Common use of Material Contracts; No Defaults Clause in Contracts

Material Contracts; No Defaults. (a) Schedule 3.13 is a list of all Contracts meeting the following descriptions (“Material Contracts”), true and complete copies of which (including all amendments, modifications, extensions, renewals, and other agreements with respect thereto) have been provided or made available to Purchaser in the Data Room: (i) each Contract whereby any of the Acquired Companies has an obligation to make an investment in or loan to any Person other than any of the Acquired Companies; (ii) each Contract that constitutes a lease of any personal property with (A) aggregate rental payments in excess of $75,000 or (B) the remaining term in excess of one year and which is non-cancelable without penalty and aggregate annual rental payment in excess of $25,000 or (C) the loss of which would be material to the operation of business of the Acquired Companies; (iii) each Contract that involves performance of services, delivery of goods or materials or payments by the Acquired Companies of an amount or value in excess of $25,000; (iv) each Contract that was not entered into in the ordinary course of business; (v) each Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property, (except personal property leases having a value per item or aggregate payments of less than $25,000); (vi) each Contract with respect to Intellectual Property, including Contracts with current employees, consultants, or contractors regarding the ownership, use or non-disclosure of any of the Intellectual Property; (vii) each Contract that constitutes an agreement to purchase or sell a capital asset for a price in excess of $25,000; (viii) each Contract that constitutes or amends any employment, consulting, management, severance, change in control or indemnification arrangement, agreement or understanding between any Acquired Company, on the one hand, and any directors, officers, or other employees on the other hand that make in excess of $25,000 per year; (ix) each Contract pursuant to which an Acquired Company has granted a power of attorney or other similar grant of agency; (x) each Contact that constitutes an agreement with any Major Customer or Major Supplier; (xi) each Contract with any labor union or association representing any employee of any of the Acquired Companies; (xii) each Contract that constitutes a bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (xiii) each Contract that prohibits any of the Acquired Companies from freely engaging in business anywhere in the world or concerning confidentiality (except Contracts concerning confidentiality entered into in the ordinary course of business); (xiv) each Contract, including any joint venture, partnership, or limited liability company agreement, involving a sharing of profits, losses, costs, taxes, or other liabilities by the Acquired Companies with any other Person; (xv) each Contract under which any of the Acquired Companies has created, incurred, assumed or guaranteed debt obligations in excess of $25,000; (xvi) each Contract relating to a sales broker, sales agency, advertising agency or finder’s relationship with the Acquired Companies; (xvii) each Contract that is a settlement, conciliation or similar agreement with any Governmental Entity or pursuant to which any Acquired Company will be required to pay in excess of $25,000 after the date of this Agreement; (xviii) each Contract pursuant to which any Acquired Company has obligations to indemnify another Person (other than Contracts entered into in the ordinary course of business); and (xix) each Contract relating to any surety bond or letter of credit. (b) All of the Material Contracts set forth (or required to be set forth) on Schedule 3.13 are valid, binding and enforceable as to the applicable Acquired Company and, to the Knowledge of Sellers, the other parties thereto, in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium and similar laws, both State and Federal, affecting the enforcement of creditors’ rights or remedies generally as from time to time in effect or (ii) principles of equity, whether considered at law or in equity. No event has occurred or circumstances exist that could, with the passage of time or compliance with any applicable notice requirements or both, constitute a default of, result in a violation or breach of, or give any right to accelerate, modify, cancel or terminate any Material Contract by the Acquired Companies or, to the Knowledge of Sellers, any other party under any such Material Contract and no such breach or default has occurred or such rights arisen. No Acquired Company has received written notice that any party to any Material Contract intends to cancel or terminate any such material Contract or to not exercise any option to renew thereunder, and to the Knowledge of Sellers, no party to any Material Contract otherwise intends to exercise any right of cancellation, termination or to not exercise any option to renew thereunder. The Acquired Companies have not made any prior assignment of any Material Contract or any of their rights or obligations thereunder.

