Common use of Material Contracts and Arrangements Clause in Contracts

Material Contracts and Arrangements. (a) Schedule 3.12(a) lists: (i) All leases, contracts, agreements, commitments or purchase orders to which the Seller is a party or by which the Seller or any of its property is bound which involves payments or receipts by the Seller of more than $7,500 in any single case or which the performance of which will extend over a period of one (1) year. (ii) Any agreement entered concerning a partnership or joint venture pursuant to which the Seller is bound or obligated to perform services. (iii) All loan agreements, indentures, mortgages and guaranties to which the Seller is a party or by which the Seller or any of its property is bound that will have not been terminated or satisfied as of the Closing Date. (iv) All agency, distributor, sales representative and similar agreements to which the Seller is bound. (v) All agreements concerning confidentiality, non-competition or proprietary rights pursuant to which the Seller and/or the Stockholders are bound. (vi) All profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance or other plan or arrangement (written or oral) of the Seller for the benefit of its current or former directors, officers, and employees. (vii) All collective bargaining agreements pursuant to which the Seller is bound or subject. (viii) All agreements of the Seller for the employment of any individual on a full-time, part-time or consulting basis. (ix) All agreements that will not have been terminated or satisfied as of the Closing Date under which the Seller has advanced or loaned any amount to any of its directors, officers and employees, or which the Seller has received any loan or advance from any of its directors, officers and employees. (x) Any other agreement (or group of related agreements) of the Seller, the performance of which involves consideration in excess of $15,000. (xi) Any agreement of the Seller under which the consequences of a default or termination could have a Material Adverse Effect. (xii) All agreements between the Seller and the Stockholders or their respective Affiliates, which will not be terminated or satisfied as of the Closing Date. The agreements listed on Schedule 3.12(a) in respect of clauses (i) through (xii) are collectively referred to herein as the “Material Agreements”. (b) True, complete and correct copies of all of the Material Agreements have been furnished by the Seller to the Buyer and are validly existing, legally enforceable obligations of the parties thereto, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors, rights and remedies generally, and subject to general principles of equity, including principles of unconscionability, commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity), and the Seller has duly complied with all of the terms and conditions of the Material Agreements in all material respects and has not done or performed any act which would invalidate or materially impair its rights under any of the Material Agreements. There is no pending assertion or claim that operations pursuant to any Material Agreement have been improperly conducted or maintained, or which would invalidate or materially impair the rights of the Seller, or materially increase the costs of the Seller, under any of the Material Agreements. To the Seller’s Knowledge, each Material Agreement being assigned to the Buyer hereunder and requiring the Seller’s performance of services can be satisfied or performed by the Seller without any material loss to it. No party to any Material Agreement (including the Seller) is in breach or default of the provisions of such Material Agreement, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification or acceleration under the respective Material Agreement.

Material Contracts and Arrangements. (a) Schedule 3.12(a) lists: (i) All leases, contracts, agreements, commitments or purchase orders to which the Seller is a party or by which the Seller or any of its property is bound which involves payments or receipts by the Seller of more than $7,500 5,000 in any single case or which the performance of which will extend over a period of one (1) year. (ii) Any agreement entered concerning a partnership or joint venture pursuant to which the Seller is bound or obligated to perform services. (iii) All loan agreements, indentures, mortgages and guaranties to which the Seller is a party or by which the Seller or any of its property is bound that will have not been terminated or satisfied as of the Closing Date. (iv) All agency, distributor, sales representative and similar agreements to which the Seller is bound. (v) All agreements concerning confidentiality, non-competition or proprietary rights pursuant to which the Seller and/or the Stockholders any members are bound. (vi) All profit sharing, stock membership interest, option, stock equity purchase, stock equity appreciation, deferred compensation, severance or other plan or arrangement (written or oral) of the Seller for the benefit of its current or former directors, officers, and employees. (vii) All collective bargaining agreements pursuant to which the Seller is bound or subject. (viii) All agreements of the Seller for the employment of any individual on a full-time, part-time time, consulting or consulting other basis. (ix) All agreements that will not have been terminated or satisfied as of the Closing Date under which the Seller has advanced or loaned any amount to any of its directors, officers and employees, or which the Seller has received any loan or advance from any of its directors, officers and employees. (x) Any other agreement (or group of related agreements) of the Seller, the performance of which involves consideration in excess of $15,00010,000. (xi) Any agreement of the Seller under which the consequences of a default or termination could have a Material Adverse Effect. (xii) All agreements between the Seller and the Stockholders its members or their respective Affiliates, which will not be terminated or satisfied as of the Closing Date. The agreements listed on Schedule 3.12(a) in respect of clauses (i) through (xii) are collectively referred to herein as the (“Material Agreements”). (b) True, complete and correct copies of all of the Material Agreements have been furnished by the Seller to the Buyer and are validly existing, legally enforceable obligations of the parties thereto, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors, rights and remedies generally, and subject to general principles of equity, including principles of unconscionability, commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity), and the Seller has duly complied with all of the terms and conditions of the Material Agreements in all material respects and has not done or performed any act which would invalidate or materially impair its rights under any of the Material Agreements. There is no pending assertion or claim that operations pursuant to any Material Agreement have been improperly conducted or maintained, or which would invalidate or materially impair the rights of the Seller, or materially increase the costs of the Seller, under any of the Material Agreements. To From the Seller’s Knowledgedate hereof until the Closing Date, each the Seller will not amend or terminate any Material Agreement and will not enter into any Material Agreement. Each Material Agreement being assigned to the Buyer hereunder and requiring the Seller’s performance of services can be satisfied or performed by the Seller without any material loss to it. No party to any Material Agreement (including the Seller) is in breach or default of the provisions of such Material Agreement, and no event has occurred which with notice or lapse of time would constitute a breach or of default, or permit termination, modification or acceleration under the respective Material Agreement.

