Common use of Agreements and Commitments Clause in Contracts

Agreements and Commitments. Except as set forth in ITEM 2.11 delivered by ESI to Macromedia herewith, or as listed in ITEM 2.12, ITEM 2.15.3 or ITEM 2.15.6 as required by Section 2.12, Section 2.15.3 or Section 2.15.6, as the case may be, ESI is not a party or subject to any oral or written executory agreement, obligation or commitment that is material to ESI, its financial condition or business or which is described below and is not terminable within 60 days without cost or penalty to ESI, including but not limited to the following: (a) Any contract, commitment, letter agreement, quotation or purchase order providing for payments by or to ESI in an aggregate amount of (i) $25,000 or more in the ordinary course of business or (ii) $10,000 or more not in the ordinary course of business; (b) Any license agreement under which ESI is licensor (except for any nonexclusive software license granted by ESI to end-user customers where the form of the license, excluding standard immaterial deviations, has been provided or made available to Macromedia's counsel); or under which ESI is licensee (except for standard "shrink wrap" licenses for off-the-shelf software products); (c) Any agreement by ESI to encumber, transfer or sell rights in or with respect to any ESI Intellectual Property (as defined in Section 2.12 hereof); (d) Any agreement for the sale or lease of real or personal property involving more than $25,000 per year; (e) Any dealer, distributor, sales representative, original equipment manufacturer, value added remarketer or other agreement for the distribution of ESI's products; (f) Any franchise agreement or financing statement; (g) Any stock redemption or purchase agreement; (h) Any joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons or the payment of royalties to any other person; (i) Any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee or otherwise, except for trade indebtedness or any advance to any employee of ESI incurred or made in the ordinary course of business, and except as disclosed in the ESI Financial Statements; (j) Any contract containing covenants purporting to limit ESI's freedom to compete in any line of business in any geographic area; or (k) Any contract or commitment for the employment of any officer, employee or consultant of ESI or any other type of contract or understanding with any officer, employee or consultant of ESI that is not immediately terminable by ESI without cost or liability. All agreements, obligations and commitments listed in ITEM 2.11, ITEM 2.12, ITEM 2.15.3 or ITEM 2.15.6 as required by Section 2.11, Section 2.12, Section 2.15.3 or Section 2.15.6, as the case may be, are valid and in full force and effect, and except as expressly noted, a true and complete copy of each has been delivered or made available to Macromedia. Except as noted on ITEM 2.11, neither ESI nor, to the knowledge of ESI, any other party is in breach of or default under any material term of any such agreement, obligation or commitment. ESI has no liability for renegotiation of government contracts or subcontracts which are material to ESI, its financial condition or business.

Agreements and Commitments. Except as set forth in ITEM 2.11 delivered by ESI to Macromedia herewithSCHEDULE 2.11, or as listed in ITEM SCHEDULE 2.12, ITEM SCHEDULE 2.15.3 or ITEM SCHEDULE 2.15.6 as required by Section 2.12, Section 2.15.3 or Section 2.15.6, as respectively, to the case may beknowledge of Antinori, ESI Antinori is not a party or subject to any oral or written executory agreement, obligation or commitment that is material to ESIAntinori, its financial condition condition, business or business prospects or which is described below and is not terminable within 60 days without cost or penalty to ESI, including but not limited to the followingAntinori: (a) Any contract, commitment, letter agreement, quotation or purchase order providing for payments by or to ESI Antinori in an aggregate amount of (i) $25,000 100,000 or more in the ordinary course of business or (ii) $10,000 100,000 or more not in the ordinary course of businessbusiness (except for any contracts, commitments, letter agreements, quotations or purchase orders providing for outstanding payments to Antinori solely with respect to ongoing software maintenance services); (b) Any license agreement under which ESI is as licensor (except for any nonexclusive software license granted by ESI Antinori to end-user customers where the form of the license, excluding standard immaterial deviations, has been provided or made available to Macromedia's counsel); or under which ESI is licensee (except for standard "shrink wrap" licenses for off-the-shelf software products▇▇▇▇▇▇▇▇); (c) Any agreement by ESI Antinori to encumber, transfer or sell rights in or with respect to any ESI Antinori Intellectual Property (as defined in Section 2.12 hereof2.12); (d) Any agreement for the sale or lease of real or personal property involving more than $25,000 100,000 per year; (e) Any dealer, distributor, sales representative, original equipment manufacturer, value added remarketer or other agreement for the distribution of ESIAntinori's products; (f) Any