Material Contracts; No Defaults. To the Knowledge of the Company, after having made inquiry of all Company employees authorized to enter into Material Contracts on behalf of the Company: (a) Schedule 3.13 is 3.15(a) contains a list of all Contracts meeting complete and accurate list, and the following descriptions (“Material Contracts”)Company shall deliver or make available to Buyer prior to the Closing, true and complete copies of which the following Contracts (including all amendmentstogether with the Leases listed on Schedule 3.6 and the Contracts listed on Schedule 3.7(b), modifications, extensions, renewals, and other agreements with respect thereto) have been provided or made available to Purchaser in the Data Room:“Material Contracts”): (i) each Contract whereby that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $250,000 either (A) during fiscal 2006 or (B) reasonably expected for fiscal 2007 or any fiscal year thereafter, except for purchase orders for fuel, fuel components or finished goods in the ordinary course of the Acquired Companies has an obligation to make an investment in or loan to any Person other than any of the Acquired Companiesbusiness, consistent with past practices; (ii) each Contract that constitutes a lease involves performance of any personal property with (A) aggregate rental payments services or delivery of goods or materials to the Company of an amount or value in excess of $75,000 250,000 either (A) during fiscal 2006 or (B) reasonably expected for fiscal 2007 or any fiscal year thereafter, except for (y) Contracts for the remaining term purchase of fuel, fuel components or other finished goods in excess the ordinary course of one year business, consistent with past practices and which is non-cancelable (z) Contracts that are terminable by the Company without penalty and aggregate annual rental payment in excess of $25,000 or (C) the loss of which would be material to the operation of business of the Acquired Companiesnotice; (iii) each Contract that involves performance of services, delivery of goods or materials or payments entered into by the Acquired Companies Company outside the ordinary course of an amount business involving, or value reasonably expected to involve, expenditures or receipts of the Company in excess of $25,000; (iv) each Contract that was not entered into in the ordinary course of business; (v) each Lease, rental or occupancy agreement, license, installment or conditional sale agreement, or other Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property, property (except personal property leases having a value per item or and installment and/or conditional sales agreements involving aggregate payments of less than $25,000); (v) each joint venture, partnership, and other similar Contract (however named) involving (or reasonably expected to involve) a sharing of profits, losses, costs, or liabilities by the Company with any other Person; (vi) each Contract with respect to Intellectual Property, including Contracts with current employees, consultants, or contractors regarding containing covenants that restrict the ownership, use or non-disclosure of any business activity of the Intellectual PropertyCompany or limit the freedom of the Company to engage in any line of business or to compete with any Person; (vii) each Contract that constitutes an agreement to purchase or sell a for capital asset for a price expenditures in excess of $25,000; (viii) each Contract that constitutes indenture, mortgage, trust, deed, promissory note, loan agreement, security agreement, guarantee or amends any employment, consulting, management, severance, change in control or indemnification arrangement, other material agreement or understanding between any Acquired Company, on the one hand, and any directors, officers, or other employees on the other hand that make in excess of $25,000 per yearmaterial commitment for Indebtedness; (ix) each Contract pursuant to which an Acquired Company has granted a power of attorney any indemnification agreements or other similar grant of agencyarrangements under which the Company is obligated to indemnify any Person; (x) each Contact that constitutes an agreement with any Major Customer or Major Supplier; (xi) each Contract with any labor union or association representing any employee of any of the Acquired Companies; (xii) each Contract that constitutes a bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (xiii) each Contract that prohibits any of the Acquired Companies from freely engaging in business anywhere in the world or concerning confidentiality (except Contracts concerning confidentiality entered into in the