreement which that has involved or is expected to involve a sharing of profits; (div) Any OEM agreement, reseller licensing or distribution agreement, volume purchase agreement, corporate end user sales or service agreement, reproduction or replication agreement or manufacturing production agreement in which the amount involved exceeds annually, or is expected to exceed in the aggregate over the life of the contract, $US$50,000 or pursuant to which INT'X.xxx any it has granted or received manufacturing rights, most favored favoured nation pricing provisions, or exclusive marketing, productionreproduction, publishing or distribution rights related to any product, group of products or territory; (ev) Any lease for real or personal property in which the amount of payments which a it is required to make on an annual basis exceeds US$10,000; (vi) Any agreement, franchise, or indenture where the amount of consideration payable thereunder is greater than US$50,000 in any year during the term of such agreement, franchise or indenture and which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired, or adversely affected by reason of the execution of this Agreement and the Ancillary Agreements, the Release, the Closing or the consummation of the transactions contemplated; (vii) Any license, franchise, permit, indenture, or authorization which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired, or adversely affected by reason of the execution of this Agreement and all other agreements contemplated herebythe Ancillary Agreements, the consummation of Release, the Merger, Closing or the consummation of the transactions contemplated hereby or therebycontemplated; (fviii) Except for trade indebtedness incurred in the ordinary course of business, any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise which individually is in the amount of $50,000 US$20,000 or more;; or (g) Any license agreement in effect, either as licensor or licensee (excluding nonexclusive hardware and software licenses granted to distributors or end-users and commercially available in-licensed software applications); (hix) Any contract or agreement containing covenants purporting to limit INT'X.xxx's or the Material INT'X.xxx Subsidiaries' its freedom to compete in any line of business in any geographic area; or (i) Any contract or agreement not elsewhere specifically disclosed pursuant to this Agreement, involving the payment or receipt by INT'X.xxx of more than $250,000 in the aggregate. For purposes of this Section 3.14, a contract, agreement or arrangement shall be considered "in effect" if INT'X.xxx or any Material Subsidiary shall have any obligations or liabilities pursuant to such contract, agreement or arrangement. All contracts, arrangements, plans, agreements, leases, licenses, franchises, permits, indentures, authorizations, instruments and other commitments which are listed in the INT'X.xxx Disclosure Schedule pursuant to this Section 3.14 Material PRC Contracts are valid and in full force and effect and neither INT'X.xxx it has not nor any Material INT'X.xxx Subsidiary has, nor, to the knowledge of INT'X.xxx and the Material INT'X.xxx Subsidiaries, has any other party thereto, thereto breached any material provisions of, or entered into default in any material respect under the terms thereofthereof other than such beaches or defaults that have been cured or would not, individually or in the aggregate, have a Material Adverse Change on its business. INT'X.xxx It has delivered made available to Parent copies the Purchaser a copy of each of the Material PRCContracts specified in Schedule E together with all amendments, material written waivers or other material written changes thereto. All outstanding Material Offshore Contracts relating to Trinity Shenzhen and Beijing Shangtuo are listed in Schedule E and none of Trinity Shenzhen and Beijing Shangtuo have entered into any other contracts or agreements, and descriptions which are outstanding as at the date of any verbal agreements or arrangements, referred to in this Section 3.14 as in effect on the Prior Agreement DateAgreement.

Major Contracts. Neither INT'X.xxx nor any Material INT'X.xxx Subsidiary Except for agreements, contracts, plans, leases, arrangements or commitments disclosed in Section 3.14 of the Mentorix Disclosure Schedule, as of the date of this Agreement, Mentorix is not a party to or subject to: (a) Any union contract, co-employment contract, or any employment contract or arrangement in effect (other than "“at-will" ” employment arrangements) providing for future compensation, written or oral, with any officer, consultant, director, or employee; (b) Any plan or contract or arrangement, written or oral, providing for non-standard salary increases, bonuses, pensions, deferred compensation, retirement payments, profit-sharing or the like; (c) Any partnership or joint venture contract or arrangement or any other agreement which has involved or is expected to involve a sharing of profits; (d) Any OEM agreement, reseller or distribution agreement, volume purchase agreement, corporate end user sales or service agreement, reproduction or replication agreement or manufacturing agreement in which the amount involved exceeds annually, or is expected to exceed in the aggregate over the life of the contract, $50,000 5,000 or pursuant to which INT'X.xxx Mentorix has granted or received manufacturing rights, most favored nation pricing provisions, or exclusive marketing, production, publishing or distribution rights related to any product, group of products or territory; (e) Any lease for real property, and any lease for personal property in which the amount of payments which Mentorix is required to make on an annual basis exceeds $5,000; (f) Any agreement, license, franchise, permit, indenture, or authorization which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired, or adversely affected by reason of the execution