Common use of Schedule 4 Clause in Contracts

Schedule 4. 2(A) attached hereto sets forth a complete list of the subsidiaries of the Company (the “SUBSIDIARIES”). Each of the Company and its Subsidiaries has been duly incorporated and each of the Company and the Subsidiaries is validly existing in good standing as a corporation under the laws of its jurisdiction of incorporation, with the requisite corporate power and authority to own its properties and conduct its business as now conducted as described in the Disclosure Documents and is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, have a material adverse effect on the business, condition (financial or other), properties or results of operations of the Company and the Subsidiaries, taken as a whole (any such event, a “MATERIAL ADVERSE EFFECT”); as of the Commencement Date, the Company will have the authorized, issued and outstanding capitalization set forth in the Disclosure Documents (the “COMPANY CAPITALIZATION”); the Company does not have any Subsidiaries or own directly or indirectly any of the capital stock or other equity or long-term debt securities of or have any equity interest in any other person; all of the outstanding shares of capital stock of the Company and the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and were not issued in violation of any preemptive or similar rights and are owned free and clear of all liens, encumbrances, equities, and restrictions on transferability (other than those imposed by the Securities Act and the state securities or “Blue Sky” laws) or voting; except as set forth in the Disclosure Documents, all of the outstanding shares of capital stock of the Subsidiaries are owned, directly or indirectly, by the Company; except as set forth in the Disclosure Documents, no options, warrants or other rights to purchase from the Company or any Subsidiary, agreements or other obligations of the Company or any Subsidiary to issue or other rights to convert any obligation into, or exchange any securities for, shares of capital stock of or ownership interests in the Company or any Subsidiary are outstanding; and except as included in the Company’s public filings on file with the Securities and Exchange Commission, there is no agreement, understanding or arrangement among the Company or any Subsidiary and each of their respective stockholders or any other person relating to the ownership or disposition of any capital stock of the Company or any Subsidiary or the election of directors of the Company or any Subsidiary or the governance of the Company’s or any Subsidiary’s affairs, and, if any, such agreements, understandings and arrangements will not be breached or violated as a result of the execution and delivery of, or the consummation of the transactions contemplated by, this Agreement.

Schedule 4. 2(A17(a) attached hereto sets forth a complete list (i) all trademarks and service marks, trademark and service xxxx applications and registrations, trade names, fictitious names, logos, domain names, unexpired registered copyrights, pending copyright applications, unexpired letters patent and, pending patent applications owned by Seller, any of the subsidiaries Companies or the Subsidiaries that is used or held for use primarily in connection with the Business and (ii) licenses of any Intellectual Property granted to any of Seller, any of the Company Companies or the Subsidiaries, that are material to the Business, excluding the Specified Names and all third party software included in the Computer Systems (together with all other Intellectual Property that is material to the Business, the “SUBSIDIARIESBusiness Group Intellectual Property”). Each Schedule 4.17(a) also sets forth that portion of the Company Business Group Intellectual Property for which all right, title, and its Subsidiaries has been duly incorporated and each of the Company and the Subsidiaries interest is validly existing in good standing as a corporation under the laws of its jurisdiction of incorporation, with the requisite corporate power and authority to own its properties and conduct its business as now conducted as described in the Disclosure Documents and is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions where the ownership owned by Seller or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, have a material adverse effect on the business, condition (financial or other), properties or results of operations of the Company and the Subsidiaries, taken as a whole (any such event, a “MATERIAL ADVERSE EFFECT”); as of the Commencement Date, the Company will have the authorized, issued and outstanding capitalization set forth in the Disclosure Documents (the “COMPANY CAPITALIZATION”); the Company does not have any Subsidiaries or own directly or indirectly any of the capital stock Companies or other equity or long-term debt securities of or have any equity interest in any other person; all the Subsidiaries “Owned Business Group Intellectual Property”). Following consummation of the outstanding shares of capital stock of Adjustment, all Owned Business Group Intellectual Property will be owned by the Company and Companies or the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and were not issued in violation of any preemptive or similar rights and are owned free and clear of all liensEncumbrances other than Permitted Encumbrances. Seller, encumbrancesthe Companies and the Subsidiaries, equitiesas applicable, own or, to Seller’s Knowledge, have a right to use as they are currently used in the Business all Owned Business Group Intellectual Property and restrictions on transferability following consummation of the Adjustment, the Companies and the Subsidiaries, as applicable, will own or have the same right to use as they are currently used in the Business all Owned Business Group Intellectual Property (other than those imposed the Specified Names), in each case subject only to the Contracts set forth on Schedule 4.17(a). To Seller’s Knowledge, no person is infringing