franchise agreement or financing statement; (g) Any stock redemption or purchase agreement; (h) Any joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons or the payment of royalties to any other personpersons; (i) Any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligationobligations, conditional sale, guarantee or otherwise, except for trade indebtedness or any advance to any employee of ESI Antinori incurred or made in the ordinary course of business, and except as disclosed in the ESI Antinori Financial Statements;; or (j) Any contract containing covenants purporting to limit ESIAntinori's freedom to compete in any line of business in any geographic area; or (k) Any contract or commitment for the employment of any officer, employee or consultant of ESI or any other type of contract or understanding with any officer, employee or consultant of ESI that is not immediately terminable by ESI without cost or liability. All agreements, obligations and commitments listed in ITEM SCHEDULE 2.11, ITEM SCHEDULE 2.12, ITEM 2.15.3 SCHEDULE 2.15.3, or ITEM SCHEDULE 2.15.6 as required by Section 2.11, Section 2.12, Section 2.15.3 or Section 2.15.6, as the case may be, are valid and in full force and effecteffect in all material respects, and except as expressly noted, a true and complete copy of each has been delivered or made available to Macromedia▇▇▇▇▇▇▇▇. Except as noted on ITEM 2.11, SCHEDULE 2.11 neither ESI Antinori nor, to the knowledge of ESIAntinori, any other party is in breach of or default under any material term terms of any such agreement, obligation or commitment. ESI has no liability for renegotiation of government contracts Antinori is not a party to any contract or subcontracts which are arrangement that it reasonably expects will have a material to ESI, adverse effect on its financial condition business or businessprospects.

Agreements and Commitments. Except As of the date hereof, except as set forth disclosed in ITEM 2.11 Item 3.10 of the Shareholders' Disclosure Schedule delivered by ESI Shareholder to Macromedia Acquirer herewith, or as listed disclosed in ITEM 2.12Item 3.11, ITEM 2.15.3 Item 3.14.3 or ITEM 2.15.6 Item 3.14.6 of the Shareholders' Disclosure Schedule as required by Section 2.123.11, Section 2.15.3 3.14.3 or Section 2.15.63.14.6, as the case may be, ESI on the date of this Agreement the Company is not a party or subject to any oral or written executory agreementcontract or, obligation or commitment to the extent expressly enumerated in paragraphs below, commitment, that is material to ESIthe Company, its financial condition or condition, business or which is described below and is not terminable within 60 days without cost or penalty to ESIprospects, including but not limited to the following: (a) Any contract, commitment, letter agreement, quotation agreement or purchase order providing for payments by or to ESI the Company in an aggregate amount of (i) $25,000 or more in the ordinary course of business Ordinary Course or (ii) $10,000 5,000 or more not in the ordinary course of businessOrdinary Course; (b) Any license agreement under which ESI the Company is licensor (except for any nonexclusive software license granted by ESI the Company to end-user customers where in the form of the license, excluding standard immaterial deviations, has been provided or made available to Macromedia's counselOrdinary Course); or under which ESI the Company is licensee (except for standard "shrink wrap" licenses for off-the-shelf software productsproducts with a license fee or purchase price of under $5,000 per copy or seat); (c) Any material agreement by ESI the Company to encumber, transfer or sell rights in or with respect to any ESI material item of the Company Intellectual Property (as defined in Section 2.12 3.11 hereof), excluding non-exclusive software licenses; (d) Any agreement for the sale or lease of real or tangible personal property involving more than $25,000 per year; (e) Any dealer, distributor, sales representative, original equipment manufacturer, value value-added remarketer or other agreement for the distribution of ESIthe Company's products; (f) Any franchise agreement or financing statementagreement; (g) Any stock redemption or agreement obligating the Company to purchase agreementits capital stock; (h) Any joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons or the payment of royalties to any other person, excluding non-exclusive software licenses; (i) Any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee or otherwise, except for trade indebtedness or any advance to any employee of ESI the Company incurred or made in the ordinary course of businessOrdinary Course, and except as disclosed in the ESI Company Financial Statements; (j) Any contract containing covenants purporting to limit ESIthe Company's freedom to compete in any line of business business, market or industry and/or in any geographic area; or (k) Any contract or commitment for the employment of any officer, employee or consultant of ESI the Company or any other type of contract or understanding commitment with any officer, employee or consultant of ESI the Company that is not immediately terminable by ESI the Company without cost