Common use of Assigned Contracts Clause in Contracts

Assigned Contracts. 4.14.1 Exhibit A identifies each Assigned Contract. Seller has delivered to Buyer accurate and complete copies of all Contracts identified in Exhibit A, including all amendments thereto. Each Assigned Contract is valid and binding against Seller and, to Seller’s knowledge, each other party thereto. 4.14.2 Except as set forth in Section 4.14 of the Seller Disclosure Schedule: (i) to Seller’s knowledge no party has violated or breached, or declared or committed any default under, any Assigned Contract; (ii) to Seller’s knowledge no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result in a violation or breach of any of the provisions of any Assigned Contract, (B) give any party the right to declare a default or exercise any remedy under any Assigned Contract, (C) give any party the right to accelerate the maturity or performance of any Assigned Contract, or (D) give any party the right to cancel, terminate or modify any Assigned Contract; (iii) Seller has not received any notice or other communication (in writing or otherwise) regarding any actual, alleged, possible or potential violation or breach of, or default under, any Assigned Contract; and (iv) Seller has not waived any right under any Assigned Contract. 4.14.3 No party is renegotiating, or has the right to renegotiate, any amount paid or payable to Seller under any Assigned Contract or any other term or provision of any Assigned Contract. 4.14.4 Except as set forth in Section 4.14 of the Seller Disclosure Schedule, Seller has no knowledge of any basis upon which any party to any Assigned Contract may object to (i) the assignment to Buyer of any right under such Assigned Contract, or (ii) the delegation to or performance by Buyer of any obligation under such Assigned Contract.

Assigned Contracts. 4.14.1 4.16.1 Exhibit A B identifies and provides an accurate and complete description of each Assigned Contract. The Seller has delivered to the Buyer accurate and complete copies of all Contracts identified in Exhibit AB, including all amendments thereto. Each Assigned Contract is valid and binding against Seller and, to Seller’s knowledge, each other party theretoin full force and effect. 4.14.2 4.16.2 Except as set forth in Section 4.14 4.16 of the Seller Seller’s Disclosure Schedule: (i) to Seller’s knowledge no party has violated or breached, or declared or committed any default under, any Assigned Contract; (ii) to Seller’s knowledge no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result in a violation or breach of any of the provisions of any Assigned Contract, (B) give any party the right to declare a default or exercise any remedy under any Assigned Contract, (C) give any party the right to accelerate the maturity or performance of any Assigned Contract, or (D) give any party the right to cancel, terminate or modify any Assigned Contract; (iii) the Seller has not received any notice or other communication (in writing or otherwise) regarding any actual, alleged, possible or potential violation or breach of, or default under, any Assigned Business Contract; and (iv) the Seller has not waived any right under any Assigned Business Contract. 4.14.3 4.16.3 Except as set forth in Section 4.16 of the Seller’s Disclosure Schedule, the Seller has never guaranteed or otherwise agreed to cause, insure or become liable for, and the Seller has never pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other party. 4.16.4 No party is renegotiating, or has the right to renegotiate, renegotiating any amount paid or payable to the Seller under any Assigned Contract or any other term or provision of any Assigned Contract; provided, however, Buyer understands the rights of the parties under Assigned Contracts are subject to the provisions of such contracts. 4.14.4 Except as set forth in Section 4.14 of the Seller Disclosure Schedule, 4.16.5 The Seller has no knowledge of any basis upon which any party to any Assigned Contract may object to (i) the assignment to the Buyer of any right under such Assigned Contract, or (ii) the delegation to or performance by the Buyer of any obligation under such Assigned Contract, except as specified with the terms of any such contract.

