Common use of Certain Contracts and Arrangements Clause in Contracts

Certain Contracts and Arrangements. Except as set forth in Section 2.9 of the Disclosure Schedule (with true and correct copies delivered to the Investor), the Company is not a party or subject to or bound by: (a) any plan or contract providing for collective bargaining or the like, or any contract or agreement with any labor union; (b) any contract, lease or agreement creating any obligation of the Company to pay to any third party $100,000 or more with respect to any single such contract or agreement; (c) any contract or agreement for the sale, license, lease or disposition of products or services in excess of $100,000; (d) any contract containing covenants directly or explicitly limiting the freedom of the Company to compete in any line of business or with any person or entity; (e) any license agreement (as licensor or licensee); (f) any contract or agreement for the purchase of any leasehold improvements, equipment or fixed assets for a price in excess of $100,000; (g) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing in excess of $100,000 or any pledge or security arrangement; (h) any material joint venture, partnership, or manufacturing agreement; any endorsement or any other advertising, promotional or marketing agreement; (i) any employment contracts, or agreements with officers, directors, employees or stockholders of the Company or persons or organizations related to or affiliated with any such persons; (j) any pension, profit sharing, retirement (other than the Company's 401(k) plan), stock option, phantom stock or other equity incentive plans; (k) any arrangement relating to any royalty payments to employees, customers or independent contractors based on the sales volume of the Company; (l) any acquisition, merger or similar agreement; or (m) any contract with a governmental body under which the Company may have an obligation for renegotiation. All of the Company's contracts and commitments are in full force and effect and neither the Company nor, to the knowledge of the Company, any other party is in default thereunder (nor, to the knowledge of the Company, has any event occurred which with notice, lapse of time or both would constitute a default thereunder), except to the extent that any such default would not have a Material Adverse Effect, and the Company has not received notice of any alleged default under any such contract, agreement, understanding or commitment.

Certain Contracts and Arrangements. Except as set forth in Section 2.9 of the Disclosure Schedule (with true and correct copies delivered to the Investor), the Company is not a party or subject to or bound by: (a) any plan or contract providing for collective bargaining or the like, or any contract or agreement with any labor union; (b) any contract, lease or agreement creating any obligation of the Company to pay to any third party $100,000 or more with respect to any single such contract or agreement; (c) any contract or agreement for the sale, license, lease or disposition of products or services in excess of $100,000; (d) any contract containing covenants directly or explicitly limiting the freedom of the Company to compete in any line of business or with any person or entity; (e) any license agreement (as licensor or licensee); (f) any contract or agreement for the purchase of any leasehold improvements, equipment or fixed assets for a price in excess of $100,000; (g) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing in excess of $100,000 or any pledge or security arrangement; (h) any material joint venture, partnership, or manufacturing agreement; ; (i) any endorsement or any other advertising, promotional or marketing agreement; (ij) any employment contracts, or agreements with officers, directors, employees or stockholders of the Company or persons or organizations related to or affiliated with any such persons; (jk) any pension, profit sharing, retirement (other than the Company's 401(k) plan), stock option, phantom stock or other equity incentive plans; (kl) any arrangement relating to any royalty payments to employees, customers or independent contractors based on the sales volume of the Company; (lm) any acquisition, merger or similar agreement; or (mn) any contract with a governmental body under which the Company may have an obligation for renegotiation. All of the Company's contracts and commitments are in full force and effect and neither the Company nor, to the knowledge of the Company, any other party is in default thereunder (nor, to the knowledge of the Company, has any event occurred which with notice, lapse of time or both would constitute a default thereunder), except to the extent that any such default would not have a Material Adverse Effect, and the Company has not received notice of any alleged default under any such contract, agreement, understanding or commitment.

