Common use of Material Contracts and Other Agreements Clause in Contracts

Material Contracts and Other Agreements. Schedule 4.12 sets forth whether written or oral, together with all amendments and modifications thereto, (a) all Contracts whether or not fully performed pursuant to which Seller has acquired, sold or transferred all or any portion of the Business, assets (other than inventory in the ordinary course of business), Properties or equity interests of any Person (including Seller) (whether through purchase, merger, consolidation or otherwise) (the “Acquired Businesses”) which provided for an aggregate purchase price in excess of $75,000; (b) all Contracts containing indemnification provisions or provisions containing covenants not to compete on the part of Seller or which otherwise restricting the ability of Seller in any way to engage in its business; (c) all notes, mortgages, indentures, letters of credit, guarantees, performance bonds and other Contracts for or relating to any lending or Indebtedness (including assumed Indebtedness) entered into by Seller or pursuant to which any Properties are pledged or mortgaged as collateral in an amount in excess of $50,000; (d) any Contract relating to the employment, consulting or severance of any Person, including any present or former director, officer or employee of Seller in an amount in excess of $50,000; (e) each Contract with any Affiliate of Seller in an amount in excess of $50,000; (f) all Contracts for the purchase or sale of goods or services by or from Seller, each of which requires a payment or payments by or to Seller, in the aggregate, of more than $50,000 in any given year; (g) all other Contracts, including real or personal property Leases, involving aggregate payments of more than $50,000 during the term thereof or with a term of more than one (1) year, including all extensions thereof, at the option of any party other than Seller; (h) all Contracts with respect to Intellectual Property; and (i) all other Contracts which are material to Seller or the Business involving more than $50,000, each of the foregoing described under clauses (a) through (i), including each of the same listed on Schedule 4.12, collectively referred to as the “Material Contracts.” Seller is not subject to Contracts with “take or pay” or minimum requirements provisions. With respect to each Material Contract except as set forth on Schedule 4.12, (i) such Material Contract is valid, binding and enforceable against the parties thereto and is in full force and effect and will remain enforceable in such manner and be in full force and effect after the consummation of the transactions contemplated by this Agreement and the Related Documents, (ii) Seller is not and any other party to such Material Contract is not in breach thereof or default thereunder, (iii) there does not exist any event that, with the giving of notice or the lapse of time or both, would constitute a material breach of or a default by Seller or to the knowledge of Seller or any Shareholder, any other party to such Material Contract under such Material Contract, and none of the Seller or any Affiliate thereof has received or given notice of any such breach, default or event, (iv) true, complete and correct copies of each Material Contract have been delivered or made available to Purchaser or their representatives, (v) Seller has not waived any material rights under any Material Contract for periods after the Closing Date, (vi) Seller does not know of any defense to the validity or enforceability of any Material Contract, (vii) Seller has not received or given notice of any breach or default in connection with any Material Contract and (viii) Seller has no existing Liability (contingent or otherwise), including with respect to any indemnification or guarantee obligation, with respect to any Acquired Business. To the knowledge of Seller and the Shareholders the work completed by Seller under any Material Contract which requires customer or third party approval or acceptance which has not been received as of the Closing, will meet all material requirements and specifications of such Material Contract. Schedule 4.12 sets forth all outstanding proposals relating to the Business that are reasonably expected to result in revenues in excess of $100,000.

