Common use of Material Contracts Clause in Contracts

Material Contracts. (a) With respect to the Business, neither Seller nor any of its Subsidiaries is a party to or bound by: (i) any lease (whether of real or personal property) requiring (A) annual rentals of $5,000,000 or more or (B) aggregate payments by or to Seller and its Subsidiaries of $10,000,000 or more, in the case of each of clauses (A) and (B) that cannot be terminated on not more than 120 days’ notice without payment by any of Seller or its Subsidiaries of any material penalty; (ii) except for the agreements described in clause (iii) below, any agreement for the purchase of materials, supplies, goods, services, equipment or other assets, or any other agreement under which either (A) since January 1, 2005 there have been payments to or by Seller or any of its Subsidiaries of $5,000,000 or more or (B) aggregate payments to or by Seller or any of its Subsidiaries of $10,000,000 or more are required, in each case that cannot be terminated on not more than 120 days’ notice without payment by Seller or any of its Subsidiaries of any material penalty; (iii) except for the agreements described in clause (ii) above, any sales, distribution or other similar agreement providing for the sale to or by Seller or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments by or to Seller or any of its Subsidiaries of $5,000,000 or more; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) or any assets involving consideration in excess of $5,000,000, except for purchases of inventory, capital expenditures or sales of inventory or obsolete equipment, in each case in the ordinary course of business consistent with past practices; (vi) any agreement relating to the incurrence of Indebtedness, except any such agreement (A) with an aggregate outstanding principal amount not exceeding $5,000,000 or (B) entered into subsequent to the date of, and not in violation of, this Agreement; (vii) any material agreement between the Business on the one hand, and other business units of Seller or any Affiliate of Seller, on the other hand, that will not be terminated at or prior to the Closing without creation of any liability that would be an Assumed Liability; (viii) any employment, deferred compensation, severance, retirement or other similar agreement entered into with any executive Business Employee or any other Business Employee whose annual base salary exceeds $125,000; (ix) any agreement relating to the extension of Indebtedness to, or the making of an equity investment in, any Person, in each case in excess of $5 million in the aggregate, other than the creation of accounts receivable in the ordinary course of business; (x) any agreement that limits in any material respect the freedom of the Business to compete in any line of business or with any Person or in any area, other than confidentiality agreements entered into in the ordinary course of business consistent with past practice; or (xi) any other agreement not required to be disclosed pursuant to clauses (i) through (x) above the termination or lapse of which would reasonably be expected to have a Material Adverse Effect. (b) Each Contract required to be set forth in Section 3.10 of the Disclosure Schedule is a valid and binding agreement of Seller or its applicable Subsidiary, and, to the knowledge of Seller, the other parties thereto and is in full force and effect. None of Seller or any of its Subsidiaries or, to the knowledge of Seller, any other party thereto is in default or breach in any respect under the terms of any such Contract, except for any such defaults or breaches which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Material Contracts. (a) With respect to Section 4.8(a) of the BusinessDisclosure Schedule contains a complete, neither Seller nor current and correct list of the following Contracts (i) by which any of its Subsidiaries the Transferred Assets are bound or affected or (ii) to which Seller is a party to or by which it is bound by:in connection with the Business or the Transferred Assets, excluding the contracts executed in association with this Agreement (such Contracts listed or otherwise disclosed in Section 4.8(a) of the Disclosure Schedule, being “Material Contracts”): (i) any lease (whether of real or personal property) requiring (A) annual rentals all Contracts involving aggregate consideration in excess of $5,000,000 or more or (B) 5,000 in the aggregate payments by or to Seller for any 12 month period and its Subsidiaries of $10,000,000 or morewhich, in the case of each of clauses (A) and (B) that case, cannot be terminated on not cancelled without penalty or without more than 120 30 days’ notice without payment by any of Seller or its Subsidiaries of any material penaltynotice; (ii) except for all Contracts that require Seller to purchase or sell a stated portion of the agreements described in clause (iii) below, any agreement for requirements or outputs of the purchase of materials, supplies, goods, services, equipment Business or other assets, that contain “take or any other agreement under which either (A) since January 1, 2005 there have been payments to or by Seller or any of its Subsidiaries of $5,000,000 or more or (B) aggregate payments to or by Seller or any of its Subsidiaries of $10,000,000 or more are required, in each case that cannot be terminated on not more than 120 days’ notice without payment by Seller or any of its Subsidiaries of any material penaltypay” provisions; (iii) except all Contracts that provide for the agreements described in clause (ii) aboveindemnification of any Person or the assumption of any tax, any sales, distribution or other similar agreement providing for the sale to or by Seller or Liability of any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments by or to Seller or any of its Subsidiaries of $5,000,000 or morePerson; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating all Contracts that relate to the acquisition or disposition of any business business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise); (v) or any assets involving consideration in excess of $5,000,000all broker, except for purchases of inventorydistributor, capital expenditures or dealer, manufacturer’s representative, franchise, agency, sales of inventory or obsolete equipmentpromotion, in each case in the ordinary course of business consistent with past practicesmarket research, marketing consulting and advertising Contracts; (vi) any agreement relating to the incurrence of Indebtedness, except any such agreement all employment agreements and Contracts with independent contractors or consultants (Aor similar arrangements) with an aggregate outstanding principal amount and which are not exceeding $5,000,000 cancellable without penalty or (B) entered into subsequent to the date of, and not in violation of, this Agreementwithout more than 30 days’ notice; (vii) any material agreement between the Business on the one handexcept for Contracts relating to trade receivables, and other business units of Seller or any Affiliate of Sellerall Contracts relating to indebtedness (including, on the other handwithout limitation, that will not be terminated at or prior to the Closing without creation of any liability that would be an Assumed Liabilityguarantees); (viii) any employment, deferred compensation, severance, retirement or other similar agreement entered into all Contracts with any executive Business Employee or any other Business Employee whose annual base salary exceeds $125,000Governmental Authority; (ix) any agreement relating all Contracts that limit or purport to limit the extension ability of Indebtedness to, or the making of an equity investment in, any Person, in each case in excess of $5 million in the aggregate, other than the creation of accounts receivable in the ordinary course of business; (x) any agreement that limits in any material respect the freedom of the Business Seller to compete in any line of business or with any Person or in any areageographic area or during any period of time; (x) all joint venture, other than confidentiality agreements entered into in the ordinary course of business consistent with past practice; orpartnership or similar Contracts; (xi) all Contracts for the sale of any of the Transferred Assets or for the grant to any Person of any option, right of first refusal or preferential or similar right to purchase any of the Transferred Assets; (xii) all powers of attorney with respect to the Business or any Transferred Asset; (xiii) all collective bargaining agreements or Contracts with any labor organization, union or association; and (xiv) all other agreement Contracts that are material to the Transferred Assets or the operation of the Business and not required to be previously disclosed pursuant to clauses (i) through (x) above the termination or lapse of which would reasonably be expected to have a Material Adverse Effectthis section. (b) Each Contract required to be Except as set forth in on Section 3.10 4.8(b) of the Disclosure Schedule Schedule, each Material Contract is a valid and binding agreement of on Seller or in accordance with its applicable Subsidiary, and, to the knowledge of Seller, the other parties thereto terms and is in full force and effect. None During the three (3) year period prior to the date of this Agreement, neither Seller or any of its Subsidiaries ornor, to the knowledge of Seller’s Knowledge, any other party thereto is in material breach of or material default under (or is alleged to be in material breach in of or material default under), or has provided or received any respect under the terms notice of any such intention to terminate, cancel or materially amend, any Material Contract. Except as set forth on Section 4.8(b) of the Disclosure Schedule, except for no event or circumstance has occurred that, to Seller’s Knowledge, with notice or lapse of time or both, would constitute a breach or an event of default under any such defaults Material Contract or breaches which result in a termination thereof or would notcause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. Complete and correct copies of each Material Contract (including all modifications, individually or amendments and supplements thereto and waivers thereunder) have been provided to Buyer. There are no disputes pending or, to Seller’s Knowledge, threatened under any Contract included in the aggregateTransferred Assets. The consummation of the transactions contemplated by this Agreement will not affect the validity, reasonably be expected enforceability and continuation of the Material Contracts on the same terms applicable to have a such Contracts immediately prior to the Closing. Seller has not waived any rights under any Material Adverse EffectContract.

Material Contracts. (a) With respect to Section 4.21(a) of the Business, neither Seller nor Disclosure Schedule sets forth a complete and accurate list of each of the following Contracts (x) by which any of its Subsidiaries the Purchased Assets are bound or affected or (y) to which Seller is a party to or by which it is bound by:in connection with the Business or the Purchased Assets (such Contracts, together with all Leases and Intellectual Property Agreements set forth in Section 2.01(b) of the Disclosure Schedules, being the “Material Contracts”): (i) any lease (whether of real or personal property) requiring (A) annual rentals all Contracts involving aggregate consideration in excess of $5,000,000 or more or (B) aggregate payments by or to Seller 50,000 and its Subsidiaries of $10,000,000 or morewhich, in the case of each of clauses (A) and (B) that case, cannot be terminated on not cancelled without penalty or without more than 120 ninety (90) days’ notice without payment by any of Seller or its Subsidiaries of any material penaltynotice; (ii) except for the agreements described all Contracts involving aggregate payments or receipts in clause (iii) below, any agreement for the purchase of materials, supplies, goods, services, equipment or other assets, or any other agreement under which either (A) since January 1, 2005 there have been payments to or by Seller or any of its Subsidiaries excess of $5,000,000 50,000 that require Seller to purchase or more sell a stated portion of the requirements or (B) aggregate payments to outputs of the Business or by Seller that contain “take or any of its Subsidiaries of $10,000,000 or more are required, in each case that cannot be terminated on not more than 120 days’ notice without payment by Seller or any of its Subsidiaries of any material penaltypay” provisions; (iii) except all Contracts that provide for the agreements described in clause (ii) aboveindemnification of any Person or the assumption of any Tax, any sales, distribution environmental or other similar agreement providing for the sale to or by Seller or Liability of any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments by or to Seller or any of its Subsidiaries of $5,000,000 or morePerson; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating all Contracts that relate to the acquisition or disposition of any business business, a material amount of stock or assets of any other Person or any Real Property (whether by merger, sale of stock, sale of assets or otherwise) or any assets ), in each case involving consideration amounts in excess of $5,000,00050,000; (v) all broker, except for purchases of inventorydistributor, capital expenditures or dealer, manufacturer’s representative, franchise, agency, sales of inventory or obsolete equipmentpromotion, in each case in the ordinary course of business consistent with past practicesmarket research, marketing consulting and advertising Contracts; (vi) any agreement relating to the incurrence of Indebtedness, except any such agreement all employment agreements and Contracts with independent contractors or consultants (Aor similar arrangements) with an aggregate outstanding principal amount and which are not exceeding $5,000,000 cancellable without material penalty or without more than ninety (B90) entered into subsequent to the date of, and not in violation of, this Agreementdays’ notice; (vii) any material agreement between staffing, temporary labor or similar Contracts for the Business on the one hand, and other business units provision of Seller or any Affiliate of Seller, on the other hand, that will not be terminated at or prior to the Closing without creation of any liability that would be an Assumed Liabilitytemporary employee services; (viii) any employmentexcept for Contracts relating to trade receivables, deferred compensationall Contracts relating to indebtedness (including, severancewithout limitation, retirement or other similar agreement entered into with any executive Business Employee or any other Business Employee whose annual base salary exceeds $125,000guarantees); (ix) all Contracts with any agreement relating to the extension of Indebtedness to, or the making of an equity investment in, any Person, in each case in excess of $5 million in the aggregate, other than the creation of accounts receivable in the ordinary course of businessGovernmental Authority; (x) any agreement all Contracts that limits in any material respect limit or purport to limit the freedom ability of the Business Seller to compete in any line of business or with any Person or in any area, other than confidentiality agreements entered into in the ordinary course geographic area or during any period of business consistent with past practice; ortime; (xi) all joint venture, partnership or similar Contracts; (xii) all Contracts for the sale of any of the Purchased Assets or for the grant to any Person of any option, right of first refusal or preferential or similar right to purchase any of the Purchased Assets; (xiii) all powers of attorney with respect to the Business or any Purchased Asset; (xiv) all collective bargaining agreements or Contracts with any union or labor organization; and (xv) all other agreement Contracts that are material to the Purchased Assets or the operation of the Business and not required to be previously disclosed pursuant to clauses (i) through (x) above the termination or lapse of which would reasonably be expected to have a Material Adverse Effectthis Section 4.21(a). (b) Each Material Contract required to be set forth in Section 3.10 of the Disclosure Schedule is a valid and binding agreement of on Seller or in accordance with its applicable Subsidiary, and, to the knowledge of Seller, the other parties thereto terms and is in full force and effect. None of Seller or any of its Subsidiaries or, to the knowledge of Seller’s Knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach in of or default under), or has provided or received any respect under the terms notice of any such intention to terminate, any Material Contract. No event or circumstance has occurred that, except for with notice or lapse of time or both, would constitute an event of default under any such defaults Material Contract or breaches which result in a termination thereof or would notcause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. Complete and correct copies of each Material Contract (including all modifications, individually amendments and supplements thereto and waivers thereunder) have been made available to Buyer. There are no material disputes pending or threatened under any Contract included in the aggregate, reasonably be expected to have a Material Adverse EffectPurchased Assets.

Material Contracts. (a) With respect to Section 4.06(a) of the Business, neither Seller nor Disclosure Schedules lists each of the following Contracts (x) by which any of its Subsidiaries the Purchased Assets are bound or affected or (y) to which any Seller is a party or by which it is bound in connection with the 17173 Business or the Purchased Assets (such Contracts, together with all Contracts concerning the occupancy, management or operation of any Leased Real Property listed or otherwise disclosed in Section 4.09(b) of the Disclosure Schedules and all Contracts relating to or bound by:Intellectual Property set forth in Section 4.10(c) and Section 4.10(e) of the Disclosure Schedules, being “Material Contracts”): (i) any lease (whether of real or personal property) requiring (A) annual rentals all Contracts involving aggregate consideration in excess of $5,000,000 or more or (B) aggregate payments by or to Seller 500,000 and its Subsidiaries of $10,000,000 or morewhich, in the case of each of clauses (A) and (B) that case, cannot be terminated on not more cancelled without penalty or with less than 120 thirty (30) days’ notice without payment by any of Seller or its Subsidiaries of any material penaltynotice; (ii) except all Contracts that provide for the agreements described in clause (iii) belowindemnification of any Person or the assumption of any Tax, any agreement for the purchase of materials, supplies, goods, services, equipment environmental or other assets, or any other agreement under which either (A) since January 1, 2005 there have been payments to or by Seller or any of its Subsidiaries of $5,000,000 or more or (B) aggregate payments to or by Seller or any of its Subsidiaries of $10,000,000 or more are required, in each case that cannot be terminated on not more than 120 days’ notice without payment by Seller or any of its Subsidiaries Liability of any material penaltyPerson; (iii) except for the agreements described in clause (ii) above, any sales, distribution or other similar agreement providing for the sale to or by Seller or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments by or to Seller or any of its Subsidiaries of $5,000,000 or more; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating all Contracts that relate to the acquisition or disposition of any business business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise); (iv) all Contracts that involve the establishment, contribution to, or operation of a partnership, joint venture, alliance or similar entity, or involving a sharing of profits or losses (including joint development and joint marketing Contracts), or any investment in, loan to or acquisition or sale of the securities, equity interests or assets involving consideration in excess of $5,000,000any Person; (v) all broker, except for purchases of inventorydistributor, capital expenditures dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting and advertising Contracts; cooperation contracts with gaming companies or sales of inventory or obsolete equipmentgame operators, in each case in the ordinary course of business consistent with past practicesadvertising contracts, and game publishing and agency contracts; (vi) any agreement relating to the incurrence of Indebtedness, except any such agreement all employment agreements and Contracts with independent contractors or consultants (Aor similar arrangements) and which are not cancellable without material penalty or with an aggregate outstanding principal amount not exceeding $5,000,000 or (B) entered into subsequent to the date of, and not in violation of, this Agreementless than thirty days’ notice; (vii) any material agreement between the Business on the one handexcept for Contracts relating to trade receivables, and other business units of Seller or any Affiliate of Sellerall Contracts relating to indebtedness (including, on the other handwithout limitation, that will not be terminated at or prior to the Closing without creation of any liability that would be an Assumed Liabilityguarantees); (viii) any employment, deferred compensation, severance, retirement or other similar agreement entered into all Contracts with any executive Business Employee Governmental Authority, state-owned enterprise, or sole-source supplier of any material product or service (other Business Employee whose annual base salary exceeds $125,000than utilities); (ix) all Contracts that limit or purport to limit the ability of any agreement relating to the extension of Indebtedness to, Seller or the making of an equity investment in, any Person, in each case in excess of $5 million in the aggregate, other than the creation of accounts receivable in the ordinary course of business; (x) any agreement that limits in any material respect the freedom of the Business Buyer Group Company to compete in any line of business or with any Person or in any areageographic area or during any period of time; (x) all cooperation, other than confidentiality agreements entered into in the ordinary course of business consistent with past practice; orjoint venture, partnership or similar Contracts; (xi) all Contracts for the sale of any of the Purchased Assets or for the grant to any Person of any option, right of first refusal or preferential or similar right to purchase any of the Purchased Assets; (xii) all Contracts involving any provisions providing for exclusivity, “change in control”, “most favored nations”, rights of first refusal or first negotiation or similar rights; (xiii) all powers of attorney with respect to the 17173 Business or any Purchased Asset; (xiv) all Contracts among the Seller Group Companies; (xv) all insurance policies, including the Assigned Insurance Policies; and (xvi) all other agreement not required Contracts that are material to be disclosed pursuant to clauses (i) through (x) above the termination Purchased Assets or lapse the operation of which would reasonably be expected to have a Material Adverse Effectthe 17173 Business. (b) Each Contract required to be set forth Except as disclosed in Section 3.10 4.06(b) of the Disclosure Schedule Schedules, each Material Contract is a valid and binding agreement of on the applicable Seller or in accordance with its applicable Subsidiary, and, to the knowledge of Seller, the other parties thereto terms and is in full force and effect, and enforceable against the applicable Seller, and to the Knowledge of the Sellers, the other parties thereto, except (x) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (y) as may be limited by laws relating to the availability of specific performance, injunctive relief or other remedies in the nature of equitable remedies. None of the Sellers, and to the Knowledge of the Sellers, none of the counterparties to any Material Contract, is in breach of or default under any Material Contract in any material respect. To the Knowledge of the Sellers, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default by any Seller or any counterparty under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of its Subsidiaries orany right or obligation or the loss of any benefit thereunder. Complete and correct copies of each Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to the knowledge Buyers. (c) Section 4.06(c) of Seller, any the Disclosure Schedules is an accurate and complete list of all Consents required for the assignment of the Assigned Contracts under this Agreement and other party thereto is in default or breach in any respect under the terms of any such Contract, except for any such defaults or breaches which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectTransaction Documents.

Material Contracts. (a) With respect to Section 3.09(a) of the BusinessDisclosure Schedules lists each of the following Contracts of the Company (such Contracts, neither Seller nor together with all Contracts concerning the occupancy, management or operation of any Real Property (including without limitation, brokerage contracts) listed or otherwise disclosed in Section 3.10(c) of its Subsidiaries is a party to or bound by:the Disclosure Schedules, being “Material Contracts”): (i) any lease each Contract of the Company involving aggregate consideration in excess of Seventy-Five Thousand Dollars (whether of real or personal property$75,000) requiring (A) annual rentals of $5,000,000 or more or (B) aggregate payments by or to Seller and its Subsidiaries of $10,000,000 or morewhich, in the case of each of clauses (A) and (B) that case, cannot be terminated on not cancelled by the Company without penalty or without more than 120 ninety (90) days’ notice without payment by any of Seller or its Subsidiaries of any material penaltynotice; (ii) except for all Contracts that require the agreements described in clause (iii) below, any agreement for the Company to purchase of materials, supplies, goods, services, equipment or other assets, or any other agreement under which either (A) since January 1, 2005 there have been payments to or by Seller or any of its Subsidiaries of $5,000,000 or more or (B) aggregate payments to or by Seller or any of its Subsidiaries of $10,000,000 or more are required, in each case that cannot be terminated on not more than 120 days’ notice without payment by Seller or any of its Subsidiaries total requirements of any material penaltyproduct or service from a third party or that contain “take or pay” provisions; (iii) except all Contracts that provide for the agreements described in clause (ii) aboveindemnification by the Company of any Person or the assumption of any Tax, any sales, distribution environmental or other similar agreement providing for the sale to or by Seller or Liability of any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments by or to Seller or any of its Subsidiaries of $5,000,000 or morePerson; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating all Contracts that relate to the acquisition or disposition of any business business, a material amount of equity or assets of any other Person or any real property (whether by merger, sale of stockstock or other equity interests, sale of assets or otherwise); (v) or any assets involving consideration in excess of $5,000,000all broker, except for purchases of inventorydistributor, capital expenditures or dealer, manufacturer’s representative, franchise, agency, sales of inventory or obsolete equipmentpromotion, in each case in market research, marketing consulting and advertising Contracts to which the ordinary course of business consistent with past practicesCompany is a party; (vi) any agreement relating all employment agreements and Contracts with independent contractors or consultants (or similar arrangements) to which the incurrence of Indebtedness, except any such agreement Company is a party and which are not cancellable without material penalty or without more than ninety (A90) with an aggregate outstanding principal amount not exceeding $5,000,000 or (B) entered into subsequent to the date of, and not in violation of, this Agreementdays’ notice; (vii) any material agreement between except for Contracts relating to trade receivables, all Contracts relating to Indebtedness (including, without limitation, guarantees) of the Business on the one hand, and other business units of Seller or any Affiliate of Seller, on the other hand, that will not be terminated at or prior to the Closing without creation of any liability that would be an Assumed LiabilityCompany; (viii) any employment, deferred compensation, severance, retirement all Contracts that limit or other similar agreement entered into with any executive Business Employee or any other Business Employee whose annual base salary exceeds $125,000; (ix) any agreement relating purport to limit the extension of Indebtedness to, or the making of an equity investment in, any Person, in each case in excess of $5 million in the aggregate, other than the creation of accounts receivable in the ordinary course of business; (x) any agreement that limits in any material respect the freedom ability of the Business Company to compete in any line of business or with any Person or in any areageographic area or during any period of time; (ix) any Contracts to which the Company is a party that provide for any joint venture, partnership or similar arrangement by the Company; (x) all Contracts between the Company on the one hand and Seller or any Affiliate of the Seller (other than confidentiality agreements entered into in the ordinary course of business consistent with past practiceCompany) on the other hand; orand (xi) any other agreement Contract that is material to the Company and not required to be previously disclosed pursuant to clauses (i) through (x) above the termination or lapse of which would reasonably be expected to have a Material Adverse Effectthis Section 3.09. (b) Each Material Contract required to be set forth in Section 3.10 of the Disclosure Schedule is a valid and binding agreement of Seller or on the Company in accordance with its applicable Subsidiary, and, to the knowledge of Seller, the other parties thereto terms and is in full force and effect. None of Seller or any of its Subsidiaries the Company or, to the knowledge of Seller’s Knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under) in any respect under the terms material respect, or has provided or received any notice of any such intention to terminate, any Material Contract. No event or circumstance has occurred with respect to the Company, except for or to Seller’s Knowledge any such defaults other party thereto, that with notice or breaches which lapse of time or both, would notconstitute an event of default under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other material changes of any right or obligation or the loss of any benefit thereunder. Complete and correct copies of each Material Contract (including all modifications, individually or in the aggregateamendments, reasonably be expected and supplements thereto and waivers thereunder) have been made available to have a Material Adverse EffectBuyer.

Material Contracts. (a) With respect to Section 3.09 of the BusinessDisclosure Schedules lists each of the following Contracts of the Company (such Contracts, neither Seller nor together with all Contracts concerning the occupancy, management or operation of any Real Property (including without limitation, brokerage contracts) listed or otherwise disclosed in Section 3.10(c) of its Subsidiaries is a party to or bound by:the Disclosure Schedules, being “Material Contracts”): (i) any lease each Contract of the Company involving aggregate consideration in excess of Seventy-Five Thousand and No/100 Dollars (whether of real or personal property$75,000.00) requiring (A) annual rentals of $5,000,000 or more or (B) aggregate payments by or to Seller and its Subsidiaries of $10,000,000 or morewhich, in the case of each of clauses (A) and (B) that case, cannot be terminated on not cancelled by the Company without penalty or without more than 120 ninety (90) days’ notice without payment by any of Seller or its Subsidiaries of any material penaltynotice; (ii) except for all Contracts that require the agreements described in clause (iii) below, any agreement for the Company to purchase of materials, supplies, goods, services, equipment or other assets, or any other agreement under which either (A) since January 1, 2005 there have been payments to or by Seller or any of its Subsidiaries of $5,000,000 or more or (B) aggregate payments to or by Seller or any of its Subsidiaries of $10,000,000 or more are required, in each case that cannot be terminated on not more than 120 days’ notice without payment by Seller or any of its Subsidiaries total requirements of any material penaltyproduct or service from a third–party or that contain “take or pay” provisions; (iii) except all Contracts that provide for the agreements described in clause (ii) aboveindemnification by the Company of any Person or the assumption of any Tax, any sales, distribution environmental or other similar agreement providing for the sale to or by Seller or Liability of any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments by or to Seller or any of its Subsidiaries of $5,000,000 or morePerson; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating all Contracts that relate to the acquisition or disposition of any business business, a material amount of equity or assets of any other Person or any real property (whether by merger, sale of stockstock or other equity interests, sale of assets or otherwise); (v) or any assets involving consideration in excess of $5,000,000all broker, except for purchases of inventorydistributor, capital expenditures or dealer, manufacturer’s representative, franchise, agency, sales of inventory or obsolete equipmentpromotion, in each case in market research, marketing consulting and advertising Contracts to which the ordinary course of business consistent with past practicesCompany is a party; (vi) any agreement relating all employment agreements and Contracts with independent contractors or consultants (or similar arrangements) to which the incurrence of Indebtedness, except any such agreement Company is a party and which are not cancellable without material penalty or without more than ninety (A90) with an aggregate outstanding principal amount not exceeding $5,000,000 or (B) entered into subsequent to the date of, and not in violation of, this Agreementdays’ notice; (vii) any material agreement between except for Contracts relating to trade receivables, all Contracts relating to Indebtedness (including, without limitation, guarantees) of the Business on the one hand, and other business units of Seller or any Affiliate of Seller, on the other hand, that will not be terminated at or prior to the Closing without creation of any liability that would be an Assumed LiabilityCompany; (viii) any employment, deferred compensation, severance, retirement all Contracts that limit or other similar agreement entered into with any executive Business Employee or any other Business Employee whose annual base salary exceeds $125,000; (ix) any agreement relating purport to limit the extension of Indebtedness to, or the making of an equity investment in, any Person, in each case in excess of $5 million in the aggregate, other than the creation of accounts receivable in the ordinary course of business; (x) any agreement that limits in any material respect the freedom ability of the Business Company to compete in any line of business or with any Person or in any areageographic area or during any period of time; (ix) any Contracts to which the Company is a party that provide for any joint venture, partnership or similar arrangement by the Company; (x) all Contracts between or among the Company on the one hand and Seller or any Affiliate of Seller (other than confidentiality agreements entered into in the ordinary course of business consistent with past practiceCompany) on the other hand; orand (xi) any other agreement Contract that is material to the Company and not required to be previously disclosed pursuant to clauses (i) through (x) above the termination or lapse of which would reasonably be expected to have a Material Adverse Effectthis Section 3.09. (b) Each Material Contract required to be set forth in Section 3.10 of the Disclosure Schedule is a valid and binding agreement of Seller or on the Company in accordance with its applicable Subsidiary, and, to the knowledge of Seller, the other parties thereto terms and is in full force and effect. None of Seller or any of its Subsidiaries the Company or, to the knowledge of Seller’s Knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under) in any respect under the terms material respect, or has provided or received any notice of any such intention to terminate, any Material Contract. No event or circumstance has occurred with respect to the Company, except for or to Seller’s Knowledge any such defaults other party thereto, that with notice or breaches which lapse of time or both, would notconstitute an event of default under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. Complete and correct copies of each Material Contract (including all modifications, individually or in the aggregateamendments, reasonably be expected and supplements thereto and waivers thereunder) have been made available to have a Material Adverse EffectBuyer.

Material Contracts. (a) With respect Schedule 3.9(a) sets forth a complete and correct list as of the Execution Date of the Contracts (other than the Transaction Documents) described below to the Business, neither Seller nor any of its Subsidiaries which RIGS is a party to or bound by:(collectively, the “Material Contracts”): (i) each Contract for Borrowed Money Debt; (ii) each swap, exchange, commodity option or hedging agreement, including all master agreements and any confirmations issued pursuant thereto; (iii) each Contract involving a remaining commitment by RIGS to pay capital expenditures in excess of $1,000,000; (iv) each Contract for the lease (whether or sublease of real or personal property) requiring (A) annual rentals property involving aggregate payments in excess of $5,000,000 250,000 in any calendar year; (v) each Contract for lease of personal property involving aggregate payments in excess of $250,000 in any calendar year; (vi) each natural gas transportation Contract that individually contains a minimum fixed daily quantity of gas that exceeds 30,000 MMBtu, all of which listed natural gas transportation Contracts represent in the aggregate in excess of 75% of the total revenue of RIGS for the year ending December 31, 2008; (vii) each Contract providing for any compensation payable to employees or more or consultants as a result of the consummation of the transaction contemplated by this Agreement; (Bviii) except for Contracts of the nature described in clauses (i) through (vii) above (without regard to any dollar threshold described in such clauses), each Contract involving aggregate payments by or to Seller and its Subsidiaries RIGS in excess of $10,000,000 or more, 250,000 in the case of each of clauses (A) and (B) any future calendar year that cannot be terminated by RIGS on not more than 120 days’ 60 days or less notice without payment by any of Seller premium or its Subsidiaries of any material penalty; (ii) except for the agreements described in clause (iii) below, any agreement for the purchase of materials, supplies, goods, services, equipment or other assets, or any other agreement under which either (A) since January 1, 2005 there have been payments to or by Seller or any of its Subsidiaries of $5,000,000 or more or (B) aggregate payments to or by Seller or any of its Subsidiaries of $10,000,000 or more are required, in each case that cannot be terminated on not more than 120 days’ notice without payment by Seller or any of its Subsidiaries of any material penalty; (iii) except for the agreements described in clause (ii) above, any sales, distribution or other similar agreement providing for the sale to or by Seller or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments by or to Seller or any of its Subsidiaries of $5,000,000 or more; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) or any assets involving consideration in excess of $5,000,000, except for purchases of inventory, capital expenditures or sales of inventory or obsolete equipment, in each case in the ordinary course of business consistent with past practices; (vi) any agreement relating to the incurrence of Indebtedness, except any such agreement (A) with an aggregate outstanding principal amount not exceeding $5,000,000 or (B) entered into subsequent to the date of, and not in violation of, this Agreement; (vii) any material agreement between the Business on the one hand, and other business units of Seller or any Affiliate of Seller, on the other hand, that will not be terminated at or prior to the Closing without creation of any liability that would be an Assumed Liability; (viii) any employment, deferred compensation, severance, retirement or other similar agreement entered into with any executive Business Employee or any other Business Employee whose annual base salary exceeds $125,000; (ix) each Contract under which RIGS has (A) created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) any agreement relating to the extension indebtedness or obligations of Indebtedness to, or the making of an equity investment in, any other Person, in each case in excess (B) granted a Lien on any of $5 million in the aggregate, Assets to secure any indebtedness or obligations of any other Person or (C) extended credit to any Person other than the creation of as accounts receivable payable arising in the ordinary course of business; (x) any agreement consulting Contracts providing annual compensation in excess of $100,000 that limits in any material respect cannot be terminated by RIGS on 60 days or less notice without premium or penalty; (xi) Contracts that purport to limit the freedom of the Business RIGS to compete in any line of business or in any geographic area; (xii) partnership, joint venture or other similar Contracts providing for the sharing of profits of RIGS with any Person or in any area, other than confidentiality agreements entered into in the ordinary course of business consistent with past practicethird party; orand (xixiii) all Contracts between RIGS or the Company, on the one hand, and the MLP, any Affiliate of the MLP or of their respective officers, managers, directors, employees, or any of their respective Affiliates, on the other agreement not required to be disclosed pursuant to clauses (i) through (x) above the termination or lapse of which would reasonably be expected to have a Material Adverse Effecthand. (b) Each Contract required Regency HIG has provided or made available to be the Investors complete and correct copies of all the Material Contracts. Except as set forth in Section 3.10 of the Disclosure on Schedule 3.9(b), each Material Contract is a legal, valid and binding agreement obligation of Seller or its applicable Subsidiary, RIGS and, to the knowledge Knowledge of SellerRegency HIG, the of each other parties party thereto in accordance with its respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally or by principles of equity (regardless of whether such enforceability is considered in full force and effecta proceeding in equity or at law). None of Seller or any of its Subsidiaries orExcept as set forth on Schedule 3.9(b), neither RIGS nor, to the knowledge Knowledge of SellerRegency HIG, any other party thereto to any Material Contract, is (with or without the lapse of time or the giving of notice, or both) in material breach or default thereunder, nor has any Regency Entity or RIGS received written notice that it is in material breach or default thereunder. Except as set forth on Schedule 3.9(b), no Regency Entity or breach in any respect under the terms of any such Contract, except for any such defaults or breaches which would not, individually or in the aggregate, reasonably be expected RIGS has received a notice exercising a right to have terminate a Material Adverse EffectContract.

Material Contracts. (a) With respect to Section 4.09(a) of the BusinessDisclosure Schedules lists each of the following Contracts of Xxxxxx (such Contracts, neither Seller nor together with all Contracts concerning the occupancy, management or operation of any Real Property (including without limitation, brokerage contracts) listed or otherwise disclosed in Section 4.10(c)Section 4.10(b) of its Subsidiaries is a party to or bound by:the Disclosure Schedules, being "Material Contracts"): (i) any lease (whether each Contract of real or personal property) requiring (A) annual rentals Xxxxxx involving aggregate consideration in excess of $5,000,000 or more or (B) aggregate payments by or to Seller 75,000 and its Subsidiaries of $10,000,000 or morewhich, in the case of each of clauses (A) and (B) that case, cannot be terminated on not cancelled by Xxxxxx without penalty or without more than 120 90 days’ notice without payment by any of Seller or its Subsidiaries of any material penalty' notice; (ii) except for the agreements described in clause (iii) below, any agreement for the all Contracts that require Xxxxxx to purchase of materials, supplies, goods, services, equipment or other assets, or any other agreement under which either (A) since January 1, 2005 there have been payments to or by Seller or any of its Subsidiaries of $5,000,000 or more or (B) aggregate payments to or by Seller or any of its Subsidiaries of $10,000,000 or more are required, in each case that cannot be terminated on not more than 120 days’ notice without payment by Seller or any of its Subsidiaries total requirements of any material penaltyproduct or service from a third party or that contain "take or pay" provisions; (iii) except all Contracts that provide for the agreements described in clause (ii) aboveindemnification by Xxxxxx of any Person outside the ordinary course of business or the assumption of any Tax, any sales, distribution environmental or other similar agreement providing for the sale to or by Seller or Liability of any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments by or to Seller or any of its Subsidiaries of $5,000,000 or morePerson; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating all Contracts that relate to the acquisition or disposition of any business business, a material amount of equity or assets of any other Person or any real property (whether by merger, sale of stockstock or other equity interests, sale of assets or otherwise); (v) or any assets involving consideration in excess of $5,000,000all broker, except for purchases of inventorydistributor, capital expenditures or dealer, manufacturer's representative, franchise, agency, sales of inventory or obsolete equipmentpromotion, in each case in the ordinary course of business consistent with past practicesmarket research, marketing consulting and advertising Contracts to which Xxxxxx is a party; (vi) any agreement relating all employment agreements and Contracts with independent contractors or consultants (or similar arrangements) to the incurrence of Indebtedness, except any such agreement (A) with an aggregate outstanding principal amount which Xxxxxx is a party and which are not exceeding $5,000,000 cancellable without material penalty or (B) entered into subsequent to the date of, and not in violation of, this Agreementwithout more than 90 days' notice; (vii) any material agreement between the Business on the one handexcept for Contracts relating to trade receivables, and other business units all Contracts relating to indebtedness (including, without limitation, guarantees) of Seller or any Affiliate of Seller, on the other hand, that will not be terminated at or prior to the Closing without creation of any liability that would be an Assumed LiabilityXxxxxx; (viii) any employment, deferred compensation, severance, retirement all Contracts that limit or other similar agreement entered into with any executive Business Employee or any other Business Employee whose annual base salary exceeds $125,000; (ix) any agreement relating purport to limit the extension ability of Indebtedness to, or the making of an equity investment in, any Person, in each case in excess of $5 million in the aggregate, other than the creation of accounts receivable in the ordinary course of business; (x) any agreement that limits in any material respect the freedom of the Business Xxxxxx to compete in any line of business or with any Person or in any area, other than confidentiality agreements entered into in the ordinary course geographic area or during any period of business consistent with past practice; ortime; (xiix) any other agreement not required Contracts to be disclosed pursuant to clauses (i) through which Xxxxxx is a party that provide for any joint venture, partnership or similar arrangement by Xxxxxx; and (x) above all Contracts between or among Xxxxxx on the termination one hand and Holder or lapse any Affiliate of which would reasonably be expected to have a Material Adverse EffectHolder (other than Xxxxxx) on the other hand. (b) Each Material Contract required to be set forth in Section 3.10 of the Disclosure Schedule is a valid and binding agreement of Seller or on Xxxxxx in accordance with its applicable Subsidiary, and, to the knowledge of Seller, the other parties thereto terms and is in full force and effect. None of Seller or any of its Subsidiaries Xxxxxx or, to the knowledge of SellerXxxxxx’x Knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under) in any respect under the terms material respect, or has provided or received any notice of any such intention to terminate, any Material Contract. No event or circumstance has occurred that, except for with notice or lapse of time or both, would constitute an event of default under any such defaults Material Contract or breaches which result in a termination thereof or would notcause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. Complete and correct copies of each Material Contract (including all modifications, individually or in the aggregateamendments, reasonably be expected and supplements thereto and waivers thereunder) have been made available to have a Material Adverse EffectDenim.

