Common use of Agreements and Commitments Clause in Contracts

Agreements and Commitments. 2.10.1 Except as set forth in Schedule 2.10.1 attached hereto, in connection with the Business, neither Parent nor any Seller Company is a party to any written or oral: (a) pension, profit sharing, Option, employee ownership purchase, stock appreciation right, phantom stock option or other plan providing for deferred or other compensation to employees of Seller Companies or any other employee benefit plan (other than as set forth in Schedule 2.22 attached hereto), or any Contract with any labor union or labor group; (b) Contract relating to loans to officers, directors, managers, Parent or any Affiliates thereof; (c) Contract relating to the borrowing of money or the mortgaging, pledging or otherwise placing a Lien on any Acquired Asset; (d) Guarantee that will be an Assumed Obligation; (e) Contract that will be an Acquired Asset under which Parent or any Seller Company has advanced or loaned or agreed to advance or loan, any Person amounts in the aggregate exceeding $10,000; (f) Contract pursuant to which Parent or any Seller Company is (and Purchaser will become) lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by Parent or Seller Companies; (g) Contract pursuant to which any Parent or any Seller Company is (and Purchaser will become) lessee of any property, real or personal, owned or controlled by another Person; (h) warranty Contract with respect to its services rendered or its products sold or leased; (i) Contract or non-competition provision in any Contract prohibiting it from freely engaging in any business or competing anywhere in the world; (j) Contract for the purchase, acquisition or supply of inventory and other property and assets, whether for resale or otherwise in excess of $10,000; (k) Contracts with independent agents, brokers, dealers or distributors which provide for annual payments in excess of $10,000; (l) employment, consulting, sales, commissions, advertising or marketing Contracts; (m) Contract with Physicians; (n) Contracts providing for “take or pay” or similar unconditional purchase or payment obligations; (o) Contracts with Persons with which, directly or indirectly, an Affiliate or Parent also has a Contract; (p) Contract that requires the consent of any Person, or contains any provision that would result in a modification of any rights or obligation of any Person thereunder upon a change in control of any Seller Company or the sale of the Acquired Assets by Seller Companies or that would provide any Person any remedy (including rescission or liquidated damages), in connection with the execution, delivery or performance of this Agreement and the agreements, documents and the consummation of the transactions contemplated hereby and thereby; (q) nondisclosure or confidentiality Contracts; (r) power of attorney or other similar Contract or grant of agency; (s) third party payor Contract or other Contract from which any Seller Company is reimbursed or otherwise paid for the provision of healthcare services; or (t) Any other Contract that is material to any Seller Company’s operations or business prospects or involves consideration in excess of $25,000 annually, excluding any purchase orders in the ordinary course of business. 2.10.2 Parent and each Seller Company has performed in all material respects all obligations required to be performed by it and is not in default in any respect under or in breach of nor in receipt of any Claim of default or breach under any material Contract that is an Acquired Asset or to which Parent or such Seller Company is subject (including without limitation all performance bonds, warranty obligations or otherwise); no event has occurred that with the passage of time or the giving of notice or both would result in a default, breach or event of non-compliance under any material Contract that is an Acquired Asset to which Parent or any Seller Company is subject (including without limitation all performance bonds, warranty obligations or otherwise); neither Parent nor any Seller Company has any present expectation or intention of fully performing all such obligations; neither Parent nor any Seller Company has any knowledge of any breach or anticipated breach by the other Persons to any such Contract to which it is a party. 2.10.3 Parent and Seller Companies have delivered to Purchaser true and complete copies of all the Contracts and documents listed in the schedules to this Agreement.