or other liability. All Except as noted in Item 3.4 of the Shareholders' Disclosure Schedule, all agreements, obligations and commitments listed disclosed in ITEM 2.11Item 3.10, ITEM 2.12Item 3.11, ITEM 2.15.3 Item 3.14.3 or ITEM 2.15.6 Item 3.14.6 of the Shareholders' Disclosure Schedule as required by Section 2.113.10, Section 2.123.11, Section 2.15.3 3.14.3 or Section 2.15.63.14.6, as the case may be, are valid and in full force and effect, and except as expressly noted, where the failure to be such would not have a true and complete copy of each has been delivered or made available to MacromediaMaterial Adverse Effect on the Company. Except as noted on ITEM 2.11Item 3.10 of the Shareholders' Disclosure Schedule, neither ESI nor, the Company nor to the knowledge Knowledge of ESI, Shareholders any other party is in breach of or default under any material term of any such agreement, obligation or commitmentcommitment nor has such other party threatened such a breach or default. ESI has no The Company is not a party to any contract or arrangement that Shareholder believes will have a Material Adverse Effect on the Company. The Company does not have liability for renegotiation of government contracts or subcontracts which are material that can reasonably be expected to ESI, its financial condition or businesshave a Material Adverse Effect on the Company.

Agreements and Commitments. Except As of the date hereof, except as set forth disclosed in ITEM 2.11 Item 3.10 delivered by ESI Shareholder to Macromedia Acquirer herewith, or as listed disclosed in ITEM 2.12Item 3.11, ITEM 2.15.3 Item 3.14.3 or ITEM 2.15.6 Item 3.14.6 as required by Section 2.123.11, Section 2.15.3 3.14.3 or Section 2.15.63.14.6, as the case may be, ESI on the date of this Agreement the Company is not a party or subject to any oral or written executory agreementcontract or, obligation or commitment to the extent expressly enumerated in paragraphs below, commitment, that is material to ESIthe Company, its financial condition or condition, business or which is described below and is not terminable within 60 days without cost or penalty to ESIprospects, including but not limited to the following: (a) Any contract, commitment, letter agreement, quotation agreement or purchase order providing for payments by or to ESI the Company in an aggregate amount of (i) $25,000 10,000 or more in the ordinary course of business Ordinary Course or (ii) $10,000 5,000 or more not in the ordinary course of businessOrdinary Course; (b) Any license agreement under which ESI the Company is licensor (except for any nonexclusive software license granted by ESI the Company to end-user customers where in the form of the license, excluding standard immaterial deviations, has been provided or made available to Macromedia's counselOrdinary Course); or under which ESI the Company is licensee (except for standard "shrink wrap" licenses for off-the-shelf software productsproducts with a license fee or purchase price of under $5,000 per copy or seat); (c) Any material agreement by ESI the Company to encumber, transfer or sell rights in or with respect to any ESI material item of the Company Intellectual Property (as defined in Section 2.12 3.11 hereof), excluding non-exclusive software licenses; (d) Any agreement for the sale or lease of real or tangible personal property involving more than $25,000 10,000 per year; (e) Any dealer, distributor, sales representative, original equipment manufacturer, value value-added remarketer or other agreement for the distribution of ESIthe Company's products; (f) Any franchise agreement or financing statementagreement; (g) Any stock redemption or agreement obligating the Company to purchase agreementits capital stock; (h) Any joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons or the payment of royalties to any other person, excluding non-exclusive software licenses; (i) Any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee or otherwise, except for trade indebtedness or any advance to any employee of ESI the Company incurred or made in the ordinary course of businessOrdinary Course, and except as disclosed in the ESI Company Financial Statements; (j) Any contract containing covenants purporting to limit ESIthe Company's freedom to compete in any line of business business, market or industry and/or in any geographic area; or (k) Any contract or commitment for the employment of any officer, employee or consultant of ESI the Company or any other type of contract or understanding commitment with any officer, employee or consultant of ESI the Company that is not immediately terminable by ESI the Company without cost or other liability. All Except as noted in Item 3.4, all agreements, obligations and commitments listed disclosed in ITEM 2.11Item 3.10, ITEM 2.12Item 3.11, ITEM 2.15.3 Item 3.14.3 or ITEM 2.15.6 Item 3.14.6 as required by Section 2.113.10, Section 2.123.11, Section 2.15.3 3.14.3 or Section 2.15.63.14.6, as the case may be, are valid and in full force and effect, and except as expressly noted, where the failure to be such would not have a true and complete copy of each has been delivered or made available to MacromediaMaterial Adverse Effect on the Company. Except as noted on ITEM 2.11Item 3.10, neither ESI nor, the Company nor to the Shareholder's knowledge of ESI, any other party is in breach of or default under any material term of any such agreement, obligation or commitmentcommitment nor has such other party threatened such a breach or default. ESI has no The Company is not a party to any contract or arrangement that Shareholder believes will have a Material Adverse Effect on the Company. The Company does not have liability for renegotiation of government contracts or subcontracts which are material that can reasonably be expected to ESI, its financial condition or businesshave a Material Adverse Effect on the Company.

