Common use of Material Contracts and Commitments Clause in Contracts

Material Contracts and Commitments. (a) Section 3.15 of the Company Disclosure Schedule contains a true and complete list of all of the following contracts, agreements and commitments, whether oral or written ("Contracts"), to which the Company or any of its subsidiaries is a party or by which any of them or any of their material Company Real Assets is bound, as each such contract or commitment may have been amended, modified or supplemented: (i) all Contracts pursuant to which the Company or its subsidiaries holds a leasehold interest in or otherwise has an economic interest in any real property, other than property described in Section 3.14 of the Company Disclosure Schedule and other than apartment leases entered into in the ordinary course of business by the Company; (ii) all Contracts providing for management of any temporary lodging business by the Company or any of its subsidiaries; (iii) all Contracts granting or obtaining a franchise or license to utilize a brand name or other rights of a system providing residential services, or granting a license or sublicense of any material trademark, trade name, copyright, patent, service xxxx or trade secret, or any rights therein or application therefor; (iv) all partnership or joint venture Contracts; (v) all loan agreements, notes, bonds, debentures, debt instruments, evidences of indebtedness, debt securities, or other Contracts relating to any indebtedness of the Company or any of its subsidiaries in an amount in excess of $100,000, or involving the direct or indirect guaranty or suretyship by the Company or any of its subsidiaries of any indebtedness in an amount in excess of $100,000; (vi) all Contracts that, after the date hereof, obligate the Company or any of its subsidiaries to pay, pledge, or encumber or restrict assets in an aggregate amount in excess of $100,000; (vii) all Contracts by which the Company has committed to extend credit to third parties; (viii) all Contracts with customers of the Company that involve payments which, in the aggregate, exceed $50,000; and (ix) all Contracts that limit or restrict the ability of the Company or any of its affiliates to compete or otherwise to conduct business in any material manner or place. (b) The Company has heretofore made available to the Parent true and complete copies of all of the Contracts required to be set forth in Section 3.15 of the Company Disclosure Schedule. Each such Contract is valid and binding in accordance with its terms, and is in full force and effect (except as set forth in Section 3.15 of the Company Disclosure Schedule). Neither the Company nor any of its subsidiaries is in default in any material respect with respect to any such Contract, nor (to the Company's Knowledge) does any condition exist that with notice or lapse of time or both would constitute such a material default thereunder or permit any other party thereto to terminate such Contract. To the Company's Knowledge, no other party to any such Contract is in default in any material respect with respect to any such Contract. No party has given any written or (to the Company's Knowledge) oral notice (i) of termination or cancellation of any such Contract or (ii) that it intends to assert a breach of any such Contract, whether as a result of the transactions contemplated hereby or otherwise. Each Contract identified in Section 3.15 of the Company Disclosure Schedule in response to any item under this Section 3.15 shall be deemed incorporated by reference to all other items in this Section 3.15.

Material Contracts and Commitments. (a) Section 3.15 of Except as set forth in Schedule 3.13, the Company Disclosure Schedule contains has no currently existing contract, obligation, agreement, plan, arrangement, commitment or the like (written or oral) of a true and complete list of all of material nature (the following contracts, agreements and commitments, whether oral or written ("Contracts"), including, without limitation, the following: (1) loans, notes, indentures, or instruments relating to or evidencing indebtedness for borrowed money, or mortgages, pledges, liens, security interests or other encumbrances on any of the Company's property or any agreement or instrument evidencing any guaranty by the Company of payment or performance by any other person; (2) employment, bonus or consulting agreements, pension, profit sharing, deferred compensation, stock bonus, retirement, stock option, stock purchase, phantom stock or similar plans, including agreements evidencing rights to purchase securities of the Company and agreements among stockholders and the Company; (3) agreements with dealers, sales representatives, brokers or other distributors, jobbers, advertisers or sales agencies; (4) agreements with any labor union or collective bargaining organization or other similar labor agreements; (5) any contract or series of contracts with the same person for the furnishing or purchase of machinery, equipment, goods or services, including without limitation agreements with processors and subcontractors; (6) any indenture, agreement or other document (including private placement brochures) relating to the sale or repurchase of securities; (7) any joint venture contract or arrangement or other agreement involving a sharing of profits or expenses to which the Company is a party; (8) agreements and purchase orders with customers; (9) agreements limiting the freedom of the Company to compete in any line of business or in any geographic area or with any person; (10) agreements providing for disposition of its subsidiaries the business, assets or shares of the Company, agreements of merger or consolidation to which the Company is a party or by which any letters of them intent with respect to the foregoing; (11) agreements involving or any letters of their material Company Real Assets is bound, as each such contract or commitment may have been amended, modified or supplemented: (i) all Contracts pursuant intent with respect to which the Company or its subsidiaries holds a leasehold interest in or otherwise has an economic interest in any real property, other than property described in Section 3.14 acquisition of the Company Disclosure Schedule and other than apartment leases entered into in the ordinary course of business