upon or misappropriating any Owned Business Group Intellectual Property. There is no claim or proceeding pending or, to Seller’s Knowledge, threatened by any of Seller, the Securities Act and Companies or the state securities Subsidiaries alleging that any person is infringing upon or “Blue Sky” laws) or voting; except misappropriating any Owned Business Group Intellectual Property. Except as set forth in the Disclosure Documents, all of the outstanding shares of capital stock of the Subsidiaries are owned, directly or indirectly, by the Company; except as set forth in the Disclosure Documents, no options, warrants or other rights to purchase from the Company or any Subsidiary, agreements or other obligations of the Company or any Subsidiary to issue or other rights to convert any obligation into, or exchange any securities for, shares of capital stock of or ownership interests in the Company or any Subsidiary are outstanding; and except as included in the Company’s public filings on file with the Securities and Exchange CommissionSchedule 4.17(a), there is are no agreementclaims pending or threatened against Seller, understanding or arrangement among the Company or any Subsidiary and each of their respective stockholders or any other person relating to the ownership or disposition of any capital stock of the Company or any Subsidiary or the election of directors of the Company or any Subsidiary or the governance of the Company’s or any Subsidiary’s affairs, and, if any, such agreements, understandings and arrangements will not be breached or violated as a result of the execution and delivery ofCompanies, or the consummation Subsidiaries alleging infringement or misappropriation of Intellectual Property rights of any other person, and to Seller’s Knowledge, the conduct of the transactions contemplated byBusiness does not infringe upon or misappropriate the Intellectual Property rights of any other person. The provisions of this Section 4.17 are not intended to be, this Agreementand shall not be interpreted as, a warranty, guarantee or indemnity that the Business does not violate a third party’s Intellectual Property rights beyond the representations of the previous sentence.

Schedule 4. 2(A) attached hereto 3.1 sets forth a complete list the authorized and outstanding ownership interest or other securities of the subsidiaries Company. All of the outstanding ownership interests and other securities of the Company (the “SUBSIDIARIES”). Each of the Company and its Subsidiaries has been duly incorporated and each of the Company and the Subsidiaries is validly existing in good standing as a corporation under the laws of its jurisdiction of incorporation, with the requisite corporate power and authority to own its properties and conduct its business as now conducted as described in the Disclosure Documents and is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, have a material adverse effect on the business, condition (financial or other), properties or results of operations of the Company and the Subsidiaries, taken as a whole (any such event, a “MATERIAL ADVERSE EFFECT”); as of the Commencement Date, the Company will have the authorized, issued and outstanding capitalization set forth in the Disclosure Documents (the “COMPANY CAPITALIZATION”); the Company does not have any Subsidiaries or own directly or indirectly any of the capital stock or other equity or long-term debt securities of or have any equity interest in any other person; all of the outstanding shares of capital stock of the Company and the Subsidiaries have been duly authorized and authorized, are validly issued, are fully paid and nonassessable and were not issued in violation of any preemptive or similar rights nonassessable, and are owned of record and beneficially by the equityholders set forth on Schedule 4.3.1, free and clear of all liens, encumbrances, equitiesLiens, and restrictions are not subject to any preemptive, subscription, or similar rights that will survive the Closing. Other than the equity interests or other securities set forth on transferability (Schedule 4.3.1, there are no other than those imposed by the Securities Act and the state ownership interests or other securities or “Blue Sky” lawsparticipations or other equivalents (however designated and whether voting or nonvoting) or voting; except as set forth in the Disclosure Documents, all outstanding of the outstanding shares of capital stock Company. No Person is contesting the ownership of the Subsidiaries are owned, directly or indirectly, by the Company; except as set forth in the Disclosure Documents, no options, warrants equity or other rights to purchase from the Company or any Subsidiary, agreements or other obligations securities of the Company or any Subsidiary distributions or contributions relating thereto. Except for this Agreement and as may be set forth on Schedule 4.3.1 there are no outstanding or authorized options, warrants, rights, Contracts, pledges, calls, puts, rights to issue subscribe, redeem, repurchase or otherwise acquire, conversion rights or other agreements, commitments or obligations (contingent or otherwise) to which the Company is a party or which is binding upon the Company providing for the issuance, sale, disposition or acquisition of any of its equity or any rights or interests exercisable therefor. All prior repurchases of equity consummated by the Company were effected in compliance with all applicable Laws and Contracts, and there are no contingent or other Liabilities remaining in connection therewith. Except as set forth on Schedule 4.3.1, there are no outstanding or authorized equity appreciation, phantom stock, or similar rights with respect to convert the Company. The Company has not violated any obligation foreign, federal, or state securities or “blue sky” Laws in connection with the offer, sale, or issuance of its equity. Except as set forth on Schedule 4.3.1, there are no Contracts with respect to the voting or transfer of the securities of the Company. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchange any securities exchangeable for, shares of capital stock of or ownership interests in securities having the Company or right to vote) on any Subsidiary are outstanding; and except as included in the Company’s public filings matters on file with the Securities and Exchange Commission, there is no agreement, understanding or arrangement among the Company or which any Subsidiary and each of their respective stockholders or any other person relating to the ownership or disposition of any capital stock equityholder of the Company or any Subsidiary or may vote. Each Company Option was granted with an exercise price that is at least equal to the election of directors per share fair market value of the underlying Company Stock as of the date that the Company Option was granted. Securityholders are the sole record and beneficial owners of all of the outstanding ownership interests or any Subsidiary or the governance other securities of the Company’s or any Subsidiary’s affairs, and, if any, such agreements, understandings and arrangements will not be breached or violated as a result of the execution and delivery of, or the consummation of the transactions contemplated by, this Agreement.

Schedule 4. 2(A2(a) attached hereto sets forth contains a complete list and correct description of the subsidiaries shares of stock or other equity interests of the Company (as the “SUBSIDIARIES”same may be increased or decreased by way of issuance to the Sellers or their Affiliates of Company Shares or cancellation of Company Shares owned by the Sellers or their Affiliates in connection with the settlement of Intercompany Debt). Each of the Company and its Subsidiaries has been duly incorporated and each of the Company and the Subsidiaries is validly existing Except as disclosed in good standing as a corporation under the laws of its jurisdiction of incorporation, with the requisite corporate power and authority to own its properties and conduct its business as now conducted as described in the Disclosure Documents and is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, have a material adverse effect on the business, condition (financial or otherSchedule 4.2(a), properties or results all of operations such outstanding shares of the Company and the Subsidiaries, taken as a whole (any such event, a “MATERIAL ADVERSE EFFECT”); as of the Commencement Date, the Company will have the authorized, issued and outstanding capitalization set forth in the Disclosure Documents (the “COMPANY CAPITALIZATION”); the Company does not have any Subsidiaries or own directly or indirectly any of the capital stock or other equity interests are duly authorized, validly issued, fully paid and nonassessable, and are owned beneficially and of record by the Sellers or longtheir Affiliates set forth on Schedule 4.2(a), in the amounts stated therein, free and clear of any Liens other than the Liens pursuant to the Credit Facilities. There are no other shares of stock or other equity interests of the Company issued, reserved for issuance or outstanding, and there are no pre-term debt emptive or similar rights on the part of any holders of any class of securities of the Company, except for the statutory pre-emptive rights contemplated in the Mexican General Law of Commercial Companies ( Ley General de Sociedades Mercantiles), and the Organizational Documents of the Company. Except for this Agreement, no subscriptions, options, calls, warrants, conversion or have other rights, agreements, commitments, arrangements or understandings of any equity interest in kind obligating any of the Sellers or their Affiliates or any other person; all of the outstanding Person, contingently or otherwise, to issue, encumber or sell, or cause to be issued, encumbered or sold, any shares of capital stock of any class of or other equity interest in the Company or any securities convertible into or exchangeable for any such shares or equity interest, are outstanding, and no authorization therefor has been given or promise therefor has been made. Assuming that all the conditions set forth in Article 7 hereof are satisfied or waived pursuant to this Agreement, upon delivery at the Closing of the documents referred to in Article 8 and the Subsidiaries have been duly authorized Sellers’ receipt of the Purchase Price, good and validly issued, are fully paid valid title to the Company Shares will pass to the Purchaser (and nonassessable and were not issued in violation of any preemptive or similar rights and are owned the Designees) free and clear of all liens, encumbrances, equities, and restrictions on transferability (other than those imposed by the Securities Act and the state securities or “Blue Sky” laws) or voting; except as set forth in the Disclosure Documents, all of the outstanding shares of capital stock of the Subsidiaries are owned, directly or indirectly, by the Company; except as set forth in the Disclosure Documents, no options, warrants or other rights to purchase from the Company or any Subsidiary, agreements or other obligations of the Company or any Subsidiary to issue or other rights to convert any obligation into, or exchange any securities for, shares of capital stock of or ownership interests in the Company or any Subsidiary are outstanding; and except as included in the Company’s public filings on file with the Securities and Exchange Commission, there is no agreement, understanding or arrangement among the Company or any Subsidiary and each of their respective stockholders or any other person relating to the ownership or disposition of any capital stock of the Company or any Subsidiary or the election of directors of the Company or any Subsidiary or the governance of the Company’s or any Subsidiary’s affairs, and, if any, such agreements, understandings and arrangements will not be breached or violated as a result of the execution and delivery of, or the consummation of the transactions contemplated by, this AgreementLiens.