Assigned Contracts. 4.14.1 Exhibit A identifies each Assigned Contract. Seller has delivered to Buyer Complete and accurate and complete copies of all Assigned Contracts identified in Exhibit A, including all amendments thereto. have been provided to Buyer. 4.11.1 Each Assigned Contract is legal, valid and binding against in full force and effect, enforceable in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally and by the availability of equitable remedies. To Seller's Knowledge, no other party to any Assigned Contract has taken the position that any provision of such contract is unenforceable. 4.11.2 Seller not breached any Assigned Contract, and, to Seller’s knowledge's Knowledge, each no other party thereto. 4.14.2 Except as set forth in Section 4.14 of the Seller Disclosure Schedule: (i) to Seller’s knowledge no party Person has violated or breached, or declared or committed any default under, breached any Assigned Contract; (ii) to . 4.11.3 To Seller’s knowledge 's Knowledge, no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) will, or could reasonably be expected to, (A) result in a violation or breach of any of the provisions of any Assigned Contract, (B) give any party Person the right to declare a default or exercise any remedy under any Assigned Contract, (C) give any party Person the right to accelerate the maturity or performance of any Assigned Contract, or (D) give any party Person the right to cancel, terminate or modify any Assigned Contract; (iii) . 4.11.4 Seller has not received any notice or other communication (in writing or otherwise) regarding any actual, alleged, actual or possible breach of any Assigned Contract that has not been resolved. Seller has not received notice of termination or potential violation cancellation of or breach of, intent to cancel or default under, terminate any Assigned Contract; and (iv) . 4.11.5 Seller has not waived any right of its rights under any Assigned Contract. 4.14.3 4.11.6 No party Person is renegotiating, or has a right pursuant to the right terms of any Assigned Contract to renegotiate, renegotiate any amount paid or payable to Seller under any Assigned Contract or any other material term or provision of any Assigned Contract. 4.14.4 Except as set forth 4.11.7 Each Assigned Contract will continue to be enforceable, and in Section 4.14 full force and effect on identical terms immediately following the consummation of the Transactions, and the consummation of the transactions shall not (either alone or upon the occurrence of additional acts or events) result in any payment or payments becoming due from Seller Disclosure Schedule, Seller has no knowledge of any basis upon which any party to any Assigned Contract may object Person or give any Person the right to (i) terminate or alter the assignment to Buyer provisions of any right under such Assigned Contract, or (ii) . The consummation of the delegation transactions contemplated by this Agreement will not affect any of the Assigned Contracts in a manner that could reasonably be expected to or performance by Buyer of any obligation under such Assigned Contractbe materially adverse to Buyer.

Assigned Contracts. 4.14.1 4.15.1 Exhibit A B identifies and provides an accurate and ---------- complete description of each Assigned Contract. The Seller has delivered to the Buyer accurate and complete copies of all Contracts identified in Exhibit AB, --------- including all amendments thereto. Each Assigned Contract is valid and binding against Seller and, to Seller’s knowledge, each other party theretoin full force and effect. 4.14.2 4.15.2 Except as set forth in Section 4.14 4.15 of the Seller Seller's Disclosure Schedule: (i) to Seller’s knowledge no party has violated or breached, or declared or committed any default under, any Assigned Contract; (ii) to Seller’s knowledge no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result in a violation or breach of any of the provisions of any Assigned Contract, (B) give any party the right to declare a default or exercise any remedy under any Assigned Contract, (C) give any party the right to accelerate the maturity or performance of any Assigned Contract, or (D) give any party the right to cancel, terminate or modify any Assigned Contract; (iii) the Seller has not received any notice or other communication (in writing or otherwise) regarding any actual, alleged, possible or potential violation or breach of, or default under, any Assigned Business Contract; and (iv) the Seller has not waived any right under any Assigned Business Contract. 4.14.3 4.15.3 Except as set forth in Section 4.15 of the Seller's Disclosure Schedule, the Seller has never guaranteed or otherwise agreed to cause, insure or become liable for, and the Seller has never pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other party. 4.15.4 No party is renegotiating, or has the right to renegotiate, any amount paid or payable to the Seller under any Assigned Contract or any other term or provision of any Assigned Contract. 4.14.4 Except as set forth in Section 4.14 of the Seller Disclosure Schedule, 4.15.5 The Seller has no knowledge of any basis upon which any party to any Assigned Contract may object to (i) the assignment to the Buyer of any right under such Assigned Contract, or (ii) the delegation to or performance by the Buyer of any obligation under such Assigned Contract.

Assigned Contracts. 4.14.1 (a) Exhibit A identifies each Assigned Contract. The Seller has delivered to Buyer the Purchaser accurate and complete copies of all Contracts identified in Exhibit A, including all amendments thereto. Each Assigned Contract is valid and binding against Seller and, to Seller’s knowledge, each other party theretoin full force and effect. 4.14.2 (b) Except as set forth in Section 4.14 Schedule 3.13 of the Seller Seller’s Disclosure Schedule: (i) to Seller’s knowledge no party has violated or breached, or declared or committed any default under, any material provision of an Assigned Contract; (ii) to Seller’s knowledge no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result in a violation or breach of any of the material provisions of any Assigned Contract, (B) give any party the right to declare a default or exercise any remedy under any Assigned Contract, (C) give any party the right to accelerate the maturity or performance of any Assigned Contract, or (D) give any party the right to cancel, terminate or modify any Assigned Contract; (iii) the Seller has not received any notice or other communication (in writing or otherwise) regarding any actual, alleged, possible or potential violation or material breach of, or default under, any Assigned Contract; and (iv) the Seller has not waived any material right under any Assigned Contract. 4.14.3 (c) Except as set forth in Schedule 3.13 of the Seller’s Disclosure Schedule, the Seller has not guaranteed or otherwise agreed to cause, insure or become liable for, and the Seller has never pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other party. (d) No party is renegotiating, or has the right to renegotiate, any amount paid or payable to the Seller under any Assigned Contract or any other material term or provision of any Assigned Contract. 4.14.4 Except as set forth in Section 4.14 of the Seller Disclosure Schedule, (e) The Seller has no knowledge of any basis upon which any party to any Assigned Contract may object to (i) the assignment to Buyer the Purchaser of any right under such Assigned Contract, or (ii) the delegation to or performance by Buyer the Purchaser of any obligation under such Assigned Contract.

