Common use of SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS Clause in Contracts

SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. The Company has delivered to TCI an accurate list (which is set forth on Schedule 5.15) of all customers (persons or entities) representing 1% or more of the Company's annual revenues for the year ended December 31, 1997; provided, however, that Schedule 5.15 need not set forth more than the Company's 20 largest customers during such period. Except to the extent set forth on Schedule 5.15, none of such customers have canceled or substantially reduced or, to the knowledge of the Stockholders, are currently attempting or threatening to cancel a contract or substantially reduce utilization of the services provided by the Company. The Company has listed on Schedule 5.15 all Material Contracts (as defined below) to which the Company is a party or by which it or any of its properties are bound, other than agreements listed on Schedules 5.10, 5.14 or 5.16, (a) in existence as of the Balance Sheet Date and (b) entered into since the Balance Sheet Date, and in each case has delivered true, complete and correct copies of such agreements to TCI. For purposes of this Agreement, the term "Material Contracts" includes contracts between the Company and significant customers (as described above), joint venture or partnership agreements, contracts with any labor organization, strategic alliances, options to purchase land and other contracts which are not terminable on sixty days or less notice and involve payments by the Company in any twelve-month period in excess of $25,000. The Company has also indicated on Schedule 5.15 a summary description of all plans or projects involving the opening of new operations, expansion of existing operations, the acquisition of any personal property, business or assets requiring, in any event, the payment of more than $25,000 by the Company during any 12- month period. To the knowledge of the Stockholders, all of the Material Contracts are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to the enforcement of creditors' rights generally and by general principles of equity.

SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. The Company COMPANY has delivered to TCI CSI an accurate list (which is set forth on Schedule 5.15) of (i) all customers significant customers, it being understood and agreed that a "significant customer," for purposes of this Section 5.15, means a customer (persons or entitiesperson or entity) representing 15% or more of the CompanyCOMPANY's annual revenues for as of the year ended December 31, 1997; provided, however, that Schedule 5.15 need not set forth more than the Company's 20 largest customers during such periodBalance Sheet Date. Except to the extent set forth on Schedule 5.15, none of such the COMPANY's significant customers have canceled or substantially reduced or, to the knowledge of the StockholdersCOMPANY, are currently attempting or threatening to cancel a contract or substantially reduce utilization of the services provided by the CompanyCOMPANY. The Company COMPANY has listed on Schedule 5.15 all Material Contracts (as defined below) material contracts, commitments and similar agreements to which the Company COMPANY is a party or by which it or any of its properties are boundbound (including, but not limited to, contracts with significant customers, joint venture or partnership agreements, contracts with any labor organizations, strategic alliances and options to purchase land), other than agreements listed on Schedules Schedule 5.10, 5.14 or 5.16, (a) in existence as of the Balance Sheet Date and (b) entered into since the Balance Sheet Date, and in each case has delivered true, complete and correct copies of such agreements to TCI. For purposes of this Agreement, the term "Material Contracts" includes contracts between the Company and significant customers (as described above), joint venture or partnership agreements, contracts with any labor organization, strategic alliances, options to purchase land and other contracts which are not terminable on sixty days or less notice and involve payments by the Company in any twelve-month period in excess of $25,000CSI. The Company COMPANY has complied with all material commitments and obligations pertaining to it, and is not in default under any contracts or agreements listed on Schedule 5.15 and no notice of default under any such contract or agreement has been received. The COMPANY has also indicated on Schedule 5.15 a summary description of all plans or projects involving the opening of new operations, expansion of existing operations, the acquisition of any personal property, business or assets requiring, in any event, the payment of more than $25,000 50,000 by the Company during any 12- month period. To the knowledge of the Stockholders, all of the Material Contracts are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to the enforcement of creditors' rights generally and by general principles of equityCOMPANY.

SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. The Company has delivered to TCI LandCARE an accurate list (which is set forth on Schedule 5.15) of all customers (persons or entities) representing 1% or more of the Company's annual revenues for the year ended December 31, 1997; provided, however, that Schedule 5.15 need not set forth more than the Company's 20 25 largest customers during such period. Except to the extent set forth on Schedule 5.15, none of such customers have canceled or substantially reduced or, to the knowledge of the Stockholders, are currently attempting or threatening to cancel a contract or substantially reduce utilization of the services provided by the Company. The Company has listed on Schedule 5.15 all Material Contracts (as defined below) to which the Company is a party or by which it or any of its properties are bound, other than agreements listed on Schedules 5.10, 5.14 or 5.16, (a) in existence as of the Balance Sheet Date and (b) entered into since the Balance Sheet Date, and in each case has delivered true, complete and correct copies of such agreements to TCILandCARE. For purposes of this Agreement, the term "Material Contracts" includes contracts between the Company and significant customers (as described above), joint venture or partnership agreements, contracts with any labor organization, strategic alliances, options to purchase land and other contracts which are not terminable on sixty days or less notice and involve payments by the Company in any twelve-month period in excess of $25,000. The Company has also indicated on Schedule 5.15 a summary description of all plans or projects involving the opening of new operations, expansion of existing operations, the acquisition of any personal property, business or assets requiring, in any event, the payment of more than $25,000 by the Company during any 12- 12-month period. To the knowledge of the Stockholders, all All of the Material Contracts are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to the enforcement of creditors' rights generally and by general principles of equityterms.

SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. The Company COMPANY has delivered to TCI TSII an accurate list (which is set forth on Schedule 5.15) of (i) all customers significant customers, it being understood and agreed that a "significant customer," for purposes of this Section 5.15, means a customer (persons or entitiesperson or entity) representing 15% or more of the CompanyCOMPANY's annual revenues for as of the year ended December 31, 1997; provided, however, that Schedule 5.15 need not set forth more than the Company's 20 largest customers during such periodBalance Sheet Date. Except to the extent set forth on Schedule 5.15, none of such the COMPANY's significant customers (or persons or entities that are sources of a significant number of customers) have canceled cancelled or substantially reduced or, to the knowledge of the StockholdersCOMPANY, are currently attempting or threatening to cancel a contract or substantially reduce utilization of the services provided by the CompanyCOMPANY. The Company COMPANY has listed on Schedule 5.15 all Material Contracts (as defined below) material contracts, commitments and similar agreements to which the Company COMPANY is a party or by which it or any of its properties are boundbound (including, but not limited to, contracts with significant customers, joint venture or partnership agreements, contracts with any labor organizations, strategic alliances and options to purchase land), other than contracts, commitments and agreements otherwise listed on Schedules 5.10, 5.14 or 5.16, (a) in existence as of the Balance Sheet Date and (b) entered into since the Balance Sheet Date, and in each case has delivered true, complete and correct copies of such agreements to TCI. For purposes of this Agreement, the term "Material Contracts" includes contracts between the Company and significant customers (as described above), joint venture or partnership agreements, contracts with any labor organization, strategic alliances, options to purchase land and other contracts which are not terminable on sixty days or less notice and involve payments by the Company in any twelve-month period in excess of $25,000TSII. The Company COMPANY has complied with all material commitments and obligations pertaining to it, and is not in default under any contracts or agreements listed on Schedule 5.15 and no notice of default under any such contract or agreement has been received. The COMPANY has also indicated on Schedule 5.15 a summary description of all plans or projects involving the opening of new operations, expansion of existing operations, the acquisition of any personal property, business or assets requiring, in any event, the payment of more than $25,000 by the Company during any 12- month period. To the knowledge of the Stockholders, all of the Material Contracts are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to the enforcement of creditors' rights generally and by general principles of equityCOMPANY.

SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. The Company has delivered to TCI QSI an accurate list (which is set forth on Schedule 5.154.15) of (i) all customers significant customers, it being understood and agreed that a "significant customer," for purposes of this Section 4.15, means a customer (persons or entitiesperson or entity) representing 15% or more of the Company's annual revenues for as of the year ended December 31, 1997; provided, however, that Schedule 5.15 need not set forth more than the Company's 20 largest customers during such periodBalance Sheet Date. Except to the extent set forth on Schedule 5.154.15, none of such the Company's significant customers (or persons or entities that are sources of a significant number of customers) have canceled or substantially reduced or, to the knowledge Knowledge of the StockholdersCompany, are currently attempting or threatening to cancel a contract or substantially reduce utilization of the services provided by the Company. The Company has listed on Schedule 5.15 4.15 all Material Contracts (as defined below) material contracts, commitments and similar agreements to which the Company is a party or by which it or any of its properties are boundbound (including, but not limited to, contracts with significant customers, joint venture or partnership agreements, contracts with any labor organizations, strategic alliances and options to purchase land), other than contracts, commitments and agreements otherwise listed on Schedules 5.104.10, 5.14 4.14 or 5.164.16, (a) in existence as of the Balance Sheet Date and (b) entered into since the Balance Sheet Date, and in each case has delivered or made available true, complete and correct copies of such agreements to TCIQSI. For purposes The Company has complied with all material commitments and obligations pertaining to it, and is not in default under any contracts or agreements listed on Schedule 4.15 and no notice of default under any such contract or agreement has been received. Where required under such contracts or agreements, the Company has furnished notice of the QSI Plan of Organization to third parties and has, where required, obtained consent from third parties to enter into the transactions contemplated by this Agreement, the term "Material Contracts" includes contracts between the Company and significant customers (as described above), joint venture or partnership agreements, contracts with any labor organization, strategic alliances, options to purchase land and other contracts which are not terminable on sixty days or less notice and involve payments by the Company in any twelve-month period in excess of $25,000. The Company has also indicated on Schedule 5.15 4.15 a summary description of all plans or projects involving the opening of new operations, expansion of existing operations, the acquisition of any personal property, business or assets requiring, in any event, the payment of more than $25,000 50,000 by the Company. Notwithstanding the foregoing, it is agreed and understood that the Company's customers competitively bid most contracts and that there can be no assurance that the Company during any 12- month period. To the knowledge of the Stockholders, all of the Material Contracts are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to the enforcement of creditors' rights generally and by general principles of equitywill win future competitive bids.

SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. The Company has delivered to TCI an accurate SCHEDULE 3.11 sets forth a list of (which is set forth on Schedule 5.15i) of all customers (persons or entities) representing 1% or more of the Company's annual revenues for (a) the year ended December 31, 1997; provided1996, howeverand (b) the period from January 1, that Schedule 5.15 need 1997 to the Balance Sheet Date, and (ii) to the knowledge of the Company and the Stockholders, all material contracts, commitments and similar agreements to which the Company is a party or by which it or any of its properties are bound (including, but not set forth more limited to, contracts with significant customers, joint venture or partnership agreements, contracts with any labor organizations, strategic alliances and options to purchase land, but excluding contracts, commitments and similar agreements with customers representing less than 1% of the Company's 20 largest customers during revenues for the periods of January 1, 1997 to the Balance Sheet Date). True, complete and correct copies of such periodagreements have been provided to Metals. Except as described on SCHEDULE 3.11, (i) none of the Company's customers identified on SCHEDULE 3.11 with respect to the extent set forth on Schedule 5.15period of January 1, none of such customers 1997 to the Balance Sheet Date have canceled or substantially reduced or, to the knowledge of the Company and the Stockholders, are currently attempting or threatening to cancel a contract or substantially reduce utilization of the services provided by the Company. The , and (ii) the Company has listed on Schedule 5.15 complied with all Material Contracts (as defined below) material commitments and obligations pertaining to which the Company it, and is a party not in default, under any contracts or by which it or any of its properties are bound, other than agreements listed on Schedules 5.10, 5.14 SCHEDULE 3.11 and no notice of default under any such contract or 5.16, (a) in existence as of the Balance Sheet Date and (b) entered into since the Balance Sheet Date, and in each case agreement has delivered true, complete and correct copies of such agreements to TCI. For purposes of this Agreement, the term "Material Contracts" includes contracts between the Company and significant customers (as described above), joint venture or partnership agreements, contracts with any labor organization, strategic alliances, options to purchase land and other contracts which are not terminable on sixty days or less notice and involve payments been received by the Company in any twelve-month period in excess of $25,000Company. The Company has SCHEDULE 3.11 also indicated on Schedule 5.15 includes a summary description of all plans or projects involving the opening of new operations, expansion of existing operations, the acquisition of any personal property, business or assets requiring, in any event, the payment in the aggregate of more than $25,000 10,000 by the Company during any 12- month period. To the knowledge of the Stockholders, all of the Material Contracts are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to the enforcement of creditors' rights generally and by general principles of equityCompany.

SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. The Company has delivered to TCI QSI an accurate list (which is set forth on Schedule 5.154.15) of (i) all customers significant customers, it being understood and agreed that a "significant customer," for purposes of this Section 4.15, means a customer (persons or entitiesperson or entity) representing 15% or more of the Company's annual revenues for as of the year ended December 31, 1997; provided, however, that Schedule 5.15 need not set forth more than the Company's 20 largest customers during such periodBalance Sheet Date. Except to the extent set forth on Schedule 5.154.15, none of such the Company's significant customers (or persons or entities that are sources of a significant number of customers) have canceled or substantially reduced or, to the knowledge Knowledge of the StockholdersCompany, are currently attempting or threatening to cancel a contract or substantially reduce utilization of the services provided by the Company. The Company has listed on Schedule 5.15 4.15 all Material Contracts (as defined below) material contracts, commitments and similar agreements to which the Company is a party or by which it or any of its properties are boundbound (including, but not limited to, contracts with significant customers, joint venture or partnership agreements, contracts with any labor organizations, strategic alliances and options to purchase land), other than contracts, commitments and agreements otherwise listed on Schedules 5.104.10, 5.14 4.14 or 5.16, 4.16, (a) in existence as of the Balance Sheet Date and (b) entered into since the Balance Sheet Date, and in each case has delivered or made available true, complete and correct copies of such agreements to TCIQSI. For purposes The Company has complied with all material commitments and obligations pertaining to it, and is not in default under any contracts or agreements listed on Schedule 4.15 and no notice of default under any such contract or agreement has been received. Where required under such contracts or agreements, the Company has furnished notice of the QSI Plan of Organization to third parties and has, where required, obtained consent from third parties to enter into the transactions contemplated by this Agreement, the term "Material Contracts" includes contracts between the Company and significant customers (as described above), joint venture or partnership agreements, contracts with any labor organization, strategic alliances, options to purchase land and other contracts which are not terminable on sixty days or less notice and involve payments by the Company in any twelve-month period in excess of $25,000. The Company has also indicated on Schedule 5.15 4.15 a summary description of all plans or projects involving the opening of new operations, expansion of existing operations, the acquisition of any personal property, business or assets requiring, in any event, the payment of more than $25,000 by the Company. Notwithstanding the foregoing, it is agreed and understood that the Company's customers competitively bid most contracts and that there can be no assurance that the Company during any 12- month period. To the knowledge of the Stockholders, all of the Material Contracts are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to the enforcement of creditors' rights generally and by general principles of equitywill win future competitive bids.

SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. The Company has delivered to TCI QSI an accurate list (which is set forth on Schedule 5.154.15) of (i) all customers significant customers, it being understood and agreed that a "significant customer," for purposes of this Section 4.15, means a customer (persons or entitiesperson or entity) representing 15% or more of the Company's annual revenues for as of the year ended December 31, 1997; provided, however, that Schedule 5.15 need not set forth more than the Company's 20 largest customers during such periodBalance Sheet Date. Except to the extent set forth on Schedule 5.154.15, none of such the Company's significant customers (or persons or entities that are sources of a significant number of customers) have canceled or substantially reduced or, to the knowledge Knowledge of the StockholdersCompany, are currently attempting or threatening to cancel a contract or substantially reduce utilization of the services provided by the Company. The Company has listed on Schedule 5.15 4.15 all Material Contracts (as defined below) material contracts, commitments and similar agreements to which the Company is a party or by which it or any of its properties are boundbound (including, but not limited to, contracts with significant customers, joint venture or partnership agreements, contracts with any labor organizations, strategic alliances and options to purchase land), other than contracts, commitments and agreements otherwise listed on Schedules 5.104.10, 5.14 4.14 or 5.164.16, (a) in existence as of the Balance Sheet Date and (b) entered into since the Balance Sheet Date, and in each case has delivered or made available true, complete and correct copies of such agreements to TCIQSI. For purposes The Company has complied with all material commitments and obligations pertaining to it, and is not in default under any contracts or agreements listed on Schedule 4.15 and no notice of default under any such contract or agreement has been received. Where required under such contracts or agreements, the Company has furnished notice of the QSI Plan of Organization to third parties and has, where required, obtained consent from third parties to enter into the transactions contemplated by this Agreement, the term "Material Contracts" includes contracts between the Company and significant customers (as described above), joint venture or partnership agreements, contracts with any labor organization, strategic alliances, options to purchase land and other contracts which are not terminable on sixty days or less notice and involve payments by the Company in any twelve-month period in excess of $25,000. The Company has also indicated on Schedule 5.15 4.15 a summary description of all plans or projects involving the opening of new operations, expansion of existing operations, the acquisition of any personal property, business or assets requiring, in any event, the payment of more than $25,000 100,000 by the Company. Notwithstanding the foregoing, it is agreed and understood that the Company's customers competitively bid most contracts and that there can be no assurance that the Company during any 12- month period. To the knowledge of the Stockholders, all of the Material Contracts are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to the enforcement of creditors' rights generally and by general principles of equitywill win future competitive bids.