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

SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. (a) The Company has delivered to Clarant an accurate list (which is set forth on SCHEDULE 5.22) of all Significant Customers, it being understood and agreed that a "Significant Customer," for purposes of this Agreement, means a customer (or Person) representing 5% or more of the Company's annual revenues as of the Balance Sheet Date. Except to the extent set forth on SCHEDULE 5.22, none of the Company's Significant Customers has canceled or substantially reduced or, to the Knowledge of the Company or any Stockholder, is currently attempting or threatening to cancel a contract or substantially reduce utilization of the services provided by the Company or any Subsidiary. (b) The Company has made available to Clarant a true and complete copy (or in the case of oral arrangements, a detailed summary) of each Material Contract, including all amendments or other modifications thereto. Except as set forth on SCHEDULE 5.22, each Material Contract is a valid and binding obligation of the Company or its Subsidiaries enforceable in accordance with its terms, and is in full force and effect, subject to bankruptcy, reorganization, receivership and other laws affecting creditors' rights generally and the application of equitable principles. Except as set forth on SCHEDULE 5.22, the Company or its Subsidiaries have performed all obligations required to be performed by it under each Material Contract, and it is not, nor, to the Knowledge of the Company or any Stockholder, is any other party to any Material Contract (with or without the lapse of time or the giving of notice, or both) in breach or default in any material respect thereunder. Neither the Company nor any Subsidiary has been notified that any party to a Material Contract intends to cancel, terminate, not renew, or exercise an option under any Material Contract, whether in connection with the transactions contemplated hereby or otherwise. (c) Except as listed or described on SCHEDULE 5.22, the Company has no Contracts of the types described below: (i) any collective bargaining arrangement with any labor union or any such agreements currently in negotiation or proposed; (ii) any contract for capital expenditures or the acquisition or construction of fixed assets for or in respect to real property other than in the Ordinary Course of Business in excess of $50,000; (iii) any contract with a term in excess of one year for the purchase, maintenance, acquisition, sale or furnishing of materials, supplies, merchandise, machinery, equipment, parts or other property or services (except that the Company need not list any such contract made in the Ordinary Course of Business which requires aggregate future payments of less than $50,000, and in lieu of providing each individual contract, the Company has provided to Clarant its standard subcontractor form and a list of each subcontractor). (iv) any contract relating to the borrowing of money, or the guaranty of another Person's borrowing of money, including, without limitation, all notes, mortgages, indentures and other obligations, agreements and other instruments for or relating to any lending or borrowing, including assumed indebtedness; (v) any contract granting any Person an Encumbrance on any of the properties or assets of the Company or any Subsidiary, in whole or in part; (vi) any contract for the cleanup, abatement or other actions in connection with Hazardous Materials, the remediation of any existing environmental liabilities, violation of Environmental Laws or relating to the performance of any environmental audit or study; (vii) any contract granting to any Person a first-refusal, first-offer or similar preferential right to purchase or acquire any material property or asset of the Business of the Company or any Subsidiary, other than in the Ordinary Course of Business; (viii) any contract having an original value in excess of $50,000 under which the Company or any Subsidiary is: (A) a lessee or sublessee of any machinery, equipment, vehicle or other tangible personal property or real property, or (B) a lessor of any real property or machinery, equipment, vehicle or other tangible personal property owned by the Company or any Subsidiary; (ix) any contract providing for the indemnification of any officer, director, employee or other Person where such indemnification may exceed the sum of $50,000; (x) any joint venture or partnership contract; (xi) any contract that prohibits the use or publication by the Company, Clarant or Newco of the name of any other party to such contract or prohibits or restricts the Company or any Subsidiary from freely providing services to any other customer or potential customer of the Company or any Subsidiary, Clarant, Newco or any Other Founding Company; or (xii) a governmental contract subject to price redetermination or renegotiation.

SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. (a) The Company has delivered to Clarant Buyer an accurate list (which is set forth on SCHEDULE 5.222.18) of (i) all Significant Customerscustomers and (ii) all material contracts, it being understood commitments and agreed that similar agreements to which the Company is a "Significant Customer," party or by which the Company 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, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, liens, pledges or other security agreements, covenants not to compete and contracts which restrict or limit the ability of the Company to compete in any business with any Person, and contracts providing for purposes the payment of this Agreement, means a customer (any bonus or Person) representing 5% other payment upon the sale of the Company or more any change of control of the Company's annual revenues , and any management, service or consulting contracts) (a) as of the Balance Sheet Date and (b) entered into since the Balance Sheet Date, and has delivered true, complete and correct copies of such agreements to Buyer. Except to the extent set forth on SCHEDULE 5.222.18, (i) none of the Company's Significant Customers has significant customers have canceled or substantially reduced or, to the Knowledge knowledge of the Company or any StockholderCompany, is are currently attempting or threatening to cancel a contract or substantially reduce utilization of demand for the Company's services provided by and (ii) the Company or any Subsidiary. (b) The Company has made available complied in all material respects with all material commitments and obligations pertaining to Clarant a true and complete copy (or in the case of oral arrangements, a detailed summary) of each Material Contract, including all amendments or other modifications thereto. Except as set forth on SCHEDULE 5.22, each Material Contract is a valid and binding obligation of the Company or its Subsidiaries enforceable in accordance with its termsit, and is not itself, nor is any Person in full force material default under any such contracts and effect, agreements and no notice of default has been received. The Company is not bound by or subject to bankruptcy, reorganization, receivership (and other laws affecting creditors' rights generally and the application none of equitable principles. Except as set forth on SCHEDULE 5.22, the Company its assets or its Subsidiaries have performed all obligations required to be performed properties is bound by it under each Material Contract, and it is not, nor, to the Knowledge of the Company or any Stockholder, is any other party to any Material Contract (with or without the lapse of time or the giving of notice, or both) in breach or default in any material respect thereunder. Neither the Company nor any Subsidiary has been notified that any party to a Material Contract intends to cancel, terminate, not renew, or exercise an option under any Material Contract, whether in connection with the transactions contemplated hereby or otherwise. (c) Except as listed or described on SCHEDULE 5.22, the Company has no Contracts of the types described below: (isubject to) any collective bargaining arrangement with any labor union or any such agreements currently in negotiation or proposed; (ii) any contract for capital expenditures or the acquisition or construction of fixed assets for or in respect to real property other than in the Ordinary Course of Business in excess of $50,000; (iii) any contract with a term in excess of one year for the purchase, maintenance, acquisition, sale or furnishing of materials, supplies, merchandise, machinery, equipment, parts or other property or services (except that the Company need not list any such contract made in the Ordinary Course of Business which requires aggregate future payments of less than $50,000, and in lieu of providing each individual contract, the Company has provided to Clarant its standard subcontractor form and a list of each subcontractor). (iv) any contract relating to the borrowing of money, or the guaranty of another Person's borrowing of money, including, without limitation, all notes, mortgages, indentures and other obligations, agreements and other instruments for or relating to any lending or borrowing, including assumed indebtedness; (v) any contract granting any Person an Encumbrance on any of the properties or assets union. No employees of the Company are represented by any labor union or covered by any Subsidiary, collective bargaining agreement and no campaign to establish such representation is in whole progress. There is no pending or in part; (vi) any contract for the cleanup, abatement or other actions in connection with Hazardous Materials, the remediation of any existing environmental liabilities, violation of Environmental Laws or relating to the performance of any environmental audit or study; (vii) any contract granting to any Person a first-refusal, first-offer or similar preferential right to purchase or acquire any material property or asset best of the Business of Company's knowledge threatened labor dispute involving the Company or and any Subsidiary, other than in the Ordinary Course group of Business; (viii) any contract having an original value in excess of $50,000 under which its employees nor has the Company or experienced any Subsidiary is: (A) a lessee or sublessee of any machinery, equipment, vehicle or other tangible personal property or real property, or (B) a lessor of any real property or machinery, equipment, vehicle or other tangible personal property owned by labor interruptions over the Company or any Subsidiary; (ix) any contract providing for the indemnification of any officer, director, employee or other Person where such indemnification may exceed the sum of $50,000; (x) any joint venture or partnership contract; (xi) any contract that prohibits the use or publication by past year and the Company, Clarant or Newco of the name of any other party to such contract or prohibits or restricts the Company or any Subsidiary from freely providing services to any other customer or potential customer of the Company or any Subsidiary, Clarant, Newco or any Other Founding Company; or (xii) a governmental contract subject to price redetermination or renegotiation's relationships with its employees is good.

SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. (a) The Company has delivered to Clarant an accurate list (which is set forth on SCHEDULE 5.22) of all Significant Customers, it being understood and agreed that a "Significant Customer," for purposes of this Agreement, means a customer (or Person) representing 5% or more of the Company's annual revenues as of the Balance Sheet Date. Except to the extent set forth on SCHEDULE 5.22, none of the Company's Significant Customers has canceled or substantially reduced or, to the Knowledge of the Company or any Stockholder, is currently attempting or threatening to cancel a contract or substantially reduce utilization of the services provided by the Company or any Subsidiary. (b) The Company has made available to Clarant a true and complete copy (or in the case of oral arrangements, a detailed summary) of each Material Contract, including all amendments or other modifications thereto. Except as set forth on SCHEDULE 5.22, each Material Contract is a valid and binding obligation of the Company or its any Subsidiaries enforceable in accordance with its terms, and is in full force and effect, subject to bankruptcy, reorganization, receivership and other laws affecting creditors' rights generally and the application of equitable principles. Except as set forth on SCHEDULE 5.22, the Company or its Subsidiaries have performed all obligations required to be performed by it under each Material Contract, and it is not, nor, to the Knowledge of the Company or any Stockholder, is any other party to any Material Contract (with or without the lapse of time or the giving of notice, or both) in breach or default in any material respect thereunder. Neither the Company nor any Subsidiary has been notified that any party to a Material Contract intends to cancel, terminate, not renew, or exercise an option under any Material Contract, whether in connection with the transactions contemplated hereby or otherwise. (c) Except as listed or described on SCHEDULE 5.22, the Company has no Contracts of the types described below: (i) any collective bargaining arrangement with any labor union or any such agreements currently in negotiation or proposed; (ii) any contract for capital expenditures or the acquisition or construction of fixed assets for or in respect to real property other than in the Ordinary Course of Business in excess of $50,000; (iii) any contract with a term in excess of one year for the purchase, maintenance, acquisition, sale or furnishing of materials, supplies, merchandise, machinery, equipment, parts or other property or services (except that the Company need not list any such contract made in the Ordinary Course of Business which requires aggregate future payments of less than $50,000, and in lieu of providing each individual contract, the Company has provided to Clarant its standard subcontractor form and a list of each subcontractor). (iv) any contract relating to the borrowing of money, or the guaranty of another Person's borrowing of money, including, without limitation, all notes, mortgages, indentures and other obligations, agreements and other instruments for or relating to any lending or borrowing, including assumed indebtedness; (v) any contract granting any Person an Encumbrance on any of the properties or assets of the Company or any Subsidiary, in whole or in part; (vi) any contract for the cleanup, abatement or other actions in connection with Hazardous Materials, the remediation of any existing environmental liabilities, violation of Environmental Laws or relating to the performance of any environmental audit or study; (vii) any contract granting to any Person a first-refusal, first-offer or similar preferential right to purchase or acquire any material property or asset of the Business of the Company or any Subsidiary, other than in the Ordinary Course of Business; (viii) any contract having an original value in excess of $50,000 under which the Company or any Subsidiary is: (A) a lessee or sublessee of any machinery, equipment, vehicle or other tangible personal property or real property, or (B) a lessor of any real property or machinery, equipment, vehicle or other tangible personal property owned by the Company or any Subsidiary; (ix) any contract providing for the indemnification of any officer, director, employee or other Person where such indemnification may exceed the sum of $50,000; (x) any joint venture or partnership contract; (xi) any contract that prohibits the use or publication by the Company, Clarant or Newco of the name of any other party to such contract or prohibits or restricts the Company or any Subsidiary from freely providing services to any other customer or potential customer of the Company or any Subsidiary, Clarant, Newco or any Other Founding Company; or (xii) a governmental contract subject to price redetermination or renegotiation.

SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. (a) The Company has and the Subsidiary have delivered to Clarant an accurate list (which is set forth on SCHEDULE 5.22) of all Significant Customers, it being understood and agreed that a "Significant Customer," for purposes of this Agreement, means a customer (or Person) representing 5% or more of the Company's and the Subsidiary's annual revenues as of the Balance Sheet Date. Except to the extent set forth on SCHEDULE 5.22, none of the Company's or the Subsidiary's Significant Customers has canceled or substantially reduced or, to the Knowledge of the Company or any Stockholder, is currently attempting or threatening to cancel a contract or substantially reduce utilization of the services provided by the Company or any the Subsidiary. (b) The Company has and the Subsidiary have made available to Clarant a true and complete copy (or in the case of oral arrangements, a detailed summary) of each Material Contract, including all amendments or other modifications thereto. Except as set forth on SCHEDULE 5.22, each Material Contract is a valid and binding obligation of the Company or its Subsidiaries the Subsidiary enforceable in accordance with its terms, and is in full force and effect, subject to bankruptcy, reorganization, receivership and other laws affecting creditors' rights generally and the application of equitable principles. Except as set forth on SCHEDULE 5.22, the Company or its Subsidiaries the Subsidiary have performed all obligations required to be performed by it under each Material Contract, and it is not, nor, to the Knowledge of the Company or any Stockholder, is any other party to any Material Contract (with or without the lapse of time or the giving of notice, or both) in breach or default in any material respect thereunder. Neither the Company nor any the Subsidiary has been notified that any party to a Material Contract intends to cancel, terminate, not renew, or exercise an option under any Material Contract, whether in connection with the transactions contemplated hereby or otherwise. (c) Except as listed or described on SCHEDULE 5.22, the Company has and the Subsidiary have no Contracts of the types described below: (i) any collective bargaining arrangement with any labor union or any such agreements currently in negotiation or proposed; (ii) any contract for capital expenditures or the acquisition or construction of fixed assets for or in respect to real property other than in the Ordinary Course of Business in excess of $50,000; (iii) any contract with a term in excess of one year for the purchase, maintenance, acquisition, sale or furnishing of materials, supplies, merchandise, machinery, equipment, parts or other property or services (except that the Company and the Subsidiary need not list any such contract made in the Ordinary Course of Business which requires aggregate future payments of less than $50,000, and in lieu of providing each individual contract, the Company has and the Subsidiary have provided to Clarant its standard subcontractor form and a list of each subcontractor). (iv) any contract relating to the borrowing of money, or the guaranty of another Person's borrowing of money, including, without limitation, all notes, mortgages, indentures and other obligations, agreements and other instruments for or relating to any lending or borrowing, including assumed indebtedness; (v) any contract granting any Person an Encumbrance on any of the properties or assets of the Company or any the Subsidiary, in whole or in part; (vi) any contract for the cleanup, abatement or other actions in connection with Hazardous Materials, the remediation of any existing environmental liabilities, violation of Environmental Laws or relating to the performance of any environmental audit or study; (vii) any contract granting to any Person a first-refusal, first-offer or similar preferential right to purchase or acquire any material property or asset of the Business of the Company or any the Subsidiary, other than in the Ordinary Course of Business; (viii) any contract having an original value in excess of $50,000 under which the Company or any the Subsidiary is: (A) a lessee or sublessee of any machinery, equipment, vehicle or other tangible personal property or real property, or (B) a lessor of any real property or machinery, equipment, vehicle or other tangible personal property owned by the Company or any the Subsidiary; (ix) any contract providing for the indemnification of any officer, director, employee or other Person where such indemnification may exceed the sum of $50,000; (x) any joint venture or partnership contract; (xi) any contract that prohibits the use or publication by the Company, the Subsidiary, Clarant or Newco of the name of any other party to such contract or prohibits or restricts the Company or any Subsidiary from freely providing services to any other customer or potential customer of the Company or any the Subsidiary, Clarant, Newco or any Other Founding Company; or (xii) a governmental contract subject to price redetermination or renegotiation.

SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. (a) The Company With respect to the Business, the Contributor has delivered to Clarant an accurate list (which is set forth on SCHEDULE 5.22) of all Significant Customers, it being understood and agreed that a "Significant Customer," for purposes of this Agreement, means a customer (or Person) representing 5% or more of the Company's 1998 annual revenues as of the Balance Sheet DateBusiness. Except to the extent set forth on SCHEDULE 5.22, none of the Company's Significant Customers has canceled or substantially reduced or, to the Knowledge of the Company or any StockholderContributor, is currently attempting or threatening Threatening to cancel a contract or substantially reduce utilization of the services provided by the Company or any SubsidiaryBusiness. (b) The Company Contributor has made available to Clarant a true and complete copy (or in the case of oral arrangements, a detailed summary) of each Material Contract, including all amendments or other modifications thereto. Except as set forth on SCHEDULE 5.22, each Material Contract is a valid and binding obligation of the Company or its Subsidiaries Contributor enforceable in accordance with its terms, and is in full force and effect, subject to bankruptcy, reorganization, receivership and other laws affecting creditors' rights generally and the application of equitable principles. Except as set forth on SCHEDULE 5.22, the Company or its Subsidiaries have Contributor has performed all obligations relating to the Business required to be performed by it under each Material Contract, and it is not, nor, to the Knowledge of the Company or any StockholderContributor, is any other party to any Material Contract (with or without the lapse of time or the giving of notice, or both) in breach or default in any material respect thereunder; and there exists no condition which, to the Knowledge of the Contributor, would constitute a breach or default thereunder. Neither the Company nor any Subsidiary has been notified that any Except as set forth on SCHEDULE 5.22, to Contributor's Knowledge, no party to a Material Contract intends to cancel, terminate, not renew, or fail to exercise an option under any Material Contract, whether in connection with the transactions contemplated hereby or otherwise. (c) Except as listed or described on SCHEDULE 5.22, the Company has no Contracts of the types described below: (i) any collective bargaining arrangement with any labor union or any such agreements currently in negotiation or proposed; (ii) any contract for capital expenditures or the acquisition or construction of fixed assets for or in respect to real property other than in the Ordinary Course of Business in excess of $50,000; (iii) any contract with a term in excess of one year for the purchase, maintenance, acquisition, sale or furnishing of materials, supplies, merchandise, machinery, equipment, parts or other property or services (except that the Company need not list any such contract made in the Ordinary Course of Business which requires aggregate future payments of less than $50,000, and in lieu of providing each individual contract, the Company has provided to Clarant its standard subcontractor form and a list of each subcontractor). (iv) any contract relating to the borrowing of money, or the guaranty of another Person's borrowing of money, including, without limitation, all notes, mortgages, indentures and other obligations, agreements and other instruments for or relating to any lending or borrowing, including assumed indebtedness; (v) any contract granting any Person an Encumbrance on any of the properties or assets of the Company or any Subsidiary, in whole or in part; (vi) any contract for the cleanup, abatement or other actions in connection with Hazardous Materials, the remediation of any existing environmental liabilities, violation of Environmental Laws or relating to the performance of any environmental audit or study; (vii) any contract granting to any Person a first-refusal, first-offer or similar preferential right to purchase or acquire any material property or asset of the Business of the Company or any Subsidiary, other than in the Ordinary Course of Business; (viii) any contract having an original value in excess of $50,000 under which the Company or any Subsidiary is: (A) a lessee or sublessee of any machinery, equipment, vehicle or other tangible personal property or real property, or (B) a lessor of any real property or machinery, equipment, vehicle or other tangible personal property owned by the Company or any Subsidiary; (ix) any contract providing for the indemnification of any officer, director, employee or other Person where such indemnification may exceed the sum of $50,000; (x) any joint venture or partnership contract; (xi) any contract that prohibits the use or publication by the Company, Clarant or Newco of the name of any other party to such contract or prohibits or restricts the Company or any Subsidiary from freely providing services to any other customer or potential customer of the Company or any Subsidiary, Clarant, Newco or any Other Founding Company; or (xii) a governmental contract subject to price redetermination or renegotiation.

SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. (a) The Company has delivered to Clarant an accurate list (which is set forth on SCHEDULE 5.22) of all Significant Customers, it being understood and agreed that a "Significant Customer," for purposes of this Agreement, means a customer (or Person) representing 5% or more of the Company's annual revenues as of the Balance Sheet Date. Except to the extent set forth on SCHEDULE 5.22, none of the Company's Significant Customers has canceled or substantially reduced or, to the Knowledge of the Company or any StockholderMember, is currently attempting or threatening to cancel a contract or substantially reduce utilization of the services provided by the Company or any Subsidiary. (b) The Company has made available to Clarant a true and complete copy (or in the case of oral arrangements, a detailed summary) of each Material Contract, including all amendments or other modifications thereto. Except as set forth on SCHEDULE 5.22, each Material Contract is a valid and binding obligation of the Company or its any Subsidiaries enforceable in accordance with its terms, and is in full force and effect, subject to bankruptcy, reorganization, receivership and