Material Contracts and Other Agreements. (a) Schedule 4.12 3.8(a) sets forth forth, as of the date hereof, whether written or oral, together with all amendments and modifications thereto, : (ai) all Contracts contracts, agreements and commitments whether or not fully performed pursuant to which Seller the Company has acquired, sold or transferred all or any portion of the Businessbusiness, assets (other than inventory in the ordinary course of business), Properties properties or equity interests of any Person (including Sellerthe Company) (whether through purchase, merger, consolidation or otherwise) (the “Acquired Businesses”) which provided for an aggregate purchase price in excess of $75,000; 25,000; (bii) all Contracts containing indemnification provisions or provisions agreements containing covenants not to compete on the part of Seller the Company or which otherwise restricting the ability of Seller the Company in any way to engage in its business; the Business; (ciii) all notes, mortgages, indentures, letters of credit, guarantees, performance bonds and other Contracts obligations and agreements and other instruments for or relating to any lending or Indebtedness (including assumed Indebtedness) entered into by Seller the Company or pursuant to which any Properties are pledged or mortgaged as collateral in an amount in excess of $50,000; collateral; (div) any Contract relating to the employmentemployment or consulting agreement; (v) all contracts, consulting agreements, commitments or severance of any Person, including any present or former director, officer or employee of Seller in an amount in excess of $50,000; (e) each Contract other arrangements with any Affiliate of Seller in an amount in excess of $50,000; the Company or the Member; (fvi) all Contracts contracts, agreements, commitments or other arrangements for the purchase or sale of goods or services by or from Sellerthe Company, each of which requires a payment or payments by or to Sellerthe Company, in the aggregate, of more than $50,000 in any given year; ; (gvii) all contracts, agreements, commitments or other arrangements relating to payment and/or performance bonds in respect of services provided by the Company; (viii) all other Contractscontracts, including real agreements or personal property Leases, commitments involving aggregate payments of more than $50,000 10,000 during the term thereof or with a term of more than one (1) year, including all extensions thereof, at the option of any party other than Seller; the Company; (hix) all Contracts licenses and agreements with respect to Intellectual PropertyProprietary Rights; and and (ix) all other Contracts contracts, agreements and commitments which are material to Seller or the Business involving more than $50,000, Company each of the foregoing described under clauses (ai) through (ix), including each of the same listed on Schedule 4.123.8(a), collectively referred to as the “Material Contracts.” Seller is not subject to Contracts with “take or pay” or minimum requirements provisions. With respect to each Material Contract except ” (b) Except as set forth on Schedule 4.123.8(b), with respect to each Contract, (i) such Material Contract is valid, binding and enforceable against the parties thereto Company and against each other party thereto, and is in full force and effect and will remain enforceable in such manner and be in full force and effect after the consummation of the transactions contemplated by this Agreement and the Related Documents, (ii) Seller is not and neither the Company nor any other party to such Material Contract is not in material breach thereof or material default thereunder, (iii) there does not exist any event that, with the giving of notice or the lapse of time or both, would constitute a material breach of or a material default by Seller the Company or to the knowledge of Seller or any Shareholder, any other party to such Material Contract under such Material Contract, and none of the Seller Company or any Affiliate thereof has received or given notice of any such breach, default or event, (iv) true, complete and correct copies of each Material Contract have been delivered or made available to the Purchaser or their its representatives, (v) Seller the Company has not waived any material rights under any Material Contract for periods after the Closing DateContract, (vi) Seller does the Company is not know aware of any material defense to the validity or enforceability of any Material Contract, (vii) Seller the Company has not received or given notice of any breach or default in connection with any Material Contract and (viii) Seller the Company has no existing Liability (contingent or otherwise), including with respect to any indemnification or guarantee obligation, with respect to any Acquired Business. To the knowledge of Seller and the Shareholders the work completed by Seller under any Material Contract which requires customer or third party approval or acceptance which has not been received as of the Closing, will meet all material requirements and specifications of such Material Contract. Schedule 4.12 sets forth all outstanding proposals relating to the Business that are reasonably expected to result in revenues in excess of $100,000.

Material Contracts and Other Agreements. Schedule 4.12 sets forth whether written or oral, together with all amendments and modifications thereto, (a) all Contracts whether or not fully performed pursuant to which Seller has acquired, sold or transferred all or any portion of the Business, assets (other than inventory in the ordinary course of business), Properties or equity interests of any Person (including Seller) (whether through purchase, merger, consolidation or otherwise) (the “Acquired Businesses”) which provided for an aggregate purchase price in excess of $75,00025,000; (b) all Contracts containing indemnification provisions, confidentiality provisions or provisions containing covenants not to compete on the part of Seller or which otherwise restricting restrict the ability of Seller in any way to engage in its businessthe Business; (c) all notes, mortgages, indentures, letters of credit, guarantees, performance bonds and other Contracts for or relating to any lending or Indebtedness (including assumed Indebtedness) entered into by Seller (other than standard vendor invoices for which payment is due at least thirty (30) days after the invoice date) or pursuant to which any Properties are pledged or mortgaged as collateral in an amount in excess of $50,000collateral; (d) any Contract relating to the employment, consulting or severance of any Person, including any present or former director, officer or employee of Seller in an amount in excess other than employment agreements relating to at-will employees which are terminable on notice without payment of $50,000severance or other remuneration based on separation; (e) each Contract all Contracts with any Affiliate of Seller in an amount in excess of $50,000Seller; (f) all Contracts for the purchase or sale of goods or services by or from Seller, each of which requires a payment or payments by or to Seller, in