Schedule 4. 2(A2(a) attached hereto accurately sets forth a complete list of the subsidiaries of the Company (the “SUBSIDIARIES”). Each of the Company and its Subsidiaries has been duly incorporated and each of the Company and the Subsidiaries is validly existing in good standing as a corporation under the laws of its jurisdiction of incorporation, with the requisite corporate power and authority to own its properties and conduct its business as now conducted as described in the Disclosure Documents and is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, have a material adverse effect on the business, condition (financial or other), properties or results of operations of the Company and the Subsidiaries, taken as a whole (any such event, a “MATERIAL ADVERSE EFFECT”); as of the Commencement Date, the Company will have the authorized, issued and outstanding capitalization set forth in the Disclosure Documents (the “COMPANY CAPITALIZATION”); the Company does not have any Subsidiaries or own directly or indirectly any of the capital stock membership interests, ownership interests, transferable interests or other equity or long-term debt securities of or have any equity interest in any other person; all of the outstanding shares of capital stock of the each Company and the Subsidiaries name and number of such securities held by each owner thereof. All of the Equity Interests have been duly authorized and authorized, are validly issued, are fully paid and nonassessable and were not issued in violation of any preemptive or similar rights nonassessable, and are owned of record and beneficially by Sellers, free and clear of all liens, encumbrances, equities, and restrictions on transferability Liens (other than those imposed by Permitted Encumbrances), and are not subject to any preemptive, subscription or similar rights that will survive the Securities Act Closing. Other than the Equity Interests, there are no other ownership interests, transferable interests, securities, participations or other equivalents (however designated and whether voting or nonvoting) of the Companies issued or outstanding. No current or former equityholder of the Companies or any other Person is contesting the ownership of the Equity Interests or any dividends, distributions or contributions relating thereto. Except for this Agreement, there are no outstanding or authorized options, warrants, rights, Contracts, pledges, calls, puts, rights to subscribe, redeem, repurchase or otherwise acquire, conversion rights or other agreements, commitments or obligations (contingent or otherwise) to which any of the Companies are parties or which are binding upon any of the Companies providing for the issuance, sale, disposition or acquisition of any equity or any rights or interests exercisable therefor. There are no outstanding or authorized equity appreciation, phantom equity or similar rights with respect to any of the Companies. The Companies have not violated any foreign, federal or state securities or “Blue Skyblue sky” laws) Laws in connection with the offer, sale or voting; except as set forth in issuance of their securities (including the Disclosure Documents, all Equity Interests). There are no Contracts to which a Company or a Seller is a party with respect to the voting or transfer of the outstanding shares Equity Interests or any other securities of capital stock any of the Subsidiaries Companies. There are ownedno bonds, directly debentures, notes or indirectlyother indebtedness of the Companies having the right to vote (or convertible into, by or exchangeable for, securities having the Company; except as set forth in the Disclosure Documentsright to vote) on any matters on which any shareholder of a Company may vote. Xxxxx Xxxxx holds no financial, no options, warrants governance or other rights to purchase from the Company or in any Subsidiary, agreements or other obligations of the Company or any Subsidiary to issue or other rights to convert any obligation into, or exchange any securities for, shares of capital stock of or ownership interests in the Company or any Subsidiary are outstanding; and except as included in the Company’s public filings on file with the Securities and Exchange Commission, there is no agreement, understanding or arrangement among the Company or any Subsidiary and each of their respective stockholders or any other person relating to the ownership or disposition of any capital stock of the Company or any Subsidiary or the election of directors of the Company or any Subsidiary or the governance of the Company’s or any Subsidiary’s affairs, and, if any, such agreements, understandings and arrangements will not be breached or violated as a result of the execution and delivery of, or the consummation of the transactions contemplated by, this AgreementCompanies.

