Common use of Major Contracts Clause in Contracts

Major Contracts. Company is not a party to or subject to: (a) Any union contract, or any employment contract or arrangement 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 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, distribution agreement, volume purchase agreement, corporate end user sales or service 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 $25,000 or pursuant to which Company has granted or received manufacturing rights, most favored nation pricing provisions or exclusive marketing, reproduction, 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 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, the Closing, or the consummation of the transactions contemplated hereby or thereby; (g) 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 $15,000 or more; (h) Any material license agreement, either as licensor or licensee (excluding nonexclusive hardware and software licenses granted to distributors or end-users in the ordinary course of business consistent with prior practice); or (i) Any contract containing covenants purporting to limit Company’s freedom to compete in any line of business in any geographic area. All contracts, arrangements, plans, agreements, leases, licenses, franchises, permits, indentures, authorizations, instruments and other commitments which are listed in the Company Disclosure Schedule pursuant to this Section 2.1.14 are valid and in full force and effect and Company has not, nor has any other party thereto, breached any material provisions of, or is in default in any material respect under the terms thereof.

Major Contracts. Company is not a party to or subject to: (a) Any union contract, or any employment contract or arrangement 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 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, distribution agreement, volume purchase agreement, corporate end user sales or service 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 $25,000 or pursuant to which Company has granted or received manufacturing rights, most favored nation pricing provisions or exclusive marketing, reproduction, 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 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, the ClosingClosing of the Merger, or the consummation of the transactions contemplated hereby or thereby; ; (g) 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 $15,000 or more; (h) Any material license agreement, either as licensor or licensee (excluding nonexclusive hardware and software licenses granted to distributors or end-users in the ordinary course of business consistent with prior practice); or (i) Any contract containing covenants purporting to limit Company’s 's freedom to compete in any line of business in any geographic area. All contracts, arrangements, plans, agreements, leases, licenses, franchises, permits, indentures, authorizations, instruments and other commitments which are listed in the Company Disclosure Schedule pursuant to this Section 2.1.14 are valid and in full force and effect and Company has not, nor nor, to the best knowledge of Company, has any other party thereto, breached any material provisions of, or is in default in any material respect under the terms thereof.

Major Contracts. Company DA is not a party to or subject to: (a) Any union contract, or any employment contract or arrangement (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 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, $25,000 50,000 or pursuant to which Company DA has granted or received manufacturing rights, most favored nation pricing provisions provisions, or exclusive marketing, reproductionproduction, publishing or distribution rights related to any product, group of products or territory; (e) Any lease for real or property, and any lease for personal property in which the amount of payments which Company DA is required to make on an annual basis exceeds $10,00050,000; (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 AgreementAgreement and all other agreements contemplated hereby, the Closingconsummation of the Merger, or the consummation of the transactions contemplated hereby or thereby; (g) 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 $15,000 50,000 or more; (h) Any material license agreement, either as licensor or licensee (excluding nonexclusive hardware and software licenses granted to distributors or end-users in the ordinary course of business consistent with prior practiceand commercially available in-licensed software applications); or; (i) Any contract or agreement containing covenants purporting to limit Company’s DA's freedom to compete in any line of business in any geographic area; or (j) Any contract or agreement, not elsewhere specifically disclosed pursuant to this Agreement, involving the payment or receipt by DA of more than $50,000 in the aggregate. All contracts, arrangements, plans, agreements, leases, licenses, franchises, permits, indentures, authorizations, instruments and other commitments which are listed in the Company DA Disclosure Schedule pursuant to this Section 2.1.14 3.14 are valid and in full force and effect and Company DA has not, nor nor, to the knowledge of DA, has any other party thereto, breached any material provisions of, or is in entered into default in any material respect under the terms thereof. Since the Audited Balance Sheet Date, DA has not amended, modified or terminated the terms of the contracts or agreements referred to in this Section 3.14 unless such amendment, modification or termination was in the ordinary course of business and DA has provided Delano with written notification of such.

