Common use of Material Agreements of the Company Clause in Contracts

Material Agreements of the Company. Except as expressly set ---------------------------------- forth in this Agreement, the Balance Sheet, as disclosed in the Index (compiled pursuant to Item 601 of Regulation S-K of the Commission) to the Company's filings under the Securities Act and the Exchange Act or as disclosed on Schedule 5.14 hereto, the Company is not a party to any written or oral ------------- agreement, instrument or arrangement not made in the ordinary course of business that is material to the Company and is either (a) an agreement with any labor --- union, (b) an agreement for the purchase of fixed assets or for the purchase of materials, supplies or equipment over $250,000, (c) an agreement for the employment of any officer on other than an at-will basis, (d) an indenture, loan or credit agreement, note agreement, deed of trust, mortgage, security agreement, promissory note or other agreement or instrument relating to or evidencing Indebtedness for Borrowed Money in excess of $250,000 or subjecting any asset or property of the Company to any Lien, (e) a guaranty of any Indebtedness, (f) a lease or agreement under which the Company is lessee of or holds or operates any property, real or personal, owned by any other Person under which payments to such Person exceed $250,000 per annum, (g) a lease or agreement under which the Company is lessor or permits any Person to hold or operate any property, real or personal, owned or controlled by the Company having a value over $250,000 other than in the ordinary course of business, (h) an agreement granting any preemptive right, right of first refusal or similar right to any Person, (i) a covenant not to compete or other restriction on its ability to conduct a business or engage in any other activity, or (j) an agreement to register securities under the Securities Act. To the Company's knowledge, all parties having material contractual arrangements with the Company are in substantial compliance therewith, and none is in default in any material respect thereunder, except for noncompliance or defaults which will not have a Material Adverse Effect on the Company.

Material Agreements of the Company. Except as expressly set ---------------------------------- forth in this Agreement, the Balance Sheet, as disclosed in the Index (compiled pursuant to Item 601 of Regulation S-K of the Commission) to the Company's filings under the Securities Act and the Exchange Act Sheet or as disclosed on Schedule 5.14 Annex 5.15 hereto, the Company is not a party to any written or oral ------------- agreement, instrument or arrangement not made in the ordinary course of business that is material to the Company and the Company is either not a party to any written or oral (a) an agreement with any labor --- union, (b) an agreement for the purchase of fixed assets or for the purchase of materials, supplies or equipment over $250,000in excess of normal operating requirements, (c) an agreement for the employment of any officer officer, individual employee or other Person on other than an at-will basisa full time basis or any agreement with any Person for consulting services, (d) an bonus, pension, profit sharing, retirement, stock purchase, stock option, deferred compensation, medical, hospitalization or life insurance (other than group medical, hospitalization or insurance plans applicable to all employees in which benefit levels are not related to compensation) or similar plan, contract or understanding with respect to any or all of the employees of the Company or any other Person, (e) indenture, loan or credit agreement, note agreement, deed of trust, mortgage, security agreement, promissory note or other agreement or instrument relating to or evidencing Indebtedness for Borrowed Money in excess of $250,000 (as hereinafter defined) or subjecting any asset or property of the Company to any LienLien or evidencing any Indebtedness (as hereinafter defined), (ef) a guaranty of any Indebtedness, (fg) a lease or agreement under which the Company is lessee of or holds or operates any property, real or personal, owned by any other Person under which payments to such Person exceed $250,000 75,000 per annum, (gh) a lease or agreement under which the Company is lessor or permits any Person to hold or operate any property, real or personal, owned or controlled by the Company having a value over $250,000 other than in the ordinary course of businessCompany, (hi) an agreement granting any preemptive right, right of first refusal or similar right to any Person, (ij) a agreement or arrangement with any Affiliate (as hereinafter defined) or any "associate" (as this term is defined in Rule 405 of the Commission under the Securities Act) of the Company or any officer, director or shareholder of the Company, (k) agreement obligating the Company to pay any royalty or similar charge for the use or exploitation of any tangible or intangible property, (l) agreement or license under which the Company has granted or transferred to any Person , or under which any Person has granted or transferred to the Company, the right to exploit or otherwise use any patent, trademark, service xxxx, copyright, trade name, trade secret, software, intellectual property (as hereinafter defined) or other intangible asset, (m) covenant not to compete or other restriction on its ability to conduct a business or engage in any other activity, or (jn) an agreement to register securities under the Securities Act, or (o) agreement, instrument or other commitment or arrangement with any Person continuing for a period of more than three months from the Closing Date which involves an expenditure or receipt by the Company in excess of $75,000. To For purposes of the Company's knowledgenext preceding sentence, "material" shall mean an obligation which by its terms calls for aggregate payments by the Company in excess of $75,000. The Company has furnished to the Series B Investors true and complete copies of all agreements and other documents requested by the Series B Investors or their authorized representatives. All parties having material contractual arrangements with the Company are in substantial compliance therewith, and none is in default in any material respect thereunder, except for noncompliance or defaults which will . The Company does not have a Material Adverse Effect on the Companyoutstanding any power of attorney.