by the Company; (ii) all Contracts providing for management business, assets or shares of any temporary lodging business by the Company or any other business; (12) license agreements; and (13) powers of its subsidiaries; (iii) all Contracts granting or obtaining a franchise or license to utilize a brand name or other rights of a system providing residential services, or granting a license or sublicense of any material trademark, trade name, copyright, patent, service xxxx or trade secret, or any rights therein or application therefor; (iv) all partnership or joint venture Contracts; (v) all loan agreements, notes, bonds, debentures, debt instruments, evidences of indebtedness, debt securities, or other Contracts relating to any indebtedness of the Company or any of its subsidiaries in an amount in excess of $100,000, or involving the direct or indirect guaranty or suretyship by the Company or any of its subsidiaries of any indebtedness in an amount in excess of $100,000; (vi) all Contracts that, after the date hereof, obligate the Company or any of its subsidiaries to pay, pledge, or encumber or restrict assets in an aggregate amount in excess of $100,000; (vii) all Contracts by which the Company has committed to extend credit to third parties; (viii) all Contracts with customers of the Company that involve payments which, in the aggregate, exceed $50,000; and (ix) all Contracts that limit or restrict the ability of the Company or any of its affiliates to compete or otherwise to conduct business in any material manner or placeattorney. (b) The Company has heretofore made available to provided the Parent true and complete Purchasers or other representatives with either copies of or access to all of the Contracts required to be set forth in Section 3.15 Contracts. Each of the Contracts is valid, binding and in full force and effect in all material respects and enforceable by the Company Disclosure Schedule. Each such Contract is valid and binding in accordance with its terms. The Company is not in default under, and is or otherwise in full force and effect (except as set forth in Section 3.15 violation of the Company Disclosure Schedule). Neither the Company nor terms of, any of its subsidiaries is in default the Contracts in any material respect with respect to any such Contract, nor (to the Company's Knowledge) does any condition exist that with notice or lapse of time or both would constitute such a material default thereunder or permit any other party thereto to terminate such Contractrespect. To the best of the Company's Knowledge's, knowledge, no other party to any such Contract of the Contracts is in default thereunder or otherwise in violation of the terms thereof, in any material respect with respect to any such Contract. No party has given any written or (to the Company's Knowledge) oral notice (i) of termination or cancellation of any such Contract or (ii) that it intends to assert a breach of any such Contract, whether as a result of the transactions contemplated hereby or otherwise. Each Contract identified in Section 3.15 of the Company Disclosure Schedule in response to any item under this Section 3.15 shall be deemed incorporated by reference to all other items in this Section 3.15respect.

Material Contracts and Commitments. (a) Section 3.15 of the Company Disclosure Schedule contains a true and complete list of all of the following contracts, agreements and commitments, whether oral or written ("Contracts"), to which the Company or any of its subsidiaries is a party or by which any of them or any of their material Company Real Assets is bound, as each such contract or commitment may have been amended, modified or supplemented: (i) all Contracts pursuant to which the Company or its subsidiaries holds a leasehold interest in or otherwise has an economic interest in any real property, other than property described in Section 3.14 of the Company Disclosure Schedule and other than apartment leases entered into in the ordinary course of business by the CompanySchedule; (ii) all Contracts providing for management of any temporary lodging business by the Company or any of its subsidiaries; (iii) all Contracts granting or obtaining a franchise or license to utilize a brand name or other rights of a system providing residential sterilization services, or granting or obtaining a license or sublicense of any material trademark, trade name, copyright, patent, service xxxx xxxx, or trade secret, or any rights therein or application therefortherefor other than for contracts related to packaged software for the Company's internal use; (iviii) all partnership or joint venture Contracts; (viv) all loan agreements, notes, bonds, debentures, debt instruments, evidences of indebtedness, debt securities, or other Contracts relating to any indebtedness of the Company or any of its subsidiaries in an amount in excess of $100,000250,000, or involving the direct or indirect guaranty or suretyship by the Company or any of its subsidiaries of any indebtedness in an amount in excess of $100,000250,000; (viv) all Contracts that, after the date hereof, obligate the Company or any of its subsidiaries to pay, pledge, or encumber or restrict assets in an aggregate amount in excess of $100,000250,000, except with respect to such Contracts entered into in connection with facilities currently under construction in which case such excess amount shall be $1,000,000; (viivi) all Contracts by which the Company has committed to extend credit to third partiesparties other than Contracts entered into with customers in the ordinary course of business; (viiivii) all Contracts with the 25 largest (based on revenue paid to the Company) customers of the Company that involve payments whichduring the fiscal year ended March 31, in the aggregate, exceed $50,0001999; and (ixviii) all Contracts that limit or restrict the ability of the Company or any of its affiliates subsidiaries to compete or otherwise to conduct business in any material manner or place. (b) The Company has heretofore made available to the Parent true and complete copies of all of the Contracts required to be set forth in Section 3.15 of the Company Disclosure ScheduleSchedule except those required by Section 3.15(vii) which will be provided to Parent as soon as is practicable after the date hereof. Each such Contract is valid