Assigned Contracts. 4.14.1 Exhibit (a) A identifies true and correct copy (and, if oral, an accurate written description) of each Assigned Contract, including any modifications, amendments, renewals or extensions thereof (other than purchase orders) that (v) is a Contract with any of the customers of the Business listed on SCHEDULE 5.8(f), (w) has a duration of twelve (12) months or more, (x) requires or could require any party thereto to pay $100,000 or more, (y) is between Seller or any Subsidiary thereof, on the one hand, and any Related Person, on the other hand, or (z) is material to the Business has been provided to Purchaser. Seller has delivered to Buyer accurate The Assigned Contracts represent all of the Contracts that are used primarily in the Business. (b) SCHEDULE 5.8(b) contains a true and complete copies correct list of all Contracts identified commitments for capital expenditures that have been approved or made by Seller or any Subsidiary thereof with respect to the Business prior to the date of this Agreement in Exhibit A, including all amendments thereto. Each Assigned Contract is valid excess of $100,000 and binding against Seller and, to Seller’s knowledge, each other party theretothat remain outstanding as of the date hereof. 4.14.2 (c) Except as set forth in Section 4.14 on SCHEDULE 5.8(c), each of the Seller Disclosure Schedule: (i) to Seller’s knowledge Assigned Contracts is in full force and effect and there exists no party has violated or breached, or declared or committed any default under, any Assigned Contract; (ii) to Seller’s knowledge no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result in a violation or breach of Default under any of the provisions Assigned Contracts by Seller or any Subsidiary thereof or, to the Knowledge of Seller, any other party to the Assigned Contracts or any event which, will or is reasonably likely to create a Default thereunder by Seller or any Subsidiary thereof or, to the Knowledge of Seller, any other party to the Assigned Contracts. Except as set forth on SCHEDULE 5.2, each Assigned Contract is fully assignable without the Consent of any Third Party. (d) Except as indicated on SCHEDULES 5.8(d) OR 5.13, there exists no actual or, to the Knowledge of Seller, any threatened dispute under, termination, cancellation, or limitation of, or any amendment, modification, or change to any Assigned Contract, including (Bi) give the business relationship with any party customer, distributor, or related group of customers or distributors listed on SCHEDULE 5.8(f) or such other customer, distributor or related group of customers or distributors whose purchases individually or in the right aggregate are Material to declare a default or exercise any remedy under any Assigned Contractthe operations and financial condition of the Business, (Cii) give any party the right to accelerate the maturity or performance requirements of any Assigned Contractcustomer or related group of customers listed on SCHEDULE 5.8(f) or such other customer or related group of customers of the Business whose purchases individually or in the aggregate are material to the operations and financial condition of the Business, or (D) give any party the right to cancel, terminate or modify any Assigned Contract; (iii) Seller has not received the business relationship with any notice or other communication (in writing or otherwise) regarding any actual, alleged, possible or potential violation or breach of, or default under, any Assigned Contract; and (iv) Seller has not waived any right under any Assigned Contract. 4.14.3 No party is renegotiating, or has the right to renegotiate, any amount paid or payable to Seller under any Assigned Contract supplier set forth on SCHEDULE 5.24 or any other term or provision of any Assigned Contractmaterial supplier to the Business. 4.14.4 Except as set (e) Neither Seller nor any Subsidiary thereof has granted any power of attorney affecting or with respect to the Business or the Acquired Assets that remains outstanding. (f) SCHEDULE 5.8(f) sets forth in Section 4.14 for the year ended December 31, 2002 and for the three (3) month period ended March 31, 2003 (a) the names and addresses of the Seller Disclosure Scheduletwenty (20) largest customers of the Business, as ranked by revenues from such customers and (b) the amount invoiced with respect to each of such customers during each such period, and except as disclosed on SCHEDULE 5.8(f), Seller has no knowledge Knowledge that any such customer has ceased, or will cease, to purchase merchandise or services from Seller or its Subsidiaries, or has substantially reduced or will substantially reduce the use of such merchandise or services following the Closing Date. (g) SCHEDULE 5.8(g) contains an accurate and complete list of all Contracts, transfers of assets or liabilities or other commitments or transactions, whether or not entered into in the Ordinary Course of Business, to or by which Seller or any basis upon which Subsidiary thereof, on the one hand, and any Affiliate thereof, on the other hand, are or have been a party or otherwise bound or affected, and that are currently pending or in effect and relate to or affect the Business. Except as disclosed in SCHEDULE 5.8(g), each Contract, transfer of assets or liabilities or other commitment