Major Contracts. Company is not a party to or subject to: (a) Any union contract, or any employment contract or arrangement 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 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, distribution agreement, volume purchase agreement, corporate end user sales or service 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 $25,000 or pursuant to which Company has granted or received manufacturing rights, most favored nation pricing provisions or exclusive marketing, reproduction, 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 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, the ClosingClosing of the Merger, or the consummation of the transactions contemplated hereby or thereby; (g) 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 $15,000 or more; (h) Any material license agreement, either as licensor or licensee (excluding nonexclusive hardware and software licenses granted to distributors or end-users in the ordinary course of business consistent with prior practice); or (i) Any contract containing covenants purporting to limit Company’s freedom to compete in any line of business in any geographic area. All contracts, arrangements, plans, agreements, leases, licenses, franchises, permits, indentures, authorizations, instruments and other commitments which are listed in the Company Disclosure Schedule pursuant to this Section 2.1.14 are valid and in full force and effect and Company has not, nor has any other party thereto, breached any material provisions of, or is in default in any material respect under the terms thereof.

Major Contracts. Company Except as described in Section 3.14 of the Empire Disclosure Schedule, Empire is not a party to or subject to: (a) Any union contract, or any employment contract or arrangement (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 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 annually $25,000 250,000 or pursuant to which Company Empire has granted or received manufacturing rights, most favored nation pricing provisions provisions, or exclusive marketing, reproductionproduction, publishing or distribution rights related to any product, group of products or territory; (e) Any lease for real or property, and any lease for personal property in which the amount of payments which Company Empire 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 AgreementAgreement and all other agreements contemplated hereby, the Closingconsummation of the Merger, or the consummation of the transactions contemplated hereby or thereby; (g) 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 $15,000 10,000 or more; (h) Any material license agreement, either as licensor or licensee (excluding nonexclusive hardware and software licenses granted to distributors or end-users in the ordinary course of business consistent with prior practice); or (i) Any contract or agreement containing covenants purporting to limit Company’s Empire's freedom to compete in any line of business in any geographic area; or (j) Any contract or agreement, not elsewhere specifically disclosed pursuant to this Agreement, involving the payment by Empire of more than $250,000 in the aggregate in any twelve month period. All contracts, arrangements, plans, agreements, leases, licenses, franchises, permits, indentures, authorizations, instruments and other commitments which are listed in the Company Empire Disclosure Schedule pursuant to this Section 2.1.14 3.14 are valid and in full force and effect and Company Empire has not, nor nor, to the knowledge of either Stockholder, has any other party thereto, breached any material provisions of, or is in default in any material respect under the terms thereof. Since the Unaudited Balance Sheet Date, Empire has not amended, modified or terminated the terms of the contracts or agreements referred to in this Section 3.14 unless such amendment, modification or termination was in the ordinary course of business and Empire has provided Concord with written notification of such.

Major Contracts. Company is not a party to or subject to:: --------------- (a) Any union contract, or any employment contract or arrangement 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 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, distribution agreement, volume purchase agreement, corporate end user sales or service 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 during any twelve (12) month period $25,000 20,000 or pursuant to which Company has granted or received manufacturing rights, most favored nation pricing provisions or exclusive marketing, reproduction, 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 $10,00020,000; (f) Any material 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, the ClosingClosing of the Merger, or the consummation of the transactions contemplated hereby or thereby; (g) Except for trade indebtedness incurred in the ordinary course of business, any 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 $15,000 20,000 or more; (h) Any material license agreement, either as licensor or licensee (excluding nonexclusive hardware and software licenses granted to distributors or end-users in the ordinary course of business consistent with prior practice); or (i) Any contract containing covenants purporting to limit Company’s 's freedom to compete in any line of business in any geographic area. All contracts, arrangements, plans, agreements, leases, licenses, franchises, permits, indentures, authorizations, instruments and other commitments which are required to be listed in the Company Disclosure Schedule pursuant to this Section 2.1.14 2.1.15 are valid and in full force and effect and Company has not, nor nor, to the best knowledge of Company, has any other party thereto, breached any material provisions of, or is in entered into default in any material respect under the terms thereof.