Agreements and Commitments. Except As of the date hereof, except as set forth disclosed in ITEM 2.11 Item 3.10 delivered by ESI Shareholders to Macromedia Acquirer herewith, or as listed disclosed in ITEM 2.12Item 3.11, ITEM 2.15.3 Item 3.14.3 or ITEM 2.15.6 Item 3.14.6 as required by Section 2.123.11, Section 2.15.3 3.14.3 or Section 2.15.63.14.6, as the case may be, ESI on the date of this Agreement the Company is not a party or subject to any oral or written executory agreementcontract or, obligation or commitment to the extent expressly enumerated in paragraphs below, commitment, that is material to ESIthe Company, its financial condition or condition, business or which is described below and is not terminable within 60 days without cost or penalty to ESIprospects, including but not limited to the following: (a) Any contract, commitment, letter agreement, quotation agreement or purchase order providing for payments by or to ESI the Company in an aggregate amount of (i) $25,000 10,000 or more in the ordinary course of business consistent with past practice ("Ordinary Course") or (ii) $10,000 5,000 or more not in the ordinary course of businessOrdinary Course; (b) Any license agreement under which ESI the Company is licensor (except for any nonexclusive software license granted by ESI the Company to end-user customers where in the form of the license, excluding standard immaterial deviations, has been provided or made available to Macromedia's counselOrdinary Course); or under which ESI the Company is licensee (except for standard "shrink wrap" licenses for off-the-shelf software productsproducts with a license fee or purchase price of under $5,000 per copy or seat); (c) Any material agreement by ESI the Company to encumber, transfer or sell rights in or with respect to any ESI material item of the Company Intellectual Property (as defined in Section 2.12 3.11 hereof), excluding non-exclusive software licenses; (d) Any agreement for the sale or lease of real or tangible personal property involving more than $25,000 10,000 per year; (e) Any dealer, distributor, sales representative, original equipment manufacturer, value value-added remarketer or other agreement for the distribution of ESIthe Company's products; (f) Any franchise agreement or financing statementagreement; (g) Any stock redemption or agreement obligating the Company to purchase agreementits capital stock; (h) Any joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons or the payment of royalties to any other person, excluding non-exclusive software licenses; (i) Any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee or otherwise, except for trade indebtedness or any advance to any employee of ESI the Company incurred or made in the ordinary course of business, and except as disclosed in the ESI Financial StatementsOrdinary Course; (j) Any contract containing covenants purporting to limit ESIthe Company's freedom to compete in any line of business business, market or industry and/or in any geographic area; or (k) Any contract or commitment for the employment of any officer, employee or consultant of ESI the Company or any other type of contract or understanding commitment with any officer, employee or consultant of ESI the Company that is not immediately terminable by ESI the Company without cost or other liability. All Except as noted in Item 3.4, all agreements, obligations and commitments listed disclosed in ITEM 2.11Item 3.10, ITEM 2.12Item 3.11, ITEM 2.15.3 Item 3.14.3 or ITEM 2.15.6 Item 3.14.6 as required by Section 2.113.10, Section 2.123.11, Section 2.15.3 3.14.3 or Section 2.15.63.14.6, as the case may be, are valid and in full force and effect, and except as expressly noted, where the failure to be such would not have a true and complete copy of each has been delivered or made available to MacromediaMaterial Adverse Effect on the Company. Except as noted on ITEM 2.11Item 3.10, neither ESI nor, the Company nor to the Shareholders' knowledge of ESI, any other party is in breach of or default under any material term of any such agreement, obligation or commitmentcommitment nor has such other party threatened such a breach or default. ESI has no The Company is not a party to any contract or arrangement that Shareholders believe will have a Material Adverse Effect on the Company. The Company does not have liability for renegotiation of government contracts or subcontracts which are material that can reasonably be expected to ESI, its financial condition or businesshave a Material Adverse Effect on the Company.