Schedule 4. 2(A18(b) attached hereto sets forth contains a complete and accurate list as of the subsidiaries date of this Agreement of (i) all real property leased or subleased by the Company Group as lessee or sublessee for which the annual rent exceeds $200,000 (the “Leased Real Property”, and together with the Owned Real Property, the “Real Property”) and (ii) all leases or subleases of the Leased Real Property under which the Company or any of the Company Subsidiaries leases or subleases the Leased Real Property, as lessee or sublessee (as the same may have been amended, supplemented or otherwise modified from time to time, the “SUBSIDIARIESLeases”). Each The Company has delivered to Parent a true and complete copy of the each such Lease document. The Company or a Company Subsidiary, as applicable, has valid, legal, binding and its Subsidiaries has been duly incorporated enforceable leasehold interests in full force and each of the Company and the Subsidiaries is validly existing in good standing as a corporation under the laws of its jurisdiction of incorporation, with the requisite corporate power and authority to own its properties and conduct its business as now conducted as described effect in the Disclosure Documents and is duly qualified to do business Leased Real Property. Except as a foreign corporation in good standing in all other jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, have a reasonably be expected to be material adverse effect on to the business, condition (financial or other), properties or results operation of operations the business of the Company and the SubsidiariesGroup, taken as a whole whole, with respect to the Leases, (i) neither the Company nor any Company Subsidiary is in breach thereof or default thereunder in each case except for such eventbreaches and defaults as to which requisite waivers or consents have been obtained, a “MATERIAL ADVERSE EFFECT”); as and no event has occurred or circumstance exists which, with the delivery of the Commencement Datenotice, the Company will passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease, in each case except for such breaches, defaults, events and circumstances as to which requisite waivers or consents have the authorized, issued and outstanding capitalization set forth in the Disclosure Documents been obtained; (the “COMPANY CAPITALIZATION”); ii) the Company does has not have subleased, licensed or otherwise granted any Subsidiaries Person the right to use or own directly occupy the Leased Real Property subject to such Lease or indirectly any of portion thereof; and (iii) the capital stock Company Group has not collaterally assigned or other equity or long-term debt securities of or have granted any equity security interest in any other person; all Leased Real Property or any interest therein, except for assignments or security interests (x) in favor of the outstanding shares of capital stock of the Company and the Subsidiaries have been duly authorized and validly issuedlessor or sublessor under a Lease, are fully paid and nonassessable and were not issued in violation of any preemptive or similar rights and are owned free and clear of all liens, encumbrances, equities, and restrictions (y) securing liabilities set forth on transferability (other than those imposed by the Securities Act and the state securities or “Blue Sky” lawsSchedule 4.7(b) or voting; except as set forth in the Disclosure Documents, all of the outstanding shares of capital stock of the Subsidiaries are owned, directly or indirectly, by the Company; except as set forth in the Disclosure Documents, no options, warrants or other rights to purchase from the Company or any Subsidiary, agreements or other obligations of the Company or any Subsidiary to issue or other rights to convert any obligation into, or exchange any securities for, shares of capital stock of or ownership interests in the Company or any Subsidiary are outstanding; and except as included in the Company’s public filings on file with the Securities and Exchange Commission, there is no agreement, understanding or arrangement among the Company or any Subsidiary and each of their respective stockholders or any other person relating to the ownership or disposition of any capital stock of the Company or any Subsidiary or the election of directors of the Company or any Subsidiary or the governance of the Company’s or any Subsidiary’s affairs, and, if any, such agreements, understandings and arrangements will not be breached or violated as a result of the execution and delivery of, or the consummation of the transactions contemplated by, this AgreementFinancial Statements.