and binding in accordance with its terms, and is in full force and effect (except as set forth in Section 3.15 of the Company Disclosure Schedule), provided that foregoing representation is to the Company's Knowledge with respect to the other parties to such Contracts. Neither the Company nor any of its subsidiaries is in default in any material respect with respect to any such Contract, nor (to the Company's Knowledge) does any condition exist that with notice or lapse of time or both would constitute such a material default thereunder or permit any other party thereto to terminate such Contract. To the Company's Knowledge, no other party to any such Contract is in default in any material respect with respect to any such Contract. No party has given any written or (to the Company's Knowledge) oral notice (i) of termination or cancellation of any such Contract or (ii) that it intends to assert a breach of any such Contract, whether as a result of the transactions contemplated hereby or otherwise. Each Contract identified in Section 3.15 of the Company Disclosure Schedule in response to any item under this Section 3.15 shall be deemed incorporated by reference to all other items in this Section 3.15.

Material Contracts and Commitments. (a) Section 3.15 All of the Company Disclosure Schedule contains material contracts and agreements to which the Seller is a true party (each a "Contract") are valid, binding and complete list in full force and effect and enforceable by and against the Seller in accordance with their respective terms, subject to the effect of applicable bankruptcy, insolvency, reorganization, moratorium, or other laws of general application relating to or affecting enforcement of creditors' rights, and rules or laws concerning equitable remedies. For purposes of the foregoing provision, "material contracts" shall be deemed to mean: (i) all of the following contracts, agreements mortgages, indentures, agreements, instruments and commitments, whether oral or written ("Contracts"), transactions to which the Company or any of its subsidiaries Seller is a party or by which any of them it is bound (including purchase orders to the Seller or any of their material Company Real Assets is bound, as each such contract or commitment may have been amended, modified or supplemented: (i) all Contracts pursuant to which the Company or its subsidiaries holds a leasehold interest in or otherwise has an economic interest in any real property, other than property described in Section 3.14 of the Company Disclosure Schedule and other than apartment leases entered into in the ordinary course of business placed by the Company; (iiSeller) all Contracts providing for management of any temporary lodging business by the Company or any of its subsidiaries; (iii) all Contracts granting or obtaining a franchise or license to utilize a brand name or other rights of a system providing residential serviceswhich involve obligations of, or granting a license or sublicense of any material trademarkpayments to, trade name, copyright, patent, service xxxx or trade secret, or any rights therein or application therefor; (iv) all partnership or joint venture Contracts; (v) all loan agreements, notes, bonds, debentures, debt instruments, evidences of indebtedness, debt securities, or other Contracts relating to any indebtedness of the Company or any of its subsidiaries in an amount Seller in excess of $100,000; (ii) all agreements between the Seller and its officers, directors, consultants and employees; (iii) all agreements or involving understandings between the direct Seller and current or indirect guaranty potential sales affiliates, agents or suretyship by distributors; (iv) all agreements of the Company Seller that contain restrictions on its ability to compete; (v) all agreements creating an obligation to participate in a joint venture, limited liability company, partnership or any of its subsidiaries of any indebtedness in an amount in excess of $100,000; similar arrangement; (vi) all Contracts that, after agreements that contain provisions that require or gives either party to the date hereof, obligate agreement the Company or any option that payments by the Seller be made as a percent of its subsidiaries to pay, pledge, revenue or encumber or restrict assets in an aggregate amount in excess of $100,000; (vii) all Contracts by which the Company has committed to extend credit to third parties; stock; (viii) all Contracts agreements with customers of the Company that involve payments which, in the aggregate, exceed $50,000a term exceeding three years; and (ix) all Contracts that limit or restrict the ability guarantees of the Company obligations of others; (x) all agreements granting rights of exclusivity to third parties; (xi) all agreements relating to the acquisition or disposition of any business or any interest therein; (xii) all leases of its affiliates to compete real property or otherwise to conduct business in material personal property or any material manner or placecapital leases. (b) The Company has heretofore made available to the Parent true and complete copies of all of the Contracts required to be set forth in Section 3.15 of the Company Disclosure Schedule. Each such Contract is valid and binding in accordance with its terms, and is in full force and effect (except as set forth in Section 3.15 of the Company Disclosure Schedule). Neither the Company nor any of its subsidiaries is in default in any material respect with respect to any such Contract, nor (to the Company's Knowledge) does any condition exist that with notice or lapse of time or both would constitute such a material default thereunder or permit any other party thereto to terminate such Contract. To the Company's Knowledge, no other party to any such Contract is in default in any material respect with respect to any such Contract. No party has given any written or (to the Company's Knowledge) oral notice (i) of termination or cancellation of any such Contract or (ii) that it intends to assert a breach of any such Contract, whether as a result of the transactions contemplated hereby or otherwise. Each Contract identified in Section 3.15 of the Company Disclosure Schedule in response to any item under this Section 3.15 shall be deemed incorporated by reference to all other items in this Section 3.15.