Material Contracts and Arrangements. (a) Except as disclosed in Schedule 3.12(a), Schedule 3.12(a) lists: (i) All leases, contracts, agreements, commitments or purchase orders orders, presently in effect, to which the Seller is a party or by which the Seller or any of its property is bound which involves payments or receipts by the Seller of more than $7,500 5,000.00 in any single case or which the performance of which will extend over a period of one (1) year. (ii) Any agreement entered concerning a partnership or joint venture pursuant to which the Seller is bound or obligated to perform services. (iii) All loan agreements, indentures, mortgages and guaranties to which the Seller is a party or by which the Seller or any of its property is bound that will have not have been terminated or satisfied as of the Closing Date. (iv) All agency, distributor, sales representative and similar agreements agreements, to which the Seller is bound. (v) All agreements concerning confidentiality, non-competition or proprietary rights pursuant to which the Seller and/or the Stockholders Members are bound. (vi) All profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance or other plan or arrangement (written or oral) of the Seller for the benefit of its current or former directors, officers, and employees. (vii) All collective bargaining agreements pursuant to which the Seller is bound or subject. (viii) All agreements of the Seller for the current employment of any individual on a full-time, part-time time, consulting or consulting other basis. (ix) All agreements that will not have been terminated or satisfied as of the Closing Date under which the Seller has advanced or loaned any amount to any of its directors, officers and employees, or which the Seller has received any loan or advance from any of its directors, officers and employees. (x) Any other agreement (or group of related agreements) of the Seller), the performance of which involves consideration in excess of $15,00010,000.00. (xi) Any agreement of the Seller under which the consequences of a default or termination could have a Material Adverse Effect. (xii) All agreements between the Seller and the Stockholders Members or their respective Affiliates, which will not be terminated or satisfied as of the Closing Date. The agreements listed on Schedule 3.12(a) in respect of clauses (i) through (xii) are collectively referred to herein as the (“Material Agreements”). (b) TrueExcept as disclosed in Schedule 3.12(a), true, complete and correct copies of all of the Material Agreements have been furnished by the Seller to the Buyer and are validly existing, legally enforceable obligations of the parties thereto, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors, rights and remedies generally, and subject to general principles of equity, including principles of unconscionability, commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity), thereto and the Seller has duly complied with all of the terms and conditions of the Material Agreements in all material respects and has not done or performed any act which would invalidate or materially impair its rights under any of the Material Agreements. There Except as disclosed in Schedule 3.12(a), there is no pending assertion or claim that operations pursuant to any Material Agreement have been improperly conducted or maintained, or which would invalidate or materially impair the rights of the Seller, or materially increase the costs of the Seller, under any of the Material Agreements. To From the Seller’s Knowledgedate hereof until the Closing Date, each the Seller will not amend or terminate any Material Agreement and will not enter into any Material Agreement. Each Material Agreement being assigned to the Buyer hereunder and requiring the Seller’s performance of services can be satisfied or performed by the Seller without any material loss to it. No Except as disclosed in Schedule 3.12(a), no party to any Material Agreement (including the Seller) is in breach or default of the provisions of such Material Agreement, and no event has occurred which with notice or lapse of time would constitute a breach or of default, or permit termination, modification or acceleration under the respective Material Agreement.