Material Contracts. (a) With respect to Schedule 5.7(a) lists all of the Business, neither Seller nor any of its Subsidiaries is a party to or bound by:following Purchased Business Agreements (the “Material Contracts”): (i) each agreement, ordinance, or other grant of any lease municipal, town or county franchise relating to the Business (whether the “Franchises”), except for such Franchises, the absence of real which would not, individually or personal property) requiring (A) annual rentals of $5,000,000 or more or (B) aggregate payments by or to Seller and its Subsidiaries of $10,000,000 or more, in the case of each of clauses (A) and (B) that cannot be terminated on not more than 120 days’ notice without payment by any of Seller or its Subsidiaries of any material penaltyaggregate, have a Material Adverse Effect; (ii) except for the all agreements described in clause (iii) below, any agreement for the purchase of materials, supplies, goods, services, equipment between Seller and one or other assets, or any other agreement under which either more (A) since January 1, 2005 there have been payments to or by Seller or any of its Subsidiaries of $5,000,000 or more Business Employees or (B) aggregate payments to independent non-Affiliate third party consultants or by Seller or any of its Subsidiaries contractors individually involving expenditures in excess of $10,000,000 or more are required, 3,000,000 in each case that cannot be terminated on not more than 120 days’ notice without payment by Seller or any of its Subsidiaries of any material penaltyone year; (iii) except all leases, subleases, licenses or other agreements (which, for the agreements described avoidance of doubt, shall not include Easements) by which any right to use or occupy any interest in clause (ii) above, any sales, distribution or other similar agreement providing for the sale to or by Seller or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments real property is granted by or to Seller or any of its Subsidiaries of $5,000,000 or more; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) or any assets involving consideration in excess of $5,000,000Seller, except for purchases of inventorysuch leases, capital expenditures or sales of inventory or obsolete equipmentsubleases, in each case in the ordinary course of business consistent with past practices; (vi) any agreement relating to the incurrence of Indebtedness, except any such agreement (A) with an aggregate outstanding principal amount not exceeding $5,000,000 or (B) entered into subsequent to the date of, and not in violation of, this Agreement; (vii) any material agreement between the Business on the one hand, and other business units of Seller or any Affiliate of Seller, on the other hand, that will not be terminated at or prior to the Closing without creation of any liability that would be an Assumed Liability; (viii) any employment, deferred compensation, severance, retirement licenses or other similar agreement entered into with any executive Business Employee or any other Business Employee whose annual base salary exceeds $125,000; (ix) any agreement relating to the extension of Indebtedness to, or the making of an equity investment in, any Person, in each case in excess of $5 million in the aggregate, other than the creation of accounts receivable in the ordinary course of business; (x) any agreement that limits in any material respect the freedom of the Business to compete in any line of business or with any Person or in any area, other than confidentiality agreements entered into in the ordinary course of business consistent with past practice; or (xi) any other agreement not required to be disclosed pursuant to clauses (i) through (x) above the termination or lapse of which would reasonably be expected to have a Material Adverse Effect. (b) Each Contract required to be set forth in Section 3.10 of the Disclosure Schedule is a valid and binding agreement of Seller or its applicable Subsidiary, and, to the knowledge of Selleragreements, the other parties thereto and is in full force and effect. None existence or absence of Seller or any of its Subsidiaries or, to the knowledge of Seller, any other party thereto is in default or breach in any respect under the terms of any such Contract, except for any such defaults or breaches which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect and that do not individually involve expenditures in excess of $3,000,000 in any one (1) year (excluding sales orders and purchase orders issued in the ordinary course of business); (iv) all other agreements that individually involve expenditures in excess of $3,000,000 in any one (1) year; (v) all agreements providing for the extension of credit by Seller, other than (A) the extension of credit to customers in the ordinary course of business consistent with past practice, and (B) normal employee advances and other customary extensions of credit in the ordinary course that are not material in amount; (vi) all agreements for, or relating to, indebtedness, or pursuant to which any Encumbrance is granted in or to any of the Purchased Assets; (vii) all agreements granting to any Person any right or option to purchase or otherwise acquire any of the Purchased Assets, including rights of first option, rights of first refusal, or other preferential purchase rights; (viii) all agreements that, upon consummation of the transactions contemplated hereby, would limit the ability of Buyer to compete in any line of business or with any Person or in any geographic area or during any period of time; and (ix) all partnership, joint venture and joint ownership agreements, and all similar material agreements (however named) relating to the Business, Purchased Assets or Assumed Obligations involving a sharing of assets, profits, losses, costs or liabilities. (b) To the Knowledge of Seller, each Material Contract is valid and binding in accordance with its terms and is in full force and effect. Seller has made available to Buyer copies of each Material Contract together with all amendments, waivers, or other changes thereto, which are correct and complete in all material respects. Except as set forth on Schedule 5.7(b), neither Seller or, to the Knowledge of Seller, any other party to a Material Contract: (A) is in default under or in breach of any Material Contract in any material respect or (B) has repudiated or is challenging any material provision of any Material Contract.

Material Contracts. (a) With respect Section 3.08(a) of the Disclosure Schedules sets forth a true, correct and complete list of the following Purchased Contracts as of the date hereof (the “Material Contracts”) (and Sellers have made available to the BusinessBuyer true, neither Seller nor any correct and complete copies of its Subsidiaries is a party to all such Material Contracts, together with all amendments, modifications or bound by:supplements thereto): (i) any lease partnership, joint venture, strategic alliance or similar Contract involving a sharing of profits, losses, costs or liabilities with any other Person (whether of real or personal property) requiring (A) annual rentals of $5,000,000 or more or (B) aggregate payments by or including the organizational documents with respect to Seller and its Subsidiaries of $10,000,000 or more, in the case of each of clauses (A) and (B) that cannot be terminated on not more than 120 days’ notice without payment by any of Seller or its Subsidiaries of any material penaltyJV Entity); (ii) except for the agreements described in clause any Contract relating to any options, rights (iii) belowpreemptive or otherwise), any agreement for the purchase of materialswarrants, suppliescalls, goods, services, equipment convertible securities or other assets, commitments or any other agreement under which either (A) since January 1, 2005 there have been payments agreements or arrangements with respect to or by Seller or any equity securities of its Subsidiaries of $5,000,000 or more or (B) aggregate payments to or by Seller or any of its Subsidiaries of $10,000,000 or more are required, in each case that cannot be terminated on not more than 120 days’ notice without payment by Seller or any of its Subsidiaries of any material penaltythe Purchased Entities; (iii) except for any Contract relating to (A) the agreements described in clause Indebtedness of any Seller or (iiB) abovethe mortgage or pledge of, or otherwise creating an Encumbrance (other than a Permitted Encumbrance) on, any salesof the Purchased Assets in each case, distribution other than (x) intercompany Indebtedness amongst Sellers, (y) Indebtedness which will be fully discharged under the Bankruptcy Code or other similar agreement providing for (z) the sale to or by Seller or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments by or to Seller or any of its Subsidiaries of $5,000,000 or morePre-Petition Credit Agreement and the DIP Credit Agreement; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any agreement Contract relating to the acquisition or disposition of any business business, assets or properties for consideration in excess of $10,000,000 (whether by merger, sale of stock, sale of assets or otherwise) (A) entered into in the last (3) years and (B) pursuant to which any material earn-out or any assets involving consideration deferred or contingent payment obligations remain outstanding (in excess each case, excluding for the avoidance of $5,000,000doubt, except for purchases of inventory, capital expenditures or sales purchase of inventory or obsolete equipment, in each case in the ordinary course of business consistent Ordinary Course); (v) any Lease with past practicesrespect to the Leased Real Property; (vi) any agreement relating Contract for the lease of personal property (tangible or intangible) to the incurrence or from any Person providing for lease payments in excess of Indebtedness, except any such agreement (A) with an aggregate outstanding principal amount not exceeding $5,000,000 or (B) entered into subsequent to the date of, and not in violation of, this Agreement250,000 per annum; (vii) any material agreement between the Business on the one hand, and other business units of Seller or Contract with any Affiliate of Seller, on the other hand, that will not be terminated at or prior to the Closing without creation of any liability that would be an Assumed LiabilityMaterial Customer; (viii) any employment, deferred compensation, severance, retirement or other similar agreement entered into Contract with any executive Business Employee or any other Business Employee whose annual base salary exceeds $125,000Material Supplier; (ix) any agreement relating to the extension of Indebtedness to, or the making of an equity investment in, prime Contract with any Person, in each case in excess of $5 million in the aggregate, other than the creation of accounts receivable in the ordinary course of businessGovernmental Authority; (x) any agreement Contract with a Material Customer or Material Supplier that (A) prohibits or limits in any material respect the freedom of any Seller of the Business to compete in any line of business or with any Person or in any area, other than confidentiality agreements entered into in geographic area or (B) contains exclusivity obligations or restrictions binding on any Seller of the ordinary course Business or (C) grants any right of business consistent with past practice; orfirst refusal or right of first offer obligations or restrictions to any Person; (xi) any other agreement not required Contract to be disclosed which any Seller is a party (A) pursuant to clauses which any Seller is granted a right to use any third party Intellectual Property that is material to the Business, other than non-exclusive licenses for commercially available or off-the-shelf software or software that is subject to click-through or shrink wrap agreements entered into by Sellers in the Ordinary Course, (iB) through pursuant to which any Seller grants a third party the right to use any Purchased Intellectual Property that is material to the Business, other than any Contract with any end user of any Seller’s products or services which is entered into in the Ordinary Course or any marketing agreement which contains an incidental trademark license to use the Seller’s Trademarks in the scope of providing such services, (xC) above covering the termination settlement of any claims related to any Intellectual Property and (D) pursuant to which any Seller is prohibited or lapse restricted in any manner from using any Purchased Intellectual Property; or (xii) any Contract with any Employee that includes base annual compensation in excess of which would reasonably be expected to have $200,000 that is not terminable at-will on no more than sixty (60) days’ advance notice and includes no severance-type benefits; and (xiii) any Contract that is a Material Adverse EffectCollective Bargaining Agreement. (b) Each With respect to each Contract required to be set forth in on Section 3.10 3.08(a) of the Disclosure Schedule is a valid and binding agreement of Seller or its applicable SubsidiarySchedules, and, to the knowledge of Seller, the other parties thereto and (i) such Contract is in full force and effect. None effect and constitutes the legal, valid and binding of the Seller or any of its Subsidiaries orparty thereto and, to the knowledge Knowledge of SellerSellers, the counterparty thereto, enforceable against such Seller and, to the Knowledge of Sellers, the counterparty thereto in accordance with its terms and conditions, subject to the Bankruptcy and Equity Exception and (ii) neither the Seller party thereto nor, to the Knowledge of Sellers, the counterparty thereto is in material breach or default thereof that would permit or give rise to a right of termination, modification or acceleration thereunder, and (iii) no Seller and, to the Knowledge of Sellers, no counterparty thereto, has commenced any Proceeding against any other party thereto is in default to such Contract or breach in given or received any respect under the terms written notice of any breach or default under such ContractContract that has not been withdrawn or dismissed, except except, in the cases of clauses (ii) and (iii), for any such breaches or defaults (A) caused by or breaches resulting from the Chapter 11 Cases or (B) which are not, and would notnot reasonably be expected to be, individually or in the aggregate, reasonably be expected material to have the Business taken as a Material Adverse Effectwhole.

Material Contracts. (a) With respect Schedule 4.12 lists the following Contracts to the Business, neither Seller nor any of its Subsidiaries which a Latisys Company is a party or by which it is bound (collectively, the “Material Contracts”) a true and complete copy of each of which has been made available to or bound byPurchaser: (i) Contracts with any lease (whether current officer or director, any direct or indirect shareholder or Affiliate of real or personal property) requiring (A) annual rentals of $5,000,000 or more or (B) aggregate payments by or to Seller and its Subsidiaries of $10,000,000 or more, in the case of each of clauses (A) and (B) any Latisys Company other than any Contracts that cannot will be terminated on not more than 120 days’ notice simultaneously with the Closing without payment by liability or any of Seller or its Subsidiaries of ongoing obligation to any material penaltyLatisys Company; (ii) except for the agreements described in clause (iii) below, Contracts with any agreement for the purchase of materials, supplies, goods, services, equipment labor union or other assets, or association representing any other agreement under which either (A) since January 1, 2005 there have been payments to or by Seller or any of its Subsidiaries of $5,000,000 or more or (B) aggregate payments to or by Seller or any of its Subsidiaries of $10,000,000 or more are required, in each case that cannot be terminated on not more than 120 days’ notice without payment by Seller or any of its Subsidiaries of any material penaltyBusiness Employee; (iii) except Contracts for the agreements described in clause (ii) above, any sales, distribution or other similar agreement providing for the pending sale to or by Seller or of any of its Subsidiaries the Assets of materialsany Latisys Company other than in the Ordinary Course of Business, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments by or to Seller or any of its Subsidiaries for consideration in excess of $5,000,000 or more250,000; (iv) Contracts granting a Lien upon any material partnershipAssets or relating to the Company Indebtedness, joint venture the borrowing of money, or other similar agreement or arrangementthe making of any loans, in each case involving amounts in excess of $250,000; (v) any agreement relating to management agreements or Contracts for the acquisition or disposition employment of any business director, officer, Business Employee or other Person on a full-time, part-time, consulting, agency, sales representative, independent contractor or other basis (whether by merger, sale of stock, sale of assets or otherwiseA) or any assets involving consideration providing annual base cash compensation in excess of $5,000,000100,000, except and which cannot be terminated without penalty upon ninety (90) days (or less) written notice, (B) providing for purchases the payment of inventoryany cash or other compensation or benefits upon the consummation of the transactions contemplated hereby or (C) containing noncompete, capital expenditures nondisclosure, or sales confidentiality provisions (other than customer Contracts entered into the Ordinary Course of inventory or obsolete equipment, in each case in the ordinary course of business consistent with past practicesBusiness); (vi) any agreement relating Contracts for services, other vendor or buy-side arrangements or Contracts for the purchase, rental or use of real property or personal property, including equipment, vehicles, and other personal property or fixtures, in each case pursuant to the incurrence which a Latisys Company has ongoing or future payment obligations of Indebtednessgreater than $500,000 annually, except for any such agreement Contracts that can be terminated without penalty upon ninety (A90) with an aggregate outstanding principal amount not exceeding $5,000,000 days (or (Bless) entered into subsequent to the date of, and not in violation of, this Agreementwritten notice; (vii) Contracts (A) restricting any material agreement between the Business on the one hand, and other business units of Seller or any Affiliate of Seller, on the other hand, that will not be terminated at or prior to the Closing without creation of any liability that would be an Assumed Liability; (viii) any employment, deferred compensation, severance, retirement or other similar agreement entered into with any executive Business Employee or any other Business Employee whose annual base salary exceeds $125,000; (ix) any agreement relating to the extension of Indebtedness to, or the making of an equity investment in, any Person, in each case in excess of $5 million in the aggregate, other than the creation of accounts receivable in the ordinary course of business; (x) any agreement that limits in any material respect the freedom of the Business to compete Latisys Company from engaging in any line of business or competing with any Person or in any areageographical area or from freely setting prices for its products, services or technologies (including most favored customer pricing provisions), (B) granting any exclusive rights, rights of refusal, rights of first negotiation or similar rights to any party or (C) containing any revenue sharing or earnout provision (other than confidentiality agreements entered into in the ordinary course Ordinary Course of business consistent with past practice; orBusiness providing for the payment of bonuses or commissions (including commissions payable to the referral partners)); (viii) Contracts for the thirty (30) largest customers as of the date hereof, based on monthly recurring revenues; (ix) the Real Property Leases; (x) joint venture or partnership agreements; (xi) Contracts pursuant to which any Latisys Company provides indemnification of any Person with respect to any product or service offered by such Latisys Company or with respect to losses relating to any current or former business of any Latisys Company (other than standard indemnification provisions entered into in the Ordinary Course of Business and other than indemnification arrangements contained in customer Contracts); and (xii) Contracts relating to the acquisition of an equity interest in, or all or substantially all of the assets or business of, any other agreement not required Person, under which there remain material obligations of any Latisys Company to be disclosed pursuant performed after the Closing Date (for clarity, excluding purchases of Owned Real Property and excluding obligations with respect to clauses (i) through (x) above “fundamental” representations that survive the termination or lapse of which would reasonably be expected closing under such Contracts, except to have a Material Adverse Effectthe extent that an unresolved claim has been made with respect thereto). (b) Each Contract required to be Except as set forth on Schedule 4.12, all Material Contracts are valid, binding and enforceable in Section 3.10 accordance with their terms against the Latisys Companies, as applicable, and to the Knowledge of the Disclosure Schedule is a valid Companies, each other party thereto, and binding agreement of Seller or its applicable Subsidiary, and, to the knowledge of Seller, the other parties thereto and is are in full force and effect. None No Latisys Company has received any written notice that any party to a Material Contract intends to cancel, terminate, materially modify or refuse to perform such Material Contract or of Seller any default or breach by any Latisys Company under any Material Contract, except for defaults that have been cured or otherwise would not reasonably be expected to result in any material Damages to a Latisys Company. Each Latisys Company, as applicable, has performed all material obligations imposed on it under such Material Contracts, and none of its Subsidiaries orthe Latisys Companies, to the knowledge of Seller, nor any other party thereto is in material default thereunder, nor is there any event that with notice or breach lapse of time, or both, (A) would constitute a material default by any Latisys Company or, to the Knowledge of the Companies, any other party thereunder, (B) would allow or give rise to the limitation, revocation, modification, or termination of any Material Contract, or (C) would result in the impairment of any respect material rights of any Latisys Company under any Material Contract; nor has any Latisys Company received any written notice regarding the matters described in (A) through (C). Accurate and complete copies of each written Material Contract (and written summaries of the terms of any such oral Material Contract, except for any such defaults ) have been delivered or breaches which would not, individually or in the aggregate, reasonably be expected otherwise made available to have a Material Adverse EffectPurchaser.

Material Contracts. (a) With respect to Section 3.10(a) of the BusinessDisclosure Schedules lists each of the following Contracts of any Company (such Contracts, neither Seller nor together with all Contracts concerning the occupancy, management or operation of any Real Property (including without limitation, brokerage contracts) listed or otherwise disclosed in Section 3.11(b) of its Subsidiaries is a party to or bound by:the Disclosure Schedules and all Company IP Agreements set forth in Section 3.13(b) of the Disclosure Schedules, being “Material Contracts”): (i) each Contract of any lease Company (whether of real or personal propertyother than insurance policies issued by any Company) requiring (A) annual rentals involving aggregate consideration in excess of $5,000,000 or more or (B) aggregate payments by or to Seller 50,000 and its Subsidiaries of $10,000,000 or morewhich, in the case of each of clauses (A) and (B) that case, cannot be terminated on not cancelled by such Company without penalty or without more than 120 ninety (90) days’ notice without payment by any of Seller or its Subsidiaries of any material penaltynotice; (ii) except for the agreements described in clause (iii) below, all Contracts that require any agreement for the Company to purchase of materials, supplies, goods, services, equipment or other assets, or any other agreement under which either (A) since January 1, 2005 there have been payments to or by Seller or any of its Subsidiaries of $5,000,000 or more or (B) aggregate payments to or by Seller or any of its Subsidiaries of $10,000,000 or more are required, in each case that cannot be terminated on not more than 120 days’ notice without payment by Seller or any of its Subsidiaries total requirements of any material penaltyproduct or service from a third party or that contain “take or pay” provisions; (iii) except all Contracts that provide for the agreements described in clause (ii) aboveindemnification by any Company of any Person or the assumption of any Tax, any sales, distribution environmental or other similar agreement providing for the sale to or by Seller or Liability of any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments by or to Seller or any of its Subsidiaries of $5,000,000 or morePerson; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating all Contracts that relate to the acquisition or disposition of any business business, a material amount of stock, limited liability company/membership interests or assets of any other Person or any real property (whether by merger, sale of stock, sale of limited liability company/membership interests, sale of assets or otherwise); (v) or all broker, distributor, dealer, representative, franchise, agency, sales promotion, market research, marketing consulting and advertising Contracts to which any assets involving consideration in excess of $5,000,000, except for purchases of inventory, capital expenditures or sales of inventory or obsolete equipment, in each case in the ordinary course of business consistent with past practicesCompany is a party; (vi) all employment agreements and Contracts with independent contractors or consultants (or similar arrangements) to which any agreement relating to the incurrence of Indebtedness, except any such agreement Company is a party and which are not cancellable without material penalty or without more than ninety (A90) with an aggregate outstanding principal amount not exceeding $5,000,000 or (B) entered into subsequent to the date of, and not in violation of, this Agreementdays’ notice; (vii) any material agreement between the Business on the one handexcept for Contracts relating to trade receivables, and other business units of Seller or any Affiliate of Sellerall Contracts relating to Indebtedness (including, on the other handwithout limitation, that will not be terminated at or prior to the Closing without creation guarantees) of any liability that would be an Assumed LiabilityCompany; (viii) any employment, deferred compensation, severance, retirement or other similar agreement entered into all Contracts with any executive Business Employee or Governmental Authority to which any other Business Employee whose annual base salary exceeds $125,000Company is a party; (ix) all Reinsurance Contracts to which any agreement relating to the extension of Indebtedness toCompany is a party or under which any Company is an obligor, beneficiary, or the making of an equity investment in, has any Person, in each case in excess of $5 million in the aggregate, other than the creation of accounts receivable in the ordinary course of businessrights; (x) all managing general agency Contracts and any agreement other Contracts for the provision or performance of services relating to the marketing, brokering, solicitation or procurement, servicing or administration, underwriting, or pricing of insurance policies (including without limitation all offers, sales, renewals, and cancellations thereof) or relating to the administration, adjustment, investigation, defense, or payment of any claims under any insurance policies; (xi) all Contracts that limits in limit or purport to limit the ability of any material respect the freedom of the Business Company to compete in any line of business or with any Person or in any area, other than confidentiality agreements entered into in the ordinary course geographic area or during any period of business consistent with past practice; ortime; (xixii) any other agreement not required Contracts to be disclosed pursuant which any Company is a party that provide for any joint venture, partnership or similar arrangement by such Company; and (xiii) all collective bargaining agreements or Contracts with any Union to clauses (i) through (x) above the termination or lapse of which would reasonably be expected to have any Company is a Material Adverse Effectparty. (b) Each Material Contract required to be set forth in Section 3.10 of the Disclosure Schedule is a valid and binding agreement of Seller or on the respective Company in accordance with its applicable Subsidiary, and, to the knowledge of Seller, the other parties thereto terms and is in full force and effect. None of Seller or any of its Subsidiaries Company or, to the knowledge of Sellerany Company’s Knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach in of or default under), or has provided or received any respect under the terms notice of any such intention to terminate, any Material Contract. To the Companies’ Knowledge, except for no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any such defaults Material Contract or breaches which result in a termination thereof or would notcause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. Complete and correct copies of each Material Contract (including all modifications, individually or in the aggregate, reasonably be expected amendments and supplements thereto and waivers thereunder) have been made available to have a Material Adverse EffectParent.

Material Contracts. (a) With respect Except for this Agreement and the Contracts filed as exhibits to the BusinessCompany SEC Reports filed with the SEC prior to the date of this Agreement, neither Seller nor any of its Subsidiaries no Group Company is a party to to, and no Group Company’s properties or assets are bound by:, any of the types of Contracts listed in clauses (i) through (xi) of this Section 3.15(a) (such types of Contracts being the “Material Contracts”): (i) any lease (whether each Contract that would be required to be filed by the Company pursuant to Item 4 of real or personal property) requiring (A) the Instructions to Exhibits to the Company’s most recently filed annual rentals of $5,000,000 or more or (B) aggregate payments by or to Seller and its Subsidiaries of $10,000,000 or more, in the case of each of clauses (A) and (B) that cannot be terminated report on not more than 120 days’ notice without payment by any of Seller or its Subsidiaries of any material penaltyForm 20-F; (ii) except for the agreements described each Contract relating to any Indebtedness or Lien in clause excess of RMB30 million; (iii) below, each Contract in respect of any agreement for the purchase of materials, supplies, goods, services, equipment or other assets, or any other agreement under which either (A) since January 1joint venture, 2005 there strategic cooperation or collaboration arrangement, joint sales or marketing agreement, or partnership arrangement, in each case, that is material to the business of the Group Companies taken as a whole, or (B) other agreement involving a sharing of profits, losses, costs or liabilities by any Group Company that is material to the business of the Group Companies taken as a whole; (iv) each Contract that involves the acquisition or disposition, directly or indirectly (by merger, license or otherwise), of any securities of any person (other than a Company Share Award) or any assets that have been a fair market value or purchase price of more than RMB30 million; (v) each Contract with a Governmental Authority in excess of RMB30 million; (vi) each Contract with a Major Customer or Major Supplier in excess of RMB30 million; (vii) each Contract with a sales representative or distributor with expected aggregate annual payments by or to or by Seller the Company or any of its Subsidiaries of $5,000,000 or more or (B) aggregate payments to or by Seller or any of its Subsidiaries of $10,000,000 or more are required, in each case that cannot be terminated on not more than 120 days’ notice without payment by Seller or any of its Subsidiaries of any material penalty; (iii) except for the agreements described in clause (ii) above, any sales, distribution or other similar agreement providing for the sale to or by Seller or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments by or to Seller or any of its Subsidiaries of $5,000,000 or more; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) or any assets involving consideration in excess of $5,000,000, except for purchases of inventory, capital expenditures or sales of inventory or obsolete equipment, in each case in the ordinary course of business consistent with past practices; (vi) any agreement relating to the incurrence of Indebtedness, except any such agreement (A) with an aggregate outstanding principal amount not exceeding $5,000,000 or (B) entered into subsequent to the date of, and not in violation of, this Agreement; (vii) any material agreement between the Business on the one hand, and other business units of Seller or any Affiliate of Seller, on the other hand, that will not be terminated at or prior to the Closing without creation of any liability that would be an Assumed LiabilityRMB30 million; (viii) each Contract (including any employment, deferred compensation, severance, retirement or other similar agreement entered into with any executive Business Employee or any other Business Employee whose annual base salary exceeds $125,000; (ixdistribution agreements) any agreement relating to the extension of Indebtedness tothat limits, or purports to limit, the making ability of an equity investment in, any Person, in each case in excess of $5 million in the aggregate, other than the creation of accounts receivable in the ordinary course of business; (x) any agreement that limits in any material respect the freedom of the Business Group Company to compete in any line of business or with any Person or in any areageographic area or during any period of time in a manner that is material to the Group Companies, taken as a whole, or any Contract that grants any exclusive rights to any third party (including any exclusive license or exclusive distribution or usage arrangements) if such Contract, exclusive rights or restrictions resulting therefrom are material to the Group Companies, taken as a whole; (ix) each Contract in excess of RMB1,000,000 between any Group Company, on the one hand, and any directors or officers of any Group Company or their immediate family members or shareholders (other than confidentiality agreements entered into the Chairman Parties) of any Group Company holding more than 5% of the voting securities of any Group Company, on the other hand, under which there are material rights or obligations outstanding; (x) each Contract providing for any earn-out or similar payment payable by any Group Company to any person (other than to another Group Company) in the ordinary course excess of business consistent with past practice; orRMB4 million; (xi) any other agreement not required to be disclosed pursuant to clauses (i) through (x) above each Contract involving payments by the termination or lapse of which would reasonably be expected to have a Material Adverse Effect. (b) Each Contract required to be set forth in Section 3.10 of the Disclosure Schedule is a valid and binding agreement of Seller or its applicable Subsidiary, and, to the knowledge of Seller, the other parties thereto and is in full force and effect. None of Seller Company or any of its Subsidiaries or, in excess of RMB30 million in the aggregate under each Contract; (xii) each Contract relating to any capital expenditure or any disbursement Contract with a contract value exceeding RMB30 million; (xiii) each share or stock redemption or purchase or other Contract affecting or relating to the knowledge share capital of Sellerthe Company or any of its Subsidiaries, including each Contract with any shareholder of the Company or any of its Subsidiaries which includes anti-dilution rights, voting arrangements or operating covenants; (xiv) each Contract under which the Company or any of its Subsidiaries has granted any Person any registration rights, or any right of first refusal, first offer or first negotiation with respect to any Ordinary Shares or securities of any Subsidiaries of the Company; and (xv) each Contract that contains a put, call or similar right pursuant to which the Company or any of its Subsidiaries could be required to purchase or sell, as applicable, any other party thereto is in default or breach in any respect under the terms equity interests of any such Contract, except for any such defaults or breaches which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectPerson.

Material Contracts. (a) With respect to Section 4.10(a) of the Business, neither Seller nor Company Disclosure Letter lists each of the following Contracts that are currently in effect and binding on the Company or its Subsidiaries or any of its Subsidiaries is a party to their respective assets or bound by:properties (together with all Real Property Leases listed on Section 4.12(c) of the Company Disclosure Letter, collectively, the “Company Material Contracts”): (i) any lease (whether of real or personal property) requiring (A) annual rentals Contract involving aggregate consideration in excess of $5,000,000 250,000 per year or more or (B) aggregate payments by or to Seller and its Subsidiaries in excess of $10,000,000 or more500,000 over the remaining term of the Contract, in the case of each of clauses (A) and (B) that which cannot be terminated on not cancelled by the Company or the applicable Subsidiary of the Company without penalty or without more than 120 90 days’ notice without payment by any of Seller or its Subsidiaries of any material penaltynotice; (ii) except for any Contract that relates to the agreements described in clause (iii) below, sale of any agreement for of the purchase of materials, supplies, goods, services, equipment or other assets, or any other agreement under which either (A) since January 1, 2005 there have been payments to or by Seller Company’s or any of its Subsidiaries Subsidiaries’ assets, other than inventory in the ordinary course of business consistent with past practice, for consideration in excess of $5,000,000 or more or (B) aggregate payments to or by Seller or any of its Subsidiaries of $10,000,000 or more are required, in each case that cannot be terminated on not more than 120 days’ notice without payment by Seller or any of its Subsidiaries of any material penalty100,000; (iii) except for the agreements described in clause (ii) above, any sales, distribution or other similar agreement providing for the sale to or by Seller or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments by or to Seller or any of its Subsidiaries of $5,000,000 or more; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating Contract that relates to the acquisition or disposition divestiture of any business, a material amount of stock or other equity interest of any other Person, or a material amount of assets of any other Person (excluding purchases of inventory in the ordinary course of business consistent with past practice) or any real property (whether by merger, sale of stock, sale of assets or otherwise), and all partnership or joint venture agreements; (iv) any Contract pursuant to which (A) Intellectual Property that is material to the Company and its Subsidiaries or any assets involving involves consideration in excess of $5,000,000, 250,000 is licensed by or to the Company or any of its Subsidiaries (other than license agreements for unmodified “off-the-shelf” software on generally standard terms and conditions involving aggregate consideration of less than $50,000) or (B) the Company or any of its Subsidiaries has granted or received an exclusive right in or to Intellectual Property; (v) except for purchases of inventory, capital expenditures or sales of inventory or obsolete equipment, in each case agreements relating to trade receivables in the ordinary course of business consistent with past practicespractice, all mortgages, indentures, notes, bonds, letters of credit, guaranties (excluding vendor related guarantees), swaps or other Contracts relating to Indebtedness incurred or provided by the Company or any of its Subsidiaries or providing for the creation of or granting any Lien upon any of the assets or property of the Company or its Subsidiaries; (vi) all collective bargaining agreements or agreements or understandings or Contracts with any agreement relating to the incurrence of Indebtednesslabor organization, except any such agreement (A) with an aggregate outstanding principal amount not exceeding $5,000,000 union, works council, association or (B) entered into subsequent to the date of, and not in violation of, this Agreementother similar organization; (vii) any material agreement between except for Contracts with vendors pursuant to which the Business vendor imposes restrictions and requirements on the one handCompany or its Affiliates with respect to the use by the Company or such Affiliates of such vendor’s products, and other business units of Seller all Contracts restricting the Company or any Affiliate of Seller, on the other hand, that will not be terminated at or prior to the Closing without creation of any liability that would be an Assumed Liability; (viii) any employment, deferred compensation, severance, retirement or other similar agreement entered into with any executive Business Employee or any other Business Employee whose annual base salary exceeds $125,000; (ix) any agreement relating to the extension of Indebtedness to, or the making of an equity investment in, any Person, in each case in excess of $5 million in the aggregate, other than the creation of accounts receivable in the ordinary course of business; (x) any agreement that limits its Affiliates from freely engaging in any material respect line of business, including any Contract that limits, or purports to limit, the freedom ability of the Business Company or any of its Affiliates to compete in any line of business or with any Person or in any areageographic area or during any period of time, or that restricts the right of the Company or any of its Affiliates to sell or purchase from any Person or to hire any Person, or that grants the other party or any third Person “most favored nation” status, any type of special discount rights or exclusivity; (viii) any Contract providing for capital expenditures by the Company or any of its Subsidiaries with an outstanding amount of unpaid obligations and commitments in excess of $100,000; (ix) any employment or consulting Contract involving annualized consideration in excess of $180,000; (x) any Contract with any Governmental Authority (excluding Permits); (xi) any Contracts (other than employment agreements, employee confidentiality agreements entered and invention assignment agreements, equity or incentive equity documents and Governing Documents) between the Company and its Subsidiaries, on the one hand, and Affiliates of the Company or any of the Company’s Subsidiaries (other than the Company or any of the Company’s Subsidiaries), the officers and managers (or equivalents) of the Company or any of the Company’s Subsidiaries, the members or stockholders of the Company or any of the Company’s Subsidiaries, any employee of the Company or any of the Company’s Subsidiaries or a member of the immediate family of the foregoing Persons, on the other hand (collectively, “Affiliate Agreements”); (xii) any Contract relating to settlement of any Legal Proceeding within the past three years or any settlement with ongoing obligations involving aggregate consideration in excess of $100,000; (xiii) any Contract that provides for non-monetary obligations on the part of the Company or any of its Subsidiaries, the non-performance of which obligations would reasonably be expected to have a Company Material Adverse Effect; (xiv) any written agreement to enter into any of the foregoing; and (xv) any other Contract, whether or not made in the ordinary course of business consistent with past practice; or , that is material to the Company or its Subsidiaries or the assets, liabilities, condition (xifinancial or otherwise) any other agreement not required to be disclosed pursuant to clauses (i) through (x) above or results of operations of the termination or lapse of which would reasonably be expected to have a Material Adverse EffectCompany and its Subsidiaries. (b) Each Company Material Contract required to be set forth is in Section 3.10 of full force and effect and (assuming the Disclosure Schedule is a due authorization, execution and delivery by the relevant counter-party) constitutes the legal, valid and binding agreement of Seller the Company or its the applicable SubsidiarySubsidiary of the Company, and is enforceable against the Company or the applicable Subsidiary of the Company and, to the knowledge of Sellerthe Company, each other party thereto, in accordance with its terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to creditors’ rights generally or to general principles of equity. Except as set forth on Section 4.10(b) of the Company Disclosure Letter, the other parties thereto and is in full force and effect. None Company or applicable Subsidiary of Seller or any of its Subsidiaries orthe Company and, to the knowledge of Sellerthe Company, each of the other parties thereto, have performed in all material respects all obligations required to be performed by them under, and are not in breach of, or default under, in any material respect, any other party thereto is Company Material Contract. To the knowledge of the Company, no event has occurred that (with or without notice or lapse of time) would reasonably be expected to result in a breach of or violation of, or a default or breach in any respect under under, the terms of any such Company Material Contract. A true and complete copy of each Company Material Contract, except for including any amendments thereto, has been made available to Acquiror. No party to any Company Material Contract has exercised any termination or cancellation rights with respect thereto and neither the Company nor any of its Subsidiaries have received (or given) any written notice of the intention of any party to any Company Material Contract to terminate, cancel, breach, amend the terms of or accelerate the maturity or performance of any Company Material Contract or alleging invalidity or unenforceability of such defaults Company Material Contract. No party to any Company Material Contract has claimed in event of “force majeure” or breaches which would not, individually or in the aggregate, reasonably be expected to have a similar concept under any Company Material Adverse EffectContract.