ordinary course of business); (xiv) each Contract, including any joint venture, partnership, or limited liability company agreement, involving a sharing of profits, losses, costs, taxes, or other liabilities by the Acquired Companies with any other Person; (xv) each Contract under which any of the Acquired Companies has created, incurred, assumed or guaranteed debt obligations in excess of $25,000; (xvi) each Contract relating to a sales broker, sales agency, advertising agency or finder’s relationship with the Acquired Companies; (xvii) each Contract that is a settlement, conciliation or similar agreement with any Governmental Entity or pursuant to which any Acquired the Company will be is required to pay consideration in excess of $25,000 after the date of this Agreementhereof; (xviiixi) each Contract pursuant between the Company and any of its customers that involves the sale of goods by the Company to which any Acquired Company has obligations to indemnify another Person such distributor of an amount in excess of $100,000 either (other than Contracts entered into in the ordinary course of business)A) during fiscal 2006 or (B) reasonably expected for fiscal 2007; and (xixxii) each Contract relating to with any surety bond officer, director, employee, consultant or letter independent contractor of creditthe Company; (xiii) each Contract providing for payments in an aggregate amount exceeding $25,000 per annum that is not terminable by the Company, without penalty, upon sixty (60) days notice; and (xiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. (b) All Except as set forth on Schedule 3.15(b): (i) no Seller has or may acquire any rights under, and no Seller has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the Material Contracts assets owned or used by, the Company; and (ii) to the Knowledge of the Company, no officer, director, agent, employee, consultant, or contractor of the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to: (A) engage in or continue any conduct, activity, or practice relating to the business of the Company; or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery. (c) Except as set forth (on Schedule 3.15(c), each Material Contract identified or required to be set forth) identified on Schedule 3.13 are valid, binding 3.15(a) is in full force and effect and is valid and enforceable in accordance with its terms. (d) Except as to set forth on Schedule 3.15(d): (i) the Company is in material compliance with all applicable Acquired Company and, terms and requirements of each Material Contract; (ii) to the Knowledge of Sellersthe Company, each other Person that has any obligation or liability under any Material Contract is in material compliance with all applicable terms and requirements of such Material Contract; (iii) to the other parties theretoKnowledge of the Company, in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium and similar laws, both State and Federal, affecting the enforcement of creditors’ rights or remedies generally as from time to time in effect or (ii) principles of equity, whether considered at law or in equity. No no event has occurred or circumstances exist circumstance exists that could(with or without notice or lapse of time) may contravene, with the passage of time conflict with, or compliance with any applicable notice requirements or both, constitute a default of, result in a violation or breach of, or give any the Company or other Person the right to acceleratedeclare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, cancel or terminate any Material Contract by the Acquired Companies or, Contract; and (iv) to the Knowledge of Sellersthe Company, the Company has not given to or received from any other Person, at any time since the date of the Interim Financial Statements, or to the extent not reflected in the Interim Financial Statements, since the date of the Year End Financial Statements, any other party under written notice or communication regarding any such Material Contract and no such actual, alleged, possible, or potential violation or breach of, or default has occurred or such rights arisen. No Acquired Company has received written notice that any party to under, any Material Contract intends to cancel or terminate any such material Contract or to not exercise any option to renew thereunder, and to the Knowledge of Sellers, no party to any Material Contract otherwise intends to exercise any right of cancellation, termination or to not exercise any option to renew thereunder. The Acquired Companies have not made any prior assignment of any Material Contract or any of their rights or obligations thereunderContract.