Schedule 4. 2(A3(b) attached hereto sets forth a complete list of the subsidiaries of the Company (the “SUBSIDIARIES”). Each of the Company and its Subsidiaries has been duly incorporated and forth, for each of the Company Subsidiaries as of the Effective Date, (i) the number and kind of its authorized equity securities, (ii) the number and kind of its issued and outstanding equity securities and (iii) the names of all owners of its equity securities and the Subsidiaries is validly existing in good standing as a corporation under the laws number and kind of its jurisdiction of incorporation, with the requisite corporate power equity securities held by each such owner. All issued and authority to own its properties and conduct its business as now conducted as described in the Disclosure Documents and is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, have a material adverse effect on the business, condition (financial or other), properties or results of operations outstanding equity securities of the Company and the Subsidiaries, taken as a whole (any such event, a “MATERIAL ADVERSE EFFECT”); as of the Commencement Date, the Company will have the authorized, issued and outstanding capitalization set forth in the Disclosure Documents (the “COMPANY CAPITALIZATION”); the Company does not have any Subsidiaries or own directly or indirectly any of the capital stock or other equity or long-term debt securities of or have any equity interest in any other person; all of the outstanding shares of capital stock of the Company and the Subsidiaries have been duly authorized and validly issued, are fully paid and, where applicable, non-assessable and nonassessable were issued in compliance with all applicable Laws and are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar rights and right under which any of the Company Subsidiaries is a party or otherwise bound. The Company Subsidiaries are owned the only Subsidiaries of the Company. Neither the Company nor the Company Subsidiaries own, of record or beneficially, any direct or indirect interest or any right (contingent or otherwise) to acquire the equity interests of any other Person, except the Company Subsidiaries. As of the Effective Date, the Company directly or indirectly owns all outstanding equity securities of the Company Subsidiaries, free and clear of all liens, encumbrances, equities, and restrictions on transferability Liens (other than those imposed by the Liens consisting of restrictions on transfer generally arising under applicable Federal Securities Act and the Laws or state securities or “Blue Sky” laws) or voting; except as set forth in the Disclosure Documents, all Law). With respect to each of the Company Subsidiaries, there are no (A) outstanding shares securities convertible or exchangeable into equity of capital stock of the Subsidiaries are ownedsuch Company Subsidiary, directly or indirectly, by the Company; except as set forth in the Disclosure Documents, no (B) options, warrants warrants, calls, subscriptions or other rights to purchase from the Company or any Subsidiaryrights, agreements or other commitments obligating such Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any equity securities or securities convertible or exercisable for or exchange into any equity securities of such Company Subsidiary, (C) outstanding contractual obligations of the such Company or any Subsidiary to issue repurchase, redeem or otherwise acquire any equity securities or securities convertible into or exchangeable for equity securities of such Company Subsidiary, or (D) voting trusts or other rights agreements or understandings to convert any obligation into, which such Company Subsidiary is a party or exchange any securities for, shares of capital stock of or ownership interests in the by which such Company or any Subsidiary are outstanding; and except as included in the Company’s public filings on file is bound with the Securities and Exchange Commission, there is no agreement, understanding or arrangement among the Company or any Subsidiary and each of their respective stockholders or any other person relating respect to the ownership voting, transfer or other disposition of any capital stock of the Company or any Subsidiary or the election of directors of the Company or any Subsidiary or the governance of the Company’s or any Subsidiary’s affairs, and, if any, such agreements, understandings and arrangements will not be breached or violated as a result of the execution and delivery of, or the consummation of the transactions contemplated by, this Agreementits equity securities.