Agreements and Commitments. Except as set forth in ITEM 2.11 delivered by ESI to Macromedia herewith, or as listed in ITEM 2.12, ITEM 2.15.3 or ITEM 2.15.6 as required by Section 2.12, Section 2.15.3 or Section 2.15.6, as As of the case may be, ESI date of this Agreement the Company is not a party or subject to any oral or written executory agreementcontract or, obligation or commitment to the extent expressly enumerated in paragraphs below, commitment, that is material to ESIthe Company, its financial condition or condition, business or which is described below and is not terminable within 60 days without cost or penalty to ESIprospects, including but not limited to the following: (a) Any contract, commitment, letter agreement, quotation agreement or purchase order providing for payments by or to ESI the Company in an aggregate amount of (i) $25,000 10,000 or more in the ordinary course of business Ordinary Course or (ii) $10,000 5,000 or more not in the ordinary course of businessOrdinary Course; (b) Any license agreement under which ESI the Company is licensor (except for any nonexclusive software license granted by ESI the Company to end-user customers where in the form of the license, excluding standard immaterial deviations, has been provided or made available to Macromedia's counselOrdinary Course); or under which ESI the Company is licensee (except for standard "shrink wrap" licenses for off-the-shelf software productsproducts with a license fee or purchase price of under $5,000 per copy or seat); (c) Any material agreement by ESI the Company to encumber, transfer or sell rights in or with respect to any ESI material item of the Company Intellectual Property (as defined in Section 2.12 3.11 hereof), excluding non-exclusive software licenses; (d) Any agreement for the sale or lease of real or tangible personal property involving more than $25,000 10,000 per year; (e) Any dealer, distributor, sales representative, original equipment manufacturer, value value-added remarketer or other agreement for the distribution of ESIthe Company's products; (f) Any franchise agreement or financing statementagreement; (g) Any stock redemption or agreement obligating the Company to purchase agreementits capital stock; (h) Any joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons or the payment of royalties to any other person, excluding non-exclusive software licenses; (i) Any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee or otherwise, except for trade indebtedness or any advance to any employee of ESI the Company incurred or made in the ordinary course of businessOrdinary Course, and except as disclosed in the ESI Company Financial Statements; (j) Any contract containing covenants purporting to limit ESIthe Company's freedom to compete in any line of business business, market or industry and/or in any geographic area; or (k) Any contract or commitment for the employment of any officer, employee or consultant of ESI the Company or any other type of contract or understanding commitment with any officer, employee or consultant of ESI the Company that is not immediately terminable by ESI the Company without cost or other liability. All agreements, obligations and commitments listed disclosed in ITEM 2.11Item 3.10, ITEM 2.12Item 3.11, ITEM 2.15.3 Item 3.14.3 or ITEM 2.15.6 Item 3.14.6 as required by Section 2.113.10, Section 2.123.11, Section 2.15.3 3.14.3 or Section 2.15.63.14.6, as the case may be, are valid and in full force and effect, and except as expressly noted, where the failure to be such would not have a true and complete copy of each has been delivered or made available Material Adverse Effect on the Company. Neither the Company nor to Macromedia. Except as noted on ITEM 2.11, neither ESI nor, to the Shareholder's knowledge of ESI, any other party is in breach of or default under any material term of any such agreement, obligation or commitmentcommitment nor has such other party threatened such a breach or default. ESI has no The Company is not a party to any contract or arrangement that Shareholder believes will have a Material Adverse Effect on the Company. The Company does not have liability for renegotiation of government contracts or subcontracts which are material that can reasonably be expected to ESI, its financial condition or businesshave a Material Adverse Effect on the Company.