Material Contracts; No Defaults. To the Knowledge of the Company, after having made inquiry of all Company employees authorized to enter into Material Contracts on behalf of the Company: (a) Schedule 3.13 is 3.15(a) contains a list complete and accurate list, and the Company has delivered or made available to Buyer prior to the execution of all Contracts meeting this Agreement true and complete copies, of the following descriptions Contracts (together with the Leases listed on Schedule 3.6 and the Contracts listed on Schedule 3.7(b), the “Material Contracts”), true and complete copies of which (including all amendments, modifications, extensions, renewals, and other agreements with respect thereto) have been provided or made available to Purchaser in the Data Room:): (i) each Contract whereby that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $250,000 either (A) during fiscal 2006 or (B) reasonably expected for fiscal 2007 or any fiscal year thereafter, except for purchase orders for fuel, fuel components or finished goods in the ordinary course of the Acquired Companies has an obligation to make an investment in or loan to any Person other than any of the Acquired Companiesbusiness, consistent with past practices; (ii) each Contract that constitutes a lease involves performance of any personal property with (A) aggregate rental payments services or delivery of goods or materials to the Company of an amount or value in excess of $75,000 250,000 either (A) during fiscal 2006 or (B) reasonably expected for fiscal 2007 or any fiscal year thereafter, except for (y) Contracts for the remaining term purchase of fuel, fuel components or other finished goods in excess the ordinary course of one year business, consistent with past practices and which is non-cancelable (z) Contracts that are terminable by the Company without penalty and aggregate annual rental payment in excess of $25,000 or (C) the loss of which would be material to the operation of business of the Acquired Companiesnotice; (iii) each Contract that involves performance of services, delivery of goods or materials or payments entered into by the Acquired Companies Company outside the ordinary course of an amount business involving, or value reasonably expected to involve, expenditures or receipts of the Company in excess of $25,000; (iv) each Contract that was not entered into in the ordinary course of business; (v) each Lease, rental or occupancy agreement, license, installment or conditional sale agreement, or other Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property, property (except personal property leases having a value per item or and installment and/or conditional sales agreements involving aggregate payments of less than $25,000); (v) each joint venture, partnership, and other similar Contract (however named) involving (or reasonably expected to involve) a sharing of profits, losses, costs, or liabilities by the Company with any other Person; (vi) each Contract with respect to Intellectual Property, including Contracts with current employees, consultants, or contractors regarding containing covenants that restrict the ownership, use or non-disclosure of any business activity of the Intellectual PropertyCompany or limit the freedom of the Company to engage in any line of business or to compete with any Person; (vii) each Contract that constitutes an agreement to purchase or sell a for capital asset for a price expenditures in excess of $25,000; (viii) each Contract that constitutes indenture, mortgage, trust, deed, promissory note, loan agreement, security agreement, guarantee or amends any employment, consulting, management, severance, change in control or indemnification arrangement, other material agreement or understanding between any Acquired Company, on the one hand, and any directors, officers, or other employees on the other hand that make in excess of $25,000 per yearmaterial commitment for Indebtedness; (ix) each Contract pursuant to which an Acquired Company has granted a power of attorney any indemnification agreements or other similar grant of agencyarrangements under which the Company is obligated to indemnify any Person; (x) each Contact that constitutes an agreement with any Major Customer or Major Supplier; (xi) each Contract with any labor union or association representing any employee of any of the Acquired Companies; (xii) each Contract that constitutes a bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (xiii) each Contract that prohibits any of the Acquired Companies from freely engaging in business anywhere in the world or concerning confidentiality (except Contracts concerning confidentiality entered into in the ordinary course of business); (xiv) each Contract, including any joint venture, partnership, or limited liability company agreement, involving a sharing of profits, losses, costs, taxes, or other liabilities by the Acquired Companies with any other Person; (xv) each Contract under which any of the Acquired Companies has created, incurred, assumed or guaranteed debt obligations in excess of $25,000; (xvi) each Contract relating to a sales broker, sales agency, advertising agency or finder’s relationship with the Acquired Companies; (xvii) each Contract that is a settlement, conciliation or similar agreement with any Governmental Entity or pursuant to which any Acquired the Company will be is required to pay