Common use of Purchase, Sale and Other Agreements Clause in Contracts

Purchase, Sale and Other Agreements. (a) Except as described in Schedule 4.14, the Company is not a party to or subject to any oral or written: (i) agreement for the purchase of inventory, supplies, or equipment, other real or personal property, or the procurement of services, except as have been entered into in the ordinary course of the business of the Company; (ii) lease or ownership of equipment, machinery or other personal property; (iii) agreement for the sale or lease of products or furnishing of its services except as have been entered into in the ordinary course of the business of the Company; (iv) joint venture, limited liability company, partnership or other contract or arrangement involving the sharing of profits; (v) agreement relating to the licensing, purchase or acquisition, by merger or otherwise, of a significant portion of its business, assets or securities by any other person or of any other person by it other than as contemplated herein; (vi) agreement containing a covenant or covenants which purport to limit the Company's ability or right to engage in any lawful business activity or compete with any person or entity; (vii) agreement presently in effect pursuant to which it has appointed any organization or person to act as the Company's distributor or sales agent or pursuant to which the Company has been appointed a distributor or sales agent by any third party; (viii) agreement with any of the Company's shareholders, officers, director or affiliates; (ix) agreement for the license of any patent, copyright, trade secret or other proprietary right or indemnification by it with respect to infringements of proprietary rights, except employee or consultant proprietary information agreements and except for those end user licenses sold in the ordinary course of business by the Company in connection with the sale of its products; (x) agreements involving payments to or obligations of it not otherwise described in this Section 4.14 in excess of $10,000 or as have been entered into in the ordinary course of the business of the Company; or (xi) agreements of indebtedness, capital equipment leases or guarantees of the obligations of others. (b) To the best of Seller's and the Company's knowledge, no party to any such contract, agreement or arrangement intends to cancel, withdraw, modify or amend such agreement or arrangement or return a product for reimbursement or discontinue any provision of agreed upon services. (c) Except as described in Schedule 4.14, the Company has performed all material obligations required to be performed by it on or prior to the date hereof under each purchase or sale order, contract, obligation, commitment, agreement, undertaking, arrangement or lease referred to in this Agreement or in Schedule 4.14, and it is not in default, breach or violation thereunder, or under any other agreements to which it is a party, and is not aware of any facts from which it should reasonably conclude that it will not be able to perform all obligations required to be performed by it subsequent to the date hereof under each such agreement.

Purchase, Sale and Other Agreements. (a) Except as described in Schedule 4.14disclosed to TMFT, the Company WBI Group states that neither WBI nor GPL is not a party to or subject to any non-disclosed oral or writtenwritten Agreement for the: (i) agreement for the purchase Purchase of inventory, supplies, equipment or equipment, other real or personal property, or the procurement of services, except as have been entered into in the ordinary course of the business of the Company;; or (ii) lease or ownership of equipment, machinery or other personal property; (iii) agreement for the sale or lease of products or furnishing of its services except as have been entered into in the ordinary course of the business of the Company; (iv) joint Joint venture, limited liability company, partnership or other contract or arrangement involving the sharing of profits;; or (viii) Except for the GPL Put/Call Option , any agreement relating to the licensing, purchase or acquisition, by merger or otherwise, of a significant portion of its the business, assets or securities of WBI Group by any other person or of any other person by it other than as contemplated herein;WBI Group; or (viiv) agreement Agreement containing a covenant or covenants which purport to limit the Company's ability or right of WBI Group or any Shareholders to engage in any lawful business activity or compete with any person or entity;; or (viiv) agreement Agreements presently in effect pursuant to which it WBI Group has appointed any organization or person to act as the Company's its distributor or sales agent or pursuant to which the Company WBI Group has been appointed a distributor or sales agent by any third party;; or (viiivi) Material contract or agreement with any of the Company's shareholders, officers, director or affiliates; (ix) agreement for the license of any patent, copyright, trade secret or other proprietary right or indemnification by it with respect to infringements of proprietary rights, except employee or consultant proprietary information agreements and except for those end user licenses sold in the ordinary course of business by the Company in connection with the sale of its products; (x) agreements involving payments to or obligations of it not otherwise described in this Section 4.14 in excess of $10,000 or as have been entered into in the ordinary course of the business of the Company; or (xi) agreements of indebtedness, capital equipment leases or guarantees of the obligations of othersAgreement that is not terminable by and without penalty to WBI Group. (b) To the best knowledge of Seller's the WBI Group: (i) A complete and accurate copy of each written agreement and other document identified has been made available to TMFT; and (ii) Each agreement or arrangement identified is, except to the Company's knowledgeextent fully performed at the date hereof, in full force and effect and valid and binding in accordance with its terms in all material respects except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and subject to general equity principles and to limitations on availability of equitable relief, (including specific performance). To the knowledge of the WBI Group, no party to any such contract, agreement or arrangement is in material default under, or intends to cancel, withdraw, modify or amend amend, any such contract, agreement or arrangement or return a product for reimbursement or discontinue any provision of agreed upon servicesarrangement. (c) Except as described in Schedule 4.14, the Company has performed all material obligations required to be performed by it on or prior to the date hereof under each purchase or sale order, contract, obligation, commitment, agreement, undertaking, arrangement or lease referred to in this Agreement or in Schedule 4.14, and it is not in default, breach or violation thereunder, or under any other agreements to which it is a party, and is not aware of any facts from which it should reasonably conclude that it will not be able to perform all obligations required to be performed by it subsequent to the date hereof under each such agreement.