Agreements and Commitments. 2.10.1 Except Schedule 3.13 is a true, complete and correct list of all Contracts (including any Assumed Contracts) as of the Effective Date conforming to the descriptions set forth in Schedule 2.10.1 attached heretothis Section 3.13 (collectively, in connection with the Business“Material Contracts”), neither Parent nor any Seller Company is a party copies of each of which have been delivered or made available to any written or oralBuyer: (a) pensionany open Contract involving payments or anticipated or scheduled payments by or to any Seller in excess of $25,000, profit sharing, Option, employee ownership purchase, stock appreciation right, phantom stock option whether or other plan providing for deferred or other compensation to employees not made in the Ordinary Course of Seller Companies or any other employee benefit plan (other than as set forth in Schedule 2.22 attached hereto), or any Contract with any labor union or labor groupBusiness; (b) except for Inventory in the Ordinary Course of Business, any option or other Contract relating to loans the sale, purchase, lease, sublease, assignment, acquisition or disposal by any Seller of any assets, property, rights, business operations or Equity to officers, directors, managers, Parent or of any Affiliates thereofPerson; (c) any bond, indenture, note, loan or credit agreement or other Contract relating to the borrowing of money or to the mortgagingdirect or indirect guarantee or assumption of the Liabilities of any other Person for borrowed money or other indebtedness that in any manner (i) results in or could, pledging assuming a breach thereof, result in any Seller incurring any indebtedness or otherwise placing Encumbrance other than a Lien Permitted Encumbrance or (ii) creates or could, assuming a breach thereof, create an Encumbrance other than a Permitted Encumbrance on any Acquired Assetof the Assets; (d) Guarantee that will be an Assumed Obligationany Contract or agreement materially limiting or restricting the operation of the Business, the conduct of any line of business of any Seller, any Seller’s use of any of the Assets (other than customary restrictions on use set forth in software licenses, leases, equipment leases, and other agreements) or any Seller’s or, to the Knowledge of Sellers, any employee of any Seller’s ability to contract or compete with any Person; (e) Contract that will be an Acquired Asset under which Parent any lease, license, conditional sale agreement or any Seller Company has advanced other Contract relating to the ownership of, leasing of, title to, or loaned any leasehold or agreed to advance or loan, other interest in any Person amounts in of the aggregate exceeding $10,000Assets; (f) any joint venture, partnership, or other Contract pursuant to which Parent (however named) involving a sharing of profits, losses, costs or liability by any Seller Company is (and Purchaser will become) lessor of or permits with any third party to hold or operate any property, real or personal, owned or controlled by Parent or Seller Companiesother Person; (g) any Contract pursuant providing for payments to which or by any Parent Person based on sales, purchases, or any Seller Company is (and Purchaser will become) lessee of any propertyprofits, real other than direct payments for goods or personal, owned or controlled by another Personservices; (h) warranty any Contract with respect entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Seller to its services rendered or its products sold or leasedbe responsible for consequential damages; (i) Contract or non-competition provision in any Contract prohibiting it from freely engaging in any business for the license, use or competing anywhere in other disposition of the worldIntellectual Property; (j) any Contract for the purchase, acquisition or supply of inventory between any Seller and other property and assets, whether for resale or otherwise in excess of $10,000any Related Party; (k) Contracts with independent agents, brokers, dealers or distributors which provide for annual payments in excess any Contract imposing confidentiality obligations on any Seller entered into outside of $10,000the Ordinary Course of Business (other than the Confidentiality Agreement); (l) employment, consulting, sales, commissions, advertising or marketing Contracts;any Contract with respect to any Employee Benefit Plan; and (m) Contract with Physicians; any amendment, supplement, or modification (nwhether oral or written) Contracts providing for “take or pay” or similar unconditional purchase or payment obligations; (o) Contracts with Persons with which, directly or indirectly, an Affiliate or Parent also has a Contract; (p) Contract that requires the consent in respect of any Person, or contains any provision that would result in a modification of any rights or obligation of any Person thereunder upon a change in control of any Seller Company or the sale of the Acquired Assets by Seller Companies or that would provide any Person any remedy (including rescission or liquidated damages), in connection with the execution, delivery or performance of this Agreement and the agreements, documents and the consummation of the transactions contemplated hereby and thereby; (q) nondisclosure or confidentiality Contracts; (r) power of attorney or other similar Contract or grant of agency; (s) third party payor Contract or other Contract from which any Seller Company is reimbursed or otherwise paid for the provision of healthcare services; or (t) Any other Contract that is material to any Seller Company’s operations or business prospects or involves consideration in excess of $25,000 annually, excluding any purchase orders in the ordinary course of businessforegoing. 2.10.2 Parent and each Seller Company has performed in all material respects all obligations required to be performed by it and is not in default in any respect under or in breach of nor in receipt of any Claim of default or breach under any material Contract that is an Acquired Asset or to which Parent or such Seller Company is subject (including without limitation all performance bonds, warranty obligations or otherwise); no event has occurred that with the passage of time or the giving of notice or both would result in a default, breach or event of non-compliance under any material Contract that is an Acquired Asset to which Parent or any Seller Company is subject (including without limitation all performance bonds, warranty obligations or otherwise); neither Parent nor any Seller Company has any present expectation or intention of fully performing all such obligations; neither Parent nor any Seller Company has any knowledge of any breach or anticipated breach by the other Persons to any such Contract to which it is a party. 2.10.3 Parent and Seller Companies have delivered to Purchaser true and complete copies of all the Contracts and documents listed in the schedules to this Agreement.