Agreements and Commitments. Except As of the date hereof, except as set forth -------------------------- disclosed in ITEM Item 2.11 delivered by ESI Target to Macromedia Acquirer herewith, or as listed disclosed --------- in ITEM Item 2.12, ITEM Item 2.15.3 or ITEM Item 2.15.6 as required by Section 2.12, Section --------- ----------- ----------- 2.15.3 or Section 2.15.6, as the case may be, ESI on the date of this Agreement Target is not a party or subject to any oral or written executory agreementcontract or, obligation or commitment to the extent expressly enumerated in paragraphs below, commitment, that is material to ESITarget, its financial condition or condition, business or which is described below and is not terminable within 60 days without cost or penalty to ESIprospects, including but not limited to the following: (a) Any contract, commitment, letter agreement, quotation agreement or purchase order providing for payments by or to ESI Target in an aggregate amount of (i) $25,000 50,000 or more in the ordinary course of business Ordinary Course or (ii) $10,000 20,000 or more not in the ordinary course of businessOrdinary Course; (b) Any license agreement under which ESI Target is licensor (except for any nonexclusive software license granted by ESI Target to end-user customers where in the form of the license, excluding standard immaterial deviations, has been provided or made available to Macromedia's counselOrdinary Course); or under which ESI Target is licensee (except for standard "shrink wrap" licenses for off-the-shelf software productsproducts with a license fee or purchase price of under $5,000 per copy or seat); (c) Any material agreement by ESI Target to encumber, transfer or sell rights in or with respect to any ESI material item of Target Intellectual Property (as defined in Section 2.12 hereof), excluding non-exclusive software licenses; (d) Any agreement for the sale or lease of real or tangible personal property involving more than $25,000 per year; (e) Any dealer, distributor, sales representative, original equipment manufacturer, value value-added remarketer or other agreement for the distribution of ESITarget's products; (f) Any franchise agreement or financing statementagreement; (g) Any stock redemption or agreement obligating Target to purchase agreementits capital stock; (h) Any joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons or the payment of royalties to any other person, excluding non-exclusive software licenses; (i) Any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee or otherwise, except for trade indebtedness or any advance to any employee of ESI Target incurred or made in the ordinary course of businessOrdinary Course, and except as disclosed in the ESI Target Financial Statements; (j) Any contract containing covenants purporting to limit ESITarget's freedom to compete in any line of business business, market or industry and/or in any geographic area; or (k) Any contract or commitment for the employment of any officer, employee or consultant of ESI Target or any other type of contract or understanding commitment with any officer, employee or consultant of ESI Target that is not immediately terminable by ESI Target without cost or other liability. All Except as noted in Item 2.5, all agreements, obligations and -------- commitments listed disclosed in ITEM Item 2.11, ITEM Item 2.12, ITEM Item 2.15.3 or ITEM Item 2.15.6 as --------- --------- ----------- ----------- required by Section 2.11, Section 2.12, Section 2.15.3 or Section 2.15.6, as the case may be, are valid and in full force and effect, and except as expressly noted, where the failure to be such would not have a true and complete copy of each has been delivered or made available to MacromediaMaterial Adverse Effect on Target. Except as noted on ITEM Item 2.11, neither ESI nor, Target nor to the Target's knowledge of ESI, any other party is in breach --------- of or default under any material term of any such agreement, obligation or commitmentcommitment nor has such other party threatened such a breach or default. ESI has no Target is not a party to any contract or arrangement that it believes will have a Material Adverse Effect on Target. Target does not have liability for renegotiation of government contracts or subcontracts which are material can reasonably be expected to ESI, its financial condition or businesshave a Material Adverse Effect on Target.