MATERIAL CONTRACTS AND RELATIONSHIPS. (a) Except for agreements specifically identified on other Schedules, Schedule 3.17 sets forth a complete and correct list of the following:
(i) All agreements (or groups of agreements with one or more related entities) between the Company or any of its Subsidiaries and any customer or supplier in excess of $25,000 and all agreements extending beyond twelve months;
(ii) All agreements that relate to the borrowing or lending by the Company (or any of its Subsidiaries) of any money or that create or continue any material claim, lien, charge or encumbrance against, or right of any third party with respect to, any asset of the Company or any of its Subsidiaries;
(iii) All agreements by which the Company or any of its Subsidiaries leases any real property, has the right to lease any real property or leases capital equipment and all other leases involving the Company or any of its Subsidiaries as lessee or lessor;
(iv) All agreements to which the Company or any of its Subsidiaries is a party not in the ordinary course of business;
(v) All agreements to which the Company or any of its Subsidiaries, on the one hand, and any of Sellers or any of their respective Affiliates (as defined in Section 3.19) or Related Parties (as defined in Section 3.19), on the other hand, are parties or by which they are bound;
(vi) All contracts or commitments relating to the employment of any Person or any commission or finder's fee arrangements with others;
(vii) All material license agreements, whether as licensor or licensee;
(viii) All other agreements to which the Company or any of its Subsidiaries is a party or by which it is bound and that involve $25,000 or more or that extend for a period of one year or more; and
(ix) All other agreements to which the Company or any of its Subsidiaries is a party or by which it is bound and that are or may be material to the Condition of the Company or any of its Subsidiaries.
MATERIAL CONTRACTS AND RELATIONSHIPS. (a) Except for agreements specifically identified on other Schedules, Schedule 3.19(a) sets forth a complete and correct list of the following:
(i) All agreements (or groups of agreements with one or more related entities) between the Company and any customer or supplier in excess of $10,000 and all agreements and blanket purchase orders extending beyond one year;
(ii) All credit and loan agreements, promissory notes, and other obligations in respect of borrowed money;
(iii) All guarantees, letters of credit, performance or other bonds, and any other financial instruments;
(iv) All general or special powers of attorney;
(v) All agreements that create or continue any claim, lien, charge or encumbrance against, or right of any third party with respect to, any of the assets of the Company;
(vi) All agreements by which the Company leases any capital equipment and all other leases involving the Company as lessee or lessor;
(vii) All agreements to which the Company is a party not in the ordinary course of business;
(viii) All agreements to which the Company, on the one hand, and any of the Company's Affiliates (all such Affiliates being collectively referred to herein as "Related Parties"), on the other hand, are parties or by which they are bound that relate to or are connected in any way with the Company or its operations, business or prospects;
(ix) All contracts or commitments relating to commission arrangements with others;
(x) All license agreements, whether as licensor or licensee;
(xi) All agreements between the Company and its sales representatives, distributors and dealers;
(xii) All agreements between the Company and its customers relating to volume rebates or price reductions;
(xiii) All other agreements to which the Company is a party or by which it is bound and that involve $10,000 or more or that extend for a period of one year or more; and
(xiv) All other agreements to which the Company is a party or by which it is bound and that are or may be material to the assets, liabilities (whether absolute, accrued, contingent or otherwise), condition (financial or otherwise), results of operations, business or prospects of the Company.
MATERIAL CONTRACTS AND RELATIONSHIPS. (a) Schedule 3.11(a) sets forth a complete and correct list of the following agreements to which the Company is a party or by which it is bound (all agreements set forth in Schedule 3.11(a) are collectively referred herein to as the “Material Contracts”):
(i) All Space Lease Agreements;
(ii) All Participation Agreements;
(iii) All Contracts (not otherwise listed in a specific clause) to which the Company is a party or is bound that relate to the Business and provide for annual payments by or to the Company in excess of $150,000;
(iv) All material partnership, joint venture, shareholders’ or other similar Contracts with any Person;
(v) All employment, consulting and similar employment Contracts;
(vi) All Contracts relating to any debt owed by the Company to any Person in excess of $150,000; and
(vii) All Contracts that restrict or limit the Company’s freedom, presently or in the future, to operate its business, compete, or to sell products or services.
(b) All of the Material Contracts are in full force and effect, are valid and binding and are enforceable by the Company in accordance with their terms, except as enforcement may be limited by bankruptcy and similar laws affecting the enforcement of creditors’ rights generally. There are no liabilities of the Company under any Material Contract arising from any breach or default of any provision thereof and no event has occurred that, with the passage of time or the giving of notice or both, would constitute a breach or default by the Company thereunder.
MATERIAL CONTRACTS AND RELATIONSHIPS. (a) Schedule 5.16(a) sets forth a complete and correct list or summary of the following:
(1) All executory agreements (or groups of agreements with one or more related entities) between the Company and any customer or supplier pursuant to which the Company is required to expend $2,000 or more after the Closing Date, or is entitled to receive $2,000 or more, and all agreements and purchase orders extending beyond two months from the date of this Agreement;
(2) All existing agreements that relate to the borrowing or lending by the Company of any money or that create or continue any material claim, lien, charge or encumbrance against, or right of any third party with respect to, any asset of the Company;
(3) All existing agreements by which the Company leases any real property, has the right to lease any real property or leases capital equipment or leases any other personal property, and all other leases involving the Company as lessee or lessor;
(4) All existing agreements to which the Company is a party not in the ordinary course of business;
(5) All existing contracts or commitments to which a Seller is a party (relating to the Business or the Assets) relating to commission arrangements with others;
(6) All existing license agreements to which a Seller is a party (relating to the Business or the Assets), whether as licensor or licensee;
(7) All existing agreements between the Company and its sales representatives;
(8) All existing agreements between the Company and its customers relating to volume rebates or price reductions;
(9) All other existing agreements to which the Company is a party or by which it is bound and that involve $2,000 or more or that extend for a period of two (2) months or more;
(10) All other existing agreements to which the Company is a party or by which it is bound and that are or may be material to the assets, liabilities (whether absolute, accrued, contingent or otherwise), condition (financial or otherwise), results of operations, business or prospects of the Company; and
(11) A current list of the Company's active customers with sales in excess of $10,000 for the current fiscal year.