Agreements and Commitments. 2.10.1 Except as set forth in Schedule 2.10.1 attached heretoSCHEDULE 2.11, or as listed in connection with the BusinessSCHEDULE 2.12, neither Parent nor any Seller Company SCHEDULE 2.15(c) or SCHEDULE 2.15(f) as required by Section 2.12, Section 2.15(c) or Section 2.15(f), respectively, Genisys is not a party or subject to any oral or written agreement, obligation or oralcommitment that is material to Genisys, its financial condition, business or prospects or which is described below: (a) pensionAny contract, profit sharingcommitment, Optionletter agreement, employee ownership purchase, stock appreciation right, phantom stock option quotation or other plan purchase order providing for deferred payments by or other compensation to employees Genisys in an aggregate amount of Seller Companies or any other employee benefit plan (other than as set forth in Schedule 2.22 attached hereto), or any Contract with any labor union or labor group; (b) Contract relating to loans to officers, directors, managers, Parent or any Affiliates thereof; (c) Contract relating to the borrowing of money or the mortgaging, pledging or otherwise placing a Lien on any Acquired Asset; (d) Guarantee that will be an Assumed Obligation; (e) Contract that will be an Acquired Asset under which Parent or any Seller Company has advanced or loaned or agreed to advance or loan, any Person amounts in the aggregate exceeding $10,000; (f) Contract pursuant to which Parent or any Seller Company is (and Purchaser will become) lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by Parent or Seller Companies; (g) Contract pursuant to which any Parent or any Seller Company is (and Purchaser will become) lessee of any property, real or personal, owned or controlled by another Person; (h) warranty Contract with respect to its services rendered or its products sold or leased; (i) Contract $10,000 or non-competition provision more in any Contract prohibiting it from freely engaging in any the ordinary course of business or competing anywhere in the world; (jii) Contract for the purchase, acquisition $10,000 or supply of inventory and other property and assets, whether for resale or otherwise in excess of $10,000; (k) Contracts with independent agents, brokers, dealers or distributors which provide for annual payments in excess of $10,000; (l) employment, consulting, sales, commissions, advertising or marketing Contracts; (m) Contract with Physicians; (n) Contracts providing for “take or pay” or similar unconditional purchase or payment obligations; (o) Contracts with Persons with which, directly or indirectly, an Affiliate or Parent also has a Contract; (p) Contract that requires the consent of any Person, or contains any provision that would result in a modification of any rights or obligation of any Person thereunder upon a change in control of any Seller Company or the sale of the Acquired Assets by Seller Companies or that would provide any Person any remedy (including rescission or liquidated damages), in connection with the execution, delivery or performance of this Agreement and the agreements, documents and the consummation of the transactions contemplated hereby and thereby; (q) nondisclosure or confidentiality Contracts; (r) power of attorney or other similar Contract or grant of agency; (s) third party payor Contract or other Contract from which any Seller Company is reimbursed or otherwise paid for the provision of healthcare services; or (t) Any other Contract that is material to any Seller Company’s operations or business prospects or involves consideration in excess of $25,000 annually, excluding any purchase orders more not in the ordinary course of business.; 2.10.2 Parent (b) Any license agreement as licensor (except for any nonexclusive software license granted by Genisys to end-user customers where the form of the license, excluding standard immaterial deviations, has been provided to ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇); (c) Any agreement by Genisys to encumber, transfer or sell rights in or with respect to any Genisys Intellectual Property (as defined in Section 2.12); (d) Any agreement for the sale or lease of real or personal property involving more than $10,000 per year; (e) Any dealer, distributor, sales representative, original equipment manufacturer, value added remarketer or other agreement for the distribution of Genisys' 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; (i) Any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligations, conditional sale, guarantee or otherwise, except for trade indebtedness or any advance to any employee of Genisys incurred or made in the ordinary course of business, and each Seller Company has performed except as disclosed in Genisys Financial Statements; or (j) Any contract containing covenants purporting to limit Genisys' freedom to compete in any line of business in any geographic area. All agreements, obligations and commitments listed in SCHEDULE 2.11, SCHEDULE 2.12, SCHEDULE 2.15(c), or SCHEDULE 2.15(f) as required by Section 2.11, Section 2.12, Section 2.15(c) or Section 2.15(f), as the case may be, are valid and in full force and effect in all material respects all obligations required respects, and except as expressly noted in writing, a true and complete copy of each has been delivered or been made available to be performed by it and ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ or its counsel. Except as noted on SCHEDULE 2.11 neither Genisys nor, to the knowledge of Genisys or the Genisys Shareholders, any other party is not in default in any respect under or in breach of nor in receipt of any Claim of or default or breach under any material Contract that is an Acquired Asset or to which Parent or such Seller Company is subject (including without limitation all performance bonds, warranty obligations or otherwise); no event has occurred that with the passage of time or the giving of notice or both would result in a default, breach or event of non-compliance under any material Contract that is an Acquired Asset to which Parent or any Seller Company is subject (including without limitation all performance bonds, warranty obligations or otherwise); neither Parent nor any Seller Company has any present expectation or intention of fully performing all such obligations; neither Parent nor any Seller Company has any knowledge terms of any breach such agreement, obligation or anticipated breach by the other Persons commitment. Genisys is not a party to any such Contract to which contract or arrangement that it is reasonably expects will have a partymaterial adverse effect on its business or prospects. 2.10.3 Parent and Seller Companies have delivered to Purchaser true and complete copies of all the Contracts and documents listed in the schedules to this Agreement.