Certain Contracts and Arrangements. Except as set forth in Section 2.9 2.13 of the Disclosure Schedule (with true and correct copies delivered to the InvestorInvestors), the Company is not a party or subject to or bound by: (a) any plan or contract providing for collective bargaining or the like, or any contract or agreement with any labor union; (b) any contract, lease or agreement creating any obligation of the Company to pay to any third party $100,000 or more with respect to any single such contract or agreement; (c) any contract or agreement for the sale, license, lease or disposition of products or services in excess of $100,000; (d) any contract containing covenants directly or explicitly limiting the freedom of the Company to compete in any line of business or with any person or entity; (e) any license agreement (as licensor or licensee)) material to the Company's business or projected business; (f) any contract or agreement for the purchase of any leasehold improvements, equipment or fixed assets for a price in excess of $100,000; (g) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing in excess of $100,000 or any pledge or security arrangement; (h) any material joint venture, partnership, manufacturing, development or manufacturing supply agreement; ; (i) any endorsement or any other advertising, promotional or marketing agreement; (ij) any employment contracts, or agreements with officers, directorskey employees, employees directors or stockholders of the Company or persons or organizations related to or affiliated with any such persons; (jk) any stock redemption or purchase agreements or other agreements affecting or relating to the capital stock of the Company, including without limitation any agreement with any stockholder of the Company which includes without limitation, anti-dilution rights, registration rights, voting arrangements, operating covenants or similar provisions; (l) any pension, profit sharing, retirement (other than the Company's 401(k) plan), or stock option, phantom stock or other equity incentive options plans; (km) any material royalty, dividend or similar arrangement relating to any royalty payments to employees, customers or independent contractors based on the sales volume of the Company; (ln) any acquisition, merger or similar agreement; or; (mo) any contract with a governmental body under which the Company may have an obligation for renegotiation; (p) any agreement with any stockholder of the Company or any affiliate of any such stockholder; or (q) any other contract not executed in the ordinary course of business. All of the Company's contracts and commitments are in full force and effect and neither the Company Company, nor, to the knowledge of the Company, any other party is in default thereunder (nor, to the knowledge of the Company, has any event occurred which with notice, lapse of time or both would constitute a default thereunder), except to the extent that any such default would not have a Material Adverse Effect, and the Company has not received notice of any alleged default under any such contract, agreement, understanding or commitment.

Certain Contracts and Arrangements. Except as set forth in Section 2.9 of the Disclosure Schedule 2.12 attached hereto (with true and correct copies heretofore delivered or made available to the Investor)Investors) or as otherwise expressly contemplated hereby, the Company is not a party or subject to or bound by:by (and with respect to paragraph (f) below, the Company has not been a party or subject to or bound by within the last five (5) years): (a) any plan or contract providing for collective bargaining or the like, or any contract or agreement with any labor union; (b) any contract, lease or agreement creating any obligation of the Company to pay to any third party $100,000 or more with respect to any single such contract or agreement, which such contract, lease or agreement is not cancelable without penalty upon sixty (60) days' notice or less; (c) any contract or agreement for the sale, license, lease or disposition of products or services in excess of $100,000; (d) any contract or agreement for the marketing of products for services or a price in excess of $100,000; (e) any contract or agreement relating to the licensing, distribution, development, purchase, sale, maintenance or servicing of its software products, other than those that conform in all material respects to the Company's standard license agreements pursuant to which direct or indirect end-users of the Company's software products are granted the right to use such software products ("End-User Licenses"), representative forms of which have been delivered to the Investors; (f) any contract containing covenants directly or explicitly limiting the freedom of the Company to compete in any line of business or with any person or entity; (eg) except for the End-User Licenses, any license agreement (as licensor or licensee); (fh) any contract or agreement for the purchase of any leasehold improvements, equipment or fixed assets for a price in excess of $100,000; (gi) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing in excess of $100,000 or any pledge or security arrangement; (hj) any material joint venture, partnership, manufacturing, or manufacturing development agreement; ; (k) any endorsement or any other advertising, promotional or marketing agreement; (il) any employment contracts, non-competition agreements, or agreements with present or former (to the extent currently in force) officers, directors, employees or stockholders of the Company or persons or organizations related to or affiliated with any such persons; (jm) any stock redemption or purchase agreements or other agreements affecting or relating to the capital stock of the Company with any party other than an Investor as contemplated hereby, including, without limitation, any agreement with any stockholder of the Company which includes, without limitation, anti-dilution rights, registration rights, voting arrangements, operating covenants or similar provisions; (n) any pension, profit sharing, retirement (other than the Company's 401(k) plan), or stock option, phantom stock or other equity incentive options plans; (ko) except under the Company's Incentive Compensation Program, any royalty, dividend or similar arrangement relating to any royalty payments to employees, customers or independent contractors based on the sales volume of the Company; (lp) [Reserved] (q) any acquisition, merger or similar agreement; or; (mr) any contract with a governmental body under which body; (s) any outstanding power of attorney; (t) any agreement with any stockholder or former stockholder of the Company may have an obligation for renegotiationor any affiliate of any such stockholder; (u) any agreements with independent contractors; (v) any administrative service agreements or arrangements with any affiliated or unaffiliated persons or entities; or (w) any other contract not executed in the ordinary course of business. All of the Company's contracts and commitments of the Company are in full force and effect and neither the Company Company, nor, to the best knowledge of the CompanyCompany and the Founding Stockholders, any other party is in default thereunder (nor, to the best knowledge of the CompanyCompany and the Founding Stockholders, has any event occurred which with notice, lapse of time or both would constitute a default thereunder), except to the extent that any such default would not have a Material Adverse EffectEffect or is otherwise disclosed in Schedules hereto, and the Company has not received notice of any alleged default under any such contract, agreement, understanding or commitment.

Certain Contracts and Arrangements. Except as set forth in Section 2.9 2.7 of the Disclosure Schedule (with true and correct copies delivered to the InvestorCanopy), the Company is not a party or subject to or bound by: (a) any plan or contract providing for collective bargaining or the like, or any contract or agreement with any labor union; (b) any contract, lease or agreement creating any obligation of the Company to pay to any third party $100,000 or more with respect to any single such contract or agreement; (c) any contract or agreement for the sale, license, lease or disposition of products or services in excess of $100,000; (d) any contract containing covenants directly or explicitly limiting the freedom of the Company to compete in any line of business or with any person or entity; (e) any license agreement (as licensor or licensee); (f) any contract or agreement for the purchase of any leasehold improvements, equipment or fixed assets for a price in excess of $100,000; (g) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing in excess of $100,000 or any pledge or security arrangement; (h) any material joint venture, partnership, or manufacturing agreement; ; (i) any endorsement or any other advertising, promotional or marketing agreement; (ij) any employment contracts, or agreements with officers, directors, employees or stockholders of the Company or persons or organizations related to or affiliated with any such persons; (jk) any pension, profit sharing, retirement (other than the Company's 401(k) plan), stock option, phantom stock or other equity incentive plans; (kl) any arrangement relating to any royalty payments to employees, customers or independent contractors based on the sales volume of the Company; (lm) any acquisition, merger or similar agreement; or (mn) any contract with a governmental body under which the Company may have an obligation for renegotiation. All of the Company's contracts and commitments are in full force and effect and neither the Company nor, to the knowledge of the Company, any other party is in default thereunder (nor, to the knowledge of the Company, has any event occurred which with notice, lapse of time or both would constitute a default thereunder), except to the extent that any such default would not have a Material Adverse Effect, and the Company has not received notice of any alleged default under any such contract, agreement, understanding or commitment.

Certain Contracts and Arrangements. Except as either specifically ---------------------------------- contemplated by this Agreement or set forth in Section 2.9 2.12 of the Disclosure ------------------------------ Schedule (with true true, complete and correct copies delivered provided to the Investor), the -------- Company is not and after giving effect to the Nycomed Acquisition will not be, a party or subject to or bound by: (a) any plan or contract providing for collective bargaining or the like, or any contract or agreement with any labor union(i) involving a potential commitment or payment by the Company in excess of $50,000 or (ii) which is otherwise material and not entered into in the ordinary course of business; (b) any contract, lease or agreement creating any obligation in excess of $10,000 which is not cancelable by the Company to pay to any third party $100,000 or more with respect to any single such contract or agreementwithout penalty on not less than 60 days notice; (c) any contract or agreement for the sale, license, lease or disposition of products or services in excess of $100,000; (d) any contract containing covenants directly or explicitly limiting in any material respect the freedom of the Company to compete in any line of business or with any person or entityPerson; (e) any license agreement (as licensor or licensee); (fd) any contract or agreement for relating to the purchase licensing, distribution, development, purchase, sale or servicing of any leasehold improvements, equipment software or fixed assets for a price in excess of $100,000hardware products; (ge) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing in excess of $100,000 or any pledge or security arrangement; (h) any material joint venture, partnership, or manufacturing agreement; any endorsement or any other advertising, promotional or marketing agreement; (if) any employment contracts, non-competition agreements or other agreements with present or former officers, directors, employees or stockholders of the Company or persons or organizations Persons related to or affiliated with any such personsPersons; (jg) any stock redemption or purchase agreements or other agreements affecting or relating to the capital stock of the Company, including, without limitation, any agreement with any stockholder of the Company which includes, without limitation, anti-dilution rights, registration rights, voting arrangements, operating covenants or similar provisions; (h) any pension, profit sharing, retirement (other than the Company's 401(k) plan), stock option, phantom stock or other equity incentive participation plans; (ki) any royalty, dividend or similar arrangement relating to any royalty payments to employees, customers or independent contractors based on the sales volume revenues or profits of the CompanyCompany or any contract or agreement involving fixed price or fixed volume arrangements; (lj) any joint venture, partnership, manufacturer, development or supply agreement; (k) any acquisition, merger or similar agreement; (l) any contract with any governmental entity; or (m) any other material contract with a governmental body under which not executed in the Company may have an obligation for renegotiationordinary course of business. All of such contracts, agreements, leases and instruments are, and after giving effect to the Company's