consideration in excess of $25,000 after the date of this Agreementhereof; (xviiixi) each Contract pursuant between the Company and any of its customers that involves the sale of goods by the Company to which any Acquired Company has obligations to indemnify another Person such distributor of an amount in excess of $100,000 either (other than Contracts entered into in the ordinary course of business)A) during fiscal 2006 or (B) reasonably expected for fiscal 2007; and (xixxii) each Contract relating to with any surety bond officer, director, employee, consultant or letter independent contractor of creditthe Company; (xiii) each Contract providing for payments in an aggregate amount exceeding $25,000 per annum that is not terminable by the Company, without penalty, upon sixty (60) days notice; and (xiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. (b) All Except as set forth on Schedule 3.15(b): (i) no Seller has or may acquire any rights under, and no Seller has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the Material Contracts assets owned or used by, the Company; and (ii) to the Knowledge of the Company, no officer, director, agent, employee, consultant, or contractor of the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to: (A) engage in or continue any conduct, activity, or practice relating to the business of the Company; or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery. (c) Except as set forth (on Schedule 3.15(c), each Material Contract identified or required to be set forth) identified on Schedule 3.13 are valid, binding 3.15(a) is in full force and effect and is valid and enforceable in accordance with its terms. (d) Except as to set forth on Schedule 3.15(d): (i) the Company is in material compliance with all applicable Acquired Company and, terms and requirements of each Material Contract; (ii) to the Knowledge of Sellersthe Company, each other Person that has any obligation or liability under any Material Contract is in material compliance with all applicable terms and requirements of such Material Contract; (iii) to the other parties theretoKnowledge of the Company, in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium and similar laws, both State and Federal, affecting the enforcement of creditors’ rights or remedies generally as from time to time in effect or (ii) principles of equity, whether considered at law or in equity. No no event has occurred or circumstances exist circumstance exists that could(with or without notice or lapse of time) may contravene, with the passage of time conflict with, or compliance with any applicable notice requirements or both, constitute a default of, result in a violation or breach of, or give any the Company or other Person the right to acceleratedeclare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, cancel or terminate any Material Contract by the Acquired Companies or, Contract; and (iv) to the Knowledge of Sellersthe Company, the Company has not given to or received from any other Person, at any time since the date of the Interim Financial Statements, or to the extent not reflected in the Interim Financial Statements, since the date of the Year End Financial Statements, any other party under written notice or communication regarding any such Material Contract and no such actual, alleged, possible, or potential violation or breach of, or default has occurred or such rights arisen. No Acquired Company has received written notice that any party to under, any Material Contract intends to cancel or terminate any such material Contract or to not exercise any option to renew thereunder, and to the Knowledge of Sellers, no party to any Material Contract otherwise intends to exercise any right of cancellation, termination or to not exercise any option to renew thereunder. The Acquired Companies have not made any prior assignment of any Material Contract or any of their rights or obligations thereunderContract.

Material Contracts; No Defaults. To the Knowledge of the Company, after having made inquiry of all Company employees authorized to enter into Material Contracts on behalf of the Company: (a) Schedule 3.13 is 3.15(a) contains a list complete and accurate list, and the Company has delivered or made available to Buyer prior to the execution of all Contracts meeting this Agreement true and complete copies, of the following descriptions Contracts (together with the Leases listed on Schedule 3.6 and the Contracts listed on Schedule 3.7(b), the “Material Contracts”), true and complete copies of which (including all amendments, modifications, extensions, renewals, and other agreements with respect thereto) have been provided or made available to Purchaser in the Data Room:): (i) each Contract whereby that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $250,000 either (A) during fiscal 2005 or (B) reasonably expected for fiscal 2006 or any fiscal year thereafter, except for purchase orders for fuel, fuel components or finished goods in the ordinary course of the Acquired Companies has an obligation to make an investment in or loan to any Person other than any of the Acquired Companiesbusiness, consistent with past practices; (ii) each Contract that constitutes a lease involves performance of any personal property with (A) aggregate rental payments services or delivery of goods or materials to the Company of an amount or value in excess of $75,000 250,000 either (A) during fiscal 2005 or (B) reasonably expected for fiscal 2006 or any fiscal year thereafter, except for (y) Contracts for the remaining term purchase of fuel, fuel components or other finished goods in excess the ordinary course of one year business, consistent with past practices and which is non-cancelable (z) Contracts that are terminable by the Company without penalty and aggregate annual rental payment in excess of $25,000 or (C) the loss of which would be material to the operation of business of the Acquired Companiesnotice; (iii) each Contract that involves performance of services, delivery of goods or materials or payments entered into by the Acquired Companies Company outside the ordinary course of an amount business involving, or value reasonably expected to involve, expenditures or receipts of the Company in excess of $25,000; (iv) each Contract that was not entered into in the ordinary course of business; (v) each Lease, rental or occupancy agreement, license, installment or conditional sale agreement, or other Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property, property (except personal property leases having a value per item or and installment and/or conditional sales agreements involving aggregate payments of less than $25,000); (v) each joint venture, partnership, and other similar Contract (however named) involving (or reasonably expected to involve) a sharing of profits, losses, costs, or liabilities by the Company with any other Person; (vi) each Contract with respect to Intellectual Property, including Contracts with current employees, consultants, or contractors regarding containing covenants that restrict the ownership, use or non-disclosure of any business activity of the Intellectual PropertyCompany or limit the freedom of the Company to engage in any line of business or to compete with any Person; (vii) each Contract that constitutes an agreement to purchase or sell a for capital asset for a price expenditures in excess of $25,000; (viii) each Contract that constitutes indenture, mortgage, trust, deed, promissory note, loan agreement, security agreement, guarantee or amends any employment, consulting, management, severance, change in control or indemnification arrangement, other material agreement or understanding between any Acquired Company, on the one hand, and any directors, officers, or other employees on the other hand that make in excess of $25,000 per yearmaterial commitment for Indebtedness; (ix) each Contract pursuant to which an Acquired Company has granted a power of attorney any indemnification agreements or other similar grant of agencyarrangements under which the Company is obligated to indemnify any Person; (x) each Contact that constitutes an agreement with any Major Customer or Major Supplier; (xi) each Contract with any labor union or association representing any employee of any of the Acquired Companies; (xii) each Contract that constitutes a bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (xiii) each Contract that prohibits any of the Acquired Companies from freely engaging in business anywhere in the world or concerning confidentiality (except Contracts concerning confidentiality entered into in the ordinary course of business); (xiv) each Contract, including any joint venture, partnership, or limited liability company agreement, involving a sharing of profits, losses, costs, taxes, or other liabilities by the Acquired Companies with any other Person; (xv) each Contract under which any of the Acquired Companies has created, incurred, assumed or guaranteed debt obligations in excess of $25,000; (xvi) each Contract relating to a sales broker, sales agency, advertising agency or finder’s relationship with the Acquired Companies; (xvii) each Contract that is a settlement, conciliation or similar agreement with any Governmental Entity or pursuant to which any Acquired the Company will be is required to pay consideration in excess of $25,000 after the date of this Agreementhereof; (xviiixi) each Contract pursuant between the Company and any of its customers that involves the sale of goods by the Company to which any Acquired Company has obligations to indemnify another Person such distributor of an amount in excess of $100,000 either (other than Contracts entered into in the ordinary course of business)A) during fiscal 2005 or (B) reasonably expected for fiscal 2006; and (xixxii) each Contract relating to with any surety bond officer, director, employee, consultant or letter independent contractor of creditthe Company; (xiii) each Contract providing for payments in an aggregate amount exceeding $25,000 per annum that is not terminable by the Company, without penalty, upon sixty (60) days notice; and (xiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. (b) All Except as set forth on Schedule 3.15(b): (i) no Seller has or may acquire any rights under, and no Seller has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the Material Contracts assets owned or used by, the Company; and (ii) to the Knowledge of the Company, no officer, director, agent, employee, consultant, or contractor of the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to: (A) engage in or continue any conduct, activity, or practice relating to the business of the Company; or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery. (c) Except as set forth (on Schedule 3.15(c), each Material Contract identified or required to be set forth) identified on Schedule 3.13 are valid, binding 3.15(a) is in full force and effect and is valid and enforceable in accordance with its terms. (d) Except as to set forth on Schedule 3.15(d): (i) the Company is in material compliance with all applicable Acquired Company and, terms and requirements of each Material Contract; (ii) to the Knowledge of Sellersthe Company, each other Person that has any obligation or liability under any Material Contract is in material compliance with all applicable terms and requirements of such Material Contract; (iii) to the other parties theretoKnowledge of the Company, in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium and similar laws, both State and Federal, affecting the enforcement of creditors’ rights or remedies generally as from time to time in effect or (ii) principles of equity, whether considered at law or in equity. No no event has occurred or circumstances exist circumstance exists that could(with or without notice or lapse of time) may contravene, with the passage of time conflict with, or compliance with any applicable notice requirements or both, constitute a default of, result in a violation or breach of, or give any the Company or other Person the right to acceleratedeclare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, cancel or terminate any Material Contract by the Acquired Companies or, Contract; and (iv) to the Knowledge of Sellersthe Company, the Company has not given to or received from any other Person, at any time since the date of the Interim Financial Statements, or to the extent not reflected in the Interim Financial Statements, since the date of the Year End Financial Statements, any other party under written notice or communication regarding any such Material Contract and no such actual, alleged, possible, or potential violation or breach of, or default has occurred or such rights arisen. No Acquired Company has received written notice that any party to under, any Material Contract intends to cancel or terminate any such material Contract or to not exercise any option to renew thereunder, and to the Knowledge of Sellers, no party to any Material Contract otherwise intends to exercise any right of cancellation, termination or to not exercise any option to renew thereunder. The Acquired Companies have not made any prior assignment of any Material Contract or any of their rights or obligations thereunderContract.

Material Contracts; No Defaults. (a) Schedule 3.13 3.15(a) contains a complete and accurate list, and the Company has delivered or made available to Parent true and complete copies, of the following Contracts to which the Company or a Subsidiary is a list of all Contracts meeting Party (the following descriptions (“Material Contracts”), true and complete copies of which (including all amendments, modifications, extensions, renewals, and other agreements with respect thereto) have been provided or made available to Purchaser in the Data Room:): (i) each Contract whereby any of the Acquired Companies has an obligation to make an investment in employment, consulting or loan to any Person other than any of the Acquired Companiesseverance agreement, contract or commitment; (ii) each Contract that constitutes a lease involves performance of any personal property with (A) aggregate rental payments services or delivery of Table of Contents goods or materials by the Company of an amount or value in excess of $75,000 or (B) the remaining term in excess of one year and which is non300,000 during any twelve-cancelable without penalty and aggregate annual rental payment in excess of $25,000 or (C) the loss of which would be material month period prior to the operation date hereof, except for purchase orders for components or finished goods in the ordinary course of business of the Acquired Companiesbusiness, consistent with past practices; (iii) each Contract that involves performance of services, services or delivery of goods or materials or payments by to the Acquired Companies Company of an amount or value in excess of $25,000300,000 during any twelve-month period from the date hereof, except for purchase orders for components or finished goods in the ordinary course of business, consistent with past practices; (iv) each Contract that was not entered into in by the Company during the preceding twelve months outside the ordinary course of businessbusiness involving expenditures or receipts of the Company in excess of $150,000; (v) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property, property (except personal property leases and installment and/or conditional sales agreements having a value per item or aggregate payments of less than $25,000)50,000) during any twelve-month period from the date hereof; (vi) each Contract with respect to Intellectual Property, including Contracts with current employees, consultants, or contractors regarding the ownership, use or non-disclosure of any of the Intellectual Property; (vii) each Contract that constitutes an agreement to purchase or sell a capital asset for a price in excess of $25,000; (viii) each Contract that constitutes or amends any employment, consulting, management, severance, change in control or indemnification arrangement, agreement or understanding between any Acquired Company, on the one hand, and any directors, officers, or other employees on the other hand that make in excess of $25,000 per year; (ix) each Contract pursuant to which an Acquired Company has granted a power of attorney or other similar grant of agency; (x) each Contact that constitutes an agreement with any Major Customer or Major Supplier; (xi) each Contract with any labor union or association representing any employee of any of the Acquired Companies; (xii) each Contract that constitutes a bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (xiii) each Contract that prohibits any of the Acquired Companies from freely engaging in business anywhere in the world or concerning confidentiality (except Contracts concerning confidentiality entered into in the ordinary course of business); (xiv) each Contract, including any joint venture, partnership, or limited liability company agreement, and other similar Contract (however named) involving a sharing of profits, losses, costs, taxes, or other liabilities by the Acquired Companies Company with any other Person during any twelve-month period from the date hereof; (vii) each Contract containing covenants that restrict the business activity of the Company or limit the freedom of the Company to engage in any line of business or to compete with any Person; (xvviii) each power of attorney that is currently effective and outstanding; (ix) each Contract under which any of the Acquired Companies has created, incurred, assumed or guaranteed debt obligations for capital expenditures in excess of $25,000300,000; (xvix) each Contract relating to a sales brokeragreement between the Company and any of its customers, sales agency, advertising agency or findermanufacturer’s relationship with the Acquired Companies; (xvii) each Contract that is a settlement, conciliation or similar agreement with any Governmental Entity or pursuant to which any Acquired Company will be required to pay in excess of $25,000 after the date of this Agreement; (xviii) each Contract pursuant to which any Acquired Company has obligations to indemnify another Person (other than Contracts entered into in the ordinary course of business)representatives and distributors; and (xixxi) each Contract relating to amendment, supplement, and modification (whether oral or written) in respect of any surety bond or letter of creditthe foregoing. (b) All Except as set forth in Schedule 3.15(b): (i) no Company Securityholder has or may acquire any rights under, and no Company Securityholder has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the Material Contracts assets owned or used by, the Company; and (ii) to the Knowledge of the Company, no officer, director, agent, employee, consultant, or contractor of the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to: (A) engage in or continue any conduct, activity, or practice relating to the business of the Company; or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery. Table of Contents (c) Except as set forth (or required to be set forth) on in Schedule 3.13 are valid, binding and enforceable as to the applicable Acquired Company and3.15(c), to the Knowledge of Sellersthe Company, the other parties thereto, each Material Contract identified or required to be identified in Schedule 3.15(a) is in full force and effect and is valid and enforceable in accordance with their respective its terms, except . (d) Except as such enforceability may be limited by set forth in Schedule 3.15(d): (i) bankruptcy, insolvency, reorganization, moratorium the Company is in material compliance with all applicable terms and similar laws, both State and Federal, affecting the enforcement requirements of creditors’ rights or remedies generally as from time to time in effect or each Material Contract; (ii) principles to the Knowledge of equitythe Company, whether considered at law each other Person that has any obligation or liability under any Material Contract is in equity. No material compliance with all applicable terms and requirements of such Material Contract; (iii) to the Knowledge of the Company, no event has occurred or circumstances exist circumstance exists that could(with or without notice or lapse of time) may contravene, with the passage of time conflict with, or compliance with any applicable notice requirements or both, constitute a default of, result in a violation or breach of, or give any the Company or other Person the right to acceleratedeclare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, cancel or terminate any Material Contract by Contract; and (iv) the Acquired Companies orCompany has not given to or received from any other Person, to at any time since the Knowledge date of Sellersthe Interim Balance Sheet any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any other party under any such Material Contract and no such breach or default has occurred or such rights arisen. No Acquired Company has received written notice that any party to any Material Contract intends to cancel or terminate any such material Contract or to not exercise any option to renew thereunder, and to the Knowledge of Sellers, no party to any Material Contract otherwise intends to exercise any right of cancellation, termination or to not exercise any option to renew thereunder. The Acquired Companies have not made any prior assignment of any Material Contract or any of their rights or obligations thereunderContract.