Major Contracts. Company Excell is not a party to or subject to:: --------------- (a) Any union contract, or any employment contract or arrangement (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 bonuses, pensions, deferred compensation, retirement payments, profit-sharing, 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 contract, $25,000 50,000 or pursuant to which Company Excell has granted or received manufacturing rights, most favored nation pricing provisions provisions, or exclusive marketing, reproductionproduction, publishing or distribution rights related to any product, group of products or territory; (e) Any lease for real or property, and any lease for personal property in which the amount of payments which Company Excell is required to make on an annual basis exceeds $10,00050,000; (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 AgreementAgreement and all other agreements contemplated hereby, the Closingconsummation of the Merger, or the consummation of the transactions contemplated hereby or thereby; (g) 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 $15,000 25,000 or more; (h) Any material license agreement, either as licensor or licensee (excluding nonexclusive hardware and software licenses granted to distributors or end-users customers in the ordinary course of business consistent with prior practiceand commercially available in-licensed software applications); or; (i) Any contract or agreement containing covenants purporting to limit Company’s Excell's freedom to compete in any line of business in any geographic area; or (j) Any contract or agreement, not elsewhere specifically disclosed pursuant to this Agreement, involving the expected payment or receipt by Excell of more than $50,000 in the aggregate, except that with respect to client contracts the amount shall be $200,000 and solely for the 1998 calendar year (it being understood that the foregoing are to be based on good faith estimates based upon historical activity to date). All contracts, arrangements, plans, agreements, leases, licenses, franchises, permits, indentures, authorizations, instruments and other commitments which are listed in the Company Excell Disclosure Schedule pursuant to this Section 2.1.14 3.14 are valid and in full force and effect effect, and Company Excell has not, nor nor, to the knowledge of Excell, has any other party thereto, breached any material provisions of, or is in entered into default in any material respect under the terms thereof. Since the Audited Balance Sheet Date, Excell has not amended, modified or terminated the terms of the contracts or agreements referred to in this Section 3.14 unless such amendment, modification or termination was in the ordinary course of business and Excell has provided Cambridge with written notification of such.

Major Contracts. Company FED is not a party to or subject to: (ai) Any union contract, or any employment contract or arrangement providing for future compensation, written or oral, with any officer, consultant, director or employee; (bii) Any plan or contract or arrangement, written or oral, providing for 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; (div) Any OEM agreement, distribution agreement, volume purchase agreement, corporate end user sales or service 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 $25,000 50,000 or pursuant to which Company FED has granted or received manufacturing rights, most favored nation pricing provisions or exclusive marketing, reproduction, 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 Company FED is required to make on an annual basis exceeds $10,00050,000; (fvi) Any material 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, the ClosingClosing of the Merger, or the consummation of the transactions contemplated hereby or thereby; (gvii) 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 $15,000 50,000 or more; (hviii) Any material license agreement, either as licensor or licensee (excluding nonexclusive hardware and software licenses granted to distributors or end-users in the ordinary course of business consistent with prior practice); or (iix) Any contract containing covenants purporting to limit Company’s FED's freedom to compete in any line of business in any geographic area. All contracts, arrangements, plans, agreements, leases, licenses, franchises, permits, indentures, authorizations, instruments and other commitments which are listed in the Company Disclosure Schedule on SCHEDULE 3.01(t) pursuant to this Section 2.1.14 3.01(t) are valid and in full force and effect and Company FED has not, nor nor, to the best knowledge of FED, has any other party thereto, breached any material provisions of, or is in entered into default in any material respect under the terms thereofthereof except for such breaches and defaults that would not have a material adverse effect on the FED's business condition. To FED's knowledge, none of the parties to any of the major contracts identified in SCHEDULE 3.01(t) have terminated other than pursuant to its terms, or overtly expressed an intent to materially reduce or terminate the amount of its business with FED in the future.