Material Contracts and Arrangements. (a) Schedule 3.12(a) 3.12 lists: (i) All leases, contracts, agreements, commitments or commitments, purchase orders or other understandings or arrangements to which the Seller is a party or by which the Seller or any of its property (real or personal) is bound which involves payments or receipts by the Seller of more than $7,500 5,000.00 in any single case or which the performance of which will extend over a period of one (1) year. (ii) Any agreement entered concerning a partnership or joint venture pursuant to which the Seller is bound or obligated to perform services. (iii) All loan agreements, indentures, mortgages and guaranties to which the Seller is a party or by which the Seller or any of its property is bound that will have not have been terminated or satisfied as of the Closing Date. (iv) All agency, distributor, sales representative and similar agreements to which the Seller is a party or by which the Seller or any of its property is bound. (v) All agreements concerning confidentiality, non-competition or proprietary rights pursuant to which the Seller and/or or either of the Stockholders are bound. (vi) All profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance or other plan or arrangement (written or oral) of the Seller for the benefit of its current or former directors, officers, and employees. (vii) All collective bargaining agreements pursuant to which the Seller is bound or subject. (viii) All agreements of the Seller for the employment of any individual on a full-time, part-time time, consulting or consulting other basis. (ix) All agreements that will not have been terminated or satisfied as of the Closing Date under which the Seller has advanced or loaned any amount to any of its directors, officers and employees, or which the Seller has received any loan or advance from any of its directors, officers and employees. (x) Any other agreement (or group of related agreements) of the Seller, the performance of which involves consideration in excess of $15,000. (xi) Any agreement of the Seller under which the consequences of a default or termination could have a Material Adverse Effect. (xiixi) All agreements between the Seller and the Stockholders or their respective Affiliates, which will not be terminated or satisfied as of the Closing Date. The agreements listed on Schedule 3.12(a) 3.12 in respect of clauses (i) through (xiixi) are collectively referred to herein as the (“Material Agreements”). (b) True, complete and correct copies of all of the Material Agreements have been furnished by the Seller to the Buyer and are validly existing, legally enforceable obligations of the parties thereto, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors, rights and remedies generally, and subject to general principles of equity, including principles of unconscionability, commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity), and the Seller has duly complied with all of the terms and conditions of the Material Agreements in all material respects and has not done or performed any act which would invalidate or materially impair its rights under any of the Material Agreements. There is no pending assertion or claim that operations pursuant to any Material Agreement have been improperly conducted or maintained, or which would invalidate or materially impair the rights of the Seller, or materially increase the costs of the Seller, under any of the Material Agreements. To the Seller’s Knowledge, each Material Agreement being assigned to the Buyer hereunder and requiring the Seller’s performance of services can be satisfied or performed by the Seller without any material loss to it. No party to any Material Agreement (including the Seller) is in breach or default of the provisions of such Material Agreement, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification or acceleration under the respective Material Agreement.

Material Contracts and Arrangements. (a) Schedule 3.12(a) listslists or references: (i) All leases, contracts, agreements, commitments or purchase orders to which the Seller Company is a party or by which the Seller Company or any of its property is bound which involves payments or receipts by the Seller Company of more than $7,500 5,000 in any single case or which the performance of which will extend over a period of one (1) year. (ii) Any agreement entered concerning a partnership or joint venture pursuant to which the Seller Company is bound or obligated to perform services. (iii) All loan agreements, indentures, mortgages and guaranties to which the Seller Company is a party or by which the Seller Company or any of its property is bound that will have not been terminated or satisfied as of the Closing Date. (iv) All agency, distributor, sales representative and similar agreements to which the Seller Company is bound. (v) All agreements concerning confidentiality, non-competition or proprietary rights pursuant to which the Seller Company and/or the Stockholders are bound. (vi) All profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance or other plan or arrangement (written or oral) of the Seller Company for the benefit of its current or former directors, officers, and employees. (vii) All collective bargaining agreements pursuant to which the Seller Company is bound or subject. (viii) All agreements of the Seller Company for the employment of any individual on a full-time, part-time time, consulting or consulting other basis. (ix) All agreements that will not have been terminated or satisfied as of the Closing Date under which the Seller Company has advanced or loaned any amount to any of its directors, officers and employees, or which the Seller Company has received any loan or advance from any of its directors, officers and employees. (x) Any other agreement (or group of related agreements) of the SellerCompany, the performance of which involves consideration in excess of $15,00010,000. (xi) Any agreement of the Seller Company under which the consequences of a default or termination could have a Material Adverse Effect. (xii) All agreements between the Seller Company and the Stockholders or their respective Affiliates, which will not be terminated or satisfied as of the Closing Date. The agreements listed on Schedule 3.12(a) in respect of clauses (i) through (xii) are collectively referred to herein as the (“Material Agreements”). (b) True, complete and correct copies of all of the Material Agreements have been furnished by the Seller Company to the Buyer and are validly existing, legally enforceable obligations of the parties thereto, thereto (subject to the terms thereof and applicable bankruptcy, reorganization, insolvency, reorganization, moratorium and similar other laws affecting creditors, ’ rights generally from time to time in effect and remedies generally, and subject to general principles of equity, including principles of unconscionability, commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equityequitable principles), and the Seller Company has duly complied with all of the terms and conditions of the Material Agreements in all material respects and has not done or performed any act which would invalidate or materially impair its rights under any of the Material Agreements. There is no pending assertion or claim that operations pursuant to any Material Agreement have been improperly conducted or maintained, or which would invalidate or materially impair the rights of the SellerCompany, or materially increase the costs of the SellerCompany, under any of the Material Agreements. To the Seller’s Knowledge, each Material Agreement being assigned to the Buyer hereunder and requiring the Seller’s performance of services can be satisfied or performed by the Seller without any material loss to it. No party to any Material Agreement (including the SellerCompany) is in breach or default of the provisions of such Material Agreement, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit terminationtermination (for breach or default), modification or acceleration under the respective Material Agreement.