Purchase, Sale and Other Agreements. (ai) Except as described in Schedule 4.14All of the following (whether written or oral) are agreements to which IP Factory may be a party, the Company is not a party or to or subject to any oral or writtenwhich Merchant Builders maybe obligated: (iA) every contract or agreement for the purchase by Merchant Builders of inventory, supplies, equipment or equipment, other real or personal property, or the procurement of services, except as have been entered into in the ordinary course individual purchase orders, or aggregate purchase orders to a single vendor, involving payments of the business of the Companyless than $5,000; (iiB) lease or ownership of equipment, machinery or other personal propertyproperty involving aggregate annual payments in excess of $2,500; (iiiC) agreement contract or agreements for the sale or lease of products or furnishing of its services by Merchant Builders, except as have been entered into in the ordinary course individual purchase orders, or aggregate purchase orders from a single customer, involving payments of the business of the Companyless than $2,500; (ivD) joint venture, limited liability company, partnership or other contract or arrangement involving the sharing of profits; (vE) agreement contract or agreement, other than in the ordinary course of business, relating to the licensing, purchase or acquisition, by merger or otherwise, of a significant portion of its the business, assets or securities of Merchant Builders by any other person or of any other person by it other than as contemplated hereinMerchant Builders; (viF) contract or agreement containing a covenant or covenants which purport to limit to a material extent the Company's ability or right of Merchant Builders to engage in any lawful business activity or compete with any person or entity;; or (viiG) material contract or agreement presently in effect pursuant to which it has appointed any organization or person to act as the Company's distributor or sales agent or pursuant to which the Company has been appointed a distributor or sales agent by any third party; (viii) agreement with any of the Company's shareholders, officers, director or affiliates; (ix) agreement for the license of any patent, copyright, trade secret or other proprietary right or indemnification by it with respect to infringements of proprietary rights, except employee or consultant proprietary information agreements and except for those end user licenses sold in the ordinary course of business by the Company in connection with the sale of its products; (x) agreements involving payments to or obligations of it not otherwise described in this Section 4.14 in excess 4 (m) which is not terminable by and without penalty to Merchant Builders within six months after the date of $10,000 or as have been entered into in the ordinary course of the business of the Company; or (xi) agreements of indebtedness, capital equipment leases or guarantees of the obligations of othersthis Agreement. (bii) To A complete and accurate copy of each written contract, agreement and other document identified hereby will be made available to IP Factory prior to the best of Seller's Closing. Each contract, agreement or arrangement identified hereby is, except to the extent fully performed at the date hereof, in full force and the Company's knowledgeeffect and valid and binding in accordance with its terms in all material respects; there is no material default under any such material contract, agreement or arrangement; and no party to any such contract, agreement or arrangement has notified Merchant Builders that it intends to cancel, withdraw, modify or amend such contract, agreement or arrangement or return a product for reimbursement or discontinue any provision of agreed upon servicesarrangement. (c) Except as described in Schedule 4.14, the Company has performed all material obligations required to be performed by it on or prior to the date hereof under each purchase or sale order, contract, obligation, commitment, agreement, undertaking, arrangement or lease referred to in this Agreement or in Schedule 4.14, and it is not in default, breach or violation thereunder, or under any other agreements to which it is a party, and is not aware of any facts from which it should reasonably conclude that it will not be able to perform all obligations required to be performed by it subsequent to the date hereof under each such agreement.