or transaction set forth or required to be set forth in SCHEDULE 5.8(g) was on terms and conditions as favorable to Seller or its Subsidiary as would have been obtainable by it at the time in a comparable arm's-length transaction with a Third Party other than an Affiliate. Except as disclosed in SCHEDULE 5.8(g), no Related Person of Seller or any Assigned Contract may object to Subsidiary thereof owns, directly or indirectly, on an individual or joint basis, any interest in any Acquired Assets. Except as disclosed in SCHEDULE 5.8(g), neither Seller nor any Related Person owns, or has owned, of record or as a beneficial owner, an equity interest or any other financial or profit interest in any Person that has (i) had business dealings or a material financial interest in any transaction with Seller other than business dealings or transactions disclosed in SCHEDULE 5.8(g), each of which has been conducted in the assignment to Buyer Ordinary Course of any right under such Assigned Contract, Business at substantially prevailing market prices and on substantially prevailing market terms or (ii) engaged in a Competing Business in any market presently served by Seller or any Subsidiary thereof with respect to the delegation to or performance by Buyer Business, except for ownership of less than one percent (1%) of the outstanding capital stock of any obligation under such Assigned ContractCompeting Business that is publicly traded on any recognized exchange or in the over-the-counter market.

Assigned Contracts. 4.14.1 Exhibit A identifies (a) Schedule 5.6(a) contains a true and correct list of each of the Assigned ContractContracts. Seller has delivered to Buyer accurate and complete copies of all Contracts identified in Exhibit A, including all amendments thereto. Each Assigned Contract is valid and binding against Seller and, to Seller’s knowledge, each other party thereto. 4.14.2 Except as set forth in Section 4.14 Schedule 5.6(a), Seller has made available true, complete and correct copies (except as redacted as to pricing terms) of each of the written Assigned Contracts to Buyer and made available true, complete and correct (except as redacted as to pricing terms) summaries of the material terms of each of the oral Assigned Chain Contracts to Buyer. Each of the Assigned Contracts that Seller Disclosure Schedule: (i) has directly entered into was entered into by Seller in the ordinary course of business consistent with past practice for like customers. Each of the Assigned Contracts is in full force and effect as of the date hereof and there exists no material breach or violation of or material default under any of the Assigned Contracts by Seller or, to the Knowledge of Seller’s knowledge no , any other party has violated or breachedto the Assigned Contracts, or declared or committed any default underevent which, any Assigned Contract; (ii) to Seller’s knowledge no event has occurred, and no circumstance or condition exists, that might (with or without notice or the lapse of time) (A) result in a violation or breach of any of the provisions of any Assigned Contract, (B) give any party the right to declare a default or exercise any remedy under any Assigned Contract, (C) give any party the right to accelerate the maturity or performance of any Assigned Contract, or (D) give any party both, will create a material breach or violation thereof or material default thereunder by Seller or, to the right to cancel, terminate or modify any Assigned Contract; (iii) Seller has not received any notice or other communication (in writing or otherwise) regarding any actual, alleged, possible or potential violation or breach of, or default underKnowledge of Seller, any other party to such Assigned Contract; and (iv) Seller has not waived any right under any Assigned ContractContracts. 4.14.3 No party is renegotiating, or has the right to renegotiate, any amount paid or payable to Seller under any Assigned Contract or any other term or provision of any Assigned Contract. 4.14.4 (b) Except as set forth in Section 4.14 Schedule 5.6(b), there exists no actual or, to the Knowledge of Seller, any threatened, termination, cancellation or material amendment or modification to any Assigned Chain Contract. (c) Except as set forth in Schedule 5.6(c), since January 1, 2002, no other party to any of the Assigned Chain Contracts has terminated their contract, or reduced or, to the Knowledge of Seller, threatened to reduce the volume of transactions processed under any of the Assigned Chain Contracts. (d) Except as set forth in Schedule 5.6(d), neither the execution and delivery of this Agreement or any of the Seller Disclosure ScheduleAncillary Agreements by Seller, nor the consummation of the transactions contemplated hereunder and thereunder by Seller has no knowledge (excluding, for the avoidance of doubt, the performance by Seller under the Transition Services Agreement), will result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation, or a loss of rights under, or result in the creation or imposition of any basis upon which Encumbrance upon, any party to any of the Assigned Contract may object to (i) the assignment to Buyer of any right under such Assigned Contract, or (ii) the delegation to or performance by Buyer of any obligation under such Assigned ContractContracts.