of this Agreement and all other agreements contemplated hereby, the consummation of the Merger, or the consummation of the transactions contemplated hereby or thereby; (fg) Except for trade indebtedness incurred in the ordinary course of business, any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise which individually is in the amount of $50,000 5,000 or more; (gh) Any license agreement in effectagreement, either as licensor or licensee (excluding nonexclusive hardware and software licenses granted to distributors or end-users and commercially available in-licensed software applications)) or any lease, technology transfer, franchise or other agreement in respect of any Mentorix Intellectual Property or other property owned or used by Mentorix; (hi) Any contract or agreement containing covenants purporting to limit INT'X.xxx's or the Material INT'X.xxx Subsidiaries' Mentorix’s freedom (A) to compete in any line of business in any geographic areaarea or (B) to solicit or hire any Persons; or (ij) Any contract or agreement agreement, not elsewhere specifically disclosed pursuant to this Agreement, not made in the ordinary course of business or involving the payment or receipt by INT'X.xxx Mentorix of more than $250,000 5,000 in the aggregate. For purposes of this Section 3.14, a contract, agreement or arrangement shall be considered "in effect" if INT'X.xxx or any Material Subsidiary shall have any obligations or liabilities pursuant to such contract, agreement or arrangement. All contracts, arrangements, plans, agreements, leases, licenses, franchises, permits, indentures, authorizations, instruments and other commitments which are listed in the INT'X.xxx Mentorix Disclosure Schedule pursuant to this Section 3.14 (each a “Material Contract”) are valid and in full force and effect and neither INT'X.xxx nor any Material INT'X.xxx Subsidiary hasMentorix has not, nor, to the knowledge of INT'X.xxx and the Material INT'X.xxx SubsidiariesMentorix, has any other party thereto, breached any material provisions of, or entered into default in any material respect under the terms thereof. INT'X.xxx has delivered to Parent True and complete copies of each Material Contract, including all amendments and agreements related thereto, have been provided by Parent. Since the contracts date of the Audited Balance Sheet, Mentorix has not amended, modified or agreements, and descriptions terminated the terms of any verbal agreements Material Contract unless such amendment, modification or arrangements, referred to termination was in this Section 3.14 as in effect on the Prior Agreement Dateordinary course of business and Mentorix has provided Parent with written notification of such.

Major Contracts. Neither INT'X.xxx nor any Material INT'X.xxx Subsidiary SSI is not a party to any written or subject tooral, formal or informal: (ai) Any union contract, or any employment contract or arrangement in effect (other than "at-will" employment arrangements) providing for future compensation, written or oral, compensation with any officer, consultant, director, director or employeeemployee which is not terminable by it on 30 days' notice or less without penalty or obligation to make payments related to such termination; (bii) Any plan or plan, contract or arrangement, written or oralarrangement exceeding $5000, providing for non-standard bonuses, pensions, deferred compensation, retirement payments, profit-sharing or the like; (ciii) Any joint venture contract or arrangement or any other agreement which has involved or is expected to involve a sharing of profits; (d) Any OEM agreement, reseller or distribution agreement, dealer agreement, volume purchase agreement, corporate end user sales or service agreement, reproduction or replication agreement or manufacturing agreement in which the amount involved exceeds annually, or is expected to exceed in the aggregate over the life of the contract, $50,000 or pursuant to which INT'X.xxx SSI has granted or received manufacturing rights, most favored nation customer pricing provisions, provisions or exclusive marketing, production, publishing or distribution marketing rights related to any product, group of products or territory; (eiv) Any agreement, license, franchise, permit, indentureindenture or authorization, or authorization in each case, which is material to the business condition of SSI, which has not been terminated terminated, or performed in its entirety and not renewed which may be, by its terms, terminated, impaired, materially impaired or materially adversely affected by reason of the execution of this Agreement and all other agreements contemplated herebyAgreement, the consummation Merger Agreement, the closing of the Merger, or the consummation of the transactions contemplated hereby or thereby; (fv) Except for except with respect to trade indebtedness incurred in the ordinary course Ordinary Course of businessBusiness, any instrument instruments evidencing or related in any way to indebtedness incurred in the acquisition of products, or companies or other entities entities, or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, guarantee or otherwise which individually is in the amount of $50,000 5000 or more;; or (gvi) Any license agreement in effect, either as licensor or licensee (excluding nonexclusive hardware and software licenses granted to distributors or end-users and commercially available in-licensed software applications); (h) Any contract or agreement containing covenants purporting to limit INT'X.xxxthe freedom of SSI or, to SSI's or the Material INT'X.xxx Subsidiaries' freedom knowledge, any key employee of SSI to compete in any line of business in any geographic area; or (i) Any contract or agreement not elsewhere specifically disclosed pursuant , other than agreements related to this Agreement, involving the payment or receipt by INT'X.xxx confidentiality and assignment of more than $250,000 inventions