the aggregate, of more than $50,000 25,000 in any given year; (g) all other Contracts, including real or personal property Leases, involving aggregate payments of more than $50,000 25,000 during the term thereof or with a term of more than one (1) year, including all extensions thereof, at the option of any party other than Seller; (h) all Contracts with respect to Intellectual Property; and (i) all other Contracts which are material to Seller or the Business involving more than $50,000Business, each of the foregoing described under clauses (a) through (i), including each of the same listed on Schedule 4.12, collectively referred to as the “Material Contracts.” Except as set forth on Schedule 4.12, Seller is not subject to Contracts with “take or pay” or minimum requirements provisions. With respect to each Material Contract Contract, except as set forth on Schedule 4.12, (i) such Material Contract is valid, binding and enforceable against the parties thereto and is in full force and effect and will remain enforceable in such manner and be in full force and effect after the consummation of the transactions contemplated by this Agreement and the Related Documents, (ii) Seller is not and to the Knowledge of Seller or any Shareholder any other party to such Material Contract is not in a material breach thereof or default thereunder, (iii) there does not exist any event that, with the giving of notice or the lapse of time or both, would constitute a material breach of or a material default by Seller or to the knowledge Knowledge of Seller or any Shareholder, Shareholder any other party to such Material Contract under such Material Contract, and none of the Seller or any Affiliate thereof has received or given notice of any such breach, default or event, (iv) true, complete and correct copies of each Material Contract have been delivered or made available to Purchaser or their representatives, (v) Seller has not waived any material rights under any Material Contract for periods after the Closing DateContract, (vi) Seller does not know of any defense to the validity or enforceability of any Material Contract, (vii) Seller has not received or given notice of any breach or default in connection with any Material Contract and (viii) Seller has no existing Liability (contingent or otherwise), including with respect to any indemnification or guarantee obligation, with respect to any Acquired Business. To the knowledge of Seller and the Shareholders the The work completed by Seller under any Material Contract which requires customer or third party approval or acceptance which has not been received as of the Closing, will meet all material requirements and specifications of such Material Contract. Schedule 4.12 sets forth all outstanding proposals relating to the Business that are reasonably expected to result in revenues in excess of $100,000.25,000. Table of Contents

Material Contracts and Other Agreements. Schedule 4.12 sets forth whether written or oral, together with all amendments and modifications thereto, (a) all Contracts whether or not fully performed pursuant to which Seller has acquired, sold or transferred all or any portion of the Business, assets (other than inventory in the ordinary course of business), Properties or equity interests of any Person (including Seller) (whether through purchase, merger, consolidation or otherwise) (the “Acquired Businesses”) which provided for an aggregate purchase price in excess of $75,000; (b) all Contracts containing indemnification provisions or provisions containing covenants not to compete on the part of Seller or which otherwise restricting the ability of Seller in any way to engage in its business; (c) all notes, mortgages, indentures, letters of credit, guarantees, performance bonds and other Contracts for or relating to any lending or Indebtedness (including assumed Indebtedness) entered into by Seller or pursuant to which any Properties are pledged or mortgaged as collateral in an amount in excess of $50,000; (d) any Contract relating to the employment, consulting or severance of any Person, including any present or former director, officer or employee of Seller in an amount in excess of $50,000; (e) each Contract Contracts with any Affiliate of Seller in an amount in excess of $50,000; (f) all Contracts for the purchase or sale of goods or services by or from Seller, each of which requires a payment or payments by or to Seller, in the aggregate, of more than $50,000 in any given year; (g) all other Contracts, including real or personal property Leases, involving aggregate payments of more than $50,000 during the term thereof or with a term of more than one (1) year, including all extensions thereof, at the option of any party other than Seller; (h) all Contracts with respect to Intellectual Property; and (i) all other Contracts which are material to Seller or the Business involving more than $50,000, each of the foregoing described under clauses (a) through (i), including each of the same listed on Schedule 4.12, collectively referred to as the “Material Contracts.” Seller is not subject to Contracts with “take or pay” or minimum requirements provisions. With respect to each Material Contract except as set forth on Schedule 4.12, (i) such Material Contract is valid, binding and enforceable against the parties thereto and is in full force and effect and will remain enforceable in such manner and be in full force and effect after the consummation of the transactions contemplated by this Agreement and the Related Documents, (ii) Seller is not and any other party to such Material Contract is not in breach thereof or default thereunder, (iii) there does not exist any event that, with the giving of notice or the lapse of time or both, would constitute a material breach of or a default by Seller or to the knowledge of Seller or any Shareholder, Shareholder or any other party to such Material Contract under such Material Contract, and none of the Seller or any Affiliate thereof has received or given notice of any such breach, default or event, (iv) true, complete and correct copies of each Material Contract have been delivered or made available to Purchaser or their representatives, (v) Seller has not waived any material rights under any Material Contract for periods after the Closing Date, (vi) Seller does not know of any defense to the validity or enforceability of any Material Contract, (vii) Seller has not received or given notice of any breach or default in connection with any Material Contract and (viii) Seller has no existing Liability (contingent or otherwise), including with respect to any indemnification or guarantee obligation, with respect to any Acquired Business. To the knowledge of Seller and the Shareholders the work completed by Seller under any Material Contract which requires customer or third party approval or acceptance which has not been received as of the Closing, will meet all material requirements and specifications of such Material Contract. Schedule 4.12 sets forth all outstanding proposals relating to the Business that are reasonably expected to result in revenues in excess of $100,000.