contracts Nycomed Acquisition will be, valid and commitments are in full force and effect and neither constitute legal, valid and binding obligations of the Company norenforceable in accordance with their respective terms. The Company has no knowledge of any notice or threat of or circumstances, including as a result of this Agreement and the transactions contemplated hereby, which would give rise to a termination of any such contracts, agreements, leases or instruments, which termination would have a Material Adverse Effect. The Company is not and, after giving effect to the knowledge of the Companytransactions contemplated hereby will not be, any other party is in default thereunder (norin complying with any provisions of any such contract, to the knowledge of the Companyagreement, has any lease or instrument, and no condition or event occurred which or fact exists which, with notice, lapse of time or both both, would constitute a default thereunder)thereunder on the part of the Company, except to the extent that for any such default default, condition, event or fact that, individually or in the aggregate, would not have a Material Adverse Effect, and the Company has not received notice of any alleged default under any such contract, agreement, understanding or commitment.

Certain Contracts and Arrangements. Except as set forth in Section 2.9 of the Disclosure Schedule SECTION 2.13 OF THE DISCLOSURE SCHEDULE (with true and correct copies delivered to the InvestorInvestors' counsel), the Company is not a party or subject to or bound by: (a) any plan or contract providing for collective bargaining or the like, or any contract or agreement with any labor unioninvolving potential commitment or payment by the Company in excess of $150,000 or which is otherwise material and not entered into in the ordinary course of business; (b) any contract, lease or agreement creating any obligation involving payments in excess of $150,000 which is not cancelable by the Company to pay to any third party $100,000 or more with respect to any single such contract or agreementwithout penalty on not less than sixty (60) days notice; (c) any contract or agreement for the salecontract, licenseincluding any distribution agreements, lease or disposition of products or services in excess of $100,000; (d) any contract containing covenants directly or explicitly limiting the freedom of the Company to compete in any line of business or with any person Person or entityto offer any of its products; (e) any license agreement (as licensor or licensee); (fd) any contract or agreement for relating to the purchase licensing, distribution, development, purchase, sale or servicing of any leasehold improvements, equipment or fixed assets for a price its products requiring payments during the term in excess of $100,000150,000; (ge) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing in excess of $100,000 or any pledge or security arrangement; (h) any material joint venture, partnership, or manufacturing agreement; any endorsement or any other advertising, promotional or marketing agreement; (if) any employment contracts, non-competition agreements, invention assignments, severance or other agreements with officers, directors, employees employees, stockholders or stockholders consultants of the Company or persons or organizations Persons related to or affiliated with any such personsPersons; (jg) any stock redemption or purchase agreements or other agreements affecting or relating to the capital stock of the Company, including without limitation any agreement with any stockholder of the Company which includes, without limitation, anti-dilution rights, registration rights, voting arrangements or operating covenants; (h) any pension, profit sharing, retirement or stock options plans; (other than i) any royalty, dividend or similar arrangement based on the Company's 401(krevenues or profits of the Company or any material contract or agreement involving fixed price or fixed volume arrangements; (j) plan)any joint venture, stock optionpartnership, phantom stock manufacturer, development, distribution, supply or other equity incentive planssimilar agreement involving potential commitment or payment by the Company in excess of $150,000; (k) any arrangement acquisition of a business or line of business, merger or similar agreement relating to any royalty payments to employees, customers or independent contractors based on the sales volume of the Company;acquisition; or (l) any acquisition, merger or similar agreement; or (m) any other contract with a governmental body under which not executed in the Company may have an obligation for renegotiationordinary course of business. All of the Company's contracts such contracts, agreements, leases and commitments instruments are valid and are in full force and effect and neither the Company norconstitute legal, to the knowledge valid and binding obligations of the Company, and are enforceable in accordance with their respective terms. The Company has not received any other party written notice, and has no knowledge of any threat, to terminate any such contracts, agreements, leases or instruments. The Company is not in default thereunder (norin complying with any provisions of any such contract, to the knowledge of the Companyagreement, has any lease or instrument, and no condition or event occurred which or fact exists which, with written notice, lapse of time or both would constitute a default thereunder)thereunder on the part of the Company, except to the extent that for any such default default, condition, event or fact that, individually or in the aggregate, would not have a Material Adverse Effect, and the Company has not received notice of any alleged default under any such contract, agreement, understanding or commitment.