Assigned Contracts. 4.14.1 4.15.1 Exhibit A B identifies and provides an accurate and complete description of each Assigned Contract. The Seller has delivered to the Buyer accurate and complete copies of all Contracts identified in Exhibit AB, including all amendments thereto. Each Assigned Contract is valid and binding against Seller and, to Seller’s knowledge, each other party theretoin full force and effect. 4.14.2 4.15.2 Except as set forth in Section 4.14 4.15 of the Seller Seller’s Disclosure Schedule: (i) to Seller’s knowledge no party has violated or breached, or declared or committed any default under, any Assigned Contract; (ii) to Seller’s knowledge no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result in a violation or breach of any of the provisions of any Assigned Contract, (B) give any party the right to declare a default or exercise any remedy under any Assigned Contract, (C) give any party the right to accelerate the maturity or performance of any Assigned Contract, or (D) give any party the right to cancel, terminate or modify any Assigned Contract; (iii) the Seller has not received any notice or other communication (in writing or otherwise) regarding any actual, alleged, possible or potential violation or breach of, or default under, any Assigned Business Contract; and (iv) the Seller has not waived any right under any Assigned Business Contract. 4.14.3 4.15.3 Except as set forth in Section 4.15 of the Seller’s Disclosure Schedule, the Seller has never guaranteed or otherwise agreed to cause, insure or become liable for, and the Seller has never pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other party. 4.15.4 No party is renegotiating, or has the right to renegotiate, any amount paid or payable to the Seller under any Assigned Contract or any other term or provision of any Assigned Contract. 4.14.4 Except as set forth in Section 4.14 of the Seller Disclosure Schedule, 4.15.5 The Seller has no knowledge of any basis upon which any party to any Assigned Contract may object to (i) the assignment to the Buyer of any right under such Assigned Contract, or (ii) the delegation to or performance by the Buyer of any obligation under such Assigned Contract.

Assigned Contracts. 4.14.1 Exhibit A identifies and provides an accurate and complete ---------- description of each Assigned Contract. The Seller has delivered to the Buyer accurate and complete copies of all Contracts identified in Exhibit A, including ---------- all amendments thereto. Each Assigned Contract is valid and binding against Seller and, to Seller’s knowledge, each other party theretoin full force and effect. 4.14.2 Except as set forth in Section 4.14 of the Seller Seller's Disclosure Schedule: (i) to Seller’s knowledge no party has violated or breached, or declared or committed any default under, any Assigned Contract; (ii) to Seller’s knowledge no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result in a violation or breach of any of the provisions of any Assigned Contract, (B) give any party the right to declare a default or exercise any remedy under any Assigned Contract, (C) give any party the right to accelerate the maturity or performance of any Assigned Contract, or (D) give any party the right to cancel, terminate or modify any Assigned Contract; (iii) the Seller has not received any notice or other communication (in writing or otherwise) regarding any actual, alleged, possible or potential violation or breach of, or default under, any Assigned Business Contract; and (iv) the Seller has not waived any right under any Assigned Business Contract. 4.14.3 Set forth on Section 4.14 of the Seller Disclosure Letter is a true, correct and complete list of all pre-paid accounts underlying the Assigned Contracts; 4.14.4 Except as set forth in Section 4.14 of the Seller's Disclosure Schedule, the Seller has never guaranteed or otherwise agreed to cause, insure or become liable for, and the Seller has never pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other party. 4.14.5 No party is renegotiating, or has the right to renegotiate, any amount paid or payable to the Seller under any Assigned Contract or any other term or provision of any Assigned Contract. 4.14.4 Except as set forth in Section 4.14 of the Seller Disclosure Schedule, 4.14.6 The Seller has no knowledge of any basis upon which any party to any Assigned Contract may object to (i) the assignment to the Buyer of any right under such Assigned Contract, or (ii) the delegation to or performance by the Buyer of any obligation under such Assigned Contract.