Material Contracts and Commitments. (a) Section 3.15 of the Company Disclosure Schedule contains a true and complete list of all of the following contracts, agreements and commitments, whether oral or written ("Contracts"), to which the Company or any of its subsidiaries is a party or by which any of them or any of their material Company Real Assets is bound, as each such contract or commitment may have been amended, modified or supplemented: (i) all Contracts pursuant to which the Company or its subsidiaries holds a leasehold interest in or otherwise has an economic interest in any real property, other than property described in Section 3.14 of the Company Disclosure Schedule and other than apartment leases entered into in the ordinary course of business by the CompanySchedule; (ii) all Contracts providing for management of any temporary lodging business by the Company or any of its subsidiaries; (iii) all Contracts granting or obtaining a franchise or license to utilize a brand name or other rights of a system providing residential sterilization services, or granting or obtaining a license or sublicense of any material trademark, trade name, copyright, patent, service xxxx or mark, xx trade secret, or any rights therein or application therefortherefor other than for contracts related to packaged software for the Company's internal use; (iviii) all partnership or joint venture Contracts; (viv) all loan agreements, notes, bonds, debentures, debt instruments, evidences of indebtedness, debt securities, or other Contracts relating to any indebtedness of the Company or any of its subsidiaries in an amount in excess of $100,000250,000, or involving the direct or indirect guaranty or suretyship by the Company or any of its subsidiaries of any indebtedness in an amount in excess of $100,000250,000; (viv) all Contracts that, after the date hereof, obligate the Company or any of its subsidiaries to pay, pledge, or encumber or restrict assets in an aggregate amount in excess of $100,000250,000, except with respect to such Contracts entered into in connection with facilities currently under construction in which case such excess amount shall be $1,000,000; (viivi) all Contracts by which the Company has committed to extend credit to third partiesparties other than Contracts entered into with customers in the ordinary course of business; (viiivii) all Contracts with the 25 largest (based on revenue paid to the Company) customers of the Company that involve payments whichduring the fiscal year ended March 31, in the aggregate, exceed $50,0001999; and (ixviii) all Contracts that limit or restrict the ability of the Company or any of its affiliates subsidiaries to compete or otherwise to conduct business in any material manner or place. (b) The Company has heretofore made available to the Parent true and complete copies of all of the Contracts required to be set forth in Section 3.15 of the Company Disclosure ScheduleSchedule except those required by Section 3.15(vii) which will be provided to Parent as soon as is practicable after the date hereof. Each such Contract is valid and binding in accordance with its terms, and is in full force and effect (except as set forth in Section 3.15 of the Company Disclosure Schedule), provided that foregoing representation is to the Company's Knowledge with respect to the other parties to such Contracts. Neither the Company nor any of its subsidiaries is in default in any material respect with respect to any such Contract, nor (to the Company's Knowledge) does any condition exist that with notice or lapse of time or both would constitute such a material default thereunder or permit any other party thereto to terminate such Contract. To the Company's Knowledge, no other party to any such Contract is in default in any material respect with respect to any such Contract. No party has given any written or (to the Company's Knowledge) oral notice (i) of termination or cancellation of any such Contract or (ii) that it intends to assert a breach of any such Contract, whether as a result of the transactions contemplated hereby or otherwise. Each Contract identified in Section 3.15 of the Company Disclosure Schedule in response to any item under this Section 3.15 shall be deemed incorporated by reference to all other items in this Section 3.15.