Certain Contracts and Arrangements. Except as set forth in Section 2.9 of the Disclosure Schedule 2.12 (with true and correct copies heretofore delivered to the InvestorBuyer), the Company is Companies are not a party or subject to or bound byby or a beneficiary of: (a) any plan or contract providing for collective bargaining or the like, or any contract or agreement with any labor union; (b) any contract, lease or agreement creating any obligation involving a payment or potential payment in excess of the Company to pay to any third party $100,000 or more with respect to any single such contract or agreement20,000; (c) any contract or agreement for the sale, licensecontract, lease or disposition of products agreement which is not cancelable by any Company without penalty upon sixty (60) days’ notice or services in excess of $100,000less; (d) any contract containing covenants directly or explicitly limiting that limit the freedom of the Company Companies to compete in any line of business or with any person Person or entity; (e) any license agreement (as licensor or licensee); (f) any material contract or agreement for the purchase of any real property, leasehold improvements, equipment or fixed assets assets; (f) any contract, agreement, settlement or decree relating to the use, acquisition, license or transfer of any Company Intellectual Property Assets (as defined in Section 2.13(c) below), excluding licenses for a price in excess of $100,000off-the-shelf computer software; (g) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing in excess of $100,000 or any pledge or security arrangement; (h) any material joint ventureventure or partnership agreement or other agreement which involves a sharing of revenues, partnershipprofits, losses, costs or manufacturing agreement; any endorsement or liabilities of the Companies with any other advertising, promotional or marketing agreementPerson; (i) any employment contracts, non-competition agreements, or agreements with present or former officers, directors, directors or employees or stockholders of the Company Companies or persons Persons or organizations related to or affiliated with any such personsPersons, including any contracts providing for the payment of severance or other termination benefits; (j) any pension, profit sharing, retirement (other than the Company's 401(k) plan), or stock option, phantom stock or other equity incentive option plans; (k) any royalty, dividend or similar arrangement relating to any royalty payments to employees, customers or independent contractors with third Person based on the sales volume of the CompanyCompanies or any contract involving fixed price or fixed volume arrangements; (l) any acquisition, merger or similar agreement; or; (m) any contract with a governmental body under which body; (n) any outstanding power of attorney; (o) any management service agreements or arrangements with any affiliated or unaffiliated Persons or entities; or (p) to Seller’s Knowledge, any other contract not executed in the Company may have an obligation for renegotiationordinary course of business. All of the Company's such contracts and commitments agreements of the Companies are in full force and effect and neither the Company Companies, nor, to the knowledge Knowledge of the CompanySeller, any other party is in default thereunder with respect to any material provisions of said contracts and agreements (nor, to the knowledge Knowledge of the Company, Seller has any event occurred which with notice, lapse of time or both would constitute a default thereunder), except thereunder with respect to the extent that any such default would not have a Material Adverse Effect, material provisions of said contracts and agreements) and the Company has Companies have not received any written notice of any alleged such default under any such contract, agreement, understanding contracts or commitmentagreements.