Assigned Contracts. 4.14.1 Exhibit A identifies each Assigned Contract. Seller has delivered to Buyer accurate and complete copies of all Contracts identified in Exhibit A, including all amendments thereto. Each Assigned Contract is valid and binding against Seller and, to Seller’s knowledge, each other party thereto. 4.14.2 Except as set forth in Section 4.14 2.6 to the Seller's Disclosure Schedule: (a) each Required Contract and Consent Contract that is assigned to the Buyer (such Required Contracts and Consent Contracts being collectively referred to herein of the Seller's as the "Assigned Contracts") is a valid and binding agreement of the Seller Disclosure Schedule: and, to the best knowledge, of each of the other parties thereto; (ib) the Seller has not failed to Seller’s knowledge no party has violated fulfill any of its material obligations required to be performed pursuant to the Assigned Contracts to the extent that any such failure, alone or breachedtogether with any other such failure, may have a material adverse effect on the Operations or declared the Buyer's ability to perform its obligations under the Services Agreement; (c) the Seller is not in breach of or committed any default under, under any Assigned Contract; (ii) to Seller’s knowledge Contract in any material respect, and no event has occurred, and no circumstance occurred which with the passage of time or condition exists, that might (with or without giving of notice or lapse of time) (A) both would constitute, in any material respect, a default, result in a violation loss of rights or breach result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto; (d) to the best of the provisions of Seller's knowledge, there is no existing material breach or default by any other party to any Assigned Contract, (B) give any party and no event has occurred which with the right to declare passage of time or giving of notice or both would constitute a material default by such other party, result in a material loss of rights or exercise any remedy under any Assigned Contract, (C) give any party result in the right to accelerate the maturity or performance creation of any Assigned Contractmaterial lien, charge or encumbrance thereunder or pursuant thereto; and (De) give any party the right to cancelcontinuation, terminate or modify any Assigned Contract; (iii) Seller has not received any notice or other communication (in writing or otherwise) regarding any actual, alleged, possible or potential violation or breach of, or default under, any Assigned Contract; validity and (iv) Seller has not waived any right under any Assigned Contract. 4.14.3 No party is renegotiating, or has the right to renegotiate, any amount paid or payable to Seller under any effectiveness of each Assigned Contract or any other term or provision will not be affected by the transfer from the Seller to the Buyer under this Agreement. The representations contained in this Section 2.6 regarding the Consent Contracts that are assigned to the Buyer are not made by the Seller at the time of any Assigned Contract. 4.14.4 Except execution and delivery of this Agreement but will be made as set forth in Section 4.14 of the Seller Disclosure Schedule, Seller has no knowledge of any basis upon which any party to any Assigned Contract may object to (i) the assignment to Buyer of any right under such Assigned Contract, or (ii) the delegation to or performance by Buyer of any obligation under such Assigned ContractClosing Date.

Assigned Contracts. 4.14.1 Exhibit A identifies each Set forth in Schedule 5.14 of the Disclosure Schedule is a complete list of the Assigned Contract. Seller has delivered to Buyer accurate and complete copies Contracts (excluding Proposals in amounts of all Contracts identified in Exhibit A$150,000 or less), including all material amendments and modifications thereto. Each Except for Proposals, and except as set forth in Schedule 5.14 of the Disclosure Schedule: (a) each such Assigned Contract is valid and binding against enforceable in accordance with its terms; (b) to the Knowledge of Seller, there are no threatened cancellations thereof nor outstanding disputes thereunder; (c) Seller andis not currently in default and no event has occurred (including the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby) which, with the giving of notice or the passage of time or both, would constitute a default by Seller under any such Assigned Contract; (d) to the Knowledge of Seller’s knowledge, each no other Party to any of the Assigned Contracts is in default and no event has occurred (including the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby) which, with the giving of notice or the passage of time or both, would constitute a default by any Party under any such Assigned Contract; (e) no consent of any third party is required under any of the Assigned Contracts for the consummation of the transactions contemplated hereby; (f) after the Closing, no Assigned Contract will be cancelable by the other party thereto.due to the consummation of the transactions contemplated hereby; and 4.14.2 (g) except as will be accrued for on the Final Closing Statement, in respect of each Assigned Contract which requires Seller to pay a percentage of royalties received by Seller therewith to the other party(s) to such Assigned Contract, all such amounts have been paid to such other party(s) in connection therewith and Seller has not received any royalties for which any amounts are due and outstanding to such other party(s). Except as set forth in Section 4.14 Schedule 5.14 of the Seller Disclosure Schedule: , Seller is not a party to any material contract, agreement or arrangement (ioral or written) which primarily relate to Seller’s knowledge no party has violated or breached, or declared or committed any default under, any the Business other than the Assigned Contract; (ii) to Seller’s knowledge no event has occurred, Contracts and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result in a violation or breach of any of the provisions of any Assigned Contract, (B) give any party the right to declare a default or exercise any remedy under any Assigned Contract, (C) give any party the right to accelerate the maturity or performance of any Assigned Contract, or (D) give any party the right to cancel, terminate or modify any Assigned Contract; (iii) Seller has not received any notice or other communication (in writing or otherwise) regarding any actual, alleged, possible or potential violation or breach of, or default under, any Assigned Contract; and (iv) Seller has not waived any right under any Assigned Contract. 4.14.3 No party is renegotiating, or has the right to renegotiate, any amount paid or payable to Seller under any Assigned Contract or any other term or provision of any Assigned Contract. 4.14.4 Excluded Assets. Except as set forth in Section 4.14 of the Seller Disclosure Scheduleon Schedule 5.14, Seller has no knowledge of any basis upon which any party made available to any Assigned Contract may object to Buyer (i) true and complete copies of the assignment to Buyer of any right under such Assigned ContractContracts, or as amended, and (ii) a written description of each oral arrangement listed in Schedule 5.14 of the delegation to or performance by Buyer of any obligation under such Assigned ContractDisclosure Schedule.

Assigned Contracts. 4.14.1 Exhibit A identifies each Assigned Contract. Seller has delivered to Buyer accurate and complete copies of all Contracts identified in Exhibit A, including all amendments thereto. Each Assigned Contract is valid and binding against Seller and, to Seller’s knowledge, each other party thereto. 4.14.2 (i) Except as set forth on Schedule 4(d)(i) with respect to contracts that have terminated, each Assigned Contract is valid, in Section 4.14 full force and effect, and is enforceable by the Sellers entering into such Assigned Contract in accordance with its terms and upon the consummation of the Seller Disclosure Schedule: transactions contemplated hereby, will continue to be legal, valid, binding, enforceable and in full force and effect on its terms. (iii) (A) The Sellers have not and, to Seller’s the knowledge of the Sellers, no party has violated or other Person has, violated, breached, or declared or committed any default under, under any Assigned Contract; (iiB) the Sellers have not created any circumstance or condition, and, to Seller’s knowledge the Knowledge of the Sellers, no event has occurred, and no circumstance or condition exists, that might would (with or without notice or lapse of time) (Aw) result in a violation or breach of any of the provisions of any Assigned Contract, (Bx) give any party Person the right to declare a default or exercise any remedy under any Assigned Contract, (Cy) give any party Person the right to accelerate the maturity or performance of any Assigned Contract, or (Dz) give any party Person the right to cancel, terminate or modify the terms of any Assigned Contract; (iiiC) Seller has except as set forth on Schedule 4(d)(ii), the Sellers have not received any notice or other communication (in writing or otherwise) regarding any actual, alleged, possible or potential violation or breach of, or default under, any Assigned Contract; and (ivD) Seller has except as set forth on Schedule 4(d)(ii), the Sellers have not waived any right of its rights under any Assigned Contract. 4.14.3 No . Except for the Assigned Contracts, there is no agreement, written or oral, between the Sellers and any other party is renegotiatingwith respect to the Acquired Titles. Except for the sublicenses identified on Schedule A-4, or has the right Sellers have not assigned and, to renegotiatethe Sellers' Knowledge, their respective assignees (including Affiliates of the Sellers) have not assigned, any amount paid of their rights (including by way of sublicense) or payable to Seller granted any rights under any the Assigned Contract or any other term or provision of any Assigned ContractContracts. 4.14.4 Except as set forth in Section 4.14 of the Seller Disclosure Schedule, Seller has no knowledge of any basis upon which any party to any Assigned Contract may object to (i) the assignment to Buyer of any right under such Assigned Contract, or (ii) the delegation to or performance by Buyer of any obligation under such Assigned Contract.

Assigned Contracts. 4.14.1 Exhibit A identifies Each Assigned Contract is legal, valid, binding, enforceable and in full force and effect against the applicable Seller and, to Sellers’ Knowledge, against each counterparty thereto, subject to the Enforceability Exceptions. No Seller or, to Sellers’ Knowledge, no counterparty to an Assigned Contract is in breach or default, in any material respect, under such Assigned Contract and to Sellers’ Knowledge, no event has occurred or circumstance exists which, with notice, lapse of time or both would constitute such a material breach or default, and during the last twelve months, no Seller Party has received any written or, to Seller’s Knowledge, other notice of any alleged default. No Party to an Assigned Contract has terminated, materially modified, accelerated or cancelled such Assigned Contract nor, to the Knowledge of the Sellers, does any counterparty to an Assigned Contract intend to do so. Buyer has been provided with a true, correct and complete copy of each Assigned Contract. Seller has delivered to Buyer accurate and complete copies of all Contracts identified in Exhibit A, including all amendments thereto. Each Assigned Contract is valid and binding against Seller and, to Seller’s knowledge, each other party thereto. 4.14.2 Except as set forth in Section 4.14 of the Seller Disclosure Schedule: for (i) to Seller’s knowledge no party has violated or breachedeach of the Contracts set forth on Schedule 2.7, or declared or committed any default under, any Assigned Contract; (ii) to Seller’s knowledge no event has occurredany Contracts of insurance, and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result in a violation or breach of any of the provisions of any Assigned Contract, (B) give any party the right to declare a default or exercise any remedy under any Assigned Contract, (C) give any party the right to accelerate the maturity or performance of any Assigned Contract, or (D) give any party the right to cancel, terminate or modify any Assigned Contract; (iii) Seller has not received intercompany arrangements in respect of or relating to the Purchased Assets, each of which will be terminated as of Closing with no further obligations or liabilities to any notice or other communication (in writing or otherwise) regarding any actualpart thereto, alleged, possible or potential violation or breach of, or default under, any Assigned Contract; and (iv) Seller has not waived any right under any Assigned Contract. 4.14.3 No party Contract that will have no effect on Buyer, the Purchased Assets or Buyer’s ownership of the Purchased Assets from and after the Closing Date, none of the Purchased Assets is renegotiatingsubject to, or has the right to renegotiatesubject of, any amount paid or payable to Seller under any Assigned Contract or agreement (whether written or oral), including any lease, other term or provision of any than the Assigned Contract. 4.14.4 Except as set forth in Section 4.14 Contracts. As of the Seller Disclosure Scheduledate hereof, Seller has no knowledge of any basis upon Sellers and their Affiliates have purchased Parts and Services (as defined in the GE MMP Contract) from GE pursuant to the GE MMP Contract in an aggregate amount equal to at least $12,500,000, which any party to any Assigned Contract may object to amount is credited in full against the Minimum Spend Amount (i) as defined in the assignment to Buyer of any right under such Assigned GE MMP Contract, or (ii) the delegation to or performance by Buyer of any obligation under such Assigned Contract.). 57073941 ACTIVE/131483433.18 #205642 v2

Assigned Contracts. 4.14.1 Exhibit A identifies each The Assigned Contracts are valid and in full force ------------------ and effect and constitute the legal, valid and binding obligations of Gibralter and of the other parties thereto, and are enforceable against Gibralter and the other parties thereto in accordance with their respective terms, and there are no existing violations or defaults by Gibralter or by any other party thereto and no event, act or omission has occurred which (with or without notice, lapse of time and/or the happening or occurrence of any other event) would result in a violation or default thereunder. No other party to any such Assigned Contract has asserted in writing, the right, and no basis exists for the assertion of any enforceable right, to renegotiate, cancel or terminate prior to the full term thereof, any of the terms or conditions of any such Assigned Contract, nor does Gibralter have any knowledge that any party to any such Assigned Contract intends to not renew any such Assigned Contract upon termination of its current term. Seller All of Gibralter's rights to and under the Assigned Contracts are fully and freely assignable by Gibralter to the Company (excepting, however, those Assigned Contracts set forth on SCHEDULE 1(D) attached hereto), and no consent of any party to the Assigned Contracts is required for the execution, delivery or performance of the Option Agreement or the consummation of the transactions contemplated hereby. Gibralter has heretofore delivered to Buyer accurate the Company true, correct and complete copies of all Contracts identified in Exhibit A, including all amendments thereto. Each Assigned Contract is valid and binding against Seller and, to Seller’s knowledge, each other party thereto. 4.14.2 Except as set forth in Section 4.14 of the Seller Disclosure Schedule: (iAssigned Contracts. Gibralter shall use its best efforts to secure any and all consents necessary to make the Assigned Contracts referenced on SCHEDULE 1(D) to Seller’s knowledge no party has violated or breached, or declared or committed any default under, any Assigned Contract; (ii) to Seller’s knowledge no event has occurred, attached hereto fully and no circumstance or condition exists, that might (with or without notice or lapse freely assignable within a reasonable time after the date of time) (A) result in a violation or breach of any of the provisions of any Assigned Contract, (B) give any party the right to declare a default or exercise any remedy under any Assigned Contract, (C) give any party the right to accelerate the maturity or performance of any Assigned Contract, or (D) give any party the right to cancel, terminate or modify any Assigned Contract; (iii) Seller has not received any notice or other communication (in writing or otherwise) regarding any actual, alleged, possible or potential violation or breach of, or default under, any Assigned Contract; and (iv) Seller has not waived any right under any Assigned Contractthis Amendment. 4.14.3 No party is renegotiating, or has the right to renegotiate, any amount paid or payable to Seller under any Assigned Contract or any other term or provision of any Assigned Contract. 4.14.4 Except as set forth in Section 4.14 of the Seller Disclosure Schedule, Seller has no knowledge of any basis upon which any party to any Assigned Contract may object to (i) the assignment to Buyer of any right under such Assigned Contract, or (ii) the delegation to or performance by Buyer of any obligation under such Assigned Contract.