between SSI and its employees in the aggregate. For purposes of this Section 3.14form heretofore furnished to Sub. 1.1 All agreements, a contractcontracts, agreement or arrangement shall be considered "in effect" if INT'X.xxx or any Material Subsidiary shall have any obligations or liabilities pursuant to such contractplans, agreement or arrangement. All contractsleases, instruments, arrangements, plans, agreements, leases, licenses, franchises, permits, indentures, authorizations, instruments licenses and other commitments which are listed in the INT'X.xxx Disclosure Schedule pursuant heretofore furnished to this Section 3.14 Sub are valid and in full force and effect and neither INT'X.xxx SSI has not, nor any Material INT'X.xxx Subsidiary has, nor, to the knowledge of INT'X.xxx and the Material INT'X.xxx Subsidiaries, SSI has any other party thereto, breached any material provisions provision of, or entered into is in default in any material respect under the terms thereof. INT'X.xxx has delivered to Parent copies of the contracts of, any such contract, agreement, instrument, arrangement, commitment, plan, lease or agreementslicense, and descriptions of any verbal agreements except for such breaches or arrangements, referred to in this Section 3.14 defaults as in would not have a material adverse effect on the Prior Agreement Date.business condition of SSI. 12

Major Contracts. Neither INT'X.xxx nor any Material INT'X.xxx Subsidiary Except for the agreements set out in Schedule G (the "SCM MATERIAL CONTRACTS" SCM is not a party to or subject tobound by: (ai) Any union contract, or any employment contract or arrangement in effect (other than "at-will" employment arrangements) providing for future compensation, written or oral, annual salary in excess of $30,000 with any officer, consultant, director, officer or employeeemployee or with any consultant or director providing for annual compensation in excess of $30,000; (bii) Any plan or contract or arrangement, written or oral, providing for non-standard bonuses, pensions, deferred compensation, retirement payments, profit-sharing sharing, severance, acceleration of vesting of benefits, payments upon change of control events, or the like; (ciii) Any joint venture contract or arrangement or any other agreement which that has involved or is expected to involve a sharing of profits; (div) Any OEM agreement, reseller Reseller or distribution agreement, volume purchase agreement, corporate end user sales or service agreement, reproduction or replication agreement or manufacturing agreement in which the amount involved exceeds annually, or is expected to exceed in the aggregate over the life of the contract, $50,000 or pursuant to which INT'X.xxx SCM has granted or received manufacturing rights, most favored favoured nation pricing provisions, or exclusive marketing, productionreproduction, publishing or distribution rights related to any product, group of products or territory; (ev) Any agreement, franchise, or indenture where the amount of consideration payable thereunder is greater than $50,000 in any year during the term of such agreement, franchise or indenture and which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired, or adversely affected by reason of the execution of this Agreement and the Related Agreements, Closing, or the consummation of the transactions contemplated; (vi) Any license, franchise, permit, indenture, or authorization which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired, or adversely affected by reason of the execution of this Agreement and all other agreements contemplated herebythe Related Agreements, the consummation of the Merger, Closing or the consummation of the transactions contemplated hereby or therebycontemplated; (fvii) Except for trade indebtedness incurred in the ordinary course of business, any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise which individually is in the amount of $50,000 5,000 or more;; or (g) Any license agreement in effect, either as licensor or licensee (excluding nonexclusive hardware and software licenses granted to distributors or end-users and commercially available in-licensed software applications); (hviii) Any contract or agreement containing covenants purporting to limit INT'X.xxxSCM's or the Material INT'X.xxx Subsidiaries' freedom to compete in any line of business in any geographic area; or (i) Any contract or agreement not elsewhere specifically disclosed pursuant to this Agreement, involving the payment or receipt by INT'X.xxx of more than $250,000 in the aggregate. For purposes of this Section 3.14, a contract, agreement or arrangement shall be considered "in effect" if INT'X.xxx or any Material Subsidiary shall have any obligations or liabilities pursuant to such contract, agreement or arrangement. All contracts, arrangements, plans, agreements, leases, licenses, franchises, permits, indentures, authorizations, instruments and other commitments which are listed in the INT'X.xxx Disclosure Schedule pursuant to this Section 3.14 SCM Material Contracts are valid and in full force and effect and neither INT'X.xxx SCM has not, nor any Material INT'X.xxx Subsidiary has, nor, to the knowledge of INT'X.xxx and the Material INT'X.xxx Subsidiaries, has any other party thereto, breached any material provisions of, or entered into default in any material respect under the terms thereofthereof other than such beaches or defaults that have been cured or that would not cause a Material Adverse Change to the assets or business of SCM. INT'X.xxx The Vendor has delivered made available to Parent copies the Investors a copy of the contracts each SCM Material Contract specified in Schedule G together with all amendments, material written waivers or agreements, and descriptions of any verbal agreements or arrangements, referred to in this Section 3.14 as in effect on the Prior Agreement Dateother material written changes thereto.