Material Contracts and Arrangements. (a) Schedule 3.12(a) 3.12 lists: (i) All leases, contracts, agreements, commitments or commitments, purchase orders or other understandings or arrangements to which the Seller is a party or by which the Seller or any of its property (real or personal) is bound which involves payments or receipts by the Seller of more than $7,500 5,000.00 in any single case or which the performance of which will extend over a period of one (1) year. (ii) Any agreement entered concerning a partnership or joint venture pursuant to which the Seller is bound or obligated to perform services. (iii) All loan agreements, indentures, mortgages and guaranties to which the Seller is a party or by which the Seller or any of its property is bound that will have not have been terminated or satisfied as of the Closing Date. (iv) All agency, distributor, sales representative and similar agreements to which the Seller is a party or by which the Seller or any of its property is bound. (v) All agreements concerning confidentiality, non-competition or proprietary rights pursuant to which the Seller and/or the Stockholders Member are bound. (vi) All profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance or other plan or arrangement (written or oral) of the Seller for the benefit of its current or former directors, officers, and employees. (vii) All collective bargaining agreements pursuant to which the Seller is bound or subject. (viii) All agreements of the Seller for the employment of any individual on a full-time, part-time time, consulting or consulting other basis. (ix) All agreements that will not have been terminated or satisfied as of the Closing Date under which the Seller has advanced or loaned any amount to any of its directors, officers and employees, or which the Seller has received any loan or advance from any of its directors, officers and employees. (x) Any other agreement (or group of related agreements) of the Seller), the performance of which involves consideration in excess of $15,00010,000.00. (xi) Any agreement of the Seller under which the consequences of a default or termination could have a Material Adverse Effect. (xii) All agreements between the Seller and the Stockholders Member or their respective Affiliates, which will not be terminated or satisfied as of the Closing Date. The agreements listed on Schedule 3.12(a) 3.12 in respect of clauses (i) through (xii) are collectively referred to herein as the (“Material Agreements”). (b) True, complete and correct copies of all of the Material Agreements have been furnished by the Seller and the Member to the Buyer and Buyer. All of the Material Agreements are validly existing, legally enforceable obligations of the parties thereto, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors, rights and remedies generally, and subject to general principles of equity, including principles of unconscionability, commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity), and the Seller is validly and lawfully operating its business under the Material Agreements. The Seller has duly complied with all of the terms and conditions of the Material Agreements in all material respects and has not done or performed any act which would invalidate or materially impair its rights under any of the Material Agreements. There is no pending assertion or claim that operations pursuant to any Material Agreement have been improperly conducted or maintained, or which would invalidate or materially impair the rights of the Seller, or materially increase the costs of the Seller, under any of the Material Agreements. To Except as set forth on Schedule 3.12(b), since September 30, 2007, the Seller’s Knowledge, each Seller has not amended or terminated any Material Agreement being assigned to or entered into any Material Agreement. Each Material Agreement calling for the Buyer hereunder and requiring the Seller’s performance of services can be satisfied or performed by the Seller without any material loss to it. No party to any Material Agreement (including the Seller) is in breach or default of the provisions of such Material Agreement, and no event has occurred which with notice or lapse of time would constitute a breach or of default, or permit termination, modification or acceleration under the respective Material Agreement.