other laws affecting creditors' rights generally and the application of equitable principles. Except as set forth on SCHEDULE 5.22, the Company or its Subsidiaries have has performed all obligations required to be performed by it under each Material Contract, and it is not, nor, to the Knowledge of the Company or any StockholderMember, is any other party to any Material Contract (with or without the lapse of time or the giving of notice, or both) in breach or default in any material respect thereunder. Neither the Company nor any Subsidiary has been notified that any party to a Material Contract intends to cancel, terminate, not renew, or exercise an option under any Material Contract, whether in connection with the transactions contemplated hereby or otherwise. (c) Except as listed or described on SCHEDULE 5.22, the Company has no Contracts of the types described below: (i) any collective bargaining arrangement with any labor union or any such agreements currently in negotiation or proposed; (ii) any contract for capital expenditures or the acquisition or construction of fixed assets for or in respect to real property other than in the Ordinary Course of Business in excess of $50,000; (iii) any contract with a term in excess of one year for the purchase, maintenance, acquisition, sale or furnishing of materials, supplies, merchandise, machinery, equipment, parts or other property or services (except that the Company need not list any such contract made in the Ordinary Course of Business which requires aggregate future payments of less than $50,000, and in lieu of providing each individual contract, the Company has provided to Clarant its standard subcontractor form and a list of each subcontractor). (iv) any contract relating to the borrowing of money, or the guaranty of another Person's borrowing of money, including, without limitation, all notes, mortgages, indentures and other obligations, agreements and other instruments for or relating to any lending or borrowing, including assumed indebtedness; (v) any contract granting any Person an Encumbrance on any of the properties or assets of the Company or any Subsidiary, in whole or in part; (vi) any contract for the cleanup, abatement or other actions in connection with Hazardous Materials, the remediation of any existing environmental liabilities, violation of Environmental Laws or relating to the performance of any environmental audit or study; (vii) any contract granting to any Person a first-refusal, first-offer or similar preferential right to purchase or acquire any material property or asset of the Business of the Company or any Subsidiary, other than in the Ordinary Course of Business; (viii) any contract having an original value in excess of $50,000 under which the Company or any Subsidiary is: (A) a lessee or sublessee of any machinery, equipment, vehicle or other tangible personal property or real property, or (B) a lessor of any real property or machinery, equipment, vehicle or other tangible personal property owned by the Company or any Subsidiary; (ix) any contract providing for the indemnification of any officer, director, employee or other Person where such indemnification may exceed the sum of $50,000; (x) any joint venture or partnership contract; (xi) any contract agreement that prohibits the use or publication by the Company, or could prohibit the use or publication by Clarant or Newco Newco, of the name of any other party to such contract or prohibits or restricts the Company or any Subsidiary from freely providing services to any other customer or potential customer of the Company or any Subsidiary, Clarant, Newco or any Other Founding Company; or (xii) a governmental contract subject to price redetermination or renegotiation.

SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. Schedule 2.9 sets forth a list of (ai) The Company has delivered to Clarant an accurate list (which is set forth on SCHEDULE 5.22) of all Significant Customers, it being understood and agreed that a "Significant Customer," for purposes of this Agreement, means a customer (or Person) customers representing 5% $250,000 or more of the Company's annual revenues as for the year ended December 31, 2000 or for the year ending December 31, 2001 (together with the revenue amount for each such customer for such period or periods); any joint venture, partnership, or other arrangement involving a sharing of profits; (ii) any consignment, distributor, dealer, manufacturer's representative, sales agency, advertising representative, or public relations contract; (iii) any agreement limiting the Company's ability to engage in any business; (iv) any confidentiality agreement to which the Company is a party pursuant to which the Company is prohibited from disclosing any confidential information or pursuant to which another party is prohibited from disclosing confidential information; (v) any contract not made in the ordinary course of the Balance Sheet DateCompany's business; (vi) any commitments, leases, options, instruments 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 customers, joint venture or partnership agreements, understandings with employees with respect to compensation, contracts with any labor organizations, strategic alliances and options to purchase land), whether oral or written, and (vii) all other contracts or agreements to which the Company is a party or by which it or any of its properties are bound, whether oral or written, which provide for more than $5,000 in aggregate obligations of the Company. True, complete and correct copies of such written agreements have been provided to Purchaser. Except to the extent set forth as described on SCHEDULE 5.22Schedule 2.9, (i) none of the Company's Significant Customers has customers identified on Schedule 2.9 have canceled or substantially reduced or, to the Knowledge knowledge of the Company or any StockholderCompany, is are currently attempting or threatening to cancel a contract or substantially reduce utilization of the services provided by the Company or any Subsidiary. Company, and (bii) The the Company has made available complied with all commitments and obligations pertaining to Clarant a true it, and complete copy (is not in default under any contracts or in the case agreements listed on Schedule 2.9 and no notice of oral arrangements, a detailed summary) of each Material Contract, including all amendments default under any such contract or other modifications