Purchase, Sale and Other Agreements. (a) Except as described disclosed to ACCI and as transpires in Schedule 4.14the normal course of business, the Company WSBI Organization states that neither WSBI nor GPL is not a party to or subject to any non-disclosed oral or writtenwritten Agreement for the: (i) agreement for the purchase Purchase of inventory, supplies, equipment or equipment, other real or personal property, or the procurement of services, except as have been entered into in the ordinary course of the business of the Company;; or (ii) lease or ownership of equipment, machinery or other personal property; (iii) agreement for the sale or lease of products or furnishing of its services except as have been entered into in the ordinary course of the business of the Company; (iv) joint Joint venture, limited liability company, partnership or other contract or arrangement involving the sharing of profits;; or (viii) Except for the GPL Put/Call Option, any agreement relating to the licensing, purchase or acquisition, by merger or otherwise, of a significant portion of its the business, assets or securities of WSBI Organization by any other person or of any other person by it other than as contemplated herein;WSBI Organization; or (viiv) agreement Agreement containing a covenant or covenants which purport to limit the Company's ability or right of WSBI Organization or DeBaux to engage in any lawful business activity or compete with any person or entity;Person; or (viiv) agreement Agreements presently in effect pursuant to which it WSBI Organization has appointed any organization or person to act as the Company's its distributor or sales agent or pursuant to which the Company WSBI Organization has been appointed a distributor or sales agent by any third party;; or (viiivi) Material contract or agreement with any of the Company's shareholders, officers, director or affiliates; (ix) agreement for the license of any patent, copyright, trade secret or other proprietary right or indemnification by it with respect to infringements of proprietary rights, except employee or consultant proprietary information agreements and except for those end user licenses sold in the ordinary course of business by the Company in connection with the sale of its products; (x) agreements involving payments to or obligations of it not otherwise described in this Section 4.14 in excess of $10,000 or as have been entered into in the ordinary course of the business of the Company; or (xi) agreements of indebtedness, capital equipment leases or guarantees of the obligations of othersAgreement that is not terminable by and without penalty to WSBI Organization. (b) To the best knowledge of Seller's WSBI Organization: (i) A complete and accurate copy of each written agreement and other document identified has been made available to ACCI; and (ii) Each agreement or arrangement identified is, except to the Company's knowledgeextent fully performed at the date hereof, in full force and effect and valid and binding in accordance with its terms in all material respects except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and subject to general equity principles and to limitations on availability of equitable relief, (including specific performance). To the knowledge of WSBI Organization, no party to any such contract, agreement or arrangement is in material default under, or intends to cancel, withdraw, modify or amend amend, any such contract, agreement or arrangement or return a product for reimbursement or discontinue any provision of agreed upon servicesarrangement. (c) Except as described in Schedule 4.14, the Company has performed all material obligations required to be performed by it on or prior to the date hereof under each purchase or sale order, contract, obligation, commitment, agreement, undertaking, arrangement or lease referred to in this Agreement or in Schedule 4.14, and it is not in default, breach or violation thereunder, or under any other agreements to which it is a party, and is not aware of any facts from which it should reasonably conclude that it will not be able to perform all obligations required to be performed by it subsequent to the date hereof under each such agreement.

Purchase, Sale and Other Agreements. (a) Except as described disclosed to ACCI and as transpires in Schedule 4.14the normal course of business, the Company WSBI Organization states that neither WSBI nor GPL is not a party to or subject to any non- disclosed oral or writtenwritten Agreement for the: (i) agreement for the purchase Purchase of inventory, supplies, equipment or equipment, other real or personal property, or the procurement of services, except as have been entered into in the ordinary course of the business of the Company;; or (ii) lease or ownership of equipment, machinery or other personal property; (iii) agreement for the sale or lease of products or furnishing of its services except as have been entered into in the ordinary course of the business of the Company; (iv) joint Joint venture, limited liability company, partnership or other contract or arrangement involving the sharing of profits;; or (viii) Except for the GPL Put/Call Option, any agreement relating to the licensing, purchase or acquisition, by merger or otherwise, of a significant portion of its the business, assets or securities of WSBI Organization by any other person or of any other person by it other than as contemplated herein;WSBI Organization; or (viiv) agreement Agreement containing a covenant or covenants which purport to limit the Company's ability or right of WSBI Organization or DeBaux to engage in any lawful business activity or compete with any person or entity;Person; or (viiv) agreement Agreements presently in effect pursuant to which it WSBI Organization has appointed any organization or person to act as the Company's its distributor or sales agent or pursuant to which the Company WSBI Organization has been appointed a distributor or sales agent by any third party;; or (viiivi) Material contract or agreement with any of the Company's shareholders, officers, director or affiliates; (ix) agreement for the license of any patent, copyright, trade secret or other proprietary right or indemnification by it with respect to infringements of proprietary rights, except employee or consultant proprietary information agreements and except for those end user licenses sold in the ordinary course of business by the Company in connection with the sale of its products; (x) agreements involving payments to or obligations of it not otherwise described in this Section 4.14 in excess of $10,000 or as have been entered into in the ordinary course of the business of the Company; or (xi) agreements of indebtedness, capital equipment leases or guarantees of the obligations of othersAgreement that is not terminable by and without penalty to WSBI Organization. (b) To the best knowledge of Seller's WSBI Organization: (i) A complete and accurate copy of each written agreement and other document identified has been made available to ACCI; and (ii) Each agreement or arrangement identified is, except to the Company's knowledgeextent fully performed at the date hereof, in full force and effect and valid and binding in accordance with its terms in all material respects except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and subject to general equity principles and to limitations on availability of equitable relief, (including specific performance). To the knowledge of WSBI Organization, no party to any such contract, agreement or arrangement is in material default under, or intends to cancel, withdraw, modify or amend amend, any such contract, agreement or arrangement or return a product for reimbursement or discontinue any provision of agreed upon servicesarrangement. (c) Except as described in Schedule 4.14, the Company has performed all material obligations required to be performed by it on or prior to the date hereof under each purchase or sale order, contract, obligation, commitment, agreement, undertaking, arrangement or lease referred to in this Agreement or in Schedule 4.14, and it is not in default, breach or violation thereunder, or under any other agreements to which it is a party, and is not aware of any facts from which it should reasonably conclude that it will not be able to perform all obligations required to be performed by it subsequent to the date hereof under each such agreement.