Schedule 4. 2(A11(a) attached hereto sets forth is a correct and complete list (by reference to the applicable subsection hereof) of (i) all Contracts that require Seller to pay, or entitle Seller to receive, or could result in Liabilities of Seller in the subsidiaries amount of, in the aggregate, $50,000 or more, (ii) all Contracts that restrict Seller or any of its present or future Affiliates from competing with or engaging in any business activity anywhere in the Company world or soliciting for employment, hiring or employing any Person (except for standard nondisclosure agreements entered into in the ordinary course), (iii) all Contracts for acquisitions or dispositions (by merger, purchase or sale of assets or stock or otherwise) of material assets, as to which Seller has continuing material obligations or material rights, (iv) all Contracts concerning joint venture or partnership agreements, or the sharing of profits, (v) all Contracts whereby Seller leases, subleases, licenses, or otherwise holds any rights to use or occupy any interest in real property (the “SUBSIDIARIESReal Property Leases”), (vi) all Contracts with respect to Indebtedness, (vii) all Contracts with any Governmental Authority (and to the extent any such Contract involves a small business “set aside”, the same shall be noted on Schedule 4.11(a)), (viii) all Contracts pursuant to which Seller leases, is licensed or otherwise authorized to use or distribute any Intellectual Property of any other Person or which otherwise affect the ability of Seller to use any Intellectual Property (other than any non-customized Software that (A) is so licensed soley in executable or object code form pursuant to a non-exclusive, internal use Software license; (B) is not incorporated into, or used directly in the distribution of, Seller’s products or services; and (C) is generally available on standard terms for less than $20,000), (ix) all Contracts pursuant to which Seller leases, licenses or otherwise authorizes another Person to use, distribute, sell, resell or incorporate any Seller Owned Intellectual Property (excluding non-exclusive end user licenses granted to customers in the ordinary course of business), (x) all Contracts that contain any fixed or indexed pricing, “most-favored nation” pricing or similar pricing terms or provisions regarding minimum volumes, volume discounts, or rebates, (xi) all collective bargaining agreements; (xii) all Contracts with respect to the employment of any individual on a full-time, part-time, consulting, or other basis or providing severance benefits, (xiii) all Contracts with any Top Customer or Top Supplier, (xiv) all Contracts with respect to any Related Party Transaction, and (xv) all other Contracts. Correct and complete copies of the Contracts listed or required to be listed on Schedule 4.11(a), together with all modifications and amendments thereto, have previously been delivered to Buyer. Each of the Company Contracts is in full force and effect, is valid and enforceable in accordance with its Subsidiaries has been duly incorporated terms, and is not subject to any claims, charges, set offs or defenses, in each of the Company case with respect to Seller, and the Subsidiaries is validly existing in good standing as a corporation under the laws of its jurisdiction of incorporationto Seller’s Knowledge, with the requisite corporate power and authority respect to own its properties and conduct its business as now conducted as described in the Disclosure Documents and is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, have a material adverse effect on the business, condition (financial or other), properties or results of operations of the Company and the Subsidiaries, taken as a whole (any such event, a “MATERIAL ADVERSE EFFECT”); as of the Commencement Date, the Company will have the authorized, issued and outstanding capitalization set forth in the Disclosure Documents (the “COMPANY CAPITALIZATION”); the Company does not have any Subsidiaries or own directly or indirectly any of the capital stock or other equity or long-term debt securities of or have any equity interest in any other person; all of the outstanding shares of capital stock of the Company and the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and were not issued in violation of any preemptive or similar rights and are owned free and clear of all liens, encumbrances, equities, and restrictions on transferability (other than those imposed by the Securities Act and the state securities or “Blue Sky” laws) or voting; except party thereto. Except as set forth on Schedule 4.11(b), Seller is not in the Disclosure Documentsbreach or default, all of the outstanding shares of capital stock of the Subsidiaries are owned, directly or indirectly, by the Company; except as set forth in the Disclosure Documents, no options, warrants or other rights to purchase from the Company or nor has any Subsidiary, agreements or other obligations of the Company or any Subsidiary to issue or other rights to convert any obligation into, or exchange any securities for, shares of capital stock of or ownership interests in the Company or any Subsidiary are outstanding; and except as included in the Company’s public filings on file event occurred which with the Securities and Exchange Commission, there is no agreement, understanding or arrangement among the Company or any Subsidiary and each giving of their respective stockholders or any other person relating to the ownership or disposition of any capital stock of the Company or any Subsidiary notice or the election passage of directors of the Company time or any Subsidiary both would constitute a breach or the governance of the Company’s or any Subsidiary’s affairs, and, if any, such agreements, understandings and arrangements will not be breached or violated as a result of the execution and delivery default by Seller of, or which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination of or by another party under, or in any manner release any party thereto from any obligation under, any Contract and, to the consummation Knowledge of Seller, no other party is in breach or default, and no event has occurred which with the transactions contemplated bygiving of notice or the passage of time or both would constitute a breach or default by any other party, this Agreementor which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination of or by Seller under, or in any manner release any party thereto from any obligation under, any Contract. No Seller Party has been notified by any counterparty to any Contract that such counterparty is terminating or intends to terminate such Contract.