Material Contracts. (a) With respect Schedule 4.9 sets forth a list of the following types of Contracts (collectively, the “Material Contracts”) to which either of the Business, neither Seller nor Companies is a party or by which any of its Subsidiaries is a party to properties or bound byassets are bound: (i) all Contracts that relate to the sale of any lease (whether of real or personal property) requiring (A) annual rentals such Company’s assets, other than in the Ordinary Course of $5,000,000 or more or (B) aggregate payments by Business, or to Seller and its Subsidiaries the acquisition by such Company of $10,000,000 capital equipment or more, in the case of each of clauses (A) and (B) that cannot be terminated on not more than 120 days’ notice without payment by any of Seller or its Subsidiaries of any material penaltyfixed assets; (ii) except for all Contracts that relate to such Company’s acquisition of any Person, a material amount of stock or fifty percent (50%) or more of the agreements described in clause (iii) below, assets of any agreement for the purchase of materials, supplies, goods, services, equipment or other assets, Person or any other agreement under which either (A) since January 1, 2005 there have been payments to or by Seller or any of its Subsidiaries of $5,000,000 or more or (B) aggregate payments to or by Seller or any of its Subsidiaries of $10,000,000 or more are required, in each case that cannot be terminated on not more than 120 days’ notice without payment by Seller or any of its Subsidiaries of any material penalty; (iii) except for the agreements described in clause (ii) above, any sales, distribution or other similar agreement providing for the sale to or by Seller or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments by or to Seller or any of its Subsidiaries of $5,000,000 or more; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating to the acquisition or disposition of any business real property (whether by merger, sale of stock, sale of assets or otherwise) or any assets involving consideration in excess of $5,000,000, except for purchases of inventory, capital expenditures or sales of inventory or obsolete equipment, in each case in the ordinary course of business consistent with past practices); (viiii) any agreement relating all Contracts that limit or purport to limit the incurrence ability of Indebtedness, except any such agreement (A) with an aggregate outstanding principal amount not exceeding $5,000,000 or (B) entered into subsequent to the date of, and not in violation of, this Agreement; (vii) any material agreement between the Business on the one hand, and other business units of Seller or any Affiliate of Seller, on the other hand, that will not be terminated at or prior to the Closing without creation of any liability that would be an Assumed Liability; (viii) any employment, deferred compensation, severance, retirement or other similar agreement entered into with any executive Business Employee or any other Business Employee whose annual base salary exceeds $125,000; (ix) any agreement relating to the extension of Indebtedness to, or the making of an equity investment in, any Person, in each case in excess of $5 million in the aggregate, other than the creation of accounts receivable in the ordinary course of business; (x) any agreement that limits in any material respect the freedom of the Business Company to compete in any line of business or with any Person or in any areageographic area or during any period of time; (iv) all Contracts providing for indemnification by such Company, other than confidentiality agreements except for any such Contract that is (A) entered into in the ordinary course Ordinary Course of business consistent Business or (B) entered into in connection with past practice; orthe purchase or sale of any entity or business; (v) all Contracts relating to any Indebtedness; (vi) all Contracts relating to the employment of any Company Employee or any other consulting, sales agency, sales representative or independent contractor agreement; (vii) the Real Property Leases; (viii) all broker, distributor, dealer, manufacturer’s representative, franchise, agency, marketing and advertising Contracts; (ix) other than and excluding licenses for generally available commercial Software products supplied under end user licenses, any licenses, sublicenses and other material Contracts (including any right to receive or obligation to pay royalties or any other consideration) relating to Intellectual Property; (x) all collective bargaining Contracts; (xi) all Contracts with a Top Customer or Top Supplier; (xii) all customer or vendor purchase orders the performance of which are reasonably expected to involve consideration in excess of $50,000 after the Closing; (xiii) all outstanding powers-of-attorney or similar powers granted by such Company for any purpose whatsoever; (xiv) all Affiliate Arrangements; and (xv) any other agreement not required to be disclosed pursuant to clauses (i) through (x) above Contracts the termination or lapse performance of which would is reasonably be expected to have a Material Adverse Effectresult in future payments to or by such Company in excess of $50,000 per annum. (b) Each Contract required to be Except as set forth in Section 3.10 on Schedule 4.9(b), neither of the Disclosure Schedule Companies nor, to such Seller Party’s Knowledge, any other party, is in, or has received written notice of, any violation or breach of or default under (including any condition that with the passage of time or the giving of notice would cause such a violation or default under) any Material Contract. Each Material Contract is a valid and binding agreement of Seller or its the applicable SubsidiaryCompany, and, to the knowledge of Seller, the other parties thereto and is in full force and effect. None of Seller or any of its Subsidiaries or, and is enforceable against such Company, and, to such Seller Party’s Knowledge, each other party thereto, in accordance with its terms, except as limited by the knowledge of SellerEnforceability Exceptions. Neither Company nor, to such Seller Party’s Knowledge, any other party thereto is in default or breach in has repudiated any respect under the terms provision of any Material Contract to which such Contract, except for any such defaults or breaches which would not, individually or in the aggregate, reasonably be expected Company is a party. A copy of each Material Contract has been made available to have a Material Adverse EffectBuyer.

Material Contracts. (a) With respect to Schedule 4.7(a) lists each of the Business, neither Seller nor following Contracts (x) by which any of its Subsidiaries the Purchased Assets are bound or affected or (y) to which any Seller is a party to or by which it is bound by:in connection with the Business or the Purchased Assets (such Contracts, together with the Leases listed or otherwise disclosed on Schedule 4.10(b), being “Material Contracts”): (i) any lease (whether of real or personal property) requiring (A) annual rentals all Contracts, other than Franchise Agreements, involving consideration in excess of $5,000,000 or more or (B) aggregate payments by or to Seller 50,000 annually, on a recurring basis, and its Subsidiaries of $10,000,000 or morewhich, in the case of each of clauses (A) and (B) that case, cannot be terminated on not cancelled without penalty or without more than 120 90 days’ notice without payment by any of Seller or its Subsidiaries of any material penaltynotice; (ii) except for the agreements described in clause (iii) below, all Contracts that require any agreement for the Seller to purchase of materials, supplies, goods, services, equipment or other assets, or any other agreement under which either (A) since January 1, 2005 there have been payments to or by Seller or any more than 10% of its Subsidiaries of $5,000,000 or more or (B) aggregate payments to or by Seller or any of its Subsidiaries of $10,000,000 or more are required, in each case that cannot be terminated on not more than 120 days’ notice without payment by Seller or any of its Subsidiaries total requirements of any material penaltyproduct or service from a third party or that contain “take or pay” provisions; (iii) except all Contracts that provide for the agreements described in clause (ii) aboveassumption of any Tax, any sales, distribution environmental or other similar agreement providing for the sale to or by Seller or Liability of any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments by or to Seller or any of its Subsidiaries of $5,000,000 or morePerson; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating all Contracts that relate to the acquisition or disposition of any business business, stock or assets of Sellers or any other Person (whether by merger, sale of stock, sale of assets or otherwise) or any assets involving consideration ), in each case having a value in excess of $5,000,00020,000; (v) the thirty (30) Active Franchise Agreements representing the highest revenue from recurring monthly fees (e.g., except for purchases of inventoryMembership Fees; marketing fees; conference fees; PMS-to-CRS interface fees, capital expenditures or sales of inventory or obsolete equipmentrevenue management fees; VWeb fees; and periodic miscellaneous fees (e.g., in each case in the ordinary course of business consistent with past practicesbillboard coop fees and state travel guide fees) paid to Sellers during period from September 1, 2015 to August 11, 2016; (vi) any agreement relating to the incurrence of Indebtednessall agency, except any such agreement (A) with an aggregate outstanding principal amount not exceeding $5,000,000 or (B) entered into subsequent to the date ofpromotion, market research, marketing consulting and not in violation ofadvertising Contracts, this Agreementother than Franchise Agreements; (vii) any material agreement between the Business on the one handall employment, severance, retention or other agreements and other business units Contracts with employees, consultants, temporary employees, leased employees (or similar arrangements) individually requiring annual payments in excess of Seller or any Affiliate of Seller$50,000, on the other handexcluding oral, that at-will not be terminated at or prior to the Closing without creation of any liability that would be an Assumed Liabilityemployment arrangements; (viii) any employmentexcept for Contracts relating to trade receivables or trade payables, deferred compensationall Contracts relating to indebtedness for borrowed money (including, severancewithout limitation, retirement or other similar agreement entered into with any executive Business Employee or any other Business Employee whose annual base salary exceeds guarantees) in each case having an outstanding principal amount in excess of $125,000100,000; (ix) any agreement relating to the extension of Indebtedness to, or the making of an equity investment in, any Person, in each case in excess of $5 million in the aggregateall Contracts, other than Franchise Agreements, that limit or purport to limit the creation ability of accounts receivable in the ordinary course of business; (x) any agreement that limits in any material respect the freedom of the Business Seller to compete in any line of business or with any Person or in any areageographic area or during any period of time; (x) all joint venture, partnership or similar Contracts; (xi) other than confidentiality agreements as entered into in the ordinary course of business consistent with past practice; orbusiness, all Contracts for the sale of any of the Purchased Assets or for the grant to any Person of any option, right of first refusal or preferential or similar right to purchase any of the Purchased Assets; (xixii) all powers of attorney with respect to the Business or any Purchased Asset; (xiii) all collective bargaining agreements, memorandum of understanding, letter of assent, other agreement or understanding or Contracts with any Union; (xiv) all Intellectual Property Agreements; and (xv) all other Contracts that are material to the Purchased Assets or the operation of the Business and not required to be previously disclosed pursuant to clauses (i) through (x) above the termination or lapse of which would reasonably be expected to have a Material Adverse Effectthis Section 4.7. (b) Each Material Contract required to be set forth in Section 3.10 of the Disclosure Schedule is a valid and binding agreement of on the applicable Seller or in accordance with its applicable Subsidiary, and, to the knowledge of Seller, the other parties thereto terms and is in full force and effect. None of Seller or any of its Subsidiaries orthe Sellers nor, to the knowledge of SellerSellers’ Knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under) any Material Contract. Excluding for this purpose the Franchise Agreements, none of the Sellers nor any other party thereto has provided or received written notice or, to Sellers’ Knowledge (which for this purpose shall be actual knowledge), oral notice of any intention to terminate, any Material Contract. To the Knowledge of Seller, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. Complete and correct copies of each Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to Buyer. There are no material disputes pending or, to the Sellers’ Knowledge, threatened verbally or in writing under any Material Contract. (c) None of the Sellers are a party to, or bound by, any Contracts with any Governmental Authority. (d) Except as would not be reasonably expected to have a Material Adverse Effect, individually or in the aggregate, since January 1, 2016, no Seller has received written or, to Sellers’ Knowledge (which for this purpose shall be actual knowledge) oral notice from any party to a Franchise Agreement that such party intends to terminate, materially breach or request a material modification to an existing Franchise Agreement with a Seller. (e) Schedule 4.7(e) identifies by jurisdiction and effective date all currently effective registrations under the Federal Trade Commission trade regulation rule entitled “Disclosure Requirements and Prohibitions Concerning Franchising,” 16 C.F.R. Section 436 et seq. and any other Law regulating the offer and/or sale of franchises, business opportunities, seller-assisted marketing plans or similar relationships (the “Franchise Laws”) that are applicable to the Business. The Sellers have complied in all material respects with the Franchise Laws. None of the Sellers is subject to any Governmental Order that would prohibit or restrict the offer or sale of any Vantage Franchise in any respect under jurisdiction within the terms United States. (f) To Sellers’ Knowledge, all funds administered by or paid to the Business by or on behalf of one or more Vantage Franchises at any such Contracttime since January 1, 2015, including funds that the Vantage Franchises contributed for advertising and promotion, and any rebates and other payments made by suppliers and other third parties on account of the Vantage Franchises’ purchases from those suppliers and third parties, have been administered and spent in accordance in all material respects with the applicable Franchise Agreements, except for any such defaults or breaches which where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect with respect to the Business.

Material Contracts. (a) With respect to Section 4.07(a) of the Business, neither Seller nor Disclosure Schedules lists each of the following Contracts (x) by which any of its Subsidiaries the Purchased Assets are bound or affected or (y) to which a Seller is a party and by which it is bound in connection with the Business or the Purchased Assets (such Contracts, together with all Contracts concerning the occupancy, management or operation of any Real Property (including without limitation, brokerage contracts) listed or otherwise disclosed in Section 4.10(a) of the Disclosure Schedules and all Contracts relating to or bound by:Intellectual Property set forth in Section 4.11(c) and Section 4.11(e) of the Disclosure Schedules, being “Material Contracts”): (i) any lease (whether of real or personal property) requiring (A) annual rentals all Contracts involving aggregate consideration in excess of $5,000,000 or more or (B) aggregate payments by or to Seller 25,000 and its Subsidiaries of $10,000,000 or morewhich, in the case of each of clauses (A) and (B) that case, cannot be terminated on not cancelled without penalty or without more than 120 60 days’ notice without payment by any of Seller or its Subsidiaries of any material penaltynotice; (ii) except for all Contracts that require a Seller to purchase or sell a stated portion of the agreements described in clause (iii) below, any agreement for requirements or outputs of the purchase of materials, supplies, goods, services, equipment Business or other assets, that contain “take or any other agreement under which either (A) since January 1, 2005 there have been payments to or by Seller or any of its Subsidiaries of $5,000,000 or more or (B) aggregate payments to or by Seller or any of its Subsidiaries of $10,000,000 or more are required, in each case that cannot be terminated on not more than 120 days’ notice without payment by Seller or any of its Subsidiaries of any material penaltypay” provisions; (iii) except all Contracts that provide for the agreements described in clause (ii) aboveindemnification of any Person or the assumption of any Tax, any sales, distribution environmental or other similar agreement providing for the sale to or by Seller or Liability of any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments by or to Seller or any of its Subsidiaries of $5,000,000 or morePerson; (iv) any material partnershipall broker, joint venture or other similar agreement or arrangementdistributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting and advertising Contracts; (v) any agreement relating to the acquisition all employment agreements and Contracts with independent contractors or disposition of any business consultants (whether by merger, sale of stock, sale of assets or otherwisesimilar arrangements) and which are not cancellable without material penalty or any assets involving consideration in excess of $5,000,000, except for purchases of inventory, capital expenditures or sales of inventory or obsolete equipment, in each case in the ordinary course of business consistent with past practiceswithout more than 60 days’ notice; (vi) any agreement except for Contracts relating to the incurrence of Indebtednesstrade payables, except any such agreement all Contracts relating to indebtedness (A) with an aggregate outstanding principal amount not exceeding $5,000,000 or (B) entered into subsequent to the date ofincluding, and not in violation ofwithout limitation, this Agreementguarantees); (vii) all Contracts with any material agreement between the Business on the one hand, and other business units of Seller or any Affiliate of Seller, on the other hand, that will not be terminated at or prior to the Closing without creation of any liability that would be an Assumed LiabilityGovernmental Authority; (viii) any employment, deferred compensation, severance, retirement all Contracts that limit or other similar agreement entered into with any executive Business Employee or any other Business Employee whose annual base salary exceeds $125,000; (ix) any agreement relating purport to limit the extension ability of Indebtedness to, or the making of an equity investment in, any Person, in each case in excess of $5 million in the aggregate, other than the creation of accounts receivable in the ordinary course of business; (x) any agreement that limits in any material respect the freedom of the Business a Seller to compete in any line of business or with any Person or in any areageographic area or during any period of time; (ix) all joint venture, other than confidentiality agreements entered into in partnership or similar Contracts; (x) all Contracts for the ordinary course sale of business consistent with past practice; orany of the Purchased Assets or for the grant to any Person of any option, right of first refusal or preferential or similar right to purchase any of the Purchased Assets; (xi) all powers of attorney with respect to the Business or any Purchased Asset; (xii) all collective bargaining agreements or Contracts with any Union; and (xiii) all other agreement Contracts that are material to the Purchased Assets or the operation of the Business and not required to be previously disclosed pursuant to clauses (i) through (x) above the termination or lapse of which would reasonably be expected to have a Material Adverse Effectthis Section 4.07. (b) Each Material Contract required to be set forth in Section 3.10 of the Disclosure Schedule is a valid and binding agreement of on a Seller or in accordance with its applicable Subsidiary, and, to the knowledge of Seller, the other parties thereto terms and is in full force and effect. None of Seller or any of its Subsidiaries Sellers or, to the knowledge of SellerSeller Parent’s Knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach in of or default under), or has provided or received any respect under the terms notice of any such intention to terminate, any Material Contract. To Seller Parent’s Knowledge, except for no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any such defaults Material Contract or breaches which result in a termination thereof or would notcause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. Complete and correct copies of each Material Contract (including all modifications, individually or amendments and supplements thereto and waivers thereunder) have been made available to Buyer Parent. There are no material disputes pending or, to Seller Parent’s Knowledge, threatened under any Contract included in the aggregate, reasonably be expected to have a Material Adverse EffectPurchased Assets.

Material Contracts. (a) With respect to Schedule 4.07(a) lists each of the Business, neither Seller nor following Contracts (x) by which any of its Subsidiaries the Purchased Assets are bound or affected or (y) to which any Seller or Affiliate of a Seller is a party to or by which it is bound by:in connection with the Business or the Purchased Assets (such Contracts, together with all Contracts concerning the occupancy, management or operation of any Leased Real Property (including without limitation, brokerage Contracts) listed or otherwise disclosed in Schedule 4.10(b) and all Intellectual Property Agreements set forth in Schedule 4.11(b), being “Material Contracts”): (i) any lease (whether of real or personal property) requiring (A) annual rentals all Contracts involving aggregate consideration in excess of $5,000,000 or more or (B) aggregate payments by or to Seller 2,000.00 and its Subsidiaries of $10,000,000 or morewhich, in the case of each of clauses (A) and (B) that case, cannot be terminated on not cancelled without penalty or without more than 120 ninety (90) days’ notice without payment by any of Seller or its Subsidiaries of any material penaltywritten notice; (ii) except for all Contracts that require a Seller to purchase or sell a stated portion of the agreements described in clause (iii) below, any agreement for requirements or outputs of the purchase of materials, supplies, goods, services, equipment Business or other assets, that contain “take or any other agreement under which either (A) since January 1, 2005 there have been payments to or by Seller or any of its Subsidiaries of $5,000,000 or more or (B) aggregate payments to or by Seller or any of its Subsidiaries of $10,000,000 or more are required, in each case that cannot be terminated on not more than 120 days’ notice without payment by Seller or any of its Subsidiaries of any material penaltypay” provisions; (iii) except all Contracts that provide for the agreements described in clause (ii) aboveindemnification of any Person or the assumption of any Tax, any sales, distribution environmental or other similar agreement providing for Liability of any Person, other than indemnity provisions in the sale ordinary course of business and incidental to or by Seller or any the primary terms of its Subsidiaries of materials, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments by or to Seller or any of its Subsidiaries of $5,000,000 or morethe Contract; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating all Contracts that relate to the acquisition or disposition of any business business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise); (v) or any assets involving consideration in excess of $5,000,000all broker, except for purchases of inventorydistributor, capital expenditures or dealer, manufacturer’s Representative, franchise, agency, sales of inventory or obsolete equipmentpromotion, in each case in the ordinary course of business consistent with past practicesmarket research, marketing consulting and advertising Contracts; (vi) any agreement relating to the incurrence of Indebtedness, except any such agreement all employment agreements and Contracts with independent contractors or consultants (Aor similar arrangements) with an aggregate outstanding principal amount and which are not exceeding $5,000,000 cancellable without material penalty or without more than ninety (B90) entered into subsequent to the date of, and not in violation of, this Agreementdays’ written notice; (vii) any material agreement between the Business on the one handexcept for Contracts relating to trade payables, and other business units of Seller or any Affiliate of Sellerall Contracts relating to indebtedness (including, on the other handwithout limitation, that will not be terminated at or prior to the Closing without creation of any liability that would be an Assumed Liabilityguarantees); (viii) any employment, deferred compensation, severance, retirement or other similar agreement entered into all Contracts with any executive Business Employee or any other Business Employee whose annual base salary exceeds $125,000Governmental Authority (“Government Contracts”); (ix) all Contracts that limit or purport to limit the ability of any agreement relating to the extension of Indebtedness to, or the making of an equity investment in, any Person, in each case in excess of $5 million in the aggregate, other than the creation of accounts receivable in the ordinary course of business; (x) any agreement that limits in any material respect the freedom of the Business Seller to compete in any line of business or with any Person or in any areageographic area or during any period of time; (x) all joint venture, other than confidentiality agreements entered into in the ordinary course of business consistent with past practice; orpartnership or similar Contracts; (xi) all Contracts for the sale of any of the Purchased Assets or for the grant to any Person of any option, right of first refusal or preferential or similar right to purchase any of the Purchased Assets; (xii) all powers of attorney with respect to the Business or any Purchased Asset; (xiii) all collective bargaining agreements or Contracts with any Union; and (xiv) all other agreement Contracts that are material to the Purchased Assets or the operation of the Business and not required to be previously disclosed pursuant to clauses (i) through (x) above the termination or lapse of which would reasonably be expected to have a Material Adverse Effectthis Section 4.07. (b) Each Material Contract required to be set forth in Section 3.10 of the Disclosure Schedule is a valid and binding agreement of on the applicable Seller or in accordance with its applicable Subsidiary, and, to the knowledge of Seller, the other parties thereto terms and is in full force and effect. None of Except as set forth on Schedule 4.07(b), no Seller or any of its Subsidiaries or, to the knowledge of any Seller’s Knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach in of or default under) or has provided or received any respect under the terms written notice of any such intention to terminate, any Material Contract. No event or circumstance has occurred that, except for with notice or lapse of time or both, would reasonably constitute an event of default under any such defaults Material Contract or breaches which result in a termination thereof or would notcause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. Complete and correct copies of each Material Contract (including all modifications, individually or amendments and supplements thereto and waivers thereunder) have been made available to Buyer. Except as set forth on Schedule 4.07(b), there are no material disputes pending or, to the Sellers’ Knowledge, threatened under any Contract included in the aggregate, reasonably be expected to have a Material Adverse Effect.Purchased Assets. ‌

Material Contracts. (a) With respect to Section 4.07(a) of the Business, neither Seller nor Disclosure Schedules lists each of the following Contracts (x) by which any of its Subsidiaries the Purchased Assets are bound or affected or (y) to which any Seller or Affiliate of Sellers’ is a party to or by which it is bound by:in connection with the Business or the Purchased Assets (such Contracts, together with all Leases and Intellectual Property Licenses, being “Material Contracts”): (i) any lease (whether of real or personal property) requiring (A) annual rentals all Contracts involving aggregate consideration in excess of $5,000,000 or more or (B) aggregate payments by or to Seller 50,000 and its Subsidiaries of $10,000,000 or morewhich, in the case of each of clauses (A) and (B) that case, cannot be terminated on not cancelled without penalty or without more than 120 90 days’ notice without payment by any of Seller or its Subsidiaries of any material penaltynotice; (ii) except all Contracts that provide for the agreements described in clause (iii) belowindemnification of any Person or the assumption of any Tax, any agreement for the purchase of materials, supplies, goods, services, equipment environmental or other assets, or any other agreement under which either (A) since January 1, 2005 there have been payments to or by Seller or any of its Subsidiaries of $5,000,000 or more or (B) aggregate payments to or by Seller or any of its Subsidiaries of $10,000,000 or more are required, in each case that cannot be terminated on not more than 120 days’ notice without payment by Seller or any of its Subsidiaries Liability of any material penaltyPerson; (iii) except for the agreements described in clause (ii) above, any sales, distribution or other similar agreement providing for the sale to or by Seller or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments by or to Seller or any of its Subsidiaries of $5,000,000 or more; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating all Contracts that relate to the acquisition or disposition of any business business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise); (iv) all employment agreements and Contracts with independent contractors or any assets involving consideration in excess of $5,000,000consultants (or similar arrangements) and which are not cancellable without material penalty or without more than 90 days’ notice; (v) all Contracts relating to indebtedness (including, except for purchases of inventory, capital expenditures or sales of inventory or obsolete equipment, in each case in the ordinary course of business consistent with past practicesguarantees); (vi) all Contracts with any agreement relating to the incurrence of Indebtedness, except any such agreement (A) with an aggregate outstanding principal amount not exceeding $5,000,000 or (B) entered into subsequent to the date of, and not in violation of, this AgreementGovernmental Authority; (vii) any material agreement between all Contracts that limit or purport to limit the Business on the one handability of Sellers, and other business units of Seller or any Affiliate of Seller, on the other hand, that will not be terminated at or prior to the Closing without creation of any liability that would be an Assumed Liability; (viii) any employment, deferred compensation, severance, retirement or other similar agreement entered into with any executive Business Employee or any other Business Employee whose annual base salary exceeds $125,000; (ix) any agreement relating to the extension of Indebtedness to, or the making of an equity investment in, any Person, in each case in excess of $5 million in the aggregate, other than the creation of accounts receivable in the ordinary course of business; (x) any agreement that limits in any material respect the freedom of the Business to compete in any line of business or with any Person or in any areageographic area or during any period of time; (viii) all joint venture, partnership or similar Contracts; (ix) all Contracts for the sale of any of the Purchased Assets (other than confidentiality agreements entered into Inventory in the ordinary course of business consistent business) or for the grant to any Person of any option, right of first refusal or preferential or similar right to purchase any of the Purchased Assets; (x) all powers of attorney with past practicerespect to the Business or any Purchased Asset; orand (xi) any all other agreement Contracts that are material to the Purchased Assets or the operation of the Business and not required to be previously disclosed pursuant to clauses (i) through (x) above the termination or lapse of which would reasonably be expected to have a Material Adverse Effectthis Section 4.07. (b) Each Material Contract required to be set forth in Section 3.10 of the Disclosure Schedule is a valid and binding agreement of Seller on the applicable Seller, or its applicable Subsidiary, and, to the knowledge of Seller, the other parties thereto Affiliate in accordance with its terms and is in full force and effect. None of Seller or any of No Seller, nor its Subsidiaries orapplicable Affiliate nor, to the knowledge of SellerSellers’ Knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under) in any respect under the terms material respect, or has provided or received any notice of any such intention to terminate, any Material Contract. No event or circumstance has occurred that, except for with notice or lapse of time or both, would constitute an event of default under any such defaults Material Contract or breaches which result in a termination thereof or would notcause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. Complete and correct copies of each Material Contract (including all modifications, individually amendments and supplements thereto and waivers thereunder) have been made available to Buyer. There are no material disputes pending or in the aggregate, reasonably be expected to have a Material Adverse Effectthreatened under any Assigned Contract.

Material Contracts. (a) With respect Schedule 4.16 contains a complete and correct list identified by Seller, as of the date of this Agreement, of the following Contracts to the Business, neither which either Seller nor any of its Subsidiaries is a party to or by which either Seller is bound by:(collectively, the “Material Contracts”): (i) any agreement (or group of related agreements) for the lease (whether of real personal property to or personal property) requiring (A) annual rentals from a Person providing for lease payment in excess of $5,000,000 or more or (B) aggregate payments by or to Seller and its Subsidiaries of $10,000,000 or more, in the case of each of clauses (A) and (B) that cannot be terminated on not more than 120 days’ notice without payment by any of Seller or its Subsidiaries of any material penalty5,000 per annum; (ii) except for the agreements described in clause (iii) below, any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, goodsproducts, or other personal property, or for the furnishing or receipt of services, equipment or other assetsthe performance of which will extend over a period of more than one year, or any other agreement under which either (A) since January 1, 2005 there have been payments to or by Seller or any of its Subsidiaries involve consideration in excess of $5,000,000 or more or (B) aggregate payments to or by Seller or any of its Subsidiaries of $10,000,000 or more are required, in each case that cannot be terminated on not more than 120 days’ notice without payment by Seller or any of its Subsidiaries of any material penalty5,000; (iii) except each Franchise Agreement submitted to a Person for the agreements described in clause (ii) above, any sales, distribution or other similar agreement providing for the sale execution but not yet executed and delivered to or either Seller by Seller or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments by or to Seller or any of its Subsidiaries of $5,000,000 or moresuch Person; (iv) any material partnership, joint venture or other similar agreement or arrangementagreements relating to Intellectual Property Rights except as set forth in Schedule 4.19(b); (v) any agreement relating to imposing continuing confidentiality obligations on the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) or any assets involving consideration in excess of $5,000,000, except for purchases of inventory, capital expenditures or sales of inventory or obsolete equipment, in each case in the ordinary course of business consistent with past practicesSellers; (vi) any agreement relating to the incurrence all executory contracts for capital expenditures with remaining obligations in excess of Indebtedness, except any such agreement (A) with an aggregate outstanding principal amount not exceeding $5,000,000 or (B) entered into subsequent to the date of, and not in violation of, this Agreement5,000 each; (vii) any material agreement between the Business on the one hand, and other business units of Seller or any Affiliate of Seller, on the other hand, all contracts containing covenants that will not be terminated at or prior to the Closing without creation of any liability that would be an Assumed Liability; (viii) any employment, deferred compensation, severance, retirement or other similar agreement entered into with any executive Business Employee or any other Business Employee whose annual base salary exceeds $125,000; (ix) any agreement relating to the extension of Indebtedness to, or the making of an equity investment in, any Person, in each case in excess of $5 million in the aggregate, other than the creation of accounts receivable in the ordinary course of business; (x) any agreement that limits in any material respect way purport to limit the freedom of the Business to compete engage in any line of business or to compete with any Person or in any geographical area, other than confidentiality agreements entered into in the ordinary course of business consistent with past practice; or; (xiviii) all severance, change of control or similar agreements or contracts with any employees; and (ix) any other agreement not required the performance of which involves consideration in excess of $5,000. (b) All Material Contracts are in full force and effect and in written form and true, correct and complete copies of all Material Contracts, including any amendments, waivers, supplements or other modifications thereto, have been made available to Buyer. Except as disclosed in Schedule 4.16, neither Seller is in violation or breach of or in default under any Material Contract the effect of which, individually or in the aggregate, does have or would reasonably be disclosed pursuant expected to clauses (i) through (x) above the termination have a Material Adverse Effect. No Proceeding or event or condition has occurred or exists or is alleged by any party to have occurred or exist which, with notice or lapse of which time or both, would constitute a default by any of the parties thereto of their respective obligations under a Material Contract (or would give rise to any right of termination or cancellation), except as does not have and would not reasonably be expected to have a Material Adverse Effect. Neither Seller has, nor to each Seller’s Knowledge, has any other party to any Material Contract, breached or provided any written notice of an intent to breach, any provision thereof, except such a breach as does not have and would not reasonably be expected to have a Material Adverse Effect. (bc) Each Contract required Schedule 4.16(c) contains a complete and correct list of all written agreements, contracts or instruments to be set forth in Section 3.10 which an Affiliate of the Disclosure Schedule either Seller is a valid party and binding agreement pursuant to which either Seller is a beneficiary of Seller any goods, services or its applicable Subsidiary, and, other benefits related to the knowledge of Seller, the other parties thereto and is in full force and effect. None of Seller or any of its Subsidiaries or, to the knowledge of Seller, any other party thereto is in default or breach in any respect under the terms of any such Contract, except for any such defaults or breaches which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectPurchased Assets.

Material Contracts. (a) With respect Section 4.14 of the Disclosure Schedule sets forth a list of the following Contracts in effect as of the date hereof to which the Business, neither Seller nor any of its Subsidiaries Company is a party to or bound by:(the “Material Contracts”): (i) any lease (whether all Contracts not fully performed providing for the performance of real services or personal property) requiring (A) annual rentals delivery of $5,000,000 goods or more or (B) aggregate payments materials by or to Seller the Company and its Subsidiaries which requires consideration to be furnished, or which would reasonably be expected to result in consideration to be furnished, during the 12-month period either ending on or commencing on the date of $10,000,000 or more, in the case of each of clauses (A) and (B) that cannot be terminated on not more than 120 days’ notice without payment by any of Seller or its Subsidiaries of any material penaltythis Agreement; (ii) except for all Contracts that require the agreements described in clause (iii) below, any agreement for the Company to purchase of materials, supplies, goods, services, equipment or other assets, or any other agreement under which either (A) since January 1, 2005 there have been payments to or by Seller or any of its Subsidiaries of $5,000,000 or more or (B) aggregate payments to or by Seller or any of its Subsidiaries of $10,000,000 or more are required, in each case that cannot be terminated on not more than 120 days’ notice without payment by Seller or any of its Subsidiaries total requirements of any material penaltyproduct or service from a Third Party; (iii) except for the agreements described in clause (ii) above, any sales, distribution or other similar agreement all Contracts providing for the sale Company to be the exclusive provider of any product or by Seller or service to any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments by or to Seller or any of its Subsidiaries of $5,000,000 or morePerson; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating all Contracts that relate to the acquisition or disposition of any business business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stocksecurities, sale of assets assets, or otherwise); (v) or any assets involving consideration in excess of $5,000,000, except for purchases of inventory, capital expenditures or all Contracts with distributors and sales of inventory or obsolete equipment, in each case in the ordinary course of business consistent with past practicesrepresentatives; (vi) all Contracts with any agreement relating to the incurrence of Indebtedness, except any such agreement (A) with an aggregate outstanding principal amount not exceeding $5,000,000 or (B) entered into subsequent to the date of, and not in violation of, this AgreementGovernmental Authority; (vii) any material agreement between all Contracts that limit or purport to limit the Business on the one hand, and other business units of Seller or any Affiliate of Seller, on the other hand, that will not be terminated at or prior to the Closing without creation of any liability that would be an Assumed Liability; (viii) any employment, deferred compensation, severance, retirement or other similar agreement entered into with any executive Business Employee or any other Business Employee whose annual base salary exceeds $125,000; (ix) any agreement relating to the extension of Indebtedness to, or the making of an equity investment in, any Person, in each case in excess of $5 million in the aggregate, other than the creation of accounts receivable in the ordinary course of business; (x) any agreement that limits in any material respect the freedom ability of the Business Company to compete in any line of business or with any Person or in any areageographic area or during any period of time, that restricts the ability of the Company to do business with any Person or hire or solicit any Person, or that restricts the right of the Company to sell to or purchase from any Person, or that grants the other than confidentiality party or any third person “most favored nation” status or any type of special discount rights; (viii) all Contracts for any joint venture, partnership, or similar arrangement by the Company; (ix) agreements entered into which relate to Indebtedness (excluding, for the avoidance of doubt, Contracts evidencing liabilities with respect to deposits and accounts, trade payables, letters of credit, or capital leases made in the ordinary course of business consistent with past practice; orbusiness); (x) mortgages, pledges, or security agreements or similar arrangements constituting a Lien upon the assets or properties of the Company; (xi) agreements for the sale or purchase of personal property having a value individually, with respect to all sales or purchases thereunder, in excess of $50,000; (xii) each Contract with any director, officer, employee, or consultant of the Company on a full-time, part-time, consulting, or requiring the Company to pay severance or separation payments, change in control payments, or any retention or similar transaction bonus; (xiii) each Contract between or among the Company, on the one hand, and any Seller or any Affiliate of any Seller on the other agreement not required hand; and (xiv) all Contracts to be disclosed pursuant to clauses (i) through (x) above enter into any of the termination or lapse of which would reasonably be expected to have a Material Adverse Effectforegoing. (b) Each Contract required to be set forth All Material Contracts are in Section 3.10 of full force and effect against the Disclosure Schedule is a valid and binding agreement of Seller or its applicable Subsidiary, Company and, to the knowledge Knowledge of Sellerthe Company, each other party thereto, in each case in accordance with the other parties thereto express terms thereof. There does not exist under any Material Contract any material violation, breach or event of default, or alleged material violation, breach, or event of default, or event or condition that, after notice or lapse of time or both, would constitute a material violation, breach, or event of default thereunder on the part of the Company including, without limitation, in connection with any Indebtedness. The Company has not, and is in full force and effect. None of Seller or any of its Subsidiaries or, to the knowledge Knowledge of Sellerthe Company no party to any Material Contract has, repudiated any other party thereto is in default or breach in any respect under the terms provision of any such Material Contract. The Company has not received written notice that any party to a Material Contract intends to cancel or terminate such Material Contract. (c) The Sellers have delivered to the Purchaser a true, correct, and complete copy of each written Material Contract, except for any such defaults including all amendments, waivers, supplements, or breaches which would notmodifications thereto, individually or in along with a summary of each of the aggregate, reasonably be expected to have a material terms of each oral Material Adverse EffectContract.