Certain Contracts and Arrangements. (a) Except as set forth in Section 2.9 5.9 of the Buyer Disclosure Schedule (with true and correct copies delivered to the InvestorSeller), the Company Buyer is not a party or subject to or bound by: (ai) any plan or contract providing for collective bargaining or the like, or any contract or agreement with any labor union; (bii) any contract, lease or agreement creating any obligation of the Company Buyer (contingent or otherwise) to pay to any third party USD $100,000 or more with respect to any single such contract or agreement; (ciii) any contract or agreement for the sale, license, lease or disposition of products or services in excess of USD $100,000; (div) any contract containing covenants directly or explicitly limiting the freedom of the Company Buyer to compete in any line of business or with any person or entity; (ev) any license agreement (as licensor or licensee); (fvi) any contract or agreement for the purchase of any leasehold improvements, equipment or fixed assets for a price in excess of USD $100,000; (gvii) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing in excess of USD $100,000 or any pledge or security arrangement; (hviii) any material joint venture, partnership, or manufacturing agreement; ; (ix) any endorsement or any other advertising, promotional or marketing agreement; (ix) any employment contracts, or agreements with officers, directors, employees or stockholders of the Company Buyer or persons or organizations related to or affiliated with any such persons; (jxi) any pension, profit sharing, retirement (other than the CompanyBuyer's 401(k) plan), stock option, phantom stock or other equity incentive plans; (kxii) any arrangement relating to any royalty payments to employees, customers or independent contractors based on the sales volume of the CompanyBuyer; (lxiii) any acquisition, merger or similar agreement; or (mxiv) any contract with a governmental body under which the Company Buyer may have an obligation for renegotiation. All . (b) Except as set forth in Section 5.9 of the CompanyBuyer Disclosure Schedule, (i) each of the Buyer's contracts and commitments are is in full force and effect and neither is valid, binding and enforceable in accordance with its terms as to the Company norBuyer and, to the knowledge of the CompanyBuyer, any as to each other party is in thereto; (ii) there exists no material breach or material default thereunder (noror event that with notice or lapse of time would constitute a material breach or material default) on the part of the Buyer or, to the knowledge of the CompanyBuyer, has on the part of any event occurred which with notice, lapse other party under any of time the Buyer's contracts or both would constitute a default thereunder)commitments, except to the extent that any such breach or default would not have a Material Adverse Effect, and Effect on the Company Buyer; (iii) the Buyer has not received a written notice of any alleged termination or default under any of the Buyer's contracts or commitments; and (iv) as of the date of this Agreement, no party to an agreement under which the Buyer acquired a substantial portion of its assets has asserted any claim for indemnification under such contractagreement. (c) The Buyer has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the merger of the Buyer with or into any such corporation or corporation, agreement(ii) with any representative of any corporation, understanding partnership, association or commitmentother business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Buyer or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Buyer would be disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the Buyer.

Certain Contracts and Arrangements. Except as set forth in Section 2.9 4.17 of the Disclosure Schedule (with true and correct copies delivered to the Investor)Schedule, the Company is not a party or subject to or bound by: (a) any plan Any contract or contract providing agreement involving a potential commitment or pay­ment by the Company in excess of Twenty Thousand Dollars ($20,000), other than purchase orders or invoices for collective bargaining or the like, or purchase and sale of inventory (but including any contract or agreement with arrangement under­lying any labor unionof such purchase orders or invoices); (b) any material contract, lease lease, or agreement creating any obligation of that is not cancelable by the Company to pay to any third party $100,000 or more with respect to any single such contract or agreementwithout penalty on not less than ninety (90) days notice; (c) any contract or agreement for the sale, license, lease or disposition of products or services in excess of $100,000; (d) any contract containing covenants directly or explicitly limiting in any respect the freedom of the Company to compete in any line of business or with any other person or entity; (e) any license agreement (as licensor or licensee); (fd) any contract or agreement for relating to the purchase licensing, distribution, devel­opment, purchase, sale, or servicing of any leasehold improvements, equipment or fixed assets for a price in excess of $100,000the intellectual property of the Company; (ge) any indenture, mortgage, promissory note, loan agreement, guaranty guaranty. or other agreement or commitment for borrowing in excess of $100,000 or any pledge or security arrangement; (hf) any material joint venturestock redemption or purchase agreement or other agreement affec­ting or relating to the capital stock of the Company, partnershipincluding, or manufacturing agreement; without limitation, any endorsement or agreement with any other advertising, promotional or marketing agreement; (i) any employment contracts, or agreements with officers, directors, employees or stockholders shareholder of the Company or persons any other person or organizations related to entity that includes anti-dilution rights, registration rights, voting arrangements, operating covenants, or affiliated with any such personssimilar provisions; (jg) any pension, profit sharing, retirement retirement, or stock option plan; (other than h) any royalty, dividend, or similar arrangement based on the Company's 401(krevenues or profits of the Company or any contract or agreement involving fixed price or fixed volume arrange­ments; (i) plan)any joint venture, stock optionpartnership, phantom stock manufacturer, development, or supply agreement or other equity incentive plansagreement that involves a sharing of revenues, profits, losses, costs, or liabilities by the Company with any other person or entity; (j) any acquisition, disposition, merger, or similar transaction agreement; (k) any arrangement relating to collective bargaining agreement or other agreement with any royalty payments to labor union or other employee representative of a group of employees, customers or independent contractors based on the sales volume of the Company; (l) any acquisition, merger contract with any governmental entity (other than contracts for the provision of municipal-utility