theretoagreement has been received. Except as set forth on SCHEDULE 5.22Schedule 2.9, each Material Contract customer order currently under production and being processed by the Company relates to a written purchase order from such customer and a complete and correct list of all such purchase orders currently under production is set forth on Schedule 2.9-A hereof. No such customer has alleged to the Company that its purchase order is not a duly authorized purchase order. Each of the contracts, commitments, leases, options, instruments and agreements set forth in Schedule 2.9 and each other Schedule attached to this Agreement (collectively, the "Scheduled Agreements"), except as otherwise specifically set forth in the Schedule in which such Scheduled Agreement is listed, constitutes a legal, valid and binding obligation of the Company or its Subsidiaries enforceable in accordance with its termsCompany, and is in full force and effecteffect and is enforceable against the Company, subject in accordance with its terms. No other party to bankruptcyany Scheduled Agreement has alleged to the Company that such Scheduled Agreement to which it is a party is not a legal, reorganization, receivership and other laws affecting creditors' rights generally and the application valid or binding obligation of equitable principlessuch party or that such Scheduled Agreement to which it is a party is not enforceable against such party. Except as set forth on SCHEDULE 5.22in Schedule 2.9, the Company or its Subsidiaries have performed all obligations required to be performed by it under each Material Contract, and it is not, nor, to the Knowledge consummation of the Company transactions contemplated hereby will not cause a breach of or any Stockholder, is any other party to any Material Contract constitute a default (with or without the giving of notice or the lapse of time or both) under any of the Scheduled Agreements, result in the forfeiture or impairment of any rights thereunder, require the consent, approval or act of, or the making of any filing with, any other Person pursuant to the terms thereof (to the extent the absence of such consent or approval would constitute a breach or default, or require or result in the payment of any assignment or related fees or costs). No other party to any of such Scheduled Agreements has breached or defaulted thereunder and no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice, or both, would constitute such a default or breach by any such other party thereto. The Company is not currently renegotiating any of the Scheduled Agreements except in the ordinary course of business or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the written Scheduled Agreements (including without limitation all amendments, supplements or other modifications thereto or waivers of right thereunder) in breach have heretofore been delivered by the Company and the Stockholder to the Purchaser. Schedule 2.9 also includes a summary description of all plans or default projects involving the opening of new operations, expansion of existing operations, the acquisition of any property, business assets (other than inventory) requiring, in any material respect thereunder. Neither event, the Company nor any Subsidiary has been notified that any party to a Material Contract intends to cancel, terminate, not renewpayment individually of more than $5,000, or exercise an option under any Material Contract, whether in connection with the transactions contemplated hereby or otherwise. (c) Except as listed or described on SCHEDULE 5.22, the Company has no Contracts of the types described below: (i) any collective bargaining arrangement with any labor union or any such agreements currently in negotiation or proposed; (ii) any contract for capital expenditures or the acquisition or construction of fixed assets for or in respect to real property other than in the Ordinary Course aggregate of Business in excess of $50,000; (iii) any contract with a term in excess of one year for the purchase, maintenance, acquisition, sale or furnishing of materials, supplies, merchandise, machinery, equipment, parts or other property or services (except that the Company need not list any such contract made in the Ordinary Course of Business which requires aggregate future payments of less more than $50,000, and in lieu of providing each individual contract, the Company has provided to Clarant its standard subcontractor form and a list of each subcontractor). (iv) any contract relating to the borrowing of money, or the guaranty of another Person's borrowing of money, including, without limitation, all notes, mortgages, indentures and other obligations, agreements and other instruments for or relating to any lending or borrowing, including assumed indebtedness; (v) any contract granting any Person an Encumbrance on any of the properties or assets of the Company or any Subsidiary, in whole or in part; (vi) any contract for the cleanup, abatement or other actions in connection with Hazardous Materials, the remediation of any existing environmental liabilities, violation of Environmental Laws or relating to the performance of any environmental audit or study; (vii) any contract granting to any Person a first-refusal, first-offer or similar preferential right to purchase or acquire any material property or asset of the Business of the Company or any Subsidiary, other than in the Ordinary Course of Business; (viii) any contract having an original value in excess of $50,000 under which the Company or any Subsidiary is: (A) a lessee or sublessee of any machinery, equipment, vehicle or other tangible personal property or real property, or (B) a lessor of any real property or machinery, equipment, vehicle or other tangible personal property owned by the Company or any Subsidiary; (ix) any contract providing for the indemnification of any officer, director, employee or other Person where such indemnification may exceed the sum of $50,000; (x) any joint venture or partnership contract; (xi) any contract that prohibits the use or publication by the Company, Clarant or Newco of the name of any other party to such contract or prohibits or restricts the Company or any Subsidiary from freely providing services to any other customer or potential customer of the Company or any Subsidiary, Clarant, Newco or any Other Founding Company; or (xii) a governmental contract subject to price redetermination or renegotiation.

SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. (a) The Company has delivered to Clarant an accurate list (which is set forth on SCHEDULE 5.22) of all Significant Customers, it being understood and agreed that a "Significant Customer," for purposes of this Agreement, means a customer (or Person) representing 5% or more of the Company's annual revenues as of the Balance Sheet Date. Except to the extent set forth on SCHEDULE 5.22, none of the Company's Significant Customers has canceled or substantially reduced or, to the Knowledge of the Company or any StockholderMember, is currently attempting or threatening to cancel a contract or substantially reduce utilization of the services provided by the Company or any SubsidiaryCompany. (b) The Company has made available to Clarant a true and complete copy (or in the case of oral arrangements, a detailed summary) of each Material Contract, including all amendments or other modifications thereto. Except as set forth on SCHEDULE 5.22, each Material Contract is a valid and binding obligation of the Company or its Subsidiaries enforceable against the Company in accordance with its terms, and is in full force and effect, subject to bankruptcy, reorganization, receivership and other laws affecting creditors' rights generally and the application of equitable principles. Except as set forth on SCHEDULE 5.22, the Company or its Subsidiaries have has performed all material obligations required to be performed by it under each Material Contract, and it is not, nor, to the Knowledge of the Company or any StockholderMember, is any other party to any Material Contract (with or without the lapse of time or the giving of notice, or both) in breach or default in any material respect thereunder. Neither the Company nor any Subsidiary has been notified that any party to a Material Contract intends to cancel, terminate, not renew, or exercise an option under any Material Contract, whether in connection with the transactions contemplated hereby or otherwise. (c) Except as listed or described on SCHEDULE 5.22, the Company has no Contracts of the types described below: (i) any collective bargaining arrangement with any labor union or any such agreements currently in negotiation or proposed; (ii) any contract for capital expenditures or the acquisition or construction of fixed assets for or in respect to real property other than in the Ordinary Course of Business in excess of $50,000; (iii) any contract with a term in excess of one year for the purchase, maintenance, acquisition, sale or furnishing of materials, supplies, merchandise, machinery, equipment, parts or other property or services (except that the Company need not list any such contract made in the Ordinary Course of Business which requires aggregate future payments of less than $50,000, and in lieu of providing each individual contract, the Company has provided to Clarant its standard subcontractor form and a list of each subcontractor). (iv) any contract relating to the borrowing of money, or the guaranty of another Person's borrowing of money, including, without limitation, all notes, mortgages, indentures and other obligations, agreements and other instruments for or relating to any lending or borrowing, including assumed indebtedness; (v) any contract granting any Person an Encumbrance on any of the properties or assets of the Company or any Subsidiary, in whole or in part; (vi) any contract for the cleanup, abatement or other actions in connection with Hazardous Materials, the remediation of any existing environmental liabilities, violation of Environmental Laws or relating to the performance of any environmental audit or study; (vii) any contract granting to any Person a first-refusal, first-offer or similar preferential right to purchase or acquire any material property or asset of the Business of the Company or any Subsidiary, other than in the Ordinary Course of Business; (viii) any contract having an original value in excess of $50,000 under which the Company or any Subsidiary is: (A) a lessee or sublessee of any machinery, equipment, vehicle or other tangible personal property or real property, or (B) a lessor of any real property or machinery, equipment, vehicle or other tangible personal property owned by the Company or any SubsidiaryCompany; (ix) any contract providing for the indemnification of any officer, director, employee or other Person where such indemnification may exceed the sum of $50,000; (x) except as disclosed on SCHEDULE 5.7 any joint venture or partnership contract; (xi) any contract agreement that prohibits the use or publication by the Company, or could reasonably be expected to prohibit the use or publication by Clarant or Newco Newco, of the name of any other party to such contract or prohibits or restricts the Company or any Subsidiary from freely providing services to any other customer or potential customer of the Company or any Subsidiary, Clarant, Newco or any Other Founding Company; or (xii) a governmental contract subject to price redetermination or renegotiation.