Material Contracts and Other Agreements. Schedule 4.12 sets forth whether written or oral, together with all amendments and modifications thereto, (a) all Contracts whether or not fully performed pursuant to which Seller has acquired, sold or transferred all or any portion of the Business, assets (other than inventory in the ordinary course of business), Properties or equity interests of any Person (including Seller) (whether through purchase, merger, consolidation or otherwise) (the “Acquired Businesses”) which provided for an aggregate purchase price in excess of $75,000; (b) all Contracts containing indemnification provisions or provisions containing covenants not to compete on the part of Seller or which otherwise restricting the ability of Seller in any way to engage in its business; (c) all notes, mortgages, indentures, letters of credit, guarantees, performance bonds and other Contracts for or relating to any lending or Indebtedness (including assumed Indebtedness) entered into by Seller or pursuant to which any Properties are pledged or mortgaged as collateral in an amount in excess of $50,000; (d) any Contract relating to the employment, consulting or severance of any Person, including any present or former director, officer or employee of Seller in an amount in excess of $50,000; (e) each Contract Contracts with any Affiliate of Seller in an amount in excess of $50,000; (f) all Contracts for the purchase or sale of goods or services by or from Seller, each of which requires a payment or payments by or to Seller, in the aggregate, of more than $50,000 in any given year; (g) all other Contracts, including real or personal property Leases, involving aggregate payments of more than $50,000 during the term thereof or with a term of more than one (1) year, including all extensions thereof, at the option of any party other than Seller; (h) all Contracts with respect to Intellectual Property; and (i) all other Contracts which are material to Seller or the Business involving more than $50,000, each of the foregoing described under clauses (a) through (i), including each of the same listed on Schedule 4.12, collectively referred to as the “Material Contracts.” Seller is Sellers are not subject to Contracts with “take or pay” or minimum requirements provisions. With respect to each Material Contract except as set forth on Schedule 4.12, (i) such Material Contract is valid, binding and enforceable against the parties thereto and is in full force and effect and will remain enforceable in such manner and be in full force and effect after the consummation of the transactions contemplated by this Agreement and the Related Documents, (ii) Seller is not and any other party to such Material Contract is not in breach thereof or default thereunder, (iii) there does not exist any event that, with the giving of notice or the lapse of time or both, would constitute a material breach of or a default by Seller or to the knowledge of any Seller or any Shareholder, Shareholder or any other party to such Material Contract under such Material Contract, and none of the Seller or any Affiliate thereof has received or given notice of any such breach, default or event, (iv) true, complete and correct copies of each Material Contract have been delivered or made available to Purchaser or their representatives, (v) Seller has not waived any material rights under any Material Contract for periods after the Closing Date, (vi) Seller does not know of any defense to the validity or enforceability of any Material Contract, (vii) Seller has not received or given notice of any breach or default in connection with any Material Contract and (viii) Seller has no existing Liability (contingent or otherwise), including with respect to any indemnification or guarantee obligation, with respect to any Acquired Business. To the knowledge of Seller Sellers and the Shareholders the work completed by Seller under any Material Contract which requires customer or third party approval or acceptance which has not been received as of the Closing, will meet all material requirements and specifications of such Material Contract. Schedule 4.12 sets forth all outstanding proposals relating to the Business that are reasonably expected to result in revenues in excess of $100,000.