MATERIAL CONTRACTS AND RELATIONSHIPS. (a) Section 2.14(a) of the Company Letter sets forth a complete and correct list of the following agreements to which Miltec is a party or by which it is bound:
(i) All credit and loan agreements, promissory notes, guarantees, letters of credit, and other obligations in respect of borrowed money or financial instruments;
(ii) All agreements by which Miltec leases any real property, has the right to lease any real property or leases capital equipment and all other leases involving Miltec as lessee or lessor;
(iii) All agreements not in the ordinary course of business;
(iv) All agreements to which Miltec, on the one hand, and any of its Affiliated Parties, on the other hand, are parties or by which they are bound that relates to or is connected in any way with Miltec or the Business;
(v) All sales representative, distributor and similar agreements;
(vi) All employment, consulting and similar agreements;
(vii) All licenses, whether as licensor or licensee;
(viii) All other agreements (including purchase orders with customers and suppliers) to which Miltec is a party or by which it is bound and that involve One Hundred Thousand Dollars ($100,000) or more; and
(ix) All other agreements to which Miltec is a party or by which it is bound and that are or may be material to the assets, liabilities (whether absolute, accrued, contingent or otherwise), condition (financial or otherwise), results of operations, business or prospects of Miltec.
MATERIAL CONTRACTS AND RELATIONSHIPS. (a) Schedule 3.13(a) sets forth a complete and correct list of all agreements to which Seller is a party or by which it is bound that are or may be material to the assets, liabilities (whether absolute, accrued, contingent or otherwise), condition (financial or otherwise), results of operations, business or prospects of the Business. As used in this Section 3.13, the word "agreement" includes both oral and written contracts, leases, understandings, arrangements and all other agreements. The term "Material Contracts" means the agreements of Seller required to be disclosed or Schedule 3.13(a).
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MATERIAL CONTRACTS AND RELATIONSHIPS. Each material contract to which the Company or any of its Subsidiaries is a party (i) is in full force and effect, (ii) constitutes a legal, valid and binding obligation of the Company and the Subsidiaries that are party thereto and, to the Knowledge of the Company, each of the other parties thereto, (iii) is enforceable against the Company and the Subsidiaries that are party thereto and, to the Knowledge of the Company, each of the other parties thereto, in each case in accordance with the terms and conditions thereof, subject to applicable bankruptcy, insolvency, reorganization or other laws or equitable principles relating to or affecting the enforcement of creditor’s rights. Except as set forth on Section 3.1(l) of the Company Disclosure Schedule, none of the Company, any Subsidiary of the Company nor, to the Knowledge of the Company, any other party thereto, is in breach in any material respect of any material contract or in default under any such material contract, and, to the Knowledge of the Company, no event has occurred which with the passage of time or the giving of notice or both would result in such a breach or default thereunder, and no counterparty has exercised or, to the Knowledge of the Company, intends to exercise, any buy, sell, call, put, forced sale or other similar right under any such material contract.
MATERIAL CONTRACTS AND RELATIONSHIPS. (a) Schedule 3.12(a) sets forth a true and complete list of the following agreements to which the Company is a party or by which it is bound (all agreements set forth in Schedule 3.12(a) are collectively referred herein to as the “Material Contracts”):
(i) All leases of capital equipment with monthly payments in excess of $10,000 in the aggregate during the calendar year ended December 31, 2002;
(ii) All credit and loan Contracts, promissory notes, guarantees, letters of credit, and other obligations in respect of borrowed money or financial instruments in excess of $25,000;
(iii) All material strategic or other partnership, joint venture, shareholders’ or other similar Contracts with any Person;
(iv) All employment, consulting and similar employment Contracts;
(v) All Contracts not in the ordinary course of business in excess of $50,000;
(vi) All sales representative, distributor and similar Contracts;
(vii) All Contracts that restrict or limit the Company’s freedom, presently or in the future, to operate its Business, compete, or to sell products or services;
(viii) All Contracts (not otherwise listed in a specific clause of this Section 3.12(a)) to which the Company is a party or is bound that relate to the Business and provide for annual payments by or to the Company in excess of $50,000, including purchase orders or other Contracts or arrangements with customers and suppliers; and
(ix) All other Contracts to which the Company is a party or by which it is bound and that are or may be material to the assets, liabilities (whether absolute, accrued, contingent or otherwise), financial or other condition, results of operations, business or prospects of the Company.
(b) All of the Material Contracts are in full force and effect, are valid and binding and are enforceable by the Company in accordance with their terms, except as enforcement may be limited by bankruptcy and similar laws affecting the enforcement of creditors’ rights generally. Except as otherwise disclosed on Schedule 3.12(b), there are no liabilities of any party to any Material Contract arising from any breach or default of any provision thereof and no event has occurred that, with the passage of time or the giving of notice or both, would constitute a breach or default by the Company thereto, except where such breach or default could not reasonably be expected to cause a Material Adverse Effect on the Company.
MATERIAL CONTRACTS AND RELATIONSHIPS. (a) Except for agreements specifically identified on other schedules hereto, Schedule 5.17(a) sets forth a complete and correct list of the following:
