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

SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. (a) The Company has delivered to IES an accurate list (which is set forth on Schedule 5.15) of all customers (persons or entities) representing 5% or more of the Company's annual revenues for any period covered by any of the Financial Statements. Except to the extent set forth on Schedule 5.15, none of such customers has canceled or substantially reduced or, to the best 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. (b) The Company has listed on Schedule 5.15 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 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 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 IES. Except for expenditures in the ordinary course of business, the Company has also indicated on Schedule (c) Except as set forth on Schedule 5.15, since January 1, 1997, the Company has not experienced any difficulties in obtaining any inventory items necessary to the operation of its business, and, to the knowledge of the Company and the Stockholders, no such shortage of supply of inventory items is threatened or pending. To the best knowledge of the Company and the Stockholders, no customer or supplier of the Company will cease to do business with, or substantially reduce its purchases from, the Company after the consummation of the transactions contemplated hereby. (d) Except as set forth on Schedule 5.15, the Company is not required to provide any bonding or other financial security arrangements in any material amount in connection with any contract listed on Schedule 5.15.

SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. (a) The Company has delivered to IES an AmPaM a materially accurate list (which is set forth on Schedule 5.155.15(a)(1)) of all customers (persons or entities) representing 5% or more of the Company's annual revenues for any period covered by any of the Financial Statements. Except to the extent set forth on Schedule 5.155.15(a)(2), none of such customers has canceled or substantially reduced or, to the best knowledge of the Company and the StockholdersCompany, are currently attempting or threatening to cancel a currently effective contract or substantially reduce utilization of the services provided by with the Company. (b) The Company has listed on Schedule 5.15 5.15(b) 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 limited to, contracts with significant customerscustomers listed on Schedule 5.15(a), joint venture or partnership agreements, contracts with any labor organizations, strategic alliances and options to purchase land), other than agreements listed on Schedules 5.105.10(a), 5.14 Schedule 5.14(a) or 5.16Schedule 5.16(a), (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 to AmPaM true, complete and correct copies of such agreements. For purposes of the preceding sentence, a contract, commitment or similar agreement is "material" if it (i) has a term of more than one year (other than contracts, commitments or agreements that are cancelable without liability or penalty within 30 days of notice from the Company of cancellation or that can be terminated by the Company without material penalty upon notice of 30 days or less) or (ii) requires the payment by or to IESthe Company of more than $100,000 during any 12-month period. Except for expenditures in the ordinary course of business, the Company has also indicated on ScheduleSchedule 5.15(b) a summary description of all plans or projects involving the opening of new operations, expansion of existing operations, or the acquisition of any personal property, business or assets requiring, in any event, the payment of more than $50,000 by the Company during any 12-month period. (c) Except as set forth on Schedule 5.15, since January 1, 1997, the Company has not experienced any difficulties in obtaining any inventory items necessary to the operation of its business, and, to the knowledge of the Company and the Stockholders, no such shortage of supply of inventory items is threatened or pending. To the best knowledge of the Company and the Stockholders, no customer or supplier of the Company will cease to do business with, or substantially reduce its purchases from, the Company after the consummation of the transactions contemplated hereby. (d) Except as set forth on Schedule 5.155.15(c), the Company is not required to provide any bonding or other financial security arrangements in any material amount in connection with any contract listed on Schedule 5.155.15(b).

SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. (a) The Company has delivered to IES Pentacon an accurate list (which is set forth on Schedule 5.15) of all customers (persons or entities) representing 5% or more of the Company's annual revenues for any the period covered by any of the most current Year-End Financial Statements. Except to the extent set forth on Schedule 5.15, none of such customers has have canceled or substantially reduced or, to the best 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. (b) The Company has listed on Schedule 5.15 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 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 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 (or, in the case of supplier and distributor contracts and customer contracts on standard purchase forms, has made available) true, complete and correct copies of such agreements to IESPentacon. Except for expenditures in the ordinary course of business, the The Company has also indicated on ScheduleSchedule 5.15 a summary description of all plans or projects commenced or approved in the last six (6) months and 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 $20,000 by the Company during any 12-month period. (c) Except as set forth on Schedule 5.15, since January 1, 19971995, the Company has not experienced any difficulties in obtaining any inventory items necessary to the operation of its business, and, to the knowledge of the Company and the Stockholders, no such shortage of supply of inventory items is threatened or pending. To the best knowledge of the Company and the Stockholders, no customer or supplier of the Company will cease to do business with, or substantially reduce its purchases from, the Company after the consummation of the transactions contemplated hereby. (d) Except as set forth on Schedule 5.15, the The Company is not required to provide any bonding or other financial security arrangements in any material amount in connection with any contract listed on Schedule 5.15transactions with any of its customers or suppliers.

SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. (a) The Company has delivered to IES Pentacon an accurate list (which is set forth on Schedule 5.15) of all customers (persons or entities) representing 5% or more of the Company's annual revenues for any the period covered by any of the most current Year-End Financial Statements. Except to the extent set forth on Schedule 5.15, none of such customers has have canceled or substantially reduced or, to the best knowledge of the Company and the StockholdersStockholder, are currently attempting or threatening to cancel a contract or substantially reduce utilization of the services provided by the Company. (b) The Except as set forth on Schedule 5.15, the Company has listed on Schedule 5.15 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 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 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 (or, in the case of supplier and distributor contracts and customer contracts on standard purchase forms, has made available) true, complete and correct copies of such agreements to IESPentacon. Except for expenditures The Company has also indicated on Schedule 5.15 a summary description of all plans or projects commenced or approved in the last six (6) months and involving the opening of new operations, expansion of existing operations, the acquisition of any personal property, business or assets (other than acquisitions of inventory and other assets used in the business in the ordinary course of business) requiring, in any event, the payment of more than $20,000 by the Company has also indicated on Scheduleduring any 12-month period. (c) Except as set forth on Schedule 5.15, since January 1, 19971995, the Company has not experienced any difficulties in obtaining any inventory items necessary to the operation of its business, and, to the knowledge of the Company and the StockholdersStockholder, no such shortage of supply of inventory items is threatened or pending. To the best knowledge of the Company and the StockholdersStockholder, no customer or supplier of the Company will cease to do business with, or substantially reduce its purchases from, the Company after the consummation of the transactions contemplated hereby. (d) Except as set forth on Schedule 5.15, the The Company is not required to provide any bonding or other financial security arrangements in any material amount in connection with any contract listed on Schedule 5.15transactions with any of its customers or suppliers. (e) Except with respect to the Bausch and Firestone litigation, neither the Company nor any of its Affiliates has entered into any agreements which obligate the Company or any subsidiary of the Company to continue to use the services of specific accounting or legal professionals following the Closing Date.

SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. (a) The Company has delivered to IES Pentacon an accurate list (which is set forth on Schedule 5.15) of all customers (persons or entities) representing 5% or more of the Company's annual revenues for any the period covered by any of the most current Year-End Financial Statements. Except to the extent set forth on Schedule 5.15, none of such customers has have canceled or substantially reduced or, to the best 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. (b) The Company has listed on Schedule 5.15 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 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 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 (or, in the case of supplier and distributor contracts and customer contracts on standard purchase forms, has made available) true, complete and correct copies of such agreements to IESPentacon. Except for expenditures in the ordinary course of business, the The Company has also indicated on ScheduleSchedule 5.15 a summary description of all plans or projects commenced or approved in the last six (6) months and 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 $20,000 by the Company during any 12-month period. (c) Except as set forth on Schedule 5.15, since January 1, 19971995, the Company has not experienced any difficulties in obtaining any inventory items necessary to the operation of its business, and, to the knowledge of the Company and the Stockholders, no such shortage of supply of inventory items is threatened or pending. To the best knowledge of the Company and the Stockholders, no customer or supplier of the Company will cease to do business with, or substantially reduce its purchases from, the Company after the consummation of the transactions contemplated hereby. (d) Except as set forth on Schedule 5.15, the The Company is not required to provide any bonding or other financial security arrangements in any material amount in connection with any contract listed on Schedule 5.15transactions with any of its customers or suppliers. (e) Except as disclosed in the schedules hereto, none of the Other Stockholders are parties to agreements with the Company or any of its Affiliates, have pending claims against or have threatened claims against the Company or any of its Affiliates.

SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. (a) The Company has delivered to IES an accurate list (which is set forth on Schedule 5.15) of all customers (persons or entities) representing 5% or more of the Company's annual revenues for any period covered by any of the Financial Statements. Except to the extent set forth on Schedule 5.15, none of such customers has canceled or substantially reduced or, to the best 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. (b) The Company has listed on Schedule 5.15 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 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 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 IES. Except for expenditures in the ordinary course of business, the Company has also indicated on ScheduleSchedule 5.15 a summary description of all plans or projects involving the opening of new operations, expansion of existing operations, or the acquisition of any personal property, business or assets requiring, in any event, the payment of more than 2% of the Company's revenues for fiscal 1996 by the Company during any 12-month period. (c) Except as set forth on Schedule 5.15, since January 1, 1997, the Company has not experienced any difficulties in obtaining any inventory items necessary to the operation of its business, and, to the knowledge of the Company and the Stockholders, no such shortage of supply of inventory items is threatened or pending. To the best knowledge of the Company and the Stockholders, no customer or supplier of the Company will cease to do business with, or substantially reduce its purchases from, the Company after the consummation of the transactions contemplated hereby. (d) Except as set forth on Schedule 5.15, the Company is not required to provide any bonding or other financial security arrangements in any material amount in connection with any contract listed on Schedule 5.15. (i) liens reflected on Schedules 5.10 or 5.16 as securing specified liabilities (with respect to which no material default exists); (ii) liens for current taxes not yet payable and assessments not in default; (iii) easements for utilities serving the property only; and (iv) easements, covenants and restrictions and other exceptions to title which do not adversely affect the current or contemplated use of the property. Copies of all leases and agreements in respect of such real property leased by the Company, which are true, complete and correct in all material respects, are attached to Schedule 5.16, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by Stockholders or Affiliates of the Company or Stockholders is included in Schedule 5.16. Except as set forth on Schedule 5.16, all of such leases included on Schedule 5.16 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.