Material Contracts. (a) With respect to Schedule 4.07(a) lists each of the Businessfollowing Contracts of the Company (collectively, neither Seller nor any of its Subsidiaries is a party to or bound by:the “Material Contracts”): (i) any lease (whether each Contract of real or personal property) requiring (A) annual rentals the Company involving aggregate consideration in excess of $5,000,000 or more or (B) aggregate payments by or to Seller 25,000 and its Subsidiaries of $10,000,000 or morewhich, in the case of each of clauses (A) and (B) that case, cannot be terminated on not cancelled by the Company without penalty or without more than 120 90 days’ notice without payment by any of Seller or its Subsidiaries of any material penaltynotice; (ii) except for all Contracts that require the agreements described in clause (iii) below, any agreement for the Company to purchase of materials, supplies, goods, services, equipment or other assets, or any other agreement under which either (A) since January 1, 2005 there have been payments to or by Seller or any of its Subsidiaries of $5,000,000 or more or (B) aggregate payments to or by Seller or any of its Subsidiaries of $10,000,000 or more are required, in each case that cannot be terminated on not more than 120 days’ notice without payment by Seller or any of its Subsidiaries total requirements of any material penaltyproduct or service from a third party or that contain “take or pay” provisions; (iii) except all Contracts that provide for the agreements described in clause (ii) aboveindemnification by the Company of any Person or the assumption of any Tax, any sales, distribution environmental or other similar agreement providing for the sale to or by Seller or Liability of any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments by or to Seller or any of its Subsidiaries of $5,000,000 or morePerson; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating all Contracts that relate to the acquisition or disposition of any business business, a material amount of equity or assets of any other Person or any real property (whether by merger, sale of stockstock or other equity interests, sale of assets or otherwise); (v) or any assets involving consideration in excess of $5,000,000all broker, except for purchases of inventorydistributor, capital expenditures or dealer, manufacturer’s representative, franchise, agency, sales of inventory or obsolete equipmentpromotion, in each case in market research, marketing consulting and advertising Contracts to which the ordinary course of business consistent with past practicesCompany is a party; (vi) any agreement relating all employment agreements and Contracts with independent contractors or consultants (or similar arrangements) to which the incurrence of Indebtedness, except any such agreement (A) with an aggregate outstanding principal amount Company is a party and which are not exceeding $5,000,000 cancellable without material penalty or (B) entered into subsequent to the date of, and not in violation of, this Agreementwithout more than 90 days’ notice; (vii) any material agreement between except for Contracts relating to trade receivables, all Contracts relating to indebtedness (including, without limitation, guarantees) of the Business on the one hand, and other business units of Seller or any Affiliate of Seller, on the other hand, that will not be terminated at or prior to the Closing without creation of any liability that would be an Assumed LiabilityCompany; (viii) all Contracts, including any employmenttenement leases, deferred compensation, severance, retirement or other similar agreement entered into with any executive Business Employee or any other Business Employee whose annual base salary exceeds $125,000Governmental Authority to which the Company is a party (“Government Contracts”); (ix) any agreement relating all Contracts that limit or purport to limit the extension of Indebtedness to, or the making of an equity investment in, any Person, in each case in excess of $5 million in the aggregate, other than the creation of accounts receivable in the ordinary course of business; (x) any agreement that limits in any material respect the freedom ability of the Business Company to compete in any line of business or with any Person or in any areageographic area or during any period of time; (x) any Contracts to which the Company is a party that provide for any joint venture, other than confidentiality agreements entered into in partnership or similar arrangement by the ordinary course of business consistent with past practice; orCompany; (xi) all Contracts between or among the Company on the one hand and Seller or any Affiliate of Seller (other than the Company) on the other hand; and (xii) any other agreement Contract that is material to the Company and not required to be previously disclosed pursuant to clauses (i) through (x) above the termination or lapse of which would reasonably be expected to have a Material Adverse Effectthis Section 4.07. (b) Each Material Contract required to be set forth in Section 3.10 of the Disclosure Schedule is a valid and binding agreement of Seller or on the Company in accordance with its applicable Subsidiary, and, to the knowledge of Seller, the other parties thereto terms and is in full force and effect. None of Seller or any of its Subsidiaries the Company or, to the knowledge of Seller’s Knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach in of or default under), or has provided or received any respect under the terms notice of any such intention to terminate, any Material Contract. No event or circumstance has occurred that, except for with notice or lapse of time or both, would constitute an event of default under any such defaults Material Contract or breaches which result in a termination thereof or would notcause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. Complete and correct copies of each Material Contract (including all modifications, individually or in the aggregateamendments, reasonably be expected and supplements thereto and waivers thereunder) have been made available to have a Material Adverse EffectBuyer.

Material Contracts. (a) With respect to Section 4.07(a) of the Business, neither Seller nor Disclosure Schedules lists each of the following Contracts (but excluding any Leases) (x) by which any of its Subsidiaries the Purchased Assets are bound or affected or (y) to which Seller is a party to and by which it is bound in connection with the Business or bound by:the Purchased Assets (such Contracts, together with all Contracts concerning the occupancy, management or operation of any Real Property (including brokerage contracts) listed or otherwise disclosed in Section 4.10(b) of the Disclosure Schedules and all Intellectual Property Agreements set forth in Section 4.11(b) of the Disclosure Schedules, being “Material Contracts”): (i) any lease (whether of real or personal property) requiring (A) annual rentals all Contracts, not otherwise provided for in this Section 4.07(a), that involve aggregate consideration in excess of $5,000,000 or more or (B) aggregate payments by or to Seller 2,000,000 and its Subsidiaries of $10,000,000 or morethat, in the case of each of clauses (A) and (B) that case, cannot be terminated on not cancelled without penalty and without more than 120 ninety (90) days’ notice without payment by any of Seller or its Subsidiaries of any material penaltyprior notice; (ii) except for all Contracts that require Seller to purchase or sell a stated portion of the agreements described requirements or outputs of the Business or that contain “take or pay” provisions and that require payments in clause (iii) below, any agreement for the purchase of materials, supplies, goods, services, equipment or other assets, or any other agreement under which either (A) since January 1, 2005 there have been payments to or by Seller or any of its Subsidiaries excess of $5,000,000 or more or (B) aggregate payments to or by Seller or any of its Subsidiaries of $10,000,000 or more are required, in 2,000,000 for each case that cannot be terminated on not more than 120 days’ notice without payment by Seller or any of its Subsidiaries of any material penaltyindividual Contract; (iii) except all Contracts for the agreements described in clause (ii) abovepurchase, any salesexchange, distribution or sale of electricity, energy, capacity, or other similar agreement providing for the sale to energy-related products or by Seller or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been ancillary services and requiring payments by or to Seller or any of its Subsidiaries in excess of $5,000,000 or more2,000,000 for each individual Contract; (iv) all Contracts for the purchase, exchange, sale, or storage of natural gas, fuel oil, diesel, or any material partnership, joint venture or other similar agreement or arrangementfuel and requiring payments in excess of $2,000,000 for each individual Contract; (v) all Contracts for the transmission of electricity that require payments in excess of $2,000,000 for each individual Contract; (vi) all interconnection Contracts; (vii) all Contracts that provide for the indemnification of any agreement relating Person or the assumption of any Tax, environmental, or other Liability of any Person; (viii) all Contracts that relate to the acquisition or disposition of any business business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise) or any assets involving consideration in excess of $5,000,000), except for purchases of inventory, capital expenditures or sales of inventory or obsolete equipment, in each case other than Contracts entered into in the ordinary course of business consistent with past practices; (vi) any agreement relating to the incurrence assets with a net book value of Indebtedness, except any such agreement (A) with an aggregate outstanding principal amount not exceeding less than $2,000,000 individually or $5,000,000 or (B) entered into subsequent to in the date of, and not in violation of, this Agreement; (vii) any material agreement between the Business on the one hand, and other business units of Seller or any Affiliate of Seller, on the other hand, that will not be terminated at or prior to the Closing without creation of any liability that would be an Assumed Liability; (viii) any employment, deferred compensation, severance, retirement or other similar agreement entered into with any executive Business Employee or any other Business Employee whose annual base salary exceeds $125,000aggregate; (ix) any agreement relating to the extension of Indebtedness toall broker, or the making of distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting, and advertising Contracts that provide for annual compensation by Seller in an equity investment in, any Person, in each case amount in excess of $5 million in the aggregate, other 2,000,000 and that are not cancelable by Seller without more than the creation of accounts receivable in the ordinary course of businessninety (90) days’ prior notice; (x) all agreements and Contracts with employees, independent contractors, or consultants (or similar arrangements) other than written or oral offers or Contracts terminable without material penalty or without more than ninety (90) days’ prior notice; (xi) except for Contracts relating to trade receivables, all Contracts relating to indebtedness (including guarantees); (xii) all Contracts with any agreement Governmental Authority (“Government Contracts”); (xiii) all Contracts that limits in any material respect limit or purport to limit the freedom ability of the Business Seller to compete in any line of business or with any Person or in any areageographic area or during any period of time; (xiv) all joint venture, partnership, or similar Contracts; (xv) all Contracts for the sale of any of the Purchased Assets or for the grant to any Person of any option, right of first refusal or preferential or similar right to purchase or otherwise acquire an interest in any of the Purchased Assets, other than confidentiality agreements Contracts entered into in the ordinary course of business consistent relating to assets with past practice; ora net book value of less than $2,000,000 individually or $5,000,000 in the aggregate; (xixvi) all powers of attorney with respect to the Business or any Purchased Asset; (xvii) all collective bargaining agreements or Contracts with any Union; (xviii) all Contracts related to the BRU Interests; (xix) all Contracts related to Eklutna Generation Assets and Eklutna Transmission Assets; (xx) any other construction contract, equipment purchase contract, operations and maintenance agreement, management or administrative services contract, and technical or contractual service agreement not entered into in the past five (5) years which has required or will require expenditures in excess of $2,000,000, including all such agreements related to be disclosed pursuant ML&P Plant 2A; and (xxi) Contracts related to clauses (i) through (x) above the termination purchase or lapse sale of which would reasonably be expected to have a Material Adverse Effectair pollution emission allowances or credits. (b) Each Material Contract required to be set forth in Section 3.10 of the Disclosure Schedule is a valid and binding agreement of on Seller or in accordance with its applicable Subsidiary, and, to the knowledge of Seller, the other parties thereto terms and is in full force and effect. None of Seller or any of its Subsidiaries or, to the knowledge of Seller’s Knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach in of or default under), or has provided or received any respect under the terms notice of any such intention to terminate, any Material Contract. No event or circumstance has occurred that, except for with notice or lapse of time or both, would constitute an event of default under any such defaults Material Contract or breaches which result in a termination thereof or would notcause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. Complete and correct copies of each Material Contract (including all modifications, individually amendments and supplements thereto and waivers thereunder) have been made available to Buyer. There are no material disputes pending or threatened under any Contract included in the aggregate, reasonably be expected to have a Material Adverse EffectPurchased Assets.

Material Contracts. (a) With respect Set forth in Schedule 3.14(a) is a list, as of the date hereof, of each of the following Contracts to the Business, neither Seller nor which SPPR or any of its Subsidiaries Affiliates is a party related to the Contributed Assets or by which any of the Contributed Assets are bound by:(each a “Material Contract”): (i) any lease (whether Contract related to the Contributed Assets that would limit the right of real the Partnership or personal property) requiring (A) annual rentals any of $5,000,000 or more or (B) aggregate payments by or to Seller and its Subsidiaries of $10,000,000 to engage in or more, compete in the case of each of clauses (A) and (B) that cannot be terminated on not more than 120 days’ notice without payment by any of Seller or its Subsidiaries of any material penaltygeographical area; (ii) except any Contract for the agreements described in clause (iii) below, any agreement for the purchase of materials, supplies, goods, services, equipment or other assets, or any other agreement under Debt to which either (A) since January 1, 2005 there have been payments to or by Seller or any of its Subsidiaries of $5,000,000 or more or (B) aggregate payments to or by Seller or any of its Subsidiaries of $10,000,000 or more the Contributed Assets are required, in each case that cannot be terminated on not more than 120 days’ notice without payment by Seller or any of its Subsidiaries of any material penaltybound; (iii) except any Contract for capital expenditures or the agreements described acquisition or construction of fixed assets requiring the payment of an amount in clause (ii) above, any sales, distribution or other similar agreement providing for the sale to or by Seller or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments by or to Seller or any of its Subsidiaries excess of $5,000,000 or more250,000; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any agreement Contract relating to the acquisition or disposition of any business assets or properties (whether by merger, consolidation, recapitalization, share exchange, sale of stock, sale of assets or otherwise, and whether through proceedings in bankruptcy or otherwise) or any assets involving consideration entered into in the past five years requiring the payment of an amount in excess of $5,000,000, except for purchases 250,000; (v) any Contract under which SPPR is lessor or lessee of inventory, capital expenditures or sales of inventory or obsolete equipment, in each case in the ordinary course of business consistent with past practicesany Real Property; (vi) any agreement Contract containing any preferential rights to purchase or similar rights relating to the incurrence of Indebtedness, except any such agreement Contributed Assets (A) with an aggregate outstanding principal amount not exceeding $5,000,000 or (B) entered into subsequent to other than the date of, and not in violation of, this Omnibus Agreement); (vii) any material agreement between Contract the Business on the one hand, and other business units primary purpose of Seller which is to require SPPR or Western to indemnify or otherwise make whole any Affiliate Person with an indemnification or make whole obligation having or reasonably expected to have a value in excess of Seller, on the other hand, that will not be terminated at or prior to the Closing without creation of any liability that would be an Assumed Liability$250,000; (viii) any employmentother Contract (other than any Contract granting any Permits, deferred compensationservitudes, severanceeasements or rights-of-way) materially affecting the ownership, retirement use or other similar agreement entered into with any executive Business Employee operation of the Contributed Assets, the loss of which could, individually or any other Business Employee whose annual base salary exceeds $125,000in the aggregate, have a Material Adverse Effect; (ix) any agreement relating to the extension of Indebtedness to, or the making of an equity investment in, Contract with any Person, in each case in excess of $5 million in the aggregate, Governmental Authority (other than the creation of accounts receivable in the ordinary course of businessPermits); (x) any agreement Contract (or group of related Contracts with a single counterparty or, to Western’s Knowledge, Affiliated counterparties) not described in clause (i) through (ix), that limits in any material respect the freedom as of the Business date hereof, is reasonably expected to compete provide for revenues or commitments in an amount greater than $250,000 during any line of business or with any Person or in any area, other than confidentiality agreements entered into in the ordinary course of business consistent with past practicecalendar year; orand (xi) any other interest rate, commodity or currency protection agreement not required to be disclosed pursuant to clauses (i) through (x) above the termination including any swaps, collars, caps or lapse of which would reasonably be expected to have a Material Adverse Effectsimilar hedging obligations). (b) Each Contract required to be set forth in Section 3.10 of the Disclosure Schedule is a valid SPPR and binding agreement of Seller or its applicable Subsidiary, and, Western has made available to the knowledge Partnership a correct and complete copy of Seller, the other parties thereto and is in full force and effecteach Material Contract. None of Seller or any of its Subsidiaries or, to the knowledge of Seller, any other party thereto is in default or breach in any respect under the terms of any such Contract, except for any such defaults or breaches which Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Material Contract is legal, valid and binding on and enforceable against SPPR or its Affiliates, as the case may be, and to Western’s Knowledge, the counterparty thereto. Each Material Contract is in full force and effect, and none of SPPR or its Affiliates, as the case may be, or, to Western’s Knowledge, any counterparty thereto, is in breach or default thereunder and no event has occurred that upon receipt of notice or lapse of time or both would constitute any breach or default thereunder, except for such breaches or defaults as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of SPPR or its Affiliates has given or received from any third party any written notice of any action or intent to terminate or amend in any material respect any Material Contract.

Material Contracts. (a) With respect Set forth in Schedule 3.15(a) is a list, as of the date hereof, of each of the following Contracts to the Business, neither Seller nor which ALJ or any of its Subsidiaries Affiliates is a party related to the Business or to which any of the Refining Assets are bound by:(each a “Material Contract”): (i) any lease (whether Contract limiting the right of real the Business to engage in or personal property) requiring (A) annual rentals of $5,000,000 or more or (B) aggregate payments by or to Seller and its Subsidiaries of $10,000,000 or more, compete in the case of each of clauses (A) and (B) that cannot be terminated on not more than 120 days’ notice without payment by any of Seller or its Subsidiaries of any material penaltygeographical area; (ii) except any Contract for the agreements described in clause (iii) below, any agreement for the purchase of materials, supplies, goods, services, equipment Debt to which ARKS is a party or other assets, or any other agreement under to which either (A) since January 1, 2005 there have been payments to or by Seller or any of its Subsidiaries of $5,000,000 or more or (B) aggregate payments to or by Seller or any of its Subsidiaries of $10,000,000 or more the Refining Assets are required, in each case that cannot be terminated on not more than 120 days’ notice without payment by Seller or any of its Subsidiaries of any material penaltybound; (iii) except for the agreements described in clause (ii) above, any sales, distribution or other similar agreement providing for the sale to or by Seller or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments by or to Seller or any of its Subsidiaries of $5,000,000 or more; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any agreement Contract relating to the acquisition or disposition of any business (whether by merger, consolidation, recapitalization, share exchange, sale of stock, sale of assets or otherwise, and whether through proceedings in bankruptcy or otherwise) or any assets involving consideration entered into in the past five years requiring the payment of an amount in excess of $5,000,000, except for purchases 1 million; (iv) any Contract under which ARKS is lessor or lessee of inventory, capital expenditures or sales of inventory or obsolete equipment, in each case in the ordinary course of business consistent any Real Property; (v) any Contract with past practicesa Significant Supplier; (vi) any agreement relating to the incurrence of Indebtedness, except any such agreement (A) Contract with an aggregate outstanding principal amount not exceeding $5,000,000 or (B) entered into subsequent to the date of, and not in violation of, this Agreementa Significant Customer; (vii) any material agreement between Contract containing any preferential rights to purchase or similar rights relating to the Refining Assets; (viii) any other Contract (other than any Contract granting any Permits, servitudes, easements or rights-of-way) materially affecting the ownership or operation of the Business or the ownership, use or operation of the Refining Assets, the loss of which would, individually or in the aggregate, have a Material Adverse Effect; (ix) any Contract between ALJ or its Affiliates (other than ARKS), on the one hand, and other business units of Seller or any Affiliate of SellerARKS, on the other hand, that will not be terminated at or prior to the Closing without creation of any liability that would be an Assumed Liability; (viii) any employment, deferred compensation, severance, retirement or other similar agreement entered into with any executive Business Employee or any other Business Employee whose annual base salary exceeds $125,000; (ix) any agreement relating to the extension of Indebtedness to, or the making of an equity investment in, any Person, in each case in excess of $5 million in the aggregate, other than the creation of accounts receivable in the ordinary course of business; (x) any agreement that limits in any material respect the freedom of the Business to compete in any line of business or with Contract under which any Person has directly or in any areaindirectly guaranteed Debt, other than confidentiality agreements entered into in the ordinary course liabilities or obligations of business consistent with past practice; orARKS; (xi) any Contract with a Union, employment Contract, Contracts with individual independent contractors, and Contracts providing for change in control, retention, or severance payments to any employees of ARKS; (xii) any Contract with any Governmental Authority (other than Permits); (xiii) any interest rate, commodity or currency protection agreement (including any swaps, collars, caps or similar hedging obligations); and (xiv) any Contract (or group of related Contracts with a single counterparty or, to ALJ’s Knowledge, Affiliated counterparties) not required to be disclosed pursuant to clauses described in (i) through (xxiii) above with a remaining term of more than 12 months, that as of the termination or lapse of which would date hereof, is reasonably be expected to have a Material Adverse Effectprovide for revenues, payments or obligations in an amount greater than $5 million during any calendar year or $20 million in the aggregate. (b) Each Contract required to be set forth in Section 3.10 of the Disclosure Schedule is a valid and binding agreement of Seller or its applicable Subsidiary, and, ALJ has made available to the knowledge Partnership a correct and complete copy of Seller, the other parties thereto and is in full force and effecteach Material Contract. None of Seller or any of its Subsidiaries or, to the knowledge of Seller, any other party thereto is in default or breach in any respect under the terms of any such Contract, except for any such defaults or breaches which Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Material Contract is a legal, valid and binding on and enforceable against ARKS and, to ALJ’s Knowledge, the counterparty thereto, and each Material Contract will continue to be legal, valid and binding on and enforceable against ARKS and, to ALJ’s Knowledge, the counterparty thereto, on identical terms following the consummation of the transactions contemplated by this Agreement and the other Transaction Documents. Each Material Contract is in full force and effect, and none of ALJ or its Affiliates, as the case may be, or, to ALJ’s Knowledge, any counterparty thereto, is in breach or default thereunder and no event has occurred that upon receipt of notice or lapse of time or both would constitute any breach or default thereunder, except for such breaches or defaults as would not, individually or in the aggregate, reasonably be expected to have a material impact on the Business. None of ALJ or its Affiliates has given or received from any third party any written notice of any action or intent to terminate or amend in any material respect any Material Contract.

Material Contracts. (a) With respect Schedule 6.9 sets forth Contracts of the type described below to the Business, neither which Seller nor any (and/or one or more of its Subsidiaries Affiliates) (and/or, in the case of clauses (vii) or (xiii), any Company) is a party and that relate to the Assets (and/or, in the case of clauses (vii) or bound by:(xiii), any Company) (the items listed or required to be listed on Schedule 6.9 that fall under the following categories are referred to as the “Material Contracts”): (i) any lease (whether of real Contract that has resulted or personal property) requiring (A) annual rentals of $5,000,000 or more or (B) can reasonably be expected to result in aggregate payments by or revenues to Seller (taken together with its Affiliates) of more than $125,000 (net to the interest of Seller and its Subsidiaries of $10,000,000 Affiliates) during any year during the last five fiscal years or more, in the case of each of clauses (A) and (B) that cannot be terminated on not more than 120 days’ notice without payment by any subsequent fiscal year of Seller (based solely on the terms thereof and current volumes without regard to any expected increase in volumes or its Subsidiaries of any material penaltyrevenues); (ii) except for the agreements described in clause (iii) belowany Hydrocarbons gathering, any agreement for the purchase of materials, supplies, goods, services, equipment transportation and processing or other assets, similar Contract that is not terminable without penalty on 60 Days or any other agreement under which either (A) since January 1, 2005 there have been payments to or by Seller or any of its Subsidiaries of $5,000,000 or more or (B) aggregate payments to or by Seller or any of its Subsidiaries of $10,000,000 or more are required, in each case that cannot be terminated on not more than 120 days’ notice without payment by Seller or any of its Subsidiaries of any material penaltyless notice; (iii) except any Contract (excluding Xxxxxx) for the agreements described in clause (ii) abovepurchase, sale or exchange of any sales, distribution Hydrocarbons that is not terminable without penalty on 60 Days or other similar agreement providing for the sale to or by Seller or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments by or to Seller or any of its Subsidiaries of $5,000,000 or moreless notice; (iv) any material partnership, joint venture Contract that constitutes a lease under which Seller (or other similar agreement its Affiliates) is the lessor or arrangementthe lessee of real or personal property which lease (A) cannot be terminated by Seller without penalty on 60 Days or less notice and (B) involves an annual base rental of more than $125,000; (v) any agreement farmout or farmin arrangement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) or any assets involving consideration in excess of $5,000,000, except for purchases of inventory, capital expenditures or sales of inventory or obsolete equipment, in each case in the ordinary course of business consistent with past practicesAssets; (vi) any agreement relating to Xxxxxx that would be included in the incurrence of Indebtedness, except any such agreement (A) with an aggregate outstanding principal amount not exceeding $5,000,000 Assets or (B) entered into subsequent to the date of, and not in violation of, this Agreementas Assumed Liabilities; (vii) any material contract that constitutes a non-competition agreement, area of mutual interest agreement between or any other agreement that purports to restrict, limit or prohibit the Business on manner in which, or the one handlocations in which, and other business units of Seller or any Affiliate of Seller, on its Affiliates or the other hand, that will not be terminated at or prior to the Closing without creation of any liability that would be an Assumed LiabilityCompanies conducts business; (viii) any employment, deferred compensation, severance, retirement contract containing “tag along” or other similar agreement entered into with rights allowing a third party to participate in future sales of any executive Business Employee of the Assets or any other Business Employee whose annual base salary exceeds $125,000interests therein; (ix) any agreement contract related to seismic data relating to the extension of Indebtedness to, or the making of an equity investment in, any Person, in each case in excess of $5 million in the aggregate, other than the creation of accounts receivable in the ordinary course of businessAssets; (x) any agreement that limits in any material respect saltwater disposal contract relating to the freedom Assets with a term of the Business to compete in any line of business 90 Days or with any Person or in any area, other than confidentiality agreements entered into in the ordinary course of business consistent with past practice; ormore; (xi) any other agreement compressor contract with a value in excess of $50,000 relating to the Assets (it being agreed that compressor contracts with a value less than $150,000 are not required to be disclosed pursuant to clauses (i) through (x) above the termination or lapse of which would reasonably listed on Schedule 6.9, but shall nevertheless be expected to Material Contracts provided that they have a Material Adverse Effectvalue in excess of $50,000); (xii) any Contract with an Affiliate of Seller that will not be terminated prior to or in connection with the Closing; and (xiii) the Specified Company Contracts. (b) Each Contract required to be Except as set forth in Section 3.10 of the Disclosure on Schedule is a valid and binding agreement of Seller or its applicable Subsidiary, and, to the knowledge of Seller6.9, the other parties thereto and is Material Contracts are in full force and effect. None of effect in accordance with their respective terms in all material respects, there exist no material defaults thereunder by Seller or any of its Subsidiaries Company or, to the knowledge Seller’s Knowledge, by any other Person that is a party to such Material Contracts, and no event has occurred that with notice or lapse of time or both would constitute any material default under any such Material Contract by Seller or any Company or, to Seller’s Knowledge, any other Person who is a party thereto is in default or breach in any respect under to such Material Contract. Prior to the terms execution of any such this Agreement, Seller has made available to Buyer true and complete copies of each Material Contract, except for as amended prior to the date hereof. Seller has not received or given any such defaults unresolved written notice of termination or breaches which would not, individually or in the aggregate, reasonably be expected default with regards to have a any Material Adverse EffectContract.

Material Contracts. (a) With Except (i) as set forth on Schedule 2.19(a), (ii) for licenses of, and other agreements with respect to, the items referred to in Section 2.17 and (iii) for Leases, as to which no representations or warranties are made other than as set forth in Section 2.9, the Business, neither Seller nor any of its Subsidiaries Company is not a party to or bound by, nor are any of its assets affected by, any: (i) note, debenture, bond, equipment trust, letter of credit, indenture loan or other agreement relating to Indebtedness, lending or investing of money or to the mortgaging or pledging of any lease of its assets; (whether ii) Contract with a Governmental Authority; (iii) guaranty of real Indebtedness, other than endorsements made for collection in the ordinary course of business; (iv) indemnification or personal propertyother reimbursement obligations in excess of $100,000; (v) requiring Contract for the purchase of materials, supplies, goods or services that involves or would reasonably be expected to involve (A) annual rentals payments by the Company of $5,000,000 100,000 or more or (B) aggregate payments by or to Seller and its Subsidiaries the Company, of $10,000,000 250,000 or more, ; (vi) Contracts which prohibit it from freely engaging in the case of each of clauses any activity in any geographic region; (vii) Contract (A) and (B) that cannot be terminated on not more than 120 days’ notice without payment by any of Seller or its Subsidiaries of any material penalty; (ii) except for the agreements described in clause (iii) below, any agreement for sale by the purchase Company of materials, supplies, goods, services, equipment or other assets, and that involves a specified annual minimum dollar sales amount by the Company of $100,000 or more, or (B) pursuant to which the Company received payments of more than $100,000 in the year ended December 31, 2008 or expects to receive payments of more than $100,000 in the years ending December 31, 2009 and December 31, 2010; (viii) Contract that requires the Company to purchase its total requirements of any product or service from a third party or that contains "take or pay" provisions; (ix) employment, consulting, termination or severance Contract, other agreement under which either than any such Contract that is terminable at-will by the Company without liability to the Company; (Ax) since January 1partnership or joint venture Contract; (xi) distribution, 2005 there have been dealer, representative or sales agency Contract; (xii) Contract for the lease of personal property that provides for payments to or by Seller or the Company in any of its Subsidiaries one case of $5,000,000 100,000 or more annually or (B) aggregate payments to or by Seller or any of its Subsidiaries of $10,000,000 500,000 or more are required, in each case that cannot be terminated on not more than 120 days’ notice without payment by Seller or any over the term of its Subsidiaries of any material penaltythe lease; (iiixiii) except Contract for the agreements described any capital expenditure or leasehold improvement in clause (ii) above, any sales, distribution or other similar agreement providing for the sale to or by Seller or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments by or to Seller or any of its Subsidiaries one case in excess of $5,000,000 100,000 or morein the aggregate greater than $250,000; (ivxiv) any material partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating Contract that relates to the acquisition or disposition of any material business (whether by merger, sale of stock, sale of assets or otherwise) or any assets involving consideration in excess of $5,000,000, except for purchases of inventory, capital expenditures or sales of inventory or obsolete equipment, in each case in the ordinary course of business consistent with past practices); (vixv) any agreement relating to the incurrence of Indebtedness, except any such agreement (A) with an aggregate outstanding principal amount not exceeding $5,000,000 or (B) entered into subsequent to the date of, and not in violation of, this Agreement; (vii) any material agreement between the Business on the one hand, and other business units of Seller or any Affiliate of Seller, on the other hand, that will not be terminated at or prior to the Closing without creation of any liability that would be an Assumed Liability; (viii) any employment, deferred compensation, severance, retirement Collective Bargaining Agreement or other similar agreement entered into Contract with any executive Business Employee labor organization, union or any other Business Employee whose annual base salary exceeds $125,000; (ix) any agreement relating to the extension of Indebtedness to, or the making of an equity investment in, any Person, in each case in excess of $5 million in the aggregate, other than the creation of accounts receivable in the ordinary course of business; (x) any agreement that limits in any material respect the freedom of the Business to compete in any line of business or with any Person or in any area, other than confidentiality agreements entered into in the ordinary course of business consistent with past practiceassociation; or (xixvi) any other agreement Contracts not required described above which involve the payment to be disclosed pursuant to clauses (i) through (x) above or by the termination Company of $100,000 or lapse of which would reasonably be expected to have a Material Adverse Effectmore in any twelve consecutive month period. (b) Each Contract Except as set forth on Schedule 2.19(b), (i) each contract or commitment listed on Schedule 2.19(a) (the "Material Contracts") is valid, binding and enforceable against the Company; (ii) the Company is not in material default under any Material Contract, has performed all material obligations under the Material Contracts required to be set forth in Section 3.10 performed by it, and has not received any claim of the Disclosure Schedule is a valid default under any Material Contract; and binding agreement of (iii) Seller or its applicable Subsidiary, and, to the has no knowledge of Seller, the other parties thereto and is in full force and effect. None of Seller any breach or any of its Subsidiaries or, to the knowledge of Seller, anticipated breach by any other party thereto is in default or breach in to any respect under the terms Material Contract. (c) Seller has made available to Buyer true and complete copies of any such each Material Contract, except for any such defaults or breaches which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Material Contracts. (a) With respect Section 3.09(a) of the Disclosure Schedules lists each of the following contracts and other agreements, whether written or oral, to which the Business, neither Seller nor any of its Subsidiaries Company is a party to or bound by:(collectively, including any Leases, the “Material Contracts”): (i) any lease each agreement involving aggregate consideration in excess of $10,000 and either (whether of real or personal propertyx) requiring (A) annual rentals of $5,000,000 or performance by any party more than one year from the date hereof or (By) aggregate payments by or to Seller and its Subsidiaries of $10,000,000 or more, in the case of each of clauses (A) and (B) that which cannot be terminated on not cancelled by Seller or the Company, as applicable, without more than 120 30 days’ notice without payment by any of Seller or its Subsidiaries of any material penaltynotice; (ii) except for the all agreements described in clause (iii) below, any agreement for the purchase of materials, supplies, goods, services, equipment or other assets, or any other agreement under which either (A) since January 1, 2005 there have been payments to or by Seller or any of its Subsidiaries of $5,000,000 or more or (B) aggregate payments to or by Seller or any of its Subsidiaries of $10,000,000 or more are required, in each case that cannot be terminated on not more than 120 days’ notice without payment by Seller or any of its Subsidiaries of any material penalty; (iii) except for the agreements described in clause (ii) above, any sales, distribution or other similar agreement providing for the sale to or by Seller or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments by or to Seller or any of its Subsidiaries of $5,000,000 or more; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating relate to the acquisition or disposition of any business stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise) or any assets ), in each case involving consideration in excess of $5,000,000, except for purchases of inventory, capital expenditures or sales of inventory or obsolete equipment, in each case in the ordinary course of business consistent with past practices10,000; (via) any agreement except for agreements relating to the incurrence of Indebtedness, except any such agreement (A) with an aggregate outstanding principal amount not exceeding $5,000,000 or (B) entered into subsequent to the date of, and not in violation of, this Agreement; (vii) any material agreement between the Business on the one hand, and other business units of Seller or any Affiliate of Seller, on the other hand, that will not be terminated at or prior to the Closing without creation of any liability that would be an Assumed Liability; (viii) any employment, deferred compensation, severance, retirement or other similar agreement entered into with any executive Business Employee or any other Business Employee whose annual base salary exceeds $125,000; (ix) any agreement relating to the extension of Indebtedness to, or the making of an equity investment in, any Person, in each case in excess of $5 million in the aggregate, other than the creation of accounts receivable unsecured trade payables incurred in the ordinary course of business, all agreements relating to Indebtedness (including, without limitation, guarantees) or the placing of an Encumbrance on any asset of the Company, in each case having an outstanding principal amount in excess of $10,000 and (b) any intercompany loans or similar Indebtedness between the Company and the Seller; (xiv) all agreements between or among the Company on the one hand and Seller or any Affiliate of Seller (other than the Company) on the other hand, in each case involving consideration in excess of $10,000; (v) all collective bargaining agreements or agreements with any labor organization, union or association; (vi) all Company IP Agreements (excluding any agreements for commercially available off-the-shelf Software that is not the subject of a negotiated agreement or customized for the Company, and in each case for which the aggregate amounts paid or payable to or by the Company are less than $10,000); (vii) all contracts and agreements that limits (A) limit in any material respect the freedom ability of the Business Company to compete in any line of business or with any Person or in any areageographic area or during any period of time or (B) contain exclusivity, minimum purchase or supply commitments involving purchases of more than $10,000 per year, most-favored-nation, non-solicitation or similar obligations or restrictions binding on the Company or that would be binding on Buyer or any of its Affiliates after the Closing; and (viii) all settlement, conciliation or similar agreements with any Governmental Authority or pursuant to which the Company is obligated to satisfy any obligation after the date of this Agreement; (ix) all agreements under which the Company has advanced or loaned, or agreed to advance or loan, any Person (other than confidentiality agreements entered into in the ordinary course of business consistent with past practice; or (xiCompany) any other agreement not required to be disclosed pursuant to clauses (i) through amount in excess of $10,000; and (x) above the termination all distribution, supply, manufacturing, joint venture, partnership, or lapse of which would reasonably be expected to have a Material Adverse Effectsimilar agreements or arrangements. (b) Each Contract required to be Except as set forth in on Section 3.10 3.09(b) of the Disclosure Schedule Schedules, each Material Contract is in full force and effect and is a valid and binding agreement of the Company, as applicable, and neither the Company, Seller or its applicable Subsidiary, and, to the knowledge of Seller, the other parties thereto and is in full force and effect. None of Seller or any of its Subsidiaries or, to the knowledge of Seller, nor any other party thereto is in breach of, or default or breach in any respect under the terms of, or has provided or received any notice of any such Contractintention to terminate, except for any such defaults or breaches which would notMaterial Contract. (c) Seller has provided to Buyer a fully executed, individually or in true, correct and complete copy of each of the aggregateMaterial Contracts, reasonably be expected to have a Material Adverse Effectincluding any amendments thereto.

Material Contracts. (a) With respect to Section 3.08(a) of the BusinessDisclosure Schedules lists each of the following Contracts of the Acquired Companies (such Contracts, neither Seller nor together with all Contracts concerning the occupancy, management or operation of any Real Property (including without limitation, brokerage contracts) listed or otherwise disclosed in Section 3.09(b) of its Subsidiaries is a party to or bound by:the Disclosure Schedules, being “Material Contracts”): (i) any lease (whether each Contract of real or personal property) requiring (A) annual rentals an Acquired Company involving aggregate consideration in excess of $5,000,000 or more or (B) aggregate payments by or to Seller 25,000 and its Subsidiaries of $10,000,000 or morewhich, in the case of each of clauses (A) and (B) that case, cannot be terminated on not cancelled by the Acquired Company without penalty or without more than 120 60 calendar days’ notice without payment by any of Seller or its Subsidiaries of any material penaltynotice; (ii) except for the agreements described in clause (iii) below, any agreement for the all Contracts that require an Acquired Company to purchase of materials, supplies, goods, services, equipment or other assets, or any other agreement under which either (A) since January 1, 2005 there have been payments to or by Seller or any of its Subsidiaries of $5,000,000 or more or (B) aggregate payments to or by Seller or any of its Subsidiaries of $10,000,000 or more are required, in each case that cannot be terminated on not more than 120 days’ notice without payment by Seller or any of its Subsidiaries total requirements of any material penaltyproduct or service from a third party or that contain “take or pay” provisions; (iii) except all Contracts that provide for the agreements described in clause (ii) aboveindemnification by an Acquired Company of any Person or the assumption of any Tax, any sales, distribution environmental or other similar agreement providing for the sale to or by Seller or Liability of any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments by or to Seller or any of its Subsidiaries of $5,000,000 or morePerson; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating all Contracts that relate to the acquisition or disposition of any business business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise); (v) or any assets involving consideration in excess of $5,000,000all broker, except for purchases of inventorydistributor, capital expenditures or dealer, manufacturer’s representative, franchise, agency, sales of inventory or obsolete equipmentpromotion, in each case in the ordinary course of business consistent with past practicesmarket research, marketing consulting and advertising Contracts to which an Acquired Company is a party; (vi) any agreement relating all employment agreements and Contracts with independent contractors or consultants (or similar arrangements) to the incurrence of Indebtedness, except any such agreement (A) with which an aggregate outstanding principal amount Acquired Company is a party and which are not exceeding $5,000,000 cancellable without material penalty or (B) entered into subsequent to the date of, and not in violation of, this Agreementwithout more than 60 calendar days’ notice; (vii) any material agreement between the Business on the one handexcept for Contracts relating to trade receivables, and other business units all Contracts relating to Indebtedness (including, without limitation, guarantees) of Seller or any Affiliate of Seller, on the other hand, that will not be terminated at or prior to the Closing without creation of any liability that would be an Assumed LiabilityAcquired Company; (viii) any employment, deferred compensation, severance, retirement or other similar agreement entered into all Contracts with any executive Business Employee or Governmental Authority to which an Acquired Company is a party, including any other Business Employee whose annual base salary exceeds $125,000closing agreement with a Tax authority (each a “Government Contract”); (ix) any agreement relating all Contracts that limit or purport to limit the extension of Indebtedness to, or the making ability of an equity investment in, any Person, in each case in excess of $5 million in the aggregate, other than the creation of accounts receivable in the ordinary course of business; (x) any agreement that limits in any material respect the freedom of the Business Acquired Company to compete in any line of business or with any Person or in any areageographic area or during any period of time; (x) any Contracts to which an Acquired Company is a party that provide for any joint venture, other than confidentiality agreements entered into in partnership or similar arrangement by the ordinary course of business consistent with past practice; orAcquired Company; (xi) all Contracts between or among an Acquired Company on the one hand and Seller or any Affiliate of Seller (other than the Acquired Company) on the other hand; (xii) all collective bargaining agreements or Contracts with any Union to which an Acquired Company is a party; and (xiii) any other agreement Contract that is material to an Acquired Company and not required to be previously disclosed pursuant to clauses (i) through (x) above the termination or lapse of which would reasonably be expected to have a Material Adverse Effectthis Section 3.08. (b) Each Material Contract required to be set forth in Section 3.10 of the Disclosure Schedule is a valid and binding agreement of Seller or on the Acquired Company party thereto in accordance with its applicable Subsidiary, and, to the knowledge of Seller, the other parties thereto terms and is in full force and effect. None of Seller or any of its Subsidiaries the Acquired Company party thereto or, to the knowledge of Seller’s Knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under) in any respect under the terms material respect, or has provided or received any notice of any such intention to terminate, any Material Contract. No event or circumstance has occurred that, except for with notice or lapse of time or both, would constitute an event of default under any such defaults Material Contract or breaches which result in a termination thereof or would notcause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. Complete and correct copies of each Material Contract (including all modifications, individually or in the aggregate, reasonably be expected amendments and supplements thereto and waivers thereunder) have been made available to have a Material Adverse EffectBuyer.

