Common use of Material Agreements, Contracts and Commitments Clause in Contracts

Material Agreements, Contracts and Commitments. All oral or written ---------------------------------------------- contracts, obligations, commitments, plans, leases, instruments, arrangements or licenses which are material to the business of Asymetrix and its subsidiaries taken as a whole (for purposes of this Section 4.11, a "Material Agreement") ------------------ constitute valid and enforceable obligations of the parties thereto (except as to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies, and (iii) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities); and are in full force and effect. Asymetrix is not, nor, to the best knowledge of Asymetrix, is any other party thereto, in breach or default in any material respect under the terms of any such Material Agreement. A copy of each Material Agreement has been made available to counsel for MSI and the Principals. Asymetrix is not a party to any contract or arrangement which, in the absence of a breach by the other party or parties thereto, has had or could reasonably be expected to have a Material Adverse Effect. Asymetrix does not have any material liability for renegotiation of government contracts or subcontracts, if any.

Material Agreements, Contracts and Commitments. All oral or -------------------------------------------------- written ---------------------------------------------- contracts, obligations, commitments, plans, leases, instruments, arrangements or licenses which are material to the business of Asymetrix Retek and its subsidiaries taken as a whole (for purposes of this Section 4.11, a "Material ------------ -------- Agreement") ------------------ constitute valid and enforceable obligations of the parties thereto ------- (except as to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies, and (iii) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities); and are in full force and effect. Asymetrix Retek is not, nor, to the best knowledge of AsymetrixRetek, is any other party thereto, in breach or default in any material respect under the terms of any such Material Agreement. A copy of each Material Agreement has been made available to counsel for MSI Logisoft and the Principals. Asymetrix Retek is not a party to any contract or arrangement which, in the absence of a breach by the other party or parties thereto, has had or could reasonably be expected to have a Material Adverse Effect. Asymetrix Retek does not have any material liability for renegotiation of government contracts or subcontracts, if any.

Material Agreements, Contracts and Commitments. All oral or written ---------------------------------------------- contracts, obligations, commitments, plans, leases, instruments, arrangements or licenses which are material to the business of Asymetrix and its subsidiaries taken as a whole (for purposes of this Section 4.11, a "Material Agreement") ------------------ constitute valid and enforceable obligations of the parties thereto (except as to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies, and (iii) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities); and are in full force and effect. Asymetrix is not, nor, to the best knowledge of Asymetrix, is any other party thereto, in breach or default in any material respect under the terms of any such Material Agreement. A copy of each Material Agreement has been delivered or made available to counsel for MSI CSI and the Principals. Asymetrix is not a party to any contract or arrangement which, in the absence of a breach by the other party or parties thereto, has had or could reasonably be expected to have a Material Adverse Effect. Asymetrix does not have any material liability for renegotiation of government contracts or subcontracts, if any.

Material Agreements, Contracts and Commitments. All oral or written ---------------------------------------------- contracts, obligations, commitments, plans, leases, instruments, arrangements or licenses which are material to the business of Asymetrix and its subsidiaries taken as a whole (for purposes of this Section 4.11, a "Material Agreement") ------------------ constitute valid and enforceable obligations of the parties thereto (except as to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies, and (iii) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities); and are in full force and effect. Asymetrix is not, nor, to the best knowledge of Asymetrix, is any other party thereto, in breach or default in any material respect under the terms of any such Material Agreement. A copy of each Material Agreement has been delivered or made available to counsel for MSI the Xxxxx Companies and the Principals. Asymetrix is not a party to any contract or arrangement which, in the absence of a breach by the other party or parties thereto, has had or could reasonably be expected to have a Material Adverse Effect. Asymetrix does not have any material liability for renegotiation of government contracts or subcontracts, if any.