Material Contracts. (a) With respect Section 4.15(a) of the Sellers Disclosure Letter (which is arranged in subsections to correspond to the Business, neither Seller nor subsections of this Section 4.15(a)) sets forth the following Contracts as of the date hereof (other than any of its Subsidiaries such Contract solely by or among the NGX/Shorcan Companies) to which any NGX/Shorcan Company is a party or by which it is bound or to which its assets or bound by:properties is subject (collectively, the “Material Contracts”): (i) any lease (whether of real or personal property) requiring (A) annual rentals of $5,000,000 or more or (B) aggregate payments by or to Seller and its Subsidiaries of $10,000,000 or more, in the case of each of clauses (A) and (B) that cannot be terminated on not more than 120 days’ notice without payment by any of Seller or its Subsidiaries of any material penaltyContract for Indebtedness; (ii) except for the agreements described in clause (iii) below, any agreement for the purchase of materials, supplies, goods, services, equipment or other assets, or any other agreement Contracts under which either (A) since January 1, 2005 there have been payments to any NGX/Shorcan Company has advanced or by Seller or loaned any of its Subsidiaries Person any amounts in excess of $5,000,000 or more or (B) aggregate payments to or by Seller or any of its Subsidiaries of $10,000,000 or more are required, in each case that cannot be terminated on not more than 120 days’ notice without payment by Seller or any of its Subsidiaries of any material penalty250,000; (iii) except for the agreements described in clause (ii) aboveany joint venture, any salespartnership, distribution limited liability company, shareholder, or other similar agreement providing for Contract or arrangements relating to the sale to formation, creation, operation, management or by Seller control of any partnership, strategic alliance or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments by or to Seller or any of its Subsidiaries of $5,000,000 or morejoint venture with a third party; (iv) any material partnershipContract or series of related Contracts, joint venture or other similar agreement or arrangement; (v) including any agreement option agreement, entered into in the past three years relating to the acquisition or disposition by an NGX/Shorcan Company of any business or asset (whether by merger, sale of stock, sale of assets or otherwise) or any assets involving for aggregate consideration in excess of $5,000,000, except 1,000,000; (v) any Contract for purchases the voting of inventory, capital expenditures or sales Securities of inventory or obsolete equipment, in each case in the ordinary course of business consistent with past practicesany NGX/Shorcan Company; (vi) any agreement relating Contract (including any exclusivity agreement) that purports to limit or restrict in any material respect either the incurrence type of Indebtedness, except business in which any such agreement (A) with an aggregate outstanding principal amount not exceeding $5,000,000 NGX/Shorcan Company may engage or (B) entered into subsequent to the date of, and not manner or locations in violation of, this Agreementwhich any of them may so engage in any business or would require the disposition of any assets or any line of business of any NGX/Shorcan Company; (vii) any Contract with a non-solicitation or non-compete provision that purports to limit or restrict in any respect any NGX/Shorcan Company; (viii) any Contract with a “most-favored-nations” pricing provision or that purports to limit or restrict in any material agreement respect any NGX/Shorcan Company; (ix) any Contract, other than such Contracts entered into in the Ordinary Course, under which (A) any Person (other than any NGX/Shorcan Company) has directly or indirectly guaranteed or provided an indemnity in respect of any liabilities, obligations or commitments of any NGX/Shorcan Company or (B) any NGX/Shorcan Company has directly or indirectly guaranteed or provided an indemnity in respect of liabilities, obligations or commitments of any other Person (other than any NGX/Shorcan Company) (in each case other than endorsements for the purpose of collection in a commercially reasonable manner consistent with industry practice), unless such guarantor or indemnity obligation is less than $500,000; (x) any Contract under which any NGX/Shorcan Company has granted any Person registration rights (including demand and piggy-back registration rights); (xi) other than commercially available “off-the-shelf” Software and any other Software that is readily substitutable (without causing material disruption or materially increased cost) in the operation of the Business, any material Contract under which (A) any NGX/Shorcan Company has granted any license, sublicense or other permission to any Person to use any Acquired Intellectual Property, except that non-exclusive licenses to customers of the NGX/Shorcan Companies in the Ordinary Course are not required to be scheduled in subsection (xi) of Section 4.15(a) of the Sellers Disclosure Letter but are nevertheless included in the definition of Material Contracts herein; or (B) any Person has granted any license, sublicense or other permission to any NGX/Shorcan Company to use any Intellectual Property other than Owned Intellectual Property; (xii) any Contract that involves or would reasonably be expected to involve expenditures of, or receipts by, any NGX/Shorcan Company in excess of $1,500,000 in the aggregate per any calendar year; (xiii) any material Contract with any Governmental Authority; (xiv) any Contract between the Business or among an NGX/Shorcan Company, on the one hand, and other business units of any Seller (or any Affiliate of Sellerthereof), on the other hand, that will not be terminated at or prior to the Closing without creation of any liability that would be an Assumed Liability; (viiixv) any employmentLease for an NGX/Shorcan Leased Real Property, deferred compensation, severance, retirement or other similar agreement entered into with any executive Business Employee or and any other Business Employee whose annual base salary exceeds $125,000Contract that relates in any way to the occupancy or use of any of the NGX/Shorcan Leased Real Property; (ixxvi) any employment agreement relating to the extension of Indebtedness to, or the making of an equity investment in, any Person, in each case outstanding offer letter that provides for annual compensation in excess of $5 million 200,000 or for notice of termination, pay in the aggregatelieu of notice, other than the creation severance pay or a change of accounts receivable in the ordinary course of businesscontrol payment that exceeds statutory requirements; (xxvii) any agreement that limits in Contract under which an NGX/Shorcan Company has permitted any material respect the freedom asset to become subject to a Lien (other than a Permitted Lien); (xviii) any outstanding general or special powers of attorney executed by or on behalf of an NGX/Shorcan Company; (xix) (A) any customer Contract with a customer listed in Section 4.23 of the Business to compete Sellers Disclosure Letter and (B) any supplier Contract with a supplier listed in any line Section 4.23 of business or with any Person or in any area, other than confidentiality agreements entered into in the ordinary course of business consistent with past practiceSellers Disclosure Letter; orand (xixx) any other agreement not required to be disclosed pursuant to clauses (i) through (x) above Contract the termination or lapse breach of which or the failure to obtain consent in respect of which would reasonably be expected to have a Business Material Adverse Effect. (b) Each (i) No NGX/Shorcan Company is and, to the Knowledge of Sellers, no other party is, in breach or violation of, or in default under, any Material Contract, except as would not be material to the Business, (ii) each Material Contract required to be set forth in Section 3.10 of the Disclosure Schedule is a valid and binding agreement of Seller the NGX/Shorcan Companies, as the case may be, enforceable in accordance with its terms, except for the Enforceability Exceptions, (iii) to the Knowledge of Sellers, no event has occurred or its applicable Subsidiarybeen threatened in writing which would result in a breach or violation of, or a default under, any Material Contract (in each case, with or without notice or lapse of time or both), except as would not be material to the Business, and (iv) each Material Contract (including all modifications and amendments thereto and waivers thereunder) is in full force and effect with respect to the NGX/Shorcan Companies, as applicable, and, to the knowledge Knowledge of SellerSellers, with respect to the other parties thereto thereto, and is in full force an accurate and effect. None complete copy of Seller which has been delivered or any of its Subsidiaries or, made available to the knowledge of Seller, any other party thereto is in default or breach in any respect under the terms of any such Contract, except for any such defaults or breaches which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectPurchaser.

Material Contracts. (a) With respect Schedule 4.10(a) contains an accurate and complete list of each of the following Contracts to the Business, neither which Seller nor any of its Subsidiaries is a party to or bound by:(the "Material Contracts"): (i) any lease (whether of real Contracts for the future acquisition or personal property) requiring (A) annual rentals of $5,000,000 or more or (B) aggregate payments by or to Seller and its Subsidiaries of $10,000,000 or more, in the case of each of clauses (A) and (B) that cannot be terminated on not more than 120 days’ notice without payment by any of Seller or its Subsidiaries sale of any material penaltyassets or the furnishings of any services; (ii) except for the agreements described Contracts which involve expenditures or receipts in clause (iii) below, any agreement for the purchase of materials, supplies, goods, services, equipment or other assets, or any other agreement under which either (A) since January 1, 2005 there have been payments to or by Seller or any of its Subsidiaries excess of $5,000,000 or more or (B) aggregate payments to or by Seller or any of its Subsidiaries of $10,000,000 or more are required, in each case that cannot be terminated on not more than 120 days’ notice without payment by Seller or any of its Subsidiaries of any material penalty25,000; (iii) except for Contracts entered into after the agreements described in clause (ii) above, any sales, distribution date and time of the filing of the Bankruptcy Case which involve expenditures or other similar agreement providing for the sale to or by Seller or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments receipts by or to Seller or any of its Subsidiaries in excess of $5,000,000 or more25,000, other than any Contract that can be terminated by Seller upon less than 30 days' prior notice without penalty; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any agreement Contracts relating to the acquisition or disposition by Seller of any business operating business, product line or a material amount of assets, or the acquisition by Seller of capital stock of any other Person; (whether by mergerv) Contracts with any current or former officer, sale director or employee of stock, sale of assets or otherwise) or any assets involving consideration in excess of $5,000,000, except for purchases of inventory, capital expenditures or sales of inventory or obsolete equipment, in each case in the ordinary course of business consistent with past practicesSeller; (vi) Contracts with any agreement relating to the incurrence of Indebtedness, except any such agreement (A) with an aggregate outstanding principal amount not exceeding $5,000,000 labor union or (B) entered into subsequent to the date of, and not in violation of, this Agreementassociation representing employees; (vii) Contracts requiring the payment by or to Seller of a royalty or similar commission or fee of more than $25,000 in any material agreement between the Business on the one hand, and other business units of Seller or any Affiliate of Seller, on the other hand, that will not be terminated at or prior to the Closing without creation of any liability that would be an Assumed Liability12-month period; (viii) any employment, deferred compensation, severance, retirement or other similar agreement entered into with any executive Business Employee or any other Business Employee whose annual base salary exceeds $125,000Contracts relating to the borrowing of money pursuant to which Seller will remain obligated after the Closing; (ix) any agreement Contracts (A) relating to the extension creation of Indebtedness to, Liens or the making guarantee of an equity investment in, the payment of Liabilities and Costs or performance of obligations of any Person, in each case in excess of $5 million in the aggregate, other than the creation of accounts receivable in the ordinary course of businessPerson by Seller and (B) constituting Assumed Contracts; (x) any agreement that limits Contracts for the lease of property from or to third parties involving annual payments in any material respect one case of more than $25,000; (xi) all individual customer orders in excess of $25,000; (xii) Contracts with Affiliates; and (xiii) Contracts containing covenants of Seller prohibiting or materially limiting the freedom of the Business right to compete in any line of business or restricting its ability to conduct any business with any Person or in any geographical area, other than confidentiality agreements entered into in the ordinary course of business consistent with past practice; or (xi) any other agreement not required to be disclosed pursuant to clauses (i) through (x) above the termination or lapse of which would reasonably be expected to have a Material Adverse Effect. (b) Each Upon Closing, each Material Contract required (other than those which will have terminated or expired on or prior to be set forth the Closing Date in Section 3.10 of the Disclosure Schedule accordance with their terms) which constitutes an Assumed Contract is in full force and effect and is a valid and binding agreement obligation of Seller or its applicable Subsidiary, and, to the knowledge of Seller, and the other parties thereto thereto, enforceable in accordance with its terms. True, correct and is in full force and effect. None of Seller or any of its Subsidiaries complete copies (or, if oral, written summaries) of each Assumed Contract has been delivered or made available to the knowledge of Seller, any other party thereto is in default or breach in any respect under the terms of any such Contract, except for any such defaults or breaches which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectPurchaser.

Material Contracts. (a) With respect Schedule 4.12(a) sets forth a true, correct and complete list of, and Newegg has made available to the BusinessLLIT (including written summaries of oral Contracts), neither Seller nor true, correct and complete copies of, each Contract to which any Newegg Subsidiary is a party or by which any Newegg Subsidiary, or any of its Subsidiaries properties or assets are bound or affected, which (i) creates or imposes a Liability greater than $250,000, (ii) may not be cancelled by a Newegg Subsidiary on less than sixty (60) days’ prior notice without payment of a material penalty or termination fee or (iii) prohibits, prevents, restricts or impairs in any material respect any business practice of a Newegg Subsidiary as its business as is currently conducted (each contract required to be set forth on Schedule 4.12(a), a party to or bound by“Newegg Material Contract”) that: (i) contains covenants that limit the ability of any lease (whether of real or personal property) requiring Newegg Subsidiary (A) annual rentals of $5,000,000 or more or (B) aggregate payments by or to Seller and its Subsidiaries of $10,000,000 or more, in the case of each of clauses (A) and (B) that cannot be terminated on not more than 120 days’ notice without payment by any of Seller or its Subsidiaries of any material penalty; (ii) except for the agreements described in clause (iii) below, any agreement for the purchase of materials, supplies, goods, services, equipment or other assets, or any other agreement under which either (A) since January 1, 2005 there have been payments to or by Seller or any of its Subsidiaries of $5,000,000 or more or (B) aggregate payments to or by Seller or any of its Subsidiaries of $10,000,000 or more are required, in each case that cannot be terminated on not more than 120 days’ notice without payment by Seller or any of its Subsidiaries of any material penalty; (iii) except for the agreements described in clause (ii) above, any sales, distribution or other similar agreement providing for the sale to or by Seller or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments by or to Seller or any of its Subsidiaries of $5,000,000 or more; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) or any assets involving consideration in excess of $5,000,000, except for purchases of inventory, capital expenditures or sales of inventory or obsolete equipment, in each case in the ordinary course of business consistent with past practices; (vi) any agreement relating to the incurrence of Indebtedness, except any such agreement (A) with an aggregate outstanding principal amount not exceeding $5,000,000 or (B) entered into subsequent to the date of, and not in violation of, this Agreement; (vii) any material agreement between the Business on the one hand, and other business units of Seller or any Affiliate of Seller, on the other hand, that will not be terminated at or prior to the Closing without creation of any liability that would be an Assumed Liability; (viii) any employment, deferred compensation, severance, retirement or other similar agreement entered into with any executive Business Employee or any other Business Employee whose annual base salary exceeds $125,000; (ix) any agreement relating to the extension of Indebtedness to, or the making of an equity investment in, any Person, in each case in excess of $5 million in the aggregate, other than the creation of accounts receivable in the ordinary course of business; (x) any agreement that limits in any material respect the freedom of the Business to compete in any line of business or with any Person or in any areageographic area or to sell, or provide any service or product or solicit any Person, including any non-competition covenants, employee and customer non-solicit covenants, exclusivity restrictions, rights of first refusal or most-favored pricing clauses or (B) to purchase or acquire an interest in any other Person; (ii) involves any joint venture, profit-sharing, partnership, limited liability company or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture; (iii) involves any exchange traded, over the counter or other swap, cap, floor, collar, futures contract, forward contract, option or other derivative financial instrument or Contract, based on any commodity, security, instrument, asset, rate or index of any kind or nature whatsoever, whether tangible or intangible, including currencies, interest rates, foreign currency and indices; (iv) evidences Indebtedness (whether incurred, assumed, guaranteed or secured by any asset) of any Newegg Subsidiary having an outstanding principal amount in excess of $250,000; (v) involves the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets with an aggregate value in excess of $250,000 (other than confidentiality agreements in the ordinary course of business consistent with past practice) or shares or other equity interests in or of another Person; (vi) relates to any merger, consolidation or other business combination with any other Person or the acquisition or disposition of any other entity or its business or material assets or the sale of any Newegg Subsidiary, its business or material assets; (vii) by its terms, individually or with all related Contracts, calls for aggregate payments or receipts by the Newegg Subsidiaries under such Contract or Contracts of more than $250,000 in the aggregate; (viii) obligates the Newegg Subsidiaries to provide continuing indemnification or a guarantee of obligations of a third party after the date hereof in excess of $250,000; (ix) is between any Newegg Subsidiary and any Top Customer or Top Supplier (other than in the ordinary course of business); (x) is between any Newegg Subsidiary and any directors, officers or employees of a Newegg Subsidiary (other than at-will employment arrangements with employees entered into in the ordinary course of business consistent with past practice), including all non-competition, severance and indemnification agreements, or any Related Person; (xi) obligates the Newegg Subsidiaries to make any capital commitment or expenditure in excess of $250,000 (including pursuant to any joint venture); (xii) relates to a material settlement entered into within three (3) years prior to the date of this Agreement or under which any Newegg Subsidiary has outstanding obligations (other than customary confidentiality obligations or in the ordinary course of business); (xiii) provides another Person (other than another Newegg Subsidiary or any manager, director or officer of any Newegg Subsidiary) with a power of attorney; (xiv) relates to the development, ownership, licensing or use of any Intellectual Property by, to or from any Newegg Subsidiary, other than Off-the-Shelf Software Agreements; or (xixv) is otherwise material to any other agreement Newegg Subsidiary and not required to be disclosed pursuant to described in clauses (i) through (xxiv) above the termination or lapse of which would reasonably be expected to have a Material Adverse Effectabove. (b) Each With respect to each Newegg Material Contract: (i) such Newegg Material Contract required to be set forth in Section 3.10 of the Disclosure Schedule is a valid and binding agreement of Seller or its applicable Subsidiary, and enforceable in all material respects against the Newegg Subsidiary party thereto (subject to the Enforceability Exceptions) and, to the knowledge Knowledge of SellerNewegg, the each other parties thereto party thereto, and is in full force and effect. None effect (except as such enforcement may be limited by the Enforceability Exceptions); (ii) neither the execution of Seller this Agreement nor the consummation of the transactions contemplated by this Agreement will affect the validity or enforceability of any Newegg Material Contract in any material respect; (iii) no Newegg Subsidiary is in breach or default in any material respect, and no event has occurred that with the passage of its Subsidiaries time or giving of notice or both would constitute a breach or default in any material respect by any Newegg Subsidiary, or permit termination or acceleration by the other party thereto, under such Newegg Material Contract; (iv) to the Knowledge of Newegg, no other party to such Newegg Material Contract is in breach or default in any material respect, and no event has occurred that with the passage of time or giving of notice or both would constitute such a breach or default by such other party in any material respect, or permit termination or acceleration by any Newegg Subsidiary, under such Newegg Material Contract; (v) no Newegg Subsidiary has received written or, to the knowledge Knowledge of SellerNewegg, oral notice of an intention by any other party to any such Newegg Material Contract that provides for a continuing obligation by any party thereto is in default to terminate such Newegg Material Contract or breach in any respect under amend the terms thereof, other than modifications in the ordinary course of business that do not materially adversely affect any Newegg Subsidiary; and (vi) no Newegg Subsidiary has waived any material rights under any such Newegg Material Contract, except for any such defaults or breaches which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Material Contracts. (a) With respect Section 4.07(a) of the Disclosure Schedules lists all of the Contracts that are material to Seller’s business (such Contracts, together with all Leases listed or otherwise disclosed in Section 4.10(b) of the BusinessDisclosure Schedules and all Intellectual Property Agreements set forth in Section 4.11(b) of the Disclosure Schedules, neither Seller nor any of its Subsidiaries is a party to or bound bybeing “Material Contracts”), including the following Contracts: (i) any all current purchase orders or other current Contracts for the sale or lease (whether of real or personal property) requiring (A) annual rentals of $5,000,000 or more or (B) aggregate payments by or to Seller and its Subsidiaries of $10,000,000 or morea Quickload, in the case of each of clauses (A) and (B) that cannot be terminated on not more than 120 days’ notice without payment by any of Seller or its Subsidiaries of any material penaltyQuickstand Silo and/or Quickstand Trailer; (ii) except for the agreements described all Contracts involving aggregate consideration in clause (iii) below, any agreement for the purchase of materials, supplies, goods, services, equipment or other assets, or any other agreement under which either (A) since January 1, 2005 there have been payments to or by Seller or any of its Subsidiaries excess of $5,000,000 or more or (B) aggregate payments to or by Seller or any of its Subsidiaries of $10,000,000 or more are required25,000 and which, in each case that case, cannot be terminated on not cancelled without penalty or without more than 120 90 days’ notice without payment by Seller or any of its Subsidiaries of any material penaltynotice; (iii) except all Contracts that provide for the agreements described indemnification of any Person (other than the applicable standard terms and conditions of sale or lease of Seller, which are set forth in clause (iiSection 4.12(b) above, of the Disclosure Schedules) or the assumption of any sales, distribution Tax or other similar agreement providing for the sale to or by Seller or Liability of any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments by or to Seller or any of its Subsidiaries of $5,000,000 or morePerson; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating all Contracts that relate to the acquisition or disposition of any business or a material amount of stock or assets of any other Person (whether by merger, sale of stock, sale of assets or otherwise); (v) or any assets involving consideration in excess of $5,000,000all broker, except for purchases of inventorydistributor, capital expenditures or dealer, manufacturer’s representative, franchise, agency, sales of inventory or obsolete equipmentpromotion, in each case in the ordinary course of business consistent with past practicesmarket research, marketing consulting and advertising Contracts; (vi) any agreement relating to the incurrence of Indebtedness, except any such agreement all employment agreements and Contracts with independent contractors or consultants (Aor similar arrangements) with an aggregate outstanding principal amount which are not exceeding $5,000,000 cancellable without material penalty or without more than thirty (B30) entered into subsequent to the date of, and not in violation of, this Agreementdays’ notice; (vii) any material agreement between the Business on the one handexcept for Contracts relating to trade receivables, and other business units of Seller or any Affiliate of Sellerall Contracts relating to indebtedness (including, on the other handwithout limitation, that will not be terminated at or prior to the Closing without creation of any liability that would be an Assumed Liabilityguarantees); (viii) any employment, deferred compensation, severance, retirement or other similar agreement entered into all Contracts with any executive Business Employee or any other Business Employee whose annual base salary exceeds $125,000Governmental Authority; (ix) any agreement relating all Contracts that limit or purport to limit the extension ability of Indebtedness toSeller or, or the making of an equity investment into Seller's Knowledge, any Person, in each case in excess of $5 million in the aggregate, other than the creation of accounts receivable in the ordinary course of business; (x) any agreement that limits in any material respect the freedom of the Business Key Employee to compete in any line of business or with any Person or in any areageographic area or during any period of time; (x) all joint venture, other than confidentiality agreements entered into in the ordinary course of business consistent with past practice; orpartnership or similar Contracts; (xi) all Contracts for the sale of any other agreement not required of the Purchased Assets or for the grant to be disclosed pursuant any Person of any option, right of first refusal or preferential or similar right to clauses purchase any of the Purchased Assets; and (ixii) through (x) above the termination all collective bargaining agreements or lapse of which would reasonably be expected to have a Material Adverse EffectContracts with any union. (b) Each Material Contract required to be set forth in Section 3.10 of the Disclosure Schedule is a valid and binding agreement of on Seller or in accordance with its applicable Subsidiary, and, to the knowledge of Seller, the other parties thereto terms and is in full force and effect. None of Seller or any of its Subsidiaries or, to the knowledge of Seller’s Knowledge, any other party thereto is in breach of or default beyond any applicable cure period under (or is alleged to be in breach in of or default beyond any respect under the terms applicable cure period under), or has provided or received any notice of any intention to terminate, any Material Contract. To Seller's Knowledge, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. Complete and correct copies of each Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to Buyer. There are no material disputes pending or, to Seller's Knowledge, threatened under any Material Contract. (c) Except for standard employee benefits generally made available to all employees, (i) no employee or any family member of such ContractPerson (A) owes any amount to Seller, except and Seller does not owe any amount to, and it has not committed to make any material loan or extend or guarantee credit to or for the benefit of, any such defaults Person, (B) has directly or breaches which would notindirectly purchased, individually acquired or leased any property, rights or services from, or sold, transferred or leased any property, rights or services to Seller; (C) has directly or indirectly entered into or been subject to any Material Contract with Seller; or (D) has directly or indirectly received any financial or other benefits from Seller, other than the payment of compensation for services rendered in the aggregateordinary course of business; and (ii) no officer, reasonably be expected manager, shareholder, director, employee or Affiliate of Seller, or any family member of such Person (A) owns or has any rights in or to have any Intellectual Property or Software used by Seller in or as a Material Adverse Effectpart of Seller’s business; or (B) owns, has any interest in or any rights to, and has administrative or operational control over any domain names, social media accounts or websites used (or formerly used) in connection with Seller’s business, or that use or include any of Seller’s Trademarks, or any name or mxxx confusingly similar thereto.

Material Contracts. (a) With respect to Except as set forth on Schedule 3.13 of the BusinessContributor Disclosure Schedule, neither Seller nor any as of its Subsidiaries the Execution Date, no Acquired Company is a party to or bound byby any Contract that: (i) any lease (whether of real or personal property) requiring relates to (A) the purchase of materials, supplies, goods, services or other assets, (B) the purchase, sale, transporting, gathering, processing, compression, treating or storing of natural gas, condensate or other liquid or gaseous hydrocarbons or the products therefrom, or the provision of services related thereto or (C) the construction of capital assets, in the cases of clauses (A), (B) and (C) that (1) provides for either (x) annual rentals payments by or to the applicable Acquired Company in excess of $5,000,000 or more 2,000,000 or (By) aggregate payments by or to Seller and its Subsidiaries all applicable Acquired Companies in excess of $10,000,000 or more, in the case of each of clauses (A) 2,000,000 and (B2) that cannot be terminated by the applicable Acquired Company on not more than 120 90 days’ or less notice without payment by any of Seller or its Subsidiaries the applicable Acquired Company of any material penalty; (ii) except for the agreements described in clause (iii) beloweach natural gas transportation, any agreement for the purchase of materialsgathering, suppliestreating, goodsprocessing, servicescompression, equipment storing or other assets, Contract and each natural gas purchase Contract that individually involves annual revenues or any other agreement under which either (A) since January 1, 2005 there have been payments by or to or by Seller or any of its Subsidiaries the Acquired Companies in excess of $5,000,000 or more or (B) aggregate payments to or by Seller or any of its Subsidiaries of $10,000,000 or more are required, in each case that cannot be terminated on not more than 120 days’ notice without payment by Seller or any of its Subsidiaries of any material penalty2,000,000; (iii) except for contains any provision or covenant, which after the agreements described Closing will apply to the business of the Acquired Companies, materially restricting any Acquired Company from engaging in clause (ii) above, any sales, distribution lawful business activity or other similar agreement providing for the sale to or by Seller or competing with any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments by or to Seller or any of its Subsidiaries of $5,000,000 or morePerson; (iv) (A) relates to the creation, incurrence, assumption, or guarantee of any material partnership, joint venture indebtedness for borrowed money by any Acquired Company or other similar agreement or arrangement(B) creates a capitalized lease obligation; (v) relates to any agreement relating commodity or interest rate swap, cap or collar agreements or other similar hedging or derivative transactions; (vi) is in respect of the formation of any partnership or joint venture or otherwise relates to the joint ownership or operation of the assets owned by any Acquired Company; (vii) includes the acquisition or disposition sale of any business assets with a book value in excess of $1,000,000 (whether by merger, sale of stockany equity interest, sale of assets or otherwise) or any assets involving consideration in excess of $5,000,000, except for purchases of inventory, capital expenditures or sales of inventory or obsolete equipment, in each case in the ordinary course of business consistent with past practices; (vi) any agreement relating to the incurrence of Indebtedness, except any such agreement (A) with an aggregate outstanding principal amount not exceeding $5,000,000 or (B) entered into subsequent to the date of, and not in violation of, this Agreement; (vii) any material agreement between the Business on the one hand, and other business units of Seller or any Affiliate of Seller, on the other hand, that will not be terminated at or prior to the Closing without creation of any liability that would be an Assumed Liability); (viii) involves a sharing of profits, losses, costs or liabilities by any employment, deferred compensation, severance, retirement or other similar agreement entered into Acquired Company with any executive Business Employee or any other Business Employee whose annual base salary exceeds $125,000;Person; or (ix) otherwise involves the payment by or to any agreement relating to the extension Acquired Company of Indebtedness to, or the making of an equity investment in, any Person, in each case in excess of more than $5 million 2,000,000 in the aggregate, other than aggregate and cannot be terminated by the creation applicable Acquired Company on 90 days’ or less notice without payment by the applicable Acquired Company of accounts receivable in the ordinary course of business; (x) any agreement that limits in any material respect the freedom of the Business to compete in any line of business or with any Person or in any area, other than confidentiality agreements entered into in the ordinary course of business consistent with past practice; or (xi) any other agreement not required to be disclosed pursuant to clauses (i) through (x) above the termination or lapse of which would reasonably be expected to have a Material Adverse Effectpenalty. (b) Each Contract required to be set forth in disclosed pursuant to Section 3.10 of 3.13(a) (collectively, the Disclosure Schedule “Company Material Contracts”) is a valid and legally binding agreement obligation of Seller or its applicable Subsidiaryeach Acquired Company that is a party thereto, and, to the knowledge of Seller, the other parties thereto and is in full force and effect. None of Seller or any of effect and enforceable in accordance with its Subsidiaries orterms against the applicable Acquired Company and, to the knowledge Knowledge of Sellerthe Contributor, the other parties thereto, except, in each case, as enforcement may be limited by Creditors’ Rights. The Contributor has made available to the Regency Parties a true and complete copy of each Company Material Contract to which the Contributor has the right to provide to the Regency Parties. (c) None of the Acquired Companies nor, to the Knowledge of the Contributor, any other party thereto to any Company Material Contract is in violation, default or breach in any material respect under the terms of any such Company Material Contract and no event has occurred that with the giving of notice or the passage of time or both would constitute a violation, breach or default in any material respect by any Acquired Company or, to the Knowledge of the Contributor, any other party to any Company Material Contract, except for or would permit termination, modification or acceleration under any such defaults Company Material Contract. (d) Except as set forth on Schedule 3.13(d), no Acquired Company has received written or, to the Knowledge of Contributor, verbal notice that any current supplier, shipper or breaches which would not, individually customer intends to amend or in discontinue a business relationship (including termination of a Company Material Contract) with the aggregate, applicable Acquired Company that could reasonably be expected to have a Material Adverse Effectgenerate revenues for such Acquired Company or pursuant to which such Acquired Company could reasonably be expected to incur costs, in either case of $500,000 or more in the aggregate.

Material Contracts. (a) With respect to Section 3.24(a) of the Business, neither Seller nor Disclosure Schedules lists each of the following Contracts (x) by which any of its Subsidiaries the Purchased Assets are bound or affected or (y) to which Seller is a party or by which it is bound in connection with the business of the Seller or the Purchased Assets (such Contracts, together with all Contracts relating to or bound by:Intellectual Property set forth in Section 3.07 of the Disclosure Schedules, being "Material Contracts"): (i) any lease (whether of real or personal property) requiring (A) annual rentals all Contracts involving aggregate consideration in excess of $5,000,000 or more or (B) aggregate payments by or to Seller 15,000 and its Subsidiaries of $10,000,000 or morewhich, in the case of each of clauses (A) and (B) that case, cannot be terminated on not cancelled without penalty or without more than 120 30 days’ notice without payment by any of Seller or its Subsidiaries of any material penalty' notice; (ii) except for all Contracts that require Seller to purchase or sell a stated portion of the agreements described in clause (iii) below, any agreement for requirements or outputs of the purchase of materials, supplies, goods, services, equipment Seller's business or other assets, that contain "take or any other agreement under which either (A) since January 1, 2005 there have been payments to or by Seller or any of its Subsidiaries of $5,000,000 or more or (B) aggregate payments to or by Seller or any of its Subsidiaries of $10,000,000 or more are required, in each case that cannot be terminated on not more than 120 days’ notice without payment by Seller or any of its Subsidiaries of any material penaltypay" provisions; (iii) except all Contracts that provide for the agreements described in clause (ii) aboveindemnification of any Person or the assumption of any Tax, any sales, distribution environmental or other similar agreement providing for the sale to or by Seller or Liability of any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments by or to Seller or any of its Subsidiaries of $5,000,000 or morePerson; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating all Contracts that relate to the acquisition or disposition of any business business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise); (v) or any assets involving consideration in excess of $5,000,000all broker, except for purchases of inventorydistributor, capital expenditures or dealer, manufacturer's representative, franchise, agency, sales of inventory or obsolete equipmentpromotion, in each case in the ordinary course of business consistent with past practicesmarket research, marketing consulting and advertising Contracts; (vi) any agreement relating to the incurrence of Indebtedness, except any such agreement all employment agreements and Contracts with independent contractors or consultants (Aor similar arrangements) with an aggregate outstanding principal amount and which are not exceeding $5,000,000 cancellable without material penalty or (B) entered into subsequent to the date of, and not in violation of, this Agreementwithout more than 30 days' notice; (vii) any material agreement between the Business on the one handexcept for Contracts relating to trade receivables, and other business units of Seller or any Affiliate of Sellerall Contracts relating to indebtedness (including, on the other handwithout limitation, that will not be terminated at or prior to the Closing without creation of any liability that would be an Assumed Liabilityguarantees); (viii) any employment, deferred compensation, severance, retirement or other similar agreement entered into all Contracts with any executive Business Employee or any other Business Employee whose annual base salary exceeds $125,000Governmental Authority; (ix) any agreement relating all Contracts that limit or purport to limit the extension ability of Indebtedness to, or the making of an equity investment in, any Person, in each case in excess of $5 million in the aggregate, other than the creation of accounts receivable in the ordinary course of business; (x) any agreement that limits in any material respect the freedom of the Business Seller to compete in any line of business or with any Person or in any areageographic area or during any period of time; (x) all joint venture, other than confidentiality agreements entered into in the ordinary course of business consistent with past practice; orpartnership or similar Contracts; (xi) all Contracts for the sale of any of the Purchased Assets or for the grant to any Person of any option, right of first refusal or preferential or similar right to purchase any of the Purchased Assets; (xii) all powers of attorney with respect to the Seller's business or any Purchased Asset; (xiii) all collective bargaining agreements or Contracts with any Union; and (xiv) all other agreement Contracts that are material to the Purchased Assets or the operation of the Seller's business and not required to be previously disclosed pursuant to clauses (i) through (x) above the termination or lapse of which would reasonably be expected to have a Material Adverse Effectthis Section 3.24. (b) Each Material Contract required to be set forth in Section 3.10 of the Disclosure Schedule is a valid and binding agreement of on Seller or in accordance with its applicable Subsidiary, and, to the knowledge of Seller, the other parties thereto terms and is in full force and effect. None of Seller or any of its Subsidiaries or, to the knowledge of Seller's Knowledge, any other party thereto is in material breach of or default under (or is alleged to be in breach in of or default under), or has provided or received any respect under the terms notice of any such intention to terminate, any Material Contract. No event or circumstance has occurred that, except for with notice or lapse of time or both, would constitute an event of default under any such defaults Material Contract or breaches which result in a termination thereof or would notcause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. Complete and correct copies of each Material Contract (including all modifications, individually amendments and supplements thereto and waivers thereunder) have been made available to Buyer. There are no material disputes pending or threatened under any Contract included in the aggregate, reasonably be expected to have a Material Adverse EffectPurchased Assets.

Material Contracts. Schedule 10.1.8, together with Exhibit “A” insofar as it describes easements, rights-of-way, surface leases or similar instruments, sets forth (i) Seller’s or its Affiliates’ contracts for the sale of hydrocarbons produced from the Properties and (ii) all contracts or agreements of the type described below included in such Properties or by which such Properties are bound (collectively, the “Material Contracts”): (a) With respect to any contract or agreement for capital expenditures or the Business, neither Seller nor any acquisition or construction of its Subsidiaries is a party to or bound by: fixed assets that requires aggregate future payments in excess of One Million Dollars (i) any lease (whether of real or personal property) requiring (A) annual rentals of $5,000,000 or more or (B) aggregate payments by or to Seller and its Subsidiaries of $10,000,000 or more, in the case of each of clauses (A) and (B) that cannot be terminated on not more than 120 days’ notice without payment by any of Seller or its Subsidiaries of any material penalty1,000,000); (iib) except for the agreements described in clause (iii) belowany indenture, any agreement for the purchase of materialsmortgage, suppliesloan, goodscredit, services, equipment sale-leaseback or other assets, similar contract or any other agreement under which either (A) since January 1, 2005 there have been payments to or by Seller or any of its Subsidiaries of $5,000,000 or more or (B) aggregate payments to or by Seller or any of its Subsidiaries of $10,000,000 or more are required, in each case that cannot be terminated on not more than 120 days’ notice without payment by Seller or any of its Subsidiaries of any material penaltyagreement; (iiic) except for the agreements described in clause any Hydrocarbon/CO2 sales or purchase agreement, supply agreement, marketing agreement, exchange agreement, transportation agreement or similar arrangement that is not terminable without penalty on thirty (ii30) above, any sales, distribution Days notice or other similar agreement providing for the sale to or by Seller or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments by or to Seller or any of its Subsidiaries of $5,000,000 or moreless; (ivd) any material partnershipcontract or agreement for, joint venture or other similar agreement or arrangementthat contemplates, the sale of any interest in the Properties; (ve) any contract or agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) or any assets involving consideration in excess of $5,000,000, except for purchases of inventory, capital expenditures or sales of inventory or obsolete equipment, in each case in the ordinary course of business consistent with past practices; (vi) any agreement relating to the incurrence of Indebtedness, except any such agreement (A) with an aggregate outstanding principal amount not exceeding $5,000,000 or (B) entered into subsequent to the date of, and not in violation of, this Agreement; (vii) any material agreement between the Business on the one hand, and other business units of Seller or any Affiliate of Seller, on the other hand, that will not be terminated at or prior to the Closing without creation of any liability that would be an Assumed Liability; (viiif) any employmentunit agreement and any operating agreement applicable to the Properties; (g) any contract or agreement that includes a non competition restriction, deferred compensation, severance, retirement “area of mutual interest” arrangement or other similar agreement entered into with any executive Business Employee or restriction on doing business; and (h) any other Business Employee whose annual base salary exceeds $125,000; (ix) contract which involves any agreement relating to the extension of Indebtedness to, future payment or the making of an equity investment in, any Person, in each case obligation in excess of One Million Dollars ($5 million in 1,000,000) or is otherwise material to the aggregate, other than the creation of accounts receivable in the ordinary course of business; (x) any agreement that limits in any material respect the freedom operations of the Business to compete in any line of business or with any Person or in any area, other than confidentiality agreements entered into in the ordinary course of business consistent with past practice; or (xi) any other agreement not required to be disclosed pursuant to clauses (i) through (x) above the termination or lapse of which would reasonably be expected to have a Properties. The Material Adverse Effect. (b) Each Contract required to be set forth in Section 3.10 of the Disclosure Schedule is a valid and binding agreement of Seller or its applicable Subsidiary, and, to the knowledge of Seller, the other parties thereto and is Contracts are in full force and effecteffect in accordance with their respective terms, and there exist no defaults by Seller or, to Seller’s knowledge, by another party thereto in the performance of any obligation thereunder and no event has occurred that with notice or lapse of time or both would constitute any default under any such Material Contract. None of Seller or any of its Subsidiaries or, the Material Contracts has been amended except as set forth in Schedule 10.1.8. Prior to the knowledge execution of Sellerthis Agreement, any other party thereto is in default or breach in any respect under the terms Seller has made available to Buyer true and complete copies of any such Contracteach Material Contract and all amendments thereto, except for such Material Contracts or amendments thereto (if applicable) for which any such defaults of Seller’s future payment obligations or breaches which would other obligations are not, individually or in the aggregate, reasonably be expected in excess of Five Million Dollars ($5,000,000) or are otherwise not material to the ownership or operation of the Properties; provided, however, Seller shall have a furnished any such Material Adverse EffectContracts prior to Closing.

Material Contracts. (a) With respect Section 2.09(a) of the Disclosure Schedules lists each of the following Contracts to which the Business, neither Seller nor Company or any of its Subsidiaries Subsidiary is a party to party, excluding those disclosed in Sections 2.10(b) and 2.11(b) of the Disclosure Schedules (such Contracts, together with all Contracts concerning the occupancy, management or bound by:operation of any Real Property (including, without limitation, material brokerage contracts) listed or otherwise disclosed in Section 2.10(b) of the Disclosure Schedules and all Company IP Agreements set forth in Section 2.11(b) of the Disclosure Schedules, “Material Contracts”): (i) any lease (whether of real or personal property) requiring (A) annual rentals each Contract involving aggregate consideration in excess of $5,000,000 or more or 300,000 in any twelve (B12) aggregate payments by or to Seller month period and its Subsidiaries of $10,000,000 or morewhich, in the case of each of clauses (A) and (B) that case, cannot be terminated on not cancelled by the Company or any Subsidiary bound thereby without penalty or without more than 120 ninety (90) days’ notice without payment by any of Seller or its Subsidiaries of any material penaltynotice; (ii) except for each Contract involving aggregate consideration in excess of $300,000 in any twelve (12) month period and that require the agreements described in clause (iii) below, any agreement for the purchase of materials, supplies, goods, services, equipment or other assets, Company or any other agreement under which either (A) since January 1, 2005 there have been payments Subsidiary to or by Seller or any of purchase its Subsidiaries of $5,000,000 or more or (B) aggregate payments to or by Seller or any of its Subsidiaries of $10,000,000 or more are required, in each case that cannot be terminated on not more than 120 days’ notice without payment by Seller or any of its Subsidiaries total requirements of any material penaltyproduct or service from a third party or that contain “take or pay” provisions; (iii) except all Contracts that provide for the agreements described indemnification by the Company or any Subsidiary of any Person in clause (ii) abovean amount exceeding $300,000 or the assumption of any Tax, any sales, distribution environmental or other similar agreement providing for the sale Liability of any Person which, in each case, would reasonably be expected to or by Seller or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments by or to Seller or any of its Subsidiaries of exceed $5,000,000 or more100,000; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating all Contracts that relate to the acquisition or disposition of any business business, a material amount of stock, or a material amount of other equity interests or other securities or assets of any other Person or real property (whether by merger, sale of stockstock or other equity interests, sale of assets or otherwise); (v) or any assets involving all broker, distributor, dealer, manufacturer’s representative, agency, sales promotion, market research, marketing consulting and advertising Contracts, each of which involve an aggregate consideration in excess of $5,000,000, except for purchases of inventory, capital expenditures 300,000 in any twelve (12) month period or sales of inventory cannot be cancelled by the Company or obsolete equipment, in each case in the ordinary course of business consistent with past practicesany Subsidiary bound thereby without penalty or without more than ninety (90) days’ notice; (vi) any agreement relating to all employment agreements and material Contracts with independent contractors or consultants (or similar arrangements) that are not cancellable by the incurrence of Indebtedness, except any such agreement Company or Subsidiary bound thereby without material penalty or without more than ninety (A90) with an aggregate outstanding principal amount not exceeding $5,000,000 or (B) entered into subsequent to the date of, and not in violation of, this Agreementdays’ notice; (vii) any material agreement between except for Contracts relating to trade receivables, all Contracts relating to indebtedness (including, without limitation, guarantees) of the Business on the one hand, and other business units of Seller Company or any Affiliate of Seller, on the other hand, that will not be terminated at or prior to the Closing without creation of any liability that would be an Assumed LiabilitySubsidiary; (viii) any employment, deferred compensation, severance, retirement or other similar agreement entered into all Contracts with any executive Business Employee or any other Business Employee whose annual base salary exceeds $125,000Governmental Authority; (ix) any agreement relating all Contracts that limit or purport to limit the extension of Indebtedness to, or the making of an equity investment in, any Person, in each case in excess of $5 million in the aggregate, other than the creation of accounts receivable in the ordinary course of business; (x) any agreement that limits in any material respect the freedom ability of the Business Company or any Subsidiary to compete in any line of business or with any Person or in any areageographic area or during any period of time; (x) any Contracts that provide for any joint venture, other than confidentiality agreements entered into in the ordinary course of business consistent with past practice; orpartnership or similar arrangement; (xi) all Contracts between Seller or any Affiliate of Seller (other than the Company or any Subsidiary), on the one hand, and the Company or any Subsidiary, on the other hand; (xii) all Contracts (including collective bargaining agreements) with any Union; (xiii) all Contracts with a Manufacturer authorizing the operation of a dealership (“Franchise Agreements”); and (xiv) any other agreement Contract involving aggregate consideration in excess of $300,000 in a twelve (12) month period and not required to be previously disclosed pursuant to clauses (ithis Section 2.09(a) through (xor Sections 2.10(b) above the termination or lapse of which would reasonably be expected to have a Material Adverse Effectand 2.11(b). (b) Each Material Contract required to be set forth in Section 3.10 of the Disclosure Schedule is a valid and binding agreement of Seller on the Company or the applicable Subsidiary in accordance with its applicable Subsidiary, and, to the knowledge of Seller, the other parties thereto terms and is in full force and effect. None of Seller the Company or any of its Subsidiaries Subsidiary or, to the knowledge of Seller’s Knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under), in any respect under the terms material respect, or has provided or received any notice of any such intention to terminate, any Material Contract. No event or circumstance has occurred that, except for with notice or lapse of time or both, would constitute an event of material default under any such defaults Material Contract or breaches which result in a termination thereof or would notcause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. To Seller’s Knowledge, individually none of the Company or any Subsidiary has sold any new vehicle to any Person who intended or intends to export the vehicle in violation of any Franchise Agreement. Complete and correct copies of each Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) in the aggregate, reasonably be expected Company’s possession have been made available to have a Material Adverse EffectBuyer.

Material Contracts. (a) With respect Schedule 4.15(a) sets forth all of the following Contracts to which the Business, neither Seller nor any of its Subsidiaries Earthbound Group is a party or by which it is bound, as of the date hereof, other than Contracts in connection with the transactions contemplated by this Agreement and the Ancillary Agreements (for avoidance of doubt, Contracts relating to or bound by:the SPP Acquisition shall not be excluded under this Section 4.15(a) as transactions contemplated by this Agreement) (collectively, the “Material Contracts”): (i) Contracts with any lease (whether labor union or association representing any employee of real the Company Group or personal property) requiring (A) annual rentals of $5,000,000 or more or (B) aggregate payments by or to Seller and its Subsidiaries of $10,000,000 or more, in the case of each of clauses (A) and (B) that cannot be terminated on not more than 120 days’ notice without payment by any of Seller or its Subsidiaries of any material penaltycollective bargaining contract; (ii) except for the agreements described in clause management Contracts and Contracts with independent contractors or consultants that are not cancelable without (iiii) below, any agreement for the purchase of materials, supplies, goods, services, equipment penalty or other assets, or any other agreement under which either (A) since January 1, 2005 there have been payments to or by Seller or any of its Subsidiaries of $5,000,000 or more further payment or (Bii) aggregate payments to or by Seller or any of its Subsidiaries of $10,000,000 or more are required, in each case that cannot be terminated on not more than 120 60 days’ notice without payment by Seller or any of its Subsidiaries of any material penaltynotice; (iii) except for the agreements described in clause (ii) above, any sales, distribution or other similar agreement providing for the sale to or by Seller or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments by or to Seller or any of its Subsidiaries of $5,000,000 or more; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) or any assets involving consideration in excess of $5,000,000, except for purchases of inventory, capital expenditures or sales of inventory or obsolete equipment, in each case in the ordinary course of business consistent with past practices; (vi) any agreement relating to the incurrence of Indebtedness, except any such agreement (A) with an aggregate outstanding principal amount not exceeding $5,000,000 or (B) entered into subsequent to the date of, and not in violation of, this Agreement; (vii) any material agreement between the Business on the one hand, and other business units of Seller or any Affiliate of Seller, on the other hand, that will not be terminated at or prior to the Closing without creation of any liability that would be an Assumed Liability; (viii) any employment, deferred compensation, severance, retirement or other similar agreement entered into with any executive Business Employee or any other Business Employee whose annual base salary exceeds $125,000; (ix) any agreement relating to the extension of Indebtedness to, or the making of an equity investment in, any Person, in each case in excess of $5 million in the aggregate, other than the creation of accounts receivable in the ordinary course of business; (x) any agreement that limits in any material respect the freedom Contracts containing covenants of the Business Earthbound Group not to compete in any line of business or with any Person in any geographical area or not to solicit or hire any Person with respect to employment or covenants of any other Person not to compete with the Earthbound Group in any line of business or in any areageographical area or not to solicit or hire any Person with respect to employment; (iv) Contracts for joint ventures, strategic alliances, partnerships, licensing arrangements, or sharing of profits or proprietary information; (v) Contracts relating to any sale of any of the assets of the Earthbound Group to be made by the Earthbound Group other than in the ordinary course of business; (vi) Contracts relating to any acquisition made by the Earthbound Group of any operating business or the capital stock of any other Person; (vii) Contracts containing most favored nations or similar pricing provisions; (viii) Contracts relating to the incurrence of Indebtedness, or the making of any loans, in each case involving amounts in excess of $100,000; (ix) Contracts which involve the expenditure of more than $100,000 per year and are not terminable by the Earthbound Group without penalty on notice of one hundred eighty (180) days or less, including the insurance policies listed on Schedule 4.22(a); (x) licenses to or by the Earthbound Group for any material Intellectual Property, other than confidentiality agreements for commercially available off-the-shelf software; (xi) Contracts relating to any Co-Packed Products and other Contracts obligating the Earthbound Group to provide or obtain products or services or requiring the Earthbound Group to purchase or sell a stated portion of their requirements or outputs, in each case if such Contracts require payments in excess of $250,000 per annum; (xii) Contracts relating to settlements of (A) claims related to or resulting from the E. Coli Outbreak or (B) any claim where the aggregate payment to settle such claim exceeds $250,000 (other than Contracts for settlements entered into prior to January 1, 2009) or (C) any claim involving any nonmonetary consideration for such settlement restricting the business of Earthbound Group in any material manner post-Closing; (xiii) Contracts to which any Affiliate or current or former officer, director, equity holder, manager, or member of the Earthbound Group is a party; and (xiv) Contracts of guaranty, surety or indemnification, direct or indirect, by any member of the Earthbound Group, and in each case other than such Contracts entered into in the ordinary course of business consistent with past practice; or (xi) any other agreement not required to be disclosed pursuant to clauses (i) through (x) above the termination or lapse of which would reasonably be expected to have a Material Adverse Effectbusiness. (b) Each Contract required to be Except as set forth in Section 3.10 on Schedule 4.15(b), the Earthbound Group has not received any written notice of any material default or event that with notice or lapse of time, or both, would constitute a material default by the Company Group under any Material Contract. (c) Each of the Disclosure Schedule Material Contracts is a in full force and effect and is the legal, valid and binding agreement obligation of Seller or its applicable Subsidiarysuch member of the Earthbound Group which is a party thereto, and, to the knowledge Company’s Knowledge, of Seller, the other parties thereto enforceable against each of them in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and is in full force similar laws affecting creditors’ rights and effect. None of Seller or any of its Subsidiaries orremedies generally, and subject, as to enforceability, to the knowledge general principles of Sellerequity, any other party thereto including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in default or breach in any respect under the terms of any such Contract, except for any such defaults or breaches which would not, individually a proceeding at Law or in equity). The Earthbound Group has made available to Buyer true, correct and complete copies of all of the aggregateMaterial Contracts together with all amendments, reasonably be expected to have a Material Adverse Effectmodifications or supplements thereto as in effect on the date hereof.

Material Contracts. (a) With respect Except for (x) this Agreement and (y) Contracts listed as exhibits to the BusinessCompany Reports, neither Seller nor any as of the date of this Agreement, none of the Company or its Subsidiaries is a party to or bound by: (i) any Contract that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act; (ii) any lease (whether or master lease of real or personal property) requiring property reasonably likely to result in (Ax) annual rentals payments of $5,000,000 100,000 or more or (By) aggregate payments by of $250,000 or more (each, a “Material Lease”); (iii) any Contract that is reasonably likely to Seller require either (x) annual payments to or from the Company and its Subsidiaries of $10,000,000 or more, in the case of each of clauses (A) and (B) that cannot be terminated on not more than 120 days’ notice without payment by any of Seller or its Subsidiaries of any material penalty; (ii) except for the agreements described in clause (iii) below, any agreement for the purchase of materials, supplies, goods, services, equipment or other assets, or any other agreement under which either (A) since January 1, 2005 there have been payments to or by Seller or any of its Subsidiaries of $5,000,000 50,000 or more or (By) aggregate payments to or by Seller or any of from the Company and its Subsidiaries of $10,000,000 or more are required, in each case that cannot be terminated on not more than 120 days’ notice without payment by Seller or any of its Subsidiaries of any material penalty; (iii) except for the agreements described in clause (ii) above, any sales, distribution or other similar agreement providing for the sale to or by Seller or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments by or to Seller or any of its Subsidiaries of $5,000,000 100,000 or more; (iv) any material partnership, joint venture or other similar agreement or arrangementarrangement relating to the formation, creation, operation, management or control of any partnership or joint venture material to the Company or any of its Subsidiaries or in which the Company or any of its Subsidiaries owns less than fifty (50)% of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other persons performing similar functions; (v) any agreement Contract (other than solely among the Company and/or direct or indirect wholly owned Subsidiaries of the Company as of the Effective Time) relating to (x) indebtedness for borrowed money or the acquisition or disposition deferred purchase price of property (including any guarantee of any business indebtedness but excluding, for the avoidance of doubt, any such amount that constitutes a trade payable until such amount becomes a liability required to be presented on the balance sheet of the Company or its Subsidiaries in accordance with GAAP), in either case, whether incurred, assumed, guaranteed or secured by any asset, or (whether by mergery) any mortgage, sale of stock, sale of security agreement or other agreement that creates an Encumbrance on the assets or otherwise) equity of the Company or any assets involving consideration in excess of $5,000,000, except for purchases of inventory, capital expenditures or sales of inventory or obsolete equipment, in each case in the ordinary course of business consistent with past practicesits Subsidiaries; (vi) any agreement relating non-competition Contract or other Contract that (w) purports to limit either the incurrence type of Indebtednessbusiness in which the Company or its Subsidiaries (or, except after the Effective Time, Parent or its Subsidiaries or Affiliates) may engage or the manner or locations in which any such agreement of them may so engage in any business, (Ax) with an aggregate outstanding principal amount not exceeding $5,000,000 could require the disposition of any assets or line of business of the Company or its Subsidiaries or, after the Effective Time, Parent or its Subsidiaries or Affiliates, (y) grants “most favored nation” status to any Person (other than the Company or its wholly owned Subsidiaries as of the Effective Time) and which following the Merger could purport to apply to Parent or its Subsidiaries or Affiliates, or (Bz) entered into subsequent prohibits or limits the right of the Company or any of its Subsidiaries (or, after the Effective Time, Parent or its Subsidiaries or its Affiliates) to the date ofmake, and not in violation ofsell or distribute any products or services or use, this Agreementtransfer, license, distribute or enforce any of their respective Intellectual Property rights; (vii) any material agreement Contract between the Business Company or any of its Subsidiaries, on the one hand, and other business units any director, officer or employee of Seller the Company or its Subsidiaries or any Affiliate Person beneficially owning five percent or more of Sellerthe outstanding Shares or any of their respective Affiliates, on the other hand, that will not be terminated at or prior to the Closing without creation of any liability that would be an Assumed Liability; (viii) any employmentContract that contains a put, deferred compensation, severance, retirement call or other similar agreement entered into with any executive Business Employee right pursuant to which the Company or any of its Subsidiaries or, after the Effective Time, Parent or any of its Subsidiaries or Affiliates, could be required to purchase or sell, as applicable, in a single transaction or series of transactions, (1) any wireless spectrum, (2) any equity interests of any Person or (3) any other Business Employee whose annual base salary exceeds asset or group of related assets that have a fair market value or purchase price of more than $125,000100,000 individually or in the aggregate; (ix) any agreement relating to Contract that prohibits the extension payment of Indebtedness todividends or distributions in respect of the capital stock of the Company or any Subsidiary, prohibits the pledging of the capital stock of the Company or any Subsidiary, or prohibits the making issuance of an equity investment in, guarantees by the Company or any Person, in each case in excess of $5 million in the aggregate, other than the creation of accounts receivable in the ordinary course of businessits Subsidiaries; (x) any agreement royalty, dividend or similar arrangement to be paid, or received, by the Company or its Subsidiaries that limits in is based on the revenue or profits of the Company or any Subsidiary or any material respect the freedom of the Business to compete in any line of business Contract or with any Person agreement involving fixed price or in any area, other than confidentiality agreements entered into in the ordinary course of business consistent with past practice; orfixed volume arrangements; (xi) any other agreement not Contract that contains any commitment by the Company or any Subsidiary to (A) provide wireless services coverage in a particular geographic area, (B) build out tower sites in a particular geographic area, or (C) make required annual payment for a specified volume of network use; (xii) any Contract that requires the Company or any of its Subsidiaries to be disclosed pursuant to deal exclusively with any Person or group of related Persons; and (xiii) any “take or pay” Contract or Contract that contains any minimum purchase commitment, (each such Contract described in clauses (i) through - (x) above the termination or lapse of which would reasonably be expected xiii), together with all exhibits and schedules to have such Contract and all amendments to such Contract, is referred to herein as a “Material Adverse EffectContract”). (b) A correct and complete copy of each Material Contract in effect on the date of this Agreement has been provided or made available to Parent prior to the date of this Agreement. Each Contract required to be set forth in Section 3.10 of the Disclosure Schedule Material Contracts is a valid and binding agreement of Seller on the Company or its applicable SubsidiarySubsidiaries, as the case may be and, to the knowledge Knowledge of Sellerthe Company, the each other parties thereto party thereto, and is in full force and effect. None of Seller or any of its Subsidiaries or, to the knowledge of Seller, any other party thereto is in default or breach in any respect under the terms of any such Contract, except for any such defaults failures to be valid and binding or breaches which to be in full force and effect as would not, individually or in the aggregate, reasonably be expected likely to have a Material Adverse Effect. There is no default under any such Contracts by the Company or its Subsidiaries or, to the Knowledge of the Company, each other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or its Subsidiaries, or, to the Knowledge of the Company, each other party thereto, in each case except as would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect.

Material Contracts. (a) With respect Except as set forth as an exhibit to the Business, neither Seller nor ------------------ Partnership's 1996 Annual Report on Form 10-K or any of its Subsidiaries the subsequent SEC Filings of the Partnership, or on Schedule 5.16 or elsewhere in the Partnership Schedules (all items described in this Section 5.16, including those so set forth as exhibits, being referred to herein as "Partnership Scheduled Contracts"), the Partnership is not a party to or bound byotherwise subject to: (i) any lease (whether of real or personal property) requiring (A) annual rentals of $5,000,000 or more or (B) aggregate payments by or to Seller and its Subsidiaries of $10,000,000 or more, in the case of each of clauses (A) and (B) that cannot be terminated on not more than 120 days’ notice without payment by any of Seller or its Subsidiaries of any material penalty; (ii) except for the agreements described in clause (iii) below, any agreement for the purchase of materials, supplies, goods, services, equipment or other assets, or any other agreement under which either (A) since January 1, 2005 there have been payments to or by Seller or any of its Subsidiaries of $5,000,000 or more or (B) aggregate payments to or by Seller or any of its Subsidiaries of $10,000,000 or more are required, in each case that cannot be terminated on not more than 120 days’ notice without payment by Seller or any of its Subsidiaries of any material penalty; (iii) except for the agreements described in clause (ii) above, any sales, distribution or other similar agreement providing for the sale to or by Seller or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments by or to Seller or any of its Subsidiaries of $5,000,000 or more; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) or any assets involving consideration in excess of $5,000,000, except for purchases of inventory, capital expenditures or sales of inventory or obsolete equipment, in each case in the ordinary course of business consistent with past practices; (vi) any agreement relating to the incurrence of Indebtedness, except any such agreement (A) with an aggregate outstanding principal amount not exceeding $5,000,000 or (B) entered into subsequent to the date of, and not in violation of, this Agreement; (vii) any material agreement between the Business on the one hand, and other business units of Seller or any Affiliate of Seller, on the other hand, that will not be terminated at or prior to the Closing without creation of any liability that would be an Assumed Liability; (viiia) any employment, deferred compensation, severancebonus, retirement or other similar agreement entered into with any executive Business Employee consulting contract that requires payment by the Partnership of $100,000 or any other Business Employee whose annual base salary exceeds $125,000more per annum; (ixb) any agreement relating to the extension of Indebtedness to, contract or the making of an equity investment in, any Person, in each case in excess of $5 million in the aggregate, other than the creation of accounts receivable in the ordinary course of business; (x) any agreement that limits in restricts the Partnership (or would restrict any material respect the freedom Affiliate of the Business to compete Partnership after the Effective Time) from competing in any line of business or with any Person or using or employing the services of any Person; (c) any lease of real or personal property providing for annual lease payments by or to the Partnership in excess of $100,000 per annum; (d) any mortgage of real property or any pledge, conditional sales contract, security agreement, option, or any other similar agreement with respect to any interest of the Partnership in personal property, that in any area, such case has a value of $100,000 or more; (e) any agreement to acquire equipment or any commitment to make capital expenditures of $100,000 or more; (f) other than confidentiality agreements entered into in the ordinary course of business consistent with past practice; orbusiness, any agreement for the purchase, sale or lease of any real or personal property, or for the grant of any preferential right to purchase, sell or lease any such property, that in any such case involves aggregate consideration of $100,000 or more; (xig) any other agreement not required to be disclosed pursuant to clauses (i) through (x) above for the termination or lapse of which would reasonably be expected to have a Material Adverse Effect. (b) Each Contract required to be set forth in Section 3.10 of the Disclosure Schedule is a valid and binding agreement of Seller or its applicable Subsidiary, and, to the knowledge of Seller, the other parties thereto and is in full force and effect. None of Seller or any of its Subsidiaries or, to the knowledge of Seller, any other party thereto is in default or breach in any respect under the terms borrowing of any such Contractmoney (other than liabilities or borrowings made in the ordinary course of business since September 30, except for any such defaults or breaches which would not1997 not exceeding, individually or in the aggregate, reasonably $500,000 at any one time outstanding); (h) any guarantee or indemnification agreement which involves potential liability likely to exceed $100,000; (i) any material agreement which would be expected terminable other than at the election of the Partnership as a result of the consummation of the transactions contemplated by this Agreement; (j) any Understanding of any other kind that either (i) is not terminable on 30 days' or less notice and involves future payments or receipts or performances of services or delivery of items requiring payment of $100,000 or more to have a Material Adverse Effector by the Partnership or (ii) that is otherwise material to the business, financial condition, or results of operations of the Partnership. The Partnership has made available to the Corporation copies of all Partnership Scheduled Contracts, including all amendments and supplements thereto.

Material Contracts. (a) With respect Section 4.09(a) of the Disclosure Schedules lists each of the following Contracts of the Companies (such Contracts, together with all Contracts concerning the occupancy, management or operation of any Real Property (including without limitation, brokerage contracts) listed or otherwise disclosed in Section 4.10(b) of the Disclosure Schedules and all Contracts relating to Intellectual Property set forth in Section 4.12(d) of the BusinessDisclosure Schedules, neither Seller nor any of its Subsidiaries is a party to or bound by:being “Material Contracts”): (i) any lease (whether each Contract of real or personal property) requiring (A) annual rentals the Companies involving aggregate consideration in excess of $5,000,000 or more or (B) aggregate payments by or to Seller €20,000 and its Subsidiaries of $10,000,000 or morewhich, in the case of each of clauses (A) and (B) that case, cannot be terminated on not cancelled by Scomedica without penalty or without more than 120 90 days’ notice without payment by any of Seller or its Subsidiaries of any material penaltynotice; (ii) except for all Contracts that require the agreements described in clause (iii) below, any agreement for the Companies to purchase of materials, supplies, goods, services, equipment or other assets, or any other agreement under which either (A) since January 1, 2005 there have been payments to or by Seller or any of its Subsidiaries of $5,000,000 or more or (B) aggregate payments to or by Seller or any of its Subsidiaries of $10,000,000 or more are required, in each case that cannot be terminated on not more than 120 days’ notice without payment by Seller or any of its Subsidiaries total requirements of any material penaltyproduct or service from a third party or that contain “take or pay” provisions in excess of €20,000; (iii) except all Contracts that provide for the agreements described in clause (ii) aboveindemnification by the Companies of any Person or the assumption of any Tax, any sales, distribution environmental or other similar agreement providing for the sale to or by Seller or Liability of any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments by or to Seller or any of its Subsidiaries of $5,000,000 or morePerson; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating all Contracts that relate to the acquisition or disposition of any business business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise); (v) or any assets involving consideration all broker, distributor, dealer, manufacturer's representative, franchise, agency, sales promotion, market research, marketing consulting and advertising Contracts to which either of the Companies is a party in excess of $5,000,000, except for purchases of inventory, capital expenditures or sales of inventory or obsolete equipment, in each case in the ordinary course of business consistent with past practices€20,000; (vi) any agreement relating all employment agreements and Contracts with independent contractors or consultants (or similar arrangements) to which the incurrence Companies is a party and which are not cancellable without material penalty or without more than 90 days’ notice in excess of Indebtedness, except any such agreement (A) with an aggregate outstanding principal amount not exceeding $5,000,000 or (B) entered into subsequent to the date of, and not in violation of, this Agreement€20,000; (vii) any material agreement between the Business on the one handexcept for Contracts relating to trade receivables, and other business units all Contracts relating to indebtedness (including, without limitation, guarantees) of Seller or any Affiliate Scomedica in excess of Seller, on the other hand, that will not be terminated at or prior to the Closing without creation of any liability that would be an Assumed Liability€20,000; (viii) any employment, deferred compensation, severance, retirement or other similar agreement entered into all Contracts with any executive Business Employee or any other Business Employee whose annual base salary exceeds $125,000Governmental Authority to which either of the Companies is a party; (ix) any agreement relating all Contracts that limit or purport to limit the extension of Indebtedness to, or the making of an equity investment in, any Person, in each case in excess of $5 million in the aggregate, other than the creation of accounts receivable in the ordinary course of business; (x) any agreement that limits in any material respect the freedom ability of the Business Companies to compete in any line of business or with any Person or in any areageographic area or during any period of time; (x) any Contracts to which either of the Companies is a party that provide for any joint venture, other than confidentiality agreements entered into in partnership or similar arrangement by the ordinary course of business consistent with past practice; orCompanies; (xi) all Contracts between or among either Scomedica on the one hand and Finesco or any Affiliate of Finesco (other than Scomedica) on the other hand; (xii) all collective bargaining agreements or Contracts with any Union to which either of the Companies is a party; and (xiii) any other agreement Contract that is material to either of the Companies and not required to be previously disclosed pursuant to clauses (i) through (x) above the termination or lapse of which would reasonably be expected to have a Material Adverse Effectthis Section 4.09. (b) Each Material Contract required is, to be set forth in Section 3.10 of the Disclosure Schedule is a Warrantors’ Knowledge, valid and binding agreement on either of Seller or the Companies in accordance with its applicable Subsidiary, and, to the knowledge of Seller, the other parties thereto terms and is in full force and effect. None of Seller or any of its Subsidiaries the Companies or, to the knowledge of SellerWarrantors’ Knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under) in any respect under the terms material respect, or has provided or received any notice of any such intention to terminate, any Material Contract. No event or circumstance has occurred that, except for with notice or lapse of time or both, would constitute an event of default in any such defaults material respect by the Companies or, to the Warrantors’ Knowledge, any other party thereto, under any Material Contract or breaches which result in a termination thereof or would notcause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. Complete and correct copies of each Material Contract (including all modifications, individually or in the aggregate, reasonably be expected amendments and supplements thereto and waivers thereunder) have been made available to have a Material Adverse EffectBeneficiary.

Material Contracts. (a) With respect Section 3.06(a) of the Disclosure Schedule sets forth a list, as of the date hereof, of all Contracts, including any written amendments thereto, of the following nature (x) by which any assets or properties of Carlisle Meizhou or (y) to the Business, neither Seller nor any of its Subsidiaries which Carlisle Meizhou is a party to or bound by:(together with all Leases listed in Section 3.07(a)(ii) of the Disclosure Schedule, collectively, the “Material Contracts”): (i) any lease (whether of real or personal property) requiring (A) annual rentals Contract involving aggregate consideration in excess of $5,000,000 100,000 (or the equivalent amount in RMB) or requiring performance by any party more or than one year from the date hereof (B) aggregate payments by or to Seller and its Subsidiaries of $10,000,000 or moreexcluding any Contract for employment), which, in the case of each of clauses (A) and (B) that case, cannot be terminated cancelled by Carlisle Meizhou without penalty on not more less than 120 90 days’ notice without payment by any of Seller or its Subsidiaries of any material penaltynotice; (ii) except for any Contract that relates to the agreements described in clause (iii) below, sale of any agreement for the purchase of materials, supplies, goods, services, equipment or other assets, other than sales of inventory in the Ordinary Course of Business, for consideration in excess of $100,000 (or any other agreement under which either the equivalent amount in RMB) and (A) that has been entered into since January 1, 2005 there have been payments to or by Seller or any of its Subsidiaries of $5,000,000 or more 2012 or (B) aggregate payments to or by Seller or any of its Subsidiaries of $10,000,000 or more are required, in each case that cannot be terminated on not more than 120 days’ notice without payment by Seller or any of its Subsidiaries of any material penaltyunder which Carlisle Meizhou has ongoing obligations; (iii) except for the agreements described in clause (ii) above, any sales, distribution or other similar agreement providing for the sale to or by Seller or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments by or to Seller or any of its Subsidiaries of $5,000,000 or more; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating Contract that relates to the acquisition or disposition of any business business, any amount of stock or assets of any other Person or any Real Property (whether by merger, sale of stock, sale of assets or otherwise), (A) that has been entered into since January 1, 2012 or (B) under which Carlisle Meizhou has ongoing obligations; (iv) except for Contracts relating to trade receivables, any assets involving consideration Contract relating to Indebtedness (including, without limitation, guarantees), in each case, having an outstanding principal amount in excess of $5,000,000, except for purchases 100,000 (or the equivalent amount in RMB); (v) any Contract between or among Carlisle Meizhou on the one hand and Meizhou Seller or any Affiliate of inventory, capital expenditures or sales of inventory or obsolete equipment, in each case in Meizhou Seller (other than Carlisle Meizhou) on the ordinary course of business consistent with past practicesother hand; (vi) any collective bargaining agreement relating to the incurrence of Indebtednessor Contract with any labor organization, except any such agreement (A) with an aggregate outstanding principal amount not exceeding $5,000,000 union or (B) entered into subsequent to the date of, and not in violation of, this Agreementassociation; (vii) any material agreement between the Business Contract that obligates Carlisle Meizhou not to compete with any business, or to conduct any business with only certain parties, or which otherwise restrains or prevents Carlisle Meizhou from carrying on the one hand, and other any lawful business units of Seller or in any Affiliate of Seller, on the other hand, that will not be terminated at or prior to the Closing without creation of any liability that would be an Assumed Liabilitygeographic area; (viii) any Contract that relates to employment, deferred compensation, severance, retirement consulting, retention, transaction, change in control or similar Contract between Carlisle Meizhou and any of its officers, directors, or other similar agreement entered into Employees or consultants of Carlisle Meizhou who constitute Employees, excluding at will employment agreements that are terminable by Carlisle Meizhou with any executive Business Employee or any other Business Employee whose annual base salary exceeds $125,000no penalty on less than 60 days’ notice; (ix) any agreement relating to the extension of Indebtedness to, Contract for capital expenditures or the making acquisition or construction of an equity investment in, fixed assets for or in respect of any Person, in each case real property involving payments in excess of $5 million 100,000 (or the equivalent amount in RMB), and are not otherwise included in the aggregate, other than capital expenditure budget of Carlisle Meizhou set forth on Section 3.06(a)(ix) of the creation of accounts receivable in the ordinary course of businessDisclosure Schedule; (x) any agreement that limits Contract under which Carlisle Meizhou has granted or received a license or sublicense or under which Carlisle Meizhou is obligated to pay or has the right to receive a royalty, license fee or similar payment (excluding off-the-shelf or “shrink wrap” software license Contracts and any license Contract requiring annual payments of less than $50,000 (or the equivalent amount in any material respect the freedom of the Business to compete in any line of business or with any Person or in any area, other than confidentiality agreements entered into in the ordinary course of business consistent with past practice; orRMB)); (xi) any other agreement not Contract with a Material Customer or Material Supplier; (xii) any development, sales representative, marketing, manufacturer’s representative or distribution Contract or Contract where Carlisle Meizhou is required to be disclosed pursuant to clauses pay royalties or commissions; and (ixiii) through (x) above the termination any Contract that is a joint venture or lapse of which would reasonably be expected to have partnership Contract or a Material Adverse Effectlimited liability company operating agreement. (b) Each Material Contract required to be set forth in Section 3.10 of the Disclosure Schedule is a valid legal, valid, binding, and binding agreement of Seller or its applicable Subsidiary, enforceable against Carlisle Meizhou and, to the knowledge Meizhou Seller’s Knowledge, each other party to such Material Contract, in accordance with its terms (except as enforceability may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance and other similar laws affecting creditors’ rights generally and by general principles of Seller, the other parties thereto and is in full force and effectequity). None of Seller or any of its Subsidiaries orNeither Carlisle Meizhou nor, to the knowledge of Meizhou Seller’s Knowledge, any other party thereto to any Material Contract, is in material breach or material default or breach in under any respect under Material Contract. Meizhou Seller has made available to Buyer a complete and correct copy of each of the terms of any such Contract, except for any such defaults or breaches which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectContracts.

Material Contracts. (a) With respect to Section 4.05(a) of the Business, neither Seller nor Disclosure Schedules sets forth each of the following Contracts (x) by which any of its Subsidiaries the Purchased Assets are affected or (y) to which Seller is a party to or by which it is bound byin connection with the Project or the Purchased Assets (such Contracts (including the Surface Rights Agreements), together with all Contracts concerning the occupancy, management or operation of any Real Property set forth in Section 4.05(a) of the Disclosure Schedules being “Material Contracts”), other than Transaction Documents: (i) any lease (whether all Contracts involving aggregate consideration in excess of real or personal property) requiring (A) annual rentals of $5,000,000 or more or (B) aggregate payments by or to Seller US$5,000 and its Subsidiaries of $10,000,000 or morewhich, in the case of each of clauses (A) and (B) that case, cannot be terminated on not cancelled without penalty or without more than 120 30 days’ notice without payment by any of Seller or its Subsidiaries of any material penaltynotice; (ii) except for all Contracts that require Seller to purchase or sell a stated portion of the agreements described in clause (iii) below, any agreement for requirements or outputs of the purchase of materials, supplies, goods, services, equipment Project or other assets, that contain “take or any other agreement under which either (A) since January 1, 2005 there have been payments to or by Seller or any of its Subsidiaries of $5,000,000 or more or (B) aggregate payments to or by Seller or any of its Subsidiaries of $10,000,000 or more are required, in each case that cannot be terminated on not more than 120 days’ notice without payment by Seller or any of its Subsidiaries of any material penaltypay” provisions; (iii) except all Contracts that provide for the agreements described in clause (ii) aboveindemnification of any Person or the assumption of any Tax, any sales, distribution environmental or other similar agreement providing for the sale to or by Seller or Liability of any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments by or to Seller or any of its Subsidiaries of $5,000,000 or morePerson; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating all Contracts that relate to the acquisition or disposition of any business business, a material amount of stock or assets of any other Person or any Lands (whether by merger, sale of stock, sale of assets or otherwise); (v) or any assets involving consideration in excess of $5,000,000all broker, except for purchases of inventorydistributor, capital expenditures or dealer, manufacturer’s representative, franchise, agency, sales of inventory or obsolete equipment, in each case in the ordinary course of business consistent with past practicesconsulting Contracts; (vi) any agreement relating to the incurrence of Indebtedness, except any such agreement all employment agreements and Contracts with independent contractors or consultants (Aor similar arrangements) with an aggregate outstanding principal amount and which are not exceeding $5,000,000 cancellable without material penalty or (B) entered into subsequent to the date of, and not in violation of, this Agreementwithout more than 30 days’ notice; (vii) any material agreement between the Business on the one handexcept for Contracts relating to trade receivables, and other business units of Seller or any Affiliate of Seller, on the other hand, that will not be terminated at or prior all Contracts relating to the Closing without creation of any liability that would be an Assumed Liabilityindebtedness (including guarantees); (viii) any employment, deferred compensation, severance, retirement or other similar agreement entered into all Contracts with any executive Business Employee or any other Business Employee whose annual base salary exceeds $125,000Governmental Authority; (ix) all Contracts that limit or purport to limit the ability of Seller or any agreement relating to the extension of Indebtedness to, or the making of an equity investment in, any Person, in each case in excess of $5 million in the aggregate, other than the creation of accounts receivable in the ordinary course of business; (x) any agreement that limits in any material respect the freedom of the Business its Affiliates to compete in any line of business or with any Person or in any areaway related to the Project; (x) all joint venture, other than confidentiality agreements entered into in the ordinary course of business consistent with past practice; orpartnership or similar Contracts; (xi) all Contracts for the sale of any of the Purchased Assets or for the grant to any Person of any option, right of first refusal or preferential or similar right to purchase any of the Purchased Assets; (xii) all powers of attorney with respect to the Project or any Purchased Asset; (xiii) all collective bargaining agreements or Contracts with any Union; and (xiv) all other agreement Contracts that are material to the Purchased Assets or the operation of the Project and not required to be previously disclosed pursuant to clauses (i) through (x) above the termination or lapse of which would reasonably be expected to have a Material Adverse Effectthis Section 4.05. (b) Each Material Contract required to be set forth in Section 3.10 of the Disclosure Schedule is a valid and binding agreement of on Seller or in accordance with its applicable Subsidiary, and, to the knowledge of Seller, the other parties thereto terms and is in full force and effect. None of Neither Seller or any of its Subsidiaries ornor, to the knowledge of Sellerits Knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach in of or default under), or has provided or received any respect under the terms notice of any such intention to terminate, any Material Contract. No event or circumstance has occurred that, except for with notice or lapse of time or both, would constitute an event of default under any such defaults Material Contract or breaches which result in a termination thereof or would notcause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. Complete and correct copies of each Material Contract (including all modifications, individually or amendments and supplements thereto and waivers thereunder) have been made available to Buyers. Except as disclosed in the aggregate, reasonably be expected Disclosure Schedules there are no material disputes pending or threatened under any Contract included in the Purchased Assets. (c) Section 2.01(b) of the Disclosure Schedules lists each surface rights agreement necessary to have a Material Adverse Effectexploit the Project.

Material Contracts. (a) With respect to Section 3.17(a) of the Business, neither Seller nor Disclosure Schedules lists each of the following contracts and agreements of the Company or any of its Subsidiaries is a party to or bound by:in effect as of the date hereof (such contracts and agreements, being “Material Contracts”): (i) all contracts and agreements for consideration in excess of $100,000 with customers or distributors of the Company or any lease (whether of real or personal property) requiring (A) annual rentals of its Subsidiaries who purchased $5,000,000 or more greater in products or (B) aggregate payments by or to Seller services from the Company and its Subsidiaries of $10,000,000 or moreSubsidiaries, in each case, during the case of each of clauses twelve (A12) and (B) that cannot be terminated month period ended on not more than 120 days’ notice without payment by any of Seller or its Subsidiaries of any material penaltyJune 30, 2013; (ii) except all contracts and agreements for consideration in excess of $100,000 with suppliers or vendors of the agreements described in clause (iii) below, any agreement for the purchase of materials, supplies, goods, services, equipment or other assets, or any other agreement under which either (A) since January 1, 2005 there have been payments to or by Seller Company or any of its Subsidiaries of who sold $5,000,000 or greater in products or services to the Company and its Subsidiaries, in each case, during the twelve (12) month period ended on June 30, 2013; (iii) all contracts and agreements for consideration in excess of $100,000 with independent contractors or consultants (or similar arrangements) that are not cancelable without penalty or further payment and without more than ninety (90) days’ notice; (iv) all contracts and agreements relating to Indebtedness of amounts in excess of $100,000; (v) all contracts and agreements that limit or (B) aggregate payments purport to or by Seller limit in any material respect the ability of the Company or any of its Subsidiaries to freely conduct or compete in any material line of business or with any Person or in any material geographic area or during any material period of time; (vi) all material Company IP Agreements excluding (A) licenses to customers and end users granted in the ordinary course of business and (B) Shrink‑Wrap Agreements with a replacement cost and/or aggregate annual license and maintenance fee of less than $10,000,000 or more are required, in each case that cannot be terminated on not more than 120 days’ notice without payment by Seller 500,000; (vii) all Real Property Leases requiring the Company or any of its Subsidiaries to collectively pay rent in excess of $100,000 annually and each contract and agreement affecting the ownership of or title to the Owned Real Property; (viii) all contracts and agreements between or among the Company or any of its Subsidiaries, on the one hand, and any Specified Person, on the other hand, to pay consideration in excess of $50,000 other than contracts or agreements with Employees described in Section 3.14(a); (ix) (x) any contract for the disposition of any material penalty; (iii) except for assets of the agreements described in clause (ii) above, any sales, distribution or other similar agreement providing for the sale to or by Seller Company or any of its Subsidiaries (other than sale of materialsproducts in the ordinary course of business and consistent with past practices), supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments by or to Seller or any of its Subsidiaries of $5,000,000 or more; (ivy) any material partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating to contract for the acquisition or disposition of any business (whether by merger, sale of stock, sale of the assets or otherwise) or any assets involving consideration in excess business of $5,000,000, except for another Person (other than purchases of inventory, capital expenditures or sales of inventory or obsolete equipment, in each case components in the ordinary course of business consistent with past practices; (vi) any agreement relating to under which the incurrence of Indebtedness, except any such agreement (A) with an aggregate outstanding principal amount not exceeding $5,000,000 or (B) entered into subsequent to the date of, and not in violation of, this Agreement; (vii) any material agreement between the Business on the one hand, and other business units of Seller Company or any Affiliate of Seller, on the other hand, that will not be terminated at its Subsidiaries has material obligations (whether contingent or prior to the Closing without creation of any liability that would be an Assumed Liability; (viii) any employment, deferred compensation, severance, retirement or other similar agreement entered into with any executive Business Employee or any other Business Employee whose annual base salary exceeds $125,000; (ix) any agreement relating to the extension of Indebtedness to, or the making of an equity investment in, any Person, in each case in excess of $5 million in the aggregate, other than the creation of accounts receivable in the ordinary course of businessotherwise); (x) any collective bargaining agreement that limits in any material respect the freedom of the Business to compete in any line of business or similar agreement with any Person labor organization, works council, trade organization or in any area, other than confidentiality agreements entered into in the ordinary course of business consistent with past practice; orEmployee representative; (xi) any settlement, conciliation or similar agreement with (A) any Governmental Authority with material outstanding obligations or (B) pursuant to which the Company or any of its Subsidiaries will be required after the date of this Agreement to pay consideration in excess of $250,000; (xii) all contracts concerning the establishment, governance, operation, or control, termination or economic rights of, any partnership, limited liability company, joint venture or similar enterprise; (xiii) all contracts and agreement in respect of any material bonus, pension, profit sharing, retirement or any other form of deferred compensation plan or practice, whether formal or informal, or any severance agreement not required or arrangement; (xiv) any other contract that involves a payment to or from the Company in excess of $250,000 on its face in any individual case; (xv) obligates the Company or any of its Subsidiaries to make any capital commitment, capital expenditure or minimum level of purchases in excess of $500,000; (xvi) all contracts or agreements (x) providing for any Person to be disclosed pursuant the exclusive provider of any product or service to clauses the Company or any of its Subsidiaries, or that otherwise involves the granting by the Company or any of its Subsidiaries to any Person exclusive rights, in such a manner that materially restricts the ability of the Company or its Subsidiaries from conducting business anywhere in the world, (y) any agreement with any Person set forth in Section 3.26(a) or Section 3.26(b) of the Disclosure Schedules, containing a provision of the type commonly referred to as a “most favored nation” provision for the benefit of a Person other than the Company or any of its Subsidiaries, or which otherwise provides that the Company or any of its Subsidiaries will offer to sell products to any Person at prices that are the same as or better than the prices offered to any other, or certain other, Persons, or (z) any agreement with any Person set forth in Section 3.26(a) or Section 3.26(b) of the Disclosure Schedules, containing a provision that establishes the price at which the Company or any of its Subsidiaries may purchase or sell products for a period of longer than one year from the date of such contract or agreement, other than, in each case, any such contract or agreement terminable upon no more than 30 days prior notice without penalty or payment; or (xvii) any outstanding commitment to enter into any contract of the type described in (i) through (xxvi) above the termination or lapse of which would reasonably be expected to have a Material Adverse Effectabove. (b) Each Material Contract required to be set forth in Section 3.10 of the Disclosure Schedule (i) is a valid and binding agreement on, and enforceable against, the Company or one of Seller or its applicable SubsidiarySubsidiaries, as the case may be, and, to the knowledge Knowledge of Sellerthe Company, the other parties thereto counterparty thereto, and is in full force and effect; and (ii) upon consummation of the Transactions, except to the extent that any consents set forth in Section 3.4 of the Disclosure Schedules are not obtained, shall continue in full force and effect without material penalty or other material and adverse consequence. None of Seller or Neither the Company nor any of its Subsidiaries oris and, to the knowledge Knowledge of Sellerthe Company, any no other party thereto is, in material breach of, or default under, any Material Contract to which it is in default a party, and no event has occurred or circumstances exists which, with the delivery of notice, the passage of time or both, would constitute such a breach in or default. Neither the Company nor any respect under of its Subsidiaries has received any written notice from any counterparty to any Material Contract to the terms effect that such counterparty intends to terminate or not renew any Material Contract or is seeking the renegotiation of any such Contract, except for any such defaults Material Contract or breaches which would not, individually or in substitute performance thereunder. The Company has made available true and complete copies of the aggregate, reasonably be expected Material Contracts (including all amendments and side letters thereto) to have a Material Adverse EffectParent.

Material Contracts. (a) With respect Schedule 2.10(a) sets forth a true and complete list of all Contracts of the following nature that are to be performed in whole or in part by any Dyn International Company (or under which such Dyn International Company may have a material contingent obligation to be performed) at or after the Businessdate of this Agreement (collectively with the DI Transferred Contracts (as hereinafter defined) and the DTSAS Government Contracts (as hereinafter defined), neither Seller nor any of its Subsidiaries is a party to or bound by:but excluding the Excluded Contracts (as hereinafter defined), the “Material Contracts”): (i) any lease each Contract of the Dyn International Companies that would have been required to be filed as an exhibit to an annual report of DI on Form 10-K pursuant to Item 601(b)(10) of Regulation S-K of the Securities Act were DI (whether x) the ultimate parent company of real or personal property) requiring (A) annual rentals all of $5,000,000 or more or (B) aggregate payments by or to Seller and its Subsidiaries of $10,000,000 or more, in the case of each of clauses (A) Dyn International Companies and (By) that cannot be terminated on not more than 120 days’ notice without payment by any subject to the requirements of Seller Section 13 or its Subsidiaries Section 15(d) of any material penaltythe Exchange Act as of the date hereof; (ii) except for the agreements described in clause (iii) below, any agreement for the purchase of materials, supplies, goods, services, equipment or other assets, or any other agreement under which either (A) since January 1, 2005 there have been payments to or by Seller or Contracts that materially restrict any of its Subsidiaries of $5,000,000 or more or (B) aggregate payments to or by Seller or any of its Subsidiaries of $10,000,000 or more are required, in each case that cannot be terminated on not more than 120 days’ notice without payment by Seller or any of its Subsidiaries of any material penalty; (iii) except for the agreements described in clause (ii) above, any sales, distribution or other similar agreement providing for the sale to or by Seller or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments by or to Seller or any of its Subsidiaries of $5,000,000 or more; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) or any assets involving consideration in excess of $5,000,000, except for purchases of inventory, capital expenditures or sales of inventory or obsolete equipment, in each case in the ordinary course of business consistent with past practices; (vi) any agreement relating to the incurrence of Indebtedness, except any such agreement (A) with an aggregate outstanding principal amount not exceeding $5,000,000 or (B) entered into subsequent to the date of, and not in violation of, this Agreement; (vii) any material agreement between the Business on the one hand, and other business units of Seller or any Affiliate of Seller, on the other hand, that will not be terminated at or prior to the Closing without creation of any liability that would be an Assumed Liability; (viii) any employment, deferred compensation, severance, retirement or other similar agreement entered into with any executive Business Employee or any other Business Employee whose annual base salary exceeds $125,000; (ix) any agreement relating to the extension of Indebtedness to, or the making of an equity investment in, any Person, in each case in excess of $5 million in the aggregate, other than the creation of accounts receivable in the ordinary course of business; (x) any agreement that limits in any material respect the freedom of the Business to compete Dyn International Companies from competing in any line of business or with any Person or person in any geographical area, other than confidentiality the “teaming” agreements entered into in connection with joint bids for Contracts and which only impose restrictions relating to such bid or Contract; (iii) (A) Contracts to which any of the Dyn International Companies is a party involving (1) the acquisition, merger or purchase of all or substantially all of the assets or business of any person involving aggregate consideration of $10 million or more, (2) the purchase or sale of assets, or a series of purchases and sales of assets, involving aggregate consideration of $5 million or more, or (3) the grant to any person of any preferential rights to purchase any material amount of its assets and (B) Contracts under which any of the Dyn International Companies may have any continuing indemnification obligation or any other contingent liability that could reasonably be expected to exceed $5 million (except, in the case of both (A) and (B) above, customer Contracts entered into in the ordinary course of business consistent with past practice; or); (iv) Contracts involving the receipt of, or payment by, any Dyn International Company of amounts in excess of $10 million per Contract during the current fiscal year of the Dyn International Companies or $50 million over the remaining life of such Contract; (v) Contracts (including loan agreements, credit agreements, notes, bonds, mortgages or other agreements, indentures or instruments) to which any of the Dyn International Companies is a party, relating to the borrowing of money, letters of credit, capital lease obligations, or interest rate or currency hedging activities; (vi) Contracts to which any of the Dyn International Companies is a party that require such company to indemnify another person for any material Environmental Claim or any other material liability or cost with respect to any Environmental Law; (vii) Contracts to which any of the Dyn International Companies is a party that would prohibit or delay any of the transactions contemplated by this Agreement; (viii) union Contracts and collective bargaining agreements required to be set forth on Schedule 2.11(d); (ix) employment and consulting Contracts required to be disclosed to Acquisition pursuant to Section 2.11(g)(ii) or (iii); (x) Contracts providing for indemnification of any officer or director of any of the Dyn International Companies that are required to be set forth on Schedule 2.16(a); (xi) joint venture, partnership, limited liability company or other Contracts involving a sharing of profits, losses, costs, or liabilities by the Dyn International Companies with any other agreement person or relating to any ownership or equity interest of the Dyn International Companies with respect to any Joint Venture identified on Schedule 2.2(a) ; and (xii) Contracts not required to be disclosed pursuant to otherwise described in any of clauses (i) through (xxi) above that are material to the termination or lapse of which would reasonably be expected to have Dyn International Companies, taken as a Material Adverse Effectwhole. (b) Each Contract required Schedule 2.10(b) sets forth a true and complete list of all Contracts to which CSC or any of its Subsidiaries (other than the Dyn International Companies) is a party or is otherwise bound that are scheduled to be set transferred to the Dyn International Companies pursuant to the Internal Alignment Transactions (the “DI Transferred Contracts”). (c) Schedule 2.10(c) sets forth in Section 3.10 a true and complete list of all Contracts that CSC or any of its Subsidiaries have transferred to DTSAS or Dyn Marine prior to the date of this Agreement that any Governmental Entity may require a novation following the date hereof (the “DTSAS Government Contracts”). (d) Schedule 2.10(d) sets forth a true and complete list of all Contracts to which any of the Disclosure Schedule Dyn International Companies is a party or are otherwise bound that are currently expected to be transferred to CSC or an affiliate thereof pursuant to the Internal Alignment Transactions (the “Excluded Contracts”). (e) Each Material Contract is valid and binding agreement of Seller or its applicable Subsidiary, and, to on the knowledge of Seller, the other parties Dyn International Company party thereto and is in full force and effect. None of Seller or any of its Subsidiaries or, and such Dyn International Company and, to the knowledge of CSC and the Seller, each other party thereto, has performed in all material respects all obligations required to be performed by it to date under such Material Contract. Except as set forth on Schedule 2.10(e), since April 2, 2004, none of CSC, the Seller or the Dyn International Companies has received written notice of any material violation or default under any Material Contract by the Dyn International Companies, as the case may be, nor do CSC or the Seller have any knowledge of any such violation or default by any other party thereto to a Material Contract. Original or true, correct and complete copies of all Material Contracts have been made available to Acquisition. (f) With respect to each of the Joint Ventures, CSC and the Seller have disclosed and made available to Acquisition original or true, correct and complete copies of all Contracts to which the any of the Dyn International Companies or any of the Joint Ventures is a party that contain any change in default control provisions that may be triggered as a result of the transactions contemplated by this Agreement, put options or breach in any respect under call options related to the terms of any such Contract, except for any such defaults or breaches which would not, individually or interests in the aggregateJoint Venture, rights of first refusal or other similar provisions or any provisions that are reasonably likely to affect the ability of Acquisition together with the remaining co-owners of each such entity, to direct and control such entity’s business operations as a result of the consummation of the transactions contemplated hereby. Except as set forth on Schedule 2.10(f), to the knowledge of CSC and the Seller, no Joint Venture has any material liability for which the Dyn International Companies may be expected to have a Material Adverse Effectheld liable.

Material Contracts. (a) With respect Schedule 4.18(a) contains a list of each of the following written Contracts and a description of each of the following oral Contracts to which the Business, neither Seller nor any of its Subsidiaries Company is a party to or bound by:(“Material Contracts”): (i) any lease all Contracts (whether of real or personal propertyother than the Leases listed on Schedule 4.7(b)) requiring (A) annual rentals of $5,000,000 or more or (B) that the Company reasonably anticipates will, in accordance with their terms, involve aggregate payments by or to Seller and its Subsidiaries the Company of $10,000,000 or more, in the case of each of clauses (A) and (B) that cannot be terminated on not more than 120 days’ $250,000 in any year and that are not cancelable by the Company without Liability on ninety (90) or less days notice without payment by any of Seller or its Subsidiaries of any material penaltyto the other Party thereto; (ii) except for all Contracts that the agreements described Company reasonably anticipates will, in clause (iii) belowaccordance with their terms, any agreement for the purchase of materials, supplies, goods, services, equipment or other assets, or any other agreement under which either (A) since January 1, 2005 there have been payments to or by Seller or any of its Subsidiaries of $5,000,000 or more or (B) involve aggregate payments to or by Seller or any the Company of its Subsidiaries of $10,000,000 or more are required, in each case that cannot be terminated on not more than 120 days’ notice without payment by Seller or $250,000 in any of its Subsidiaries of any material penaltyyear; (iii) except all Contracts for the agreements described lease of personal property by the Company, anticipated to involve annual payments in clause (ii) above, any sales, distribution or other similar agreement providing for the sale to or by Seller or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments by or to Seller or any of its Subsidiaries excess of $5,000,000 250,000 by the Company and not cancelable without Liability on ninety (90) or moreless days notice to the lessor; (iv) any material partnership, joint venture or other similar agreement or arrangementall employment Contracts; (v) any agreement relating all Contracts that limit or purport to limit the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) or any assets involving consideration in excess of $5,000,000, except for purchases of inventory, capital expenditures or sales of inventory or obsolete equipment, in each case in the ordinary course of business consistent with past practices; (vi) any agreement relating to the incurrence of Indebtedness, except any such agreement (A) with an aggregate outstanding principal amount not exceeding $5,000,000 or (B) entered into subsequent to the date of, and not in violation of, this Agreement; (vii) any material agreement between the Business on the one hand, and other business units of Seller or any Affiliate of Seller, on the other hand, that will not be terminated at or prior to the Closing without creation of any liability that would be an Assumed Liability; (viii) any employment, deferred compensation, severance, retirement or other similar agreement entered into with any executive Business Employee or any other Business Employee whose annual base salary exceeds $125,000; (ix) any agreement relating to the extension of Indebtedness to, or the making of an equity investment in, any Person, in each case in excess of $5 million in the aggregate, other than the creation of accounts receivable in the ordinary course of business; (x) any agreement that limits in any material respect the freedom ability of the Business Company to compete in any line of business or with any Person or in any areageographic area or during any period of time; (vi) all IP Licenses; (vii) all Contracts under which the Company has incurred any Indebtedness or has directly or indirectly guaranteed indebtedness, liabilities or obligations of any other Person; (viii) all Contracts under which the Company has directly or indirectly made any advance, loan, extension of credit or capital contribution to, or other investment in, any Person in excess of $250,000; (ix) all Contracts entered into after January 1, 2001 relating to the sale or purchase by the Company of any properties, assets or business operations of any Person for a price in excess of $250,000, other than confidentiality agreements entered into the purchase and sale of inventory in the ordinary course of business; (x) all Contracts, other than those contemplated in Sections 4.18(a)(viii) and (ix), regarding any partnership, joint venture, strategic alliance or business consistent with past practicecombination, which could reasonably be anticipated to involve assets or liabilities in excess of $250,000, other than this Agreement and the other Transaction Documents; orand (xi) all Contracts with any other agreement not required to be disclosed pursuant to clauses (i) through (x) above current or former officer, member of the termination Board of Managers, employee, consultant of the Company or lapse partner, director or shareholder of which would reasonably be expected to have a Material Adverse EffectSellers. (b) Each Material Contract required to be set forth in Section 3.10 of the Disclosure Schedule is a valid and binding agreement of Seller or its applicable Subsidiary, on the Company and, to the knowledge of SellerSellers’ Knowledge, on the other parties thereto thereto, and is in full force and effect. None of Seller The Company is not in material breach of, or material default under, any of its Subsidiaries orMaterial Contract and, to the knowledge of SellerSellers’ Knowledge, any no other party thereto to any Material Contract is in material breach thereof or material default thereunder. Sellers have made available to Buyer correct and complete copies of all Material Contracts, together with all modifications or breach in supplements thereto. Except as set forth on Schedule 4.18(b) neither Sellers nor the Company has received written notice nor do Sellers have Knowledge that any respect under Material Contract is not to be renewed upon current expiration of the terms of any such Contract, except for any such defaults or breaches which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectterm stated therein.

Material Contracts. (a) With respect Section 3.12(a) of the Disclosure Schedules lists the following Contracts to which the Business, neither Seller nor any of its Subsidiaries Company is a party or by which it is bound (collectively, the “Material Contracts”) , a complete and correct copy of each of which has been made available to or bound byPurchaser: (i) Contracts with any lease (whether Stockholder or any current officer or director or Affiliate of real or personal property) requiring (A) annual rentals of $5,000,000 or more or (B) aggregate payments by or to Seller and its Subsidiaries of $10,000,000 or more, in the case of each of clauses (A) and (B) that cannot be terminated on not more than 120 days’ notice without payment by any of Seller or its Subsidiaries of any material penaltyCompany; (ii) except for the agreements described in clause Contracts with (iiia) below, any agreement for the purchase of materials, supplies, goods, services, equipment or other assets, or any other agreement under which either Material Customers and (Ab) since January 1, 2005 there have been payments to or by Seller or any of its Subsidiaries of $5,000,000 or more or (B) aggregate payments to or by Seller or any of its Subsidiaries of $10,000,000 or more are required, in each case that cannot be terminated on not more than 120 days’ notice without payment by Seller or any of its Subsidiaries of any material penaltyMaterial Suppliers); (iii) except for the agreements described in clause (ii) above, Contracts with any sales, distribution labor union or other similar agreement providing for the sale to or by Seller or association representing any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments by or to Seller or any of its Subsidiaries of $5,000,000 or moreBusiness Employee; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating to Contracts for the acquisition or disposition sale of any business (whether by merger, sale of stock, sale the assets of assets or otherwise) or any assets involving consideration in excess of $5,000,000, except for purchases of inventory, capital expenditures or sales of inventory or obsolete equipment, in each case in the ordinary course of business consistent with past practices; (vi) any agreement relating to the incurrence of Indebtedness, except any such agreement (A) with an aggregate outstanding principal amount not exceeding $5,000,000 or (B) entered into subsequent to the date of, and not in violation of, this Agreement; (vii) any material agreement between the Business on the one hand, and other business units of Seller or any Affiliate of Seller, on the other hand, that will not be terminated at or prior to the Closing without creation of any liability that would be an Assumed Liability; (viii) any employment, deferred compensation, severance, retirement or other similar agreement entered into with any executive Business Employee or any other Business Employee whose annual base salary exceeds $125,000; (ix) any agreement relating to the extension of Indebtedness to, or the making of an equity investment in, any Person, in each case in excess of $5 million in the aggregateCompany, other than the creation of accounts receivable sales in the ordinary course Ordinary Course of business; (x) any agreement that limits in any material respect the freedom of the Business to compete in any line of business or with any Person or in any areaBusiness, other than confidentiality agreements entered into in the ordinary course of business consistent with past practice; or (xi) any other agreement not required to be disclosed pursuant to clauses (i) through (x) above the termination or lapse of which would reasonably be expected to have a Material Adverse Effect. (b) Each Contract required to be set forth in Section 3.10 of the Disclosure Schedule is a valid and binding agreement of Seller or its applicable Subsidiary, and, to the knowledge of Seller, the other parties thereto and is in full force and effect. None of Seller or any of its Subsidiaries or, to the knowledge of Seller, any other party thereto is in default or breach in any respect under the terms of any such Contract, except for any such defaults or breaches which would notconsideration, individually or in the aggregate, reasonably in excess of $100,000; (v) Contracts with respect to Indebtedness, including xxxxxx, factoring, swaps and similar agreements and Contracts under which the Company has made or committed to make advances or loans to any other Person (other than trade receivables in the Ordinary Course of Business); (vi) (a) management agreements or Contracts for the employment of any director, officer, Business Employee or other Person on a full-time, part-time, consulting or other basis, excluding at-will employment agreements that are terminable without penalty or other payment, (b) Contracts with any director, officer, Business Employee or other Person providing for payment of cash or other compensation or benefits upon the consummation of the transactions contemplated hereby or severance, salary continuation or other post-employment benefits, or (c) Contracts with any director, officer, Business Employee or other Person (i) with an annual base cash compensation in excess of $100,000, or (ii) containing noncompete and/or nonsolicit provisions; (vii) all Contracts with independent contractors or consultants (or similar arrangements) to which the Company is a party and providing for payment of cash or other compensation or benefits of $100,000 or more per year; (viii) Contracts relating to the rental or use of real property, equipment, vehicles, other personal property or fixtures, except for Contracts not involving the lease of real property individually involving payment of annual rentals or sums less than $100,000; (ix) Contracts restricting the Company from engaging in any line of business or competing with any Person or in any geographical area, limiting the ability of the Company to solicit or hire or engage in transactions with employees, suppliers or customers of another Person, granting exclusivity (including with respect to any product) in favor of another Person, or containing any “most favored nation” or other preferred pricing provision; (x) Guarantees, specifying the maximum amount of each such Guarantee and whether the Guarantee is a non-contract Guarantee in bond form; (xi) Contracts that involve payments to or by the Company in excess of $150,000 per year; (xii) Contracts involving the payment by the Company or the Subsidiary of any earn-out, deferred or contingent payment, or other indemnification or material obligations remain outstanding; (xiii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (xiv) all Contracts whereby the Company has issued a Person a Warrant; (xv) any agreement concerning a partnership or joint venture; (xvi) Intellectual Property Contracts; and (xvii) any settlement agreement with any Person or any other agreement with a Governmental Body with any continuing obligations other than confidentiality and release. (b) Each Material Contract is in full force and effect and is a legal, valid and binding agreement of the Company, and there is no default or breach by the Company or the Subsidiary nor has any event occurred that would give rise to such a default, or, to the Company’s Knowledge, any other party, in the timely performance of any obligation to be expected performed or paid thereunder or any other material provision thereof, in each case with or without the lapse of time or the giving of notice. Except as set forth on Section 3.12(b) of the Disclosure Schedules, neither the Company nor any Subsidiary has received any notice of any default or breach by the Company or a Subsidiary under any Material Contract or any intention of the other party to have terminate or not renew any portion of a Material Adverse EffectContract.

Material Contracts. (a) With respect to Section 5.7(a) of the Business, neither Seller nor Disclosure Schedules lists each of the following Contracts (x) by which any of its Subsidiaries is a party the Purchased Assets are bound or affected or (y) to which Sellers, individually or collectively, are parties or by which they are bound by:in connection with the Business or the Purchased Assets (such Contracts, together with all Contracts concerning the occupancy, management or operation of any Real Property (including without limitation, brokerage contracts) listed or otherwise disclosed in Section 5.10(a) of the Disclosure Schedules and all Intellectual Property Agreements set forth in Section 5.11(b) of the Disclosure Schedules, being "Material Contracts"): (i) any lease (whether of real or personal property) requiring (A) annual rentals all Contracts involving aggregate consideration in excess of $5,000,000 or more or (B) aggregate payments by or to Seller 20,000 and its Subsidiaries of $10,000,000 or morewhich, in the case of each of clauses (A) and (B) that case, cannot be terminated on not cancelled without penalty or without more than 120 ninety (90) calendar days’ notice without payment by any of Seller or its Subsidiaries of any material penalty' notice; (ii) except for all Contracts that require Sellers to purchase or sell a stated portion of the agreements described in clause (iii) below, any agreement for requirements or outputs of the purchase of materials, supplies, goods, services, equipment Business or other assets, that contain "take or any other agreement under which either (A) since January 1, 2005 there have been payments to or by Seller or any of its Subsidiaries of $5,000,000 or more or (B) aggregate payments to or by Seller or any of its Subsidiaries of $10,000,000 or more are required, in each case that cannot be terminated on not more than 120 days’ notice without payment by Seller or any of its Subsidiaries of any material penaltypay" provisions; (iii) except all Contracts that provide for the agreements described in clause (ii) aboveindemnification of any Person or the assumption of any Tax, any sales, distribution environmental or other similar agreement providing for the sale to or by Seller or Liability of any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments by or to Seller or any of its Subsidiaries of $5,000,000 or morePerson; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating all Contracts that relate to the acquisition or disposition of any business business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise); (v) or any assets involving consideration in excess of $5,000,000all broker, except for purchases of inventorydistributor, capital expenditures or dealer, manufacturer's representative, franchise, agency, sales of inventory or obsolete equipmentpromotion, in each case in the ordinary course of business consistent with past practicesmarket research, marketing consulting and advertising Contracts; (vi) any agreement relating to the incurrence of IndebtednessExcept for Legacy Capital Advisors, except any such agreement LLC, all employment agreements and Contracts with independent contractors or consultants (Aor similar arrangements) with an aggregate outstanding principal amount and which are not exceeding $5,000,000 cancellable without material penalty or without more than ninety (B90) entered into subsequent to the date of, and not in violation of, this Agreementcalendar days' notice; (vii) any material agreement between the Business on the one handexcept for Contracts relating to trade receivables, and other business units of Seller or any Affiliate of Sellerall Contracts relating to indebtedness (including, on the other handwithout limitation, that will not be terminated at or prior to the Closing without creation of any liability that would be an Assumed Liabilityguarantees); (viii) any employment, deferred compensation, severance, retirement or other similar agreement entered into all Contracts with any executive Business Employee or any other Business Employee whose annual base salary exceeds $125,000Governmental Authority ("Government Contracts"); (ix) any agreement relating all Contracts that limit or purport to limit the extension ability of Indebtedness to, or the making of an equity investment in, any Person, in each case in excess of $5 million in the aggregate, other than the creation of accounts receivable in the ordinary course of business; (x) any agreement that limits in any material respect the freedom of the Business Sellers to compete in any line of business or with any Person or in any areageographic area or during any period of time; (x) all joint venture, other than confidentiality agreements entered into in the ordinary course of business consistent with past practice; orpartnership or similar Contracts; (xi) all Contracts for the sale of any of the Purchased Assets or for the grant to any Person of any option, right of first refusal or preferential or similar right to purchase any of the Purchased Assets; (xii) all powers of attorney with respect to the Business or any Purchased Asset; (xiii) all collective bargaining agreements or Contracts with any Union; and (xiv) all other agreement Contracts that are material to the Purchased Assets or the operation of the Business and not required to be previously disclosed pursuant to clauses (i) through (x) above the termination or lapse of which would reasonably be expected to have a Material Adverse Effectthis Section 5.7. (b) Each Material Contract required to be set forth in Section 3.10 of the Disclosure Schedule is a valid and binding agreement of Seller on Sellers, individually or collectively, as applicable, in accordance with its applicable Subsidiary, and, to the knowledge of Seller, the other parties thereto terms and is in full force and effect. None of Seller or any of its Subsidiaries Sellers or, to the knowledge of SellerSellers’ Knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under) in any respect under the terms material respect, or has provided or received any notice of any such intention to terminate, any Material Contract. No event or circumstance has occurred that, except for with notice or lapse of time or both, would constitute an event of default under any such defaults Material Contract or breaches which result in a termination thereof or would notcause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. Complete and correct copies of each Material Contract (including all modifications, individually amendments and supplements thereto and waivers thereunder) have been made available to Buyer. There are no material disputes pending or threatened under any Contract included in the aggregate, reasonably be expected to have a Material Adverse EffectPurchased Assets.

Material Contracts. Section 4.28(h) of the Company Disclosure Schedules lists each of the following Contracts of the Acquisition Targets disclosed the transaction documents governing the applicable Pipeline Binding Acquisition (asuch Contracts, together with all Contracts concerning the occupancy, management or operation of any Real Property (including without limitation, brokerage contracts) With respect to listed or otherwise disclosed in Section 4.28(h) of the BusinessCompany Disclosure Schedules, neither Seller nor any of its Subsidiaries is a party to or bound by:being “Acquisition Target Material Contracts”): (i) any lease (whether of real or personal property) requiring (A) annual rentals each Contract involving aggregate consideration in excess of $5,000,000 or more or (B) aggregate payments by or to Seller [***], inclusive of the capital expenditures of the Companies, and its Subsidiaries of $10,000,000 or morewhich, in the case of each of clauses (A) and (B) that case, cannot be terminated on not cancelled thereby without penalty or without more than 120 ninety (90) days’ notice without payment by any of Seller or its Subsidiaries of any material penaltynotice; (ii) except all purchase agreements, merger agreements or similar acquisition or disposition agreements that provide for the agreements described in clause (iii) below, any agreement for the purchase of materials, supplies, goods, services, equipment or other assets, or any other agreement under which either (A) since January 1, 2005 there have been payments to or by Seller or any of its Subsidiaries of $5,000,000 or more or (B) aggregate payments to or by Seller or any of its Subsidiaries of $10,000,000 or more are required, in each case that cannot be terminated on not more than 120 days’ notice without payment by Seller or any of its Subsidiaries of any material penalty; (iii) except for the agreements described in clause (ii) above, any sales, distribution or other similar agreement providing for the sale to or by Seller or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments by or to Seller or any of its Subsidiaries of $5,000,000 or more; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating to the acquisition or disposition of any business business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise); (iii) all employment agreements and Contracts with independent contractors or consultants (or similar arrangements) to which any assets involving consideration of the Acquisition Targets is a party and which provide for annual compensation in excess of $5,000,000[***] and are not cancellable without penalty or without more than ninety (90) days’ notice; (iv) all Contracts relating to material indebtedness for borrowed money (including, except for purchases without limitation, guarantees) of inventoryany Acquisition Target; (v) any partnership, joint venture or similar agreements that could require any payment or contribution in excess of $[***], inclusive of the capital expenditures or sales of inventory or obsolete equipment, in each case in the ordinary course of business consistent with past practicesCompanies; (vi) any agreement relating to limiting or restraining in any material respect any of the incurrence Acquisition Targets or any successor thereto from soliciting customers or engaging or competing in any manner (including any non-competition covenants, exclusivity restrictions, rights of Indebtednessfirst refusal or most-favored pricing clauses), except in any such agreement (A) with an aggregate outstanding principal amount not exceeding $5,000,000 location or (B) entered into subsequent to the date of, and not in violation of, this Agreementany business; (vii) any agreement that grants to any Person any right of first offer or right of first refusal to purchase, lease, sublease, use, possess or occupy all or a substantial portion of the material agreement between the Business on the one hand, and other business units assets of Seller or any Affiliate of Seller, on the other hand, that will not be terminated at or prior to the Closing without creation of any liability that would be an Assumed LiabilityAcquisition Target; (viii) any employment, deferred compensation, severance, retirement or other similar agreement entered into all material Contracts with any executive Business Employee or Governmental Authority to which any other Business Employee whose annual base salary exceeds $125,000of the Acquisition Targets is a party; (ix) all Contracts that limit or purport to limit the ability of any agreement relating to the extension of Indebtedness to, or the making of an equity investment in, any Person, in each case in excess of $5 million in the aggregate, other than the creation of accounts receivable in the ordinary course of business; (x) any agreement that limits in any material respect the freedom of the Business Acquisition Targets to compete in any line of business or with any Person or in any area, other than confidentiality agreements entered into in the ordinary course geographic area or during any period of business consistent with past practicetime; orand (xi) any other agreement not required to be disclosed pursuant to clauses (i) through (x) above the termination all collective bargaining agreements or lapse of Contracts with any Union to which would reasonably be expected to have a Material Adverse Effect. (b) Each Contract required to be set forth in Section 3.10 any of the Disclosure Schedule Acquisition Targets is a party. Complete and correct copies of each Acquisition Target Material Contract have been made available to Harvest. Each Acquisition Target Material Contract is valid and binding agreement of Seller or on the applicable Acquisition Target in accordance with its applicable Subsidiary, and, to the knowledge of Seller, the other parties thereto terms and is in full force and effect. None of Seller or any of its Subsidiaries the Acquisition Targets or, to the knowledge of SellerCompany’s Knowledge, any other party thereto is in material breach of or default under (or, to the Company’s Knowledge, is alleged to be in material breach of or breach in default under), or has provided or received any respect under the terms notice of any such intention to terminate, any Acquisition Target Material Contract. To the Knowledge of the Company, except for no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any such defaults Acquisition Target Material Contract or breaches which result in a termination thereof or would notcause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. As of the date of this Agreement, individually there exists no actual, or in to the aggregateCompany’s Knowledge threatened, reasonably be expected to have a termination or cancellation or material limitation of any Material Adverse EffectContract.

Material Contracts. (a) With respect Section 3.08(a) of the Disclosure Schedules lists each of the following Contracts of the Company (such Contracts, together with all Contracts concerning the occupancy, management or operation of any Real Property (including without limitation, brokerage contracts) listed or otherwise disclosed in Section 3.10(b) of the Disclosure Schedules and all Contracts relating to Intellectual Property set forth in Section 3.11(d) and Section 3.11(f) of the BusinessDisclosure Schedules, neither Seller nor any of its Subsidiaries is a party to or bound by:being “Material Contracts”): (i) any lease (whether each Contract of real or personal property) requiring (A) annual rentals the Company involving aggregate consideration in excess of $5,000,000 or more or (B) aggregate payments by or to Seller 50,000 and its Subsidiaries of $10,000,000 or morewhich, in the case of each of clauses (A) and (B) that case, cannot be terminated on not cancelled by the Company without penalty or without more than 120 30 days’ notice without payment by any of Seller or its Subsidiaries of any material penaltynotice; (ii) except for all Contracts that require the agreements described in clause (iii) below, any agreement for the Company to purchase of materials, supplies, goods, services, equipment or other assets, or any other agreement under which either (A) since January 1, 2005 there have been payments to or by Seller or any of its Subsidiaries of $5,000,000 or more or (B) aggregate payments to or by Seller or any of its Subsidiaries of $10,000,000 or more are required, in each case that cannot be terminated on not more than 120 days’ notice without payment by Seller or any of its Subsidiaries total requirements of any material penaltyproduct or service from a third party or that contain “take or pay” provisions; (iii) except all Contracts that provide for the agreements described in clause (ii) aboveindemnification by the Company of any Person or the assumption of any Tax, any sales, distribution environmental or other similar agreement providing for the sale to or by Seller or Liability of any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments by or to Seller or any of its Subsidiaries of $5,000,000 or morePerson; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating all Contracts that relate to the acquisition or disposition of any business business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise); (v) or any assets involving consideration in excess of $5,000,000all broker, except for purchases of inventorydistributor, capital expenditures or dealer, manufacturer’s representative, franchise, agency, sales of inventory or obsolete equipmentpromotion, in each case in market research, marketing consulting and advertising Contracts to which the ordinary course of business consistent with past practicesCompany is a party; (vi) any agreement relating all employment agreements and Contracts with independent contractors or consultants (or similar arrangements) to which the incurrence of Indebtedness, except any such agreement (A) with an aggregate outstanding principal amount Company is a party and which are not exceeding $5,000,000 cancellable without material penalty or (B) entered into subsequent to the date of, and not in violation of, this Agreementwithout more than 30 days’ notice; (vii) any material agreement between except for Contracts relating to trade receivables, all Contracts relating to indebtedness (including, without limitation, guarantees) of the Business on the one hand, and other business units of Seller or any Affiliate of Seller, on the other hand, that will not be terminated at or prior to the Closing without creation of any liability that would be an Assumed LiabilityCompany; (viii) any employment, deferred compensation, severance, retirement or other similar agreement entered into all Contracts with any executive Business Employee or any other Business Employee whose annual base salary exceeds $125,000Governmental Authority to which the Company is a party; (ix) any agreement relating all Contracts that limit or purport to limit the extension of Indebtedness to, or the making of an equity investment in, any Person, in each case in excess of $5 million in the aggregate, other than the creation of accounts receivable in the ordinary course of business; (x) any agreement that limits in any material respect the freedom ability of the Business Company to compete in any line of business or with any Person or in any areageographic area or during any period of time; (x) any Contracts to which the Company is a party that provide for any joint venture, other than confidentiality agreements entered into in partnership or similar arrangement by the ordinary course of business consistent with past practice; orCompany; (xi) all collective bargaining agreements or Contracts with any Union to which the Company is a party; and (xii) any other agreement Contract that is material to the Company and not required to be previously disclosed pursuant to clauses (i) through (x) above the termination or lapse of which would reasonably be expected to have a Material Adverse Effectthis Section 3.08. (b) Each Material Contract required to be set forth in Section 3.10 of the Disclosure Schedule is a valid and binding agreement of Seller or on the Company in accordance with its applicable Subsidiary, and, to the knowledge of Seller, the other parties thereto terms and is in full force and effect. None of Seller or any of its Subsidiaries the Company or, to the knowledge of SellerParent’s Knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach in of or default under), or has provided or received any respect under the terms notice of any such intention to terminate, any Material Contract. No event or circumstance has occurred that, except for with notice or lapse of time or both, would constitute an event of default under any such defaults Material Contract or breaches which result in a termination thereof or would notcause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. Complete and correct copies of each Material Contract (including all modifications, individually or in the aggregate, reasonably be expected amendments and supplements thereto and waivers thereunder) have been made available to have a Material Adverse EffectInvestor.

Material Contracts. (a) With respect to Section 4.06(a) of the Business, neither Seller nor Disclosure Schedules lists each of the following Contracts (x) by which any of its Subsidiaries the Purchased Assets are bound or affected or (y) to which Seller is a party to and by which it is bound primarily in connection with the operation of the Business or bound by:the Purchased Assets (collectively, the “Material Contracts”): (i) any lease (whether of real or personal property) requiring (A) annual rentals all Contracts involving aggregate consideration in excess of $5,000,000 100,000 or requiring performance by any party more or (B) aggregate payments by or to Seller and its Subsidiaries of $10,000,000 or morethan one year from the date hereof, which, in the case of each of clauses (A) and (B) that case, cannot be terminated on not cancelled without penalty or without more than 120 ninety (90) days’ notice without payment by any of Seller or its Subsidiaries of any material penaltynotice; (ii) except for all Contracts that relate to the agreements described in clause (iii) below, any agreement for the purchase sale of materials, supplies, goods, services, equipment or other assets, or any other agreement under which either (A) since January 1, 2005 there have been payments to or by Seller or any of its Subsidiaries the Purchased Assets, other than in the ordinary course of business, for consideration in excess of $5,000,000 or more or (B) aggregate payments to or by Seller or any of its Subsidiaries of $10,000,000 or more are required, in each case that cannot be terminated on not more than 120 days’ notice without payment by Seller or any of its Subsidiaries of any material penalty100,000; (iii) except for the agreements described in clause (ii) above, any sales, distribution or other similar agreement providing for the sale to or by Seller or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments by or to Seller or any of its Subsidiaries of $5,000,000 or more; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating all Contracts that relate to the acquisition or disposition of any business business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise) or any assets ), in each case involving consideration amounts in excess of $5,000,000, 100,000; (iv) except for purchases agreements relating to trade receivables, all Contracts relating to indebtedness (including, without limitation, letters of inventory, capital expenditures or sales of inventory or obsolete equipmentcredit and guarantees), in each case having a principal amount in the ordinary course excess of business consistent $25,000; (v) all broker, exclusive dealing or exclusivity, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing, consulting and advertising Contracts with past practicespayments greater than $25,000 per year or any other Contract that compensates any Person based on sales with payments greater than $25,000; (vi) all Contracts including clauses requiring the Business to purchase minimum quantities (or pay any agreement relating amount for failure to the incurrence purchase any specific quantities) of Indebtednessgoods or services, except any such agreement or contains “most favored customer” or similar pricing arrangements; (Avi) with an aggregate outstanding principal amount not exceeding $5,000,000 partnership, joint venture or (B) entered into subsequent to the date of, and not in violation of, this Agreementother similar agreements or arrangements; (vii) any material agreement between agreements for the Business on purchase or sale of products or services with the one hand, Material Customers and other business units of Seller or any Affiliate of Seller, on the other hand, that will not be terminated at or prior to the Closing without creation of any liability that would be an Assumed Liability; (viii) any employment, deferred compensation, severance, retirement or other similar agreement entered into with any executive Business Employee or any other Business Employee whose annual base salary exceeds $125,000Material Suppliers; (ix) any agreement relating to agreements providing for aggregate, non-cancellable payments after the extension of Indebtedness to, or the making of an equity investment in, any Person, in each case date hereof in excess of $5 million in the aggregate, 100,000 (other than the creation of accounts receivable in the ordinary course of businessagreements with customers); (x) any agreement that limits in any material respect the freedom of the Business to compete in any line of business or with any Person or in any area, other than confidentiality agreements entered into in the ordinary course of business consistent with past practice; or (xi) any other agreement not required to be disclosed pursuant to clauses (i) through (x) above the termination or lapse of which would reasonably be expected to have a Material Adverse Effect. (b) Each Contract required to be set forth in Section 3.10 of the Disclosure Schedule is a valid and binding agreement of Seller or its applicable Subsidiary, and, to the knowledge of Seller, the other parties thereto and is in full force and effect. None of Seller or any of its Subsidiaries or, to the knowledge of Seller, any other party thereto is in default or breach in any respect under the terms of any such Contract, except for any such defaults or breaches which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Material Contracts. (a) With respect to Section 4.05(a) of the Business, neither Seller nor Disclosure Schedules lists each of the following Contracts (x) by which any of its Subsidiaries the Purchased Assets are bound or affected or (y) to which either Seller or an Affiliate of Seller is a party or by which it is bound, in each case, in connection with the Business or the Purchased Assets (such Contracts, and all Contracts relating to or bound by:Intellectual Property set forth in Section 4.08 of the Disclosure Schedules, being “Material Contracts”): (i) any lease (whether of real or personal property) requiring (A) annual rentals all Contracts involving aggregate consideration in excess of $5,000,000 or more or (B) aggregate payments by or to Seller 10,000.00 and its Subsidiaries of $10,000,000 or morewhich, in the case of each of clauses (A) and (B) that case, cannot be terminated on not cancelled without penalty or without more than 120 90 days’ notice without payment by any of Seller or its Subsidiaries of any material penaltynotice; (ii) except all Contracts that require Seller to purchase or sell a stated portion of the requirements or outputs of the Business or that contain provisions that create an obligation on the part of Seller to pay for a product or service even if Seller does not take delivery of the agreements described in clause (iii) below, any agreement for product or use the purchase of materials, supplies, goods, services, equipment or other assets, or any other agreement under which either (A) since January 1, 2005 there have been payments to or by Seller or any of its Subsidiaries of $5,000,000 or more or (B) aggregate payments to or by Seller or any of its Subsidiaries of $10,000,000 or more are required, in each case that cannot be terminated on not more than 120 days’ notice without payment by Seller or any of its Subsidiaries of any material penaltyservice; (iii) except all Contracts that provide for the agreements described in clause (ii) aboveindemnification of any Person or the assumption of any Tax, any sales, distribution environmental or other similar agreement providing for the sale to or by Seller or Liability of any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments by or to Seller or any of its Subsidiaries of $5,000,000 or morePerson; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating all Contracts that relate to the acquisition or disposition of any business business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise); (v) or any assets involving consideration in excess of $5,000,000all broker, except for purchases of inventorydistributor, capital expenditures or dealer, manufacturer’s representative, franchise, agency, sales of inventory or obsolete equipmentpromotion, in each case in the ordinary course of business consistent with past practicesmarket research, marketing consulting and advertising Contracts; (vi) any agreement relating to the incurrence of Indebtedness, except any such agreement all employment agreements and Contracts with independent contractors or consultants (Aor similar arrangements) with an aggregate outstanding principal amount and which are not exceeding $5,000,000 cancellable without material penalty or (B) entered into subsequent to the date of, and not in violation of, this Agreementwithout more than 90 days’ notice; (vii) any material agreement between the Business on the one handexcept for Contracts relating to trade receivables, and other business units of Seller or any Affiliate of Sellerall Contracts relating to indebtedness (including, on the other handwithout limitation, that will not be terminated at or prior to the Closing without creation of any liability that would be an Assumed Liabilityguarantees); (viii) any employment, deferred compensation, severance, retirement or other similar agreement entered into all Contracts with any executive Business Employee or any other Business Employee whose annual base salary exceeds $125,000Governmental Authority; (ix) any agreement relating all Contracts that limit or purport to limit the extension ability of Indebtedness to, or the making of an equity investment in, any Person, in each case in excess of $5 million in the aggregate, other than the creation of accounts receivable in the ordinary course of business; (x) any agreement that limits in any material respect the freedom of the Business Seller to compete in any line of business or with any Person or in any areageographic area or during any period of time; (x) all joint venture, other than confidentiality agreements entered into in the ordinary course of business consistent with past practice; orpartnership or similar Contracts; (xi) all Contracts for the sale of any of the Purchased Assets or for the grant to any Person of any option, right of first refusal or preferential or similar right to purchase any of the Purchased Assets; (xii) all powers of attorney with respect to the Business or any Purchased Asset; (xiii) all collective bargaining agreements (specific or general) or Contracts with any union or labor organization; and (xiv) all other agreement Contracts that are material to the Purchased Assets or the operation of the Business and not required to be previously disclosed pursuant to clauses (i) through (x) above the termination or lapse of which would reasonably be expected to have a Material Adverse Effectthis Section 4.05. (b) Each Material Contract required to be set forth in Section 3.10 of the Disclosure Schedule is a valid and binding agreement of on Seller or Seller’s Affiliate, as applicable, in accordance with its applicable Subsidiary, and, to the knowledge of Seller, the other parties thereto terms and is in full force and effect. None of Seller or any of its Subsidiaries Seller’s Affiliate, as applicable, or, to the knowledge of SellerRepresentors’ Knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under) in any respect under the terms material respect, or has provided or received any notice of any such intention to terminate, any Material Contract. No event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. Complete and correct copies of each Material Contract (including all modifications, amendments, and supplements thereto and waivers thereunder) have been made available to Buyer, except for certain Material Contracts relating to real property that Buyer agreed not to review. There are no material disputes pending or threatened under any such defaults or breaches which would not, individually or Contract included in the aggregate, reasonably be expected to have a Material Adverse EffectPurchased Assets.

Material Contracts. (a) With respect Section 3.09(a) of the Disclosure Schedule lists each of the following Contracts of the Company (such Contracts, together with all Contracts disclosed in Sections 3.10(a) or 3.10(b) (“Real Property”), Section 3.12(b) (“Company IP Agreements”) and Section 3.14(a) (“Franchise Agreements”) of the Disclosure Schedules, are referred to the Business, neither Seller nor any of its Subsidiaries is a party to or bound by:herein as “Material Contracts”): (i) any lease (whether each Contract of real or personal property) requiring (A) annual rentals the Company involving aggregate consideration in excess of $5,000,000 or more or (B) aggregate payments by or to Seller 100,000 and its Subsidiaries of $10,000,000 or morewhich, in the case of each of clauses (A) and (B) that case, cannot be terminated on not cancelled by the Company without penalty or without more than 120 90 days’ notice without payment by any of Seller or its Subsidiaries of any material penaltynotice; (ii) except for all Contracts that require the agreements described in clause (iii) below, any agreement for the Company to purchase of materials, supplies, goods, services, equipment or other assets, or any other agreement under which either (A) since January 1, 2005 there have been payments to or by Seller or any of its Subsidiaries of $5,000,000 or more or (B) aggregate payments to or by Seller or any of its Subsidiaries of $10,000,000 or more are required, in each case that cannot be terminated on not more than 120 days’ notice without payment by Seller or any of its Subsidiaries total requirements of any material penaltyproduct or service from a third party or that contain “take or pay” provisions; (iii) except all Contracts that provide for the agreements described in clause (ii) above, indemnification by the Company of any sales, distribution Person with respect to any Tax or other similar agreement providing for the sale to or by Seller or environmental Liability of any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments by or to Seller or any of its Subsidiaries of $5,000,000 or morePerson; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating all Contracts that relate to the acquisition or disposition of any business business, a material amount of equity or assets of any other Person or any real property (whether by merger, sale of stockstock or other equity interests, sale of assets or otherwise); (v) or any assets involving consideration in excess of $5,000,000all broker, except for purchases of inventorydistributor, capital expenditures or dealer, manufacturer’s representative, franchise, agency, sales of inventory or obsolete equipmentpromotion, in each case in market research, marketing consulting and advertising Contracts to which the ordinary course of business consistent with past practicesCompany is a party; (vi) any agreement relating all employment agreements and Contracts with independent contractors or consultants (or similar arrangements) to which the incurrence of Indebtedness, except any such agreement (A) with an aggregate outstanding principal amount Company is a party and which are not exceeding $5,000,000 cancellable without material penalty or (B) entered into subsequent to the date of, and not in violation of, this Agreementwithout more than 90 days’ notice; (vii) any material agreement between except for Contracts relating to trade receivables, all Contracts relating to indebtedness (including, without limitation, guarantees) of the Business on the one hand, and other business units of Seller or any Affiliate of Seller, on the other hand, that will not be terminated at or prior to the Closing without creation of any liability that would be an Assumed LiabilityCompany; (viii) any employment, deferred compensation, severance, retirement or other similar agreement entered into all Contracts with any executive Business Employee or any other Business Employee whose annual base salary exceeds $125,000Governmental Authority to which the Company is a party (“Government Contracts”); (ix) any agreement relating all Contracts that limit or purport to limit the extension of Indebtedness to, or the making of an equity investment in, any Person, in each case in excess of $5 million in the aggregate, other than the creation of accounts receivable in the ordinary course of business; (x) any agreement that limits in any material respect the freedom ability of the Business Company to compete in any line of business or with any Person or in any areageographic area or during any period of time; (x) any Contracts to which the Company is a party that provide for any joint venture, other than confidentiality agreements entered into in partnership or similar arrangement by the ordinary course of business consistent with past practice; orCompany; (xi) all Contracts between the Company, on the one hand, and Sellers or any Affiliate of Sellers (other than the Company), on the other hand; (xii) all collective bargaining agreements or Contracts with any Union to which the Company is a party; and (xiii) any other agreement Contract that is material to the Company and not required to be previously disclosed pursuant to clauses (i) through (x) above the termination or lapse of which would reasonably be expected to have a Material Adverse Effectthis Section 3.09. (b) Each To the Knowledge of Sellers, each Material Contract required to be set forth in Section 3.10 of the Disclosure Schedule is a valid and binding agreement of Seller or on the Company in accordance with its applicable Subsidiary, and, to the knowledge of Seller, the other parties thereto terms and is in full force and effect. None Except as set forth in Section 3.09(b) of Seller or any of its Subsidiaries orthe Disclosure Schedules, neither the Company, nor, to the knowledge of SellerSellers’ Knowledge, any other party thereto to a Material Contract is in breach of or default under (or is alleged to be in breach of or default under) in any respect under the terms material respect, or has provided or received any notice of any such Contractintention to terminate, except for any such defaults Material Contract as of the date hereof. No event or breaches which circumstance has occurred that, with notice or lapse of time or both, would notconstitute an event of default under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. Complete and correct copies of each Material Contract (including all modifications, individually or amendments, and supplements thereto and waivers thereunder) have been made available to Buyer. The “knowledge” qualification set forth in the aggregatefirst sentence of this Section 3.09(b) shall not minimize, reasonably impair or be expected deemed to have a Material Adverse Effectmodify or qualify any representation or warranty set forth in any other Section of this ARTICLE III, including in particular the representations and warranties set forth in Sections 3.10(b), 3.12 and 3.14.

Material Contracts. (a) With respect Section 3.17 of the Seller Disclosure Letter sets forth the following Contracts to which the Business, neither Seller nor any of Company or its Subsidiaries Subsidiary is a party to (such Contracts, together with all Contracts concerning (x) the occupancy, management or bound by:operation of any Real Property listed or otherwise disclosed in Section 3.19 of the Seller Disclosure Letter, and (y) affiliate transactions disclosed in Section 3.23 of the Seller Disclosure Letter, being a “Material Contract”): (i) any lease (whether all Contracts to purchase or supply raw materials, supplies, products or other personal property or services of real an amount or personal property) requiring (A) annual rentals value in excess of $5,000,000 or more or (B) aggregate payments by or to Seller 150,000 and its Subsidiaries of $10,000,000 or more, in the case of each of clauses (A) and (B) that cannot be terminated canceled without penalty on not more less than 120 ninety (90) days’ notice without payment by any of Seller or its Subsidiaries of any material penaltynotice; (ii) except for all Contracts that require the agreements described in clause (iii) below, any agreement for the Company or its Subsidiary to purchase of materials, supplies, goods, services, equipment or other assets, or any other agreement under which either (A) since January 1, 2005 there have been payments to or by Seller or any of its Subsidiaries of $5,000,000 or more or (B) aggregate payments to or by Seller or any of its Subsidiaries of $10,000,000 or more are required, in each case that cannot be terminated on not more than 120 days’ notice without payment by Seller or any of its Subsidiaries total requirements of any material penaltyproduct or service from a third party or that contain “take or pay” provisions; (iii) except all Contracts that provide for the agreements described in clause (ii) aboveindemnification by the Company or its Subsidiary of any Person or the assumption of any Tax, any sales, distribution environmental or other similar agreement providing for the sale to or by Seller or Liability of any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments by or to Seller or any of its Subsidiaries of $5,000,000 or morePerson; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating all Contracts that relate to the acquisition or disposition of any business business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise); (v) or any assets involving consideration in excess of $5,000,000all broker, except for purchases of inventorydistributor, capital expenditures or dealer, manufacturer’s representative, franchise, agency, sales of inventory or obsolete equipmentpromotion, in each case in the ordinary course of business consistent with past practicesmarket research, marketing consulting and advertising Contracts; (vi) any agreement relating to the incurrence of Indebtedness, except any such agreement all employment agreements and Contracts with independent contractors or consultants (Aor similar arrangements) with an aggregate outstanding principal amount which are not exceeding $5,000,000 cancellable without material penalty or (B) entered into subsequent to the date of, and not in violation of, this Agreementwithout more than 90 days’ notice; (vii) any material agreement between except for Contracts relating to trade receivables, all Contracts relating to Indebtedness of the Business on the one hand, and other business units of Seller Company or any Affiliate of Seller, on the other hand, that will not be terminated at or prior to the Closing without creation of any liability that would be an Assumed Liabilityits Subsidiary; (viii) any employment, deferred compensation, severance, retirement or other similar agreement entered into with any executive Business Employee or any other Business Employee whose annual base salary exceeds $125,000all Government Contracts; (ix) any agreement relating all Contracts containing restrictions with respect to the extension payment of Indebtedness to, dividends or any other distribution in respect of the making capital stock or other equity or voting interests of an equity investment in, any Person, in each case in excess of $5 million in the aggregate, other than the creation of accounts receivable in the ordinary course of businessCompany or its Subsidiary; (x) all Contracts involving any agreement that limits in resolution or settlement of any material respect actual or threatened litigation, arbitration, claim or other dispute and involving any outstanding payment obligations or containing any restrictions on the freedom operations of the Business Company or its Subsidiary, other than any confidentiality, release or non-disparagement provisions; (xi) all Contracts that limit or purport to limit, restrain or impede the ability of the Company or its Subsidiary to compete in any line of business or with any Person or in any area, other than confidentiality agreements entered into in the ordinary course geographic area or during any period of business consistent with past practice; ortime; (xixii) any other agreement not required to be disclosed pursuant to clauses Contracts that provide for any joint venture, partnership or similar arrangement by the Company; and (ixiii) through (x) above the termination all collective bargaining agreements or lapse of which would reasonably be expected to have a Material Adverse EffectContracts with any Union. (b) Notwithstanding anything in this Section 3.17, “Material Contracts” shall not include any Contract that shall be fully performed or satisfied as of or prior to Closing. Each Material Contract required to be set forth in Section 3.10 of the Disclosure Schedule is a (i) valid and binding agreement of Seller on the Company or its applicable Subsidiary, and, to the knowledge of Seller, the other parties thereto Subsidiary in accordance with its terms and is (ii) in full force and effect. None Each of Seller or the Company and its Subsidiary has duly complied with its respective material obligations under each Material Contract. Neither the Company nor its Subsidiary is in default under any of its Subsidiaries orMaterial Contract, and to the knowledge Knowledge of Seller, (x) no event has occurred which, with notice or lapse of time or both, would constitute an event of default under any Material Contract or may be grounds for termination of any Material Contract, and (y) no other party thereto is materially in default or, but for the requirements of notice or lapse of time or both, would be materially in breach of or default under (or is alleged to be in breach of or default under), or has provided or received any respect under the terms notice of any such intention to terminate, any Material Contract. True, except for any such defaults or breaches which would notcorrect and complete copies of all written Material Contracts (including all modifications, individually or in the aggregate, reasonably be expected amendments and supplements thereto and waivers thereunder) have been made available to have a Material Adverse EffectPurchaser.

Material Contracts. (a) With respect to Section 4.06(a) of the Business, neither Seller nor Disclosure Schedules lists each of the following Contracts (x) by which any of its Subsidiaries the Purchased Assets or Assumed Liabilities are bound or affected or (y) to which Seller is a party to or by which it is bound by:in connection with the Business or the Purchased Assets or the Assumed Liabilities (together with all Leases listed in Section 4.09(b) of the Disclosure Schedules, all Intellectual Property Agreements listed in Section 4.10(a) of the Disclosure Schedules and the Deposit Agreements, collectively, the "Material Contracts"): (i) any lease (whether of real or personal propertyall Contracts with third parties other than those disclosed in Section 4.06(a)(ix) requiring (A) annual rentals below involving aggregate payments allocated to the Business in excess of $5,000,000 50,000 annually or requiring performance by any party more or (B) aggregate payments by or to Seller and its Subsidiaries of $10,000,000 or morethan one year from the date hereof, which, in the case of each of clauses (A) and (B) that case, cannot be terminated on not cancelled without penalty or without more than 120 one hundred eighty (180) days’ notice without payment by any of Seller or its Subsidiaries of any material penalty' notice, and which are not Shared Contracts; (ii) except for all Contracts that relate to the agreements described in clause (iii) below, any agreement for the purchase sale of materials, supplies, goods, services, equipment or other assets, or any other agreement under which either (A) since January 1, 2005 there have been payments to or by Seller or any of its Subsidiaries the Purchased Assets, other than in the ordinary course of business, for consideration in excess of $5,000,000 or more or (B) aggregate payments to or by Seller or any of its Subsidiaries of $10,000,000 or more are required, in each case that cannot be terminated on not more than 120 days’ notice without payment by Seller or any of its Subsidiaries of any material penalty50,000; (iii) except for the agreements described relating to trade receivables, all Contracts relating to indebtedness (including guarantees), in clause (ii) above, any sales, distribution or other similar agreement providing for the sale to or by Seller or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments by or to Seller or any of its Subsidiaries each case having an outstanding principal amount in excess of $5,000,000 or more50,000; (iv) all Contracts between or among Seller on the one hand and any material partnership, joint venture or Affiliate of Seller on the other similar agreement or arrangementhand; (v) all collective bargaining agreements or Contracts with any agreement relating to the acquisition labor organization, union or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) or any assets involving consideration in excess of $5,000,000, except for purchases of inventory, capital expenditures or sales of inventory or obsolete equipment, in each case in the ordinary course of business consistent with past practicesassociation; (vi) any agreement relating to the incurrence of Indebtedness, except any such agreement (A) with employment or consulting Contract that involves an aggregate outstanding principal amount not exceeding future or potential liability in excess of $5,000,000 or (B) entered into subsequent to the date of, and not in violation of, this Agreement50,000; (vii) any material agreement between Contract providing for indemnification to or from any Person with respect to liabilities relating to the Business on or the one hand, and other business units of Seller or any Affiliate of Seller, on the other hand, that will not be terminated at or prior to the Closing without creation of any liability that would be an Assumed LiabilityPurchased Assets; (viii) any employment, deferred compensation, severance, retirement Contract containing non-competition or other similar agreement entered into non-solicitation clauses with any executive Business Employee or any other Business Employee whose annual base salary exceeds $125,000;respect to the Business; and (ix) any agreement relating to all Contracts with the extension of Indebtedness to, 50 clients or the making of an equity investment in, any Person, in each case in excess of $5 million in the aggregate, other than the creation of accounts receivable in the ordinary course of business; (x) any agreement that limits in any material respect the freedom college or university systems of the Business to compete in any line of business or with any Person or in any area, other than confidentiality agreements entered into in the ordinary course of business consistent with past practice; or (xi) any other agreement not required to be disclosed pursuant to clauses (i) through (x) above the termination or lapse of which would reasonably be expected to have a Material Adverse Effectlargest student enrollments. (b) Each Contract required to be Except as set forth in on Section 3.10 4.06(b) of the Disclosure Schedule Schedules, Seller is not in breach of, or default under, any Material Contract and, no event has occurred or failed to occur which (i) with the giving of notice or the lapse of time, or both, would constitute a default by Seller or, to Seller's Knowledge, any other party to any of the Material Contracts or (ii) gives any other party to any of the Material Contracts the right to terminate such Material Contract. Seller has delivered or made available to Buyer true and complete copies of all Material Contracts, including any amendments thereto. (c) Each Material Contract is a legal, valid and binding agreement of Seller or its applicable Subsidiary, and, to the knowledge obligation of Seller, the other parties thereto enforceable in accordance with its terms and is in full force and effect. None of Seller or any of its Subsidiaries oreffect and, subject to consent from a third party, if applicable, will continue to be in full force and effect on identical terms immediately following the knowledge of Seller, any other party thereto is in default or breach in any respect under the terms of any such Contract, except for any such defaults or breaches which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffective Time.

Material Contracts. (a) With respect Schedule 5.07 sets forth, by reference to the Businessapplicable subsection of this Section 5.07, neither each Contract (and in the case of an oral Contract, the material terms of such Contract) that has not expired or been terminated (except for such Contracts under which any provisions survive post-expiration or post-termination), and to which the Seller nor any of its Subsidiaries is a party in connection with the operation of the Business or to or bound bywhich any Purchased Assets are bound: (i) any lease (whether of real or personal property) requiring (A) annual rentals involving aggregate consideration in excess of $5,000,000 or more or (B) aggregate payments by or to Seller 50,000 and its Subsidiaries of $10,000,000 or more, in the case of each of clauses (A) and (B) that cannot be terminated on not cancelled without penalty or without more than 120 thirty (30) days’ notice without payment by any of Seller or its Subsidiaries of any material penaltynotice; (ii) except providing for the agreements described in clause (iii) below, indemnification by Seller of any agreement for Person or the purchase assumption of materials, supplies, goods, services, equipment any Tax or other assets, or any other agreement under which either (A) since January 1, 2005 there have been payments to or by Seller or any of its Subsidiaries of $5,000,000 or more or (B) aggregate payments to or by Seller or any of its Subsidiaries of $10,000,000 or more are required, in each case that cannot be terminated on not more than 120 days’ notice without payment by Seller or any of its Subsidiaries Liability of any material penaltyPerson; (iii) except for the agreements described in clause (iiIntentionally Deleted) above, any sales, distribution or other similar agreement providing for the sale to or by Seller or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets under which since January 1, 2005 there have been payments by or to Seller or any of its Subsidiaries of $5,000,000 or more;4846-4639-0869 (iv) pertaining to any material partnershipbroker, joint venture or other similar agreement or arrangementdistributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting, and advertising Contract; (v) involving any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwiseA) employment relationship (including employment Contracts) or (B) independent contractor services, management services, consulting services, support services, or any assets involving consideration in excess of $5,000,000, except for purchases of inventory, capital expenditures or sales of inventory or obsolete equipment, in each case in the ordinary course of business consistent with past practicesother similar services; (vi) governing the borrowing of money or the Guarantee or repayment of Indebtedness or the granting of any agreement relating to Encumbrance on any property or asset of the incurrence of Indebtedness, except any such agreement (A) with an aggregate outstanding principal amount not exceeding $5,000,000 or (B) entered into subsequent to the date of, and not in violation of, this AgreementSeller; (vii) concerning the use of or restricting the use of any material agreement between the Business on the one handIntellectual Property, including development, assignment, and other business units of Seller or any Affiliate of Seller, on the other hand, that will not be terminated at or prior to the Closing without creation of any liability that would be an Assumed Liabilitylicenses therefor; (viii) any employmentinvolving the lease, deferred compensationoccupancy, severancemanagement, retirement or other similar agreement entered into with any executive Business Employee or any other Business Employee whose annual base salary exceeds $125,000operation of the Leased Real Property; (ix) any agreement relating to providing for the extension lease of Indebtedness to, (by or from the making of an equity investment in, any Person, in each case Seller) personal property and that provide for potential annual aggregate payments in excess of $5 million in the aggregate, other than the creation of accounts receivable in the ordinary course of business50,000; (x) any agreement that limits in any material respect the freedom involving a customer of the Business that entails the delivery after the Closing Date of products or services in exchange for annual aggregate payments reasonably expected to exceed $50,000; (xi) involving a vendor that is reasonably expected to involve payments to such vendor in excess of $50,000 during the twelve (12) month period following the Closing Date; (xii) with any Governmental Authority; (xiii) limiting or purporting to limit the ability of the Seller to compete in any line of business or with any Person or in any areageographic area or during any period of time, other than confidentiality agreements entered into in the ordinary course of business consistent with past practice; orincluding exclusivity arrangements, non-competition, or similar restrictions; (xixiv) relating to a joint venture, partnership, or similar arrangements; (xv) providing for the grant to any Person of any option, right of first refusal, or preferential or similar right to purchase any of the assets or properties of the Seller, including “most favored nation” pricing arrangements, special warranties, agreements to take back or exchange goods, and consignment arrangements; (xvi) granting a power of attorney to any Person; (xvii) involving any labor organization, union, or association, including any collective bargaining Contract relating thereto; and 4846-4639-0869 (xviii) any other agreement material Contract not required to be disclosed pursuant to previously identified in the foregoing clauses (ii)-(xvii). The Contracts described in the foregoing clauses (i)-(xviii) through (x) above are each, individually, a “Material Contract” and are, collectively, the termination or lapse of which would reasonably be expected to have a “Material Adverse EffectContracts.” (b) The Seller has provided to the Buyer true and complete copies of each Material Contract, as amended through the Closing Date. Each Material Contract required to be set forth in Section 3.10 is a valid, binding, and enforceable obligation of the Disclosure Schedule is a valid and binding agreement of Seller or its applicable Subsidiary, and, to the knowledge of Seller’s Knowledge, the other parties thereto thereto, enforceable in accordance with its terms, and is in full force and effect. None With respect to the Material Contracts listed on Schedule 5.07, (i) neither the Seller nor, to Seller’s Knowledge, any other party to any Material Contract is in default under or in violation of (or is alleged to be in default under of or violation of), or has provided or received any notice of any intention to terminate, any Material Contract, (ii) to Seller’s Knowledge, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute such a default or violation or would cause or permit the acceleration, termination, or other changes to any right or obligation or the loss of any benefit thereunder, (iii) the Seller or has not released any of its Subsidiaries rights under any Material Contract, (iv) no party to a Material Contract has repudiated any of the terms thereof or, to the knowledge Knowledge of the Seller, threatened to terminate, cancel, or not renew any other party thereto is in default or breach in any respect under the terms of any such Material Contract, except for and (v) there are no disputes pending or, to the Knowledge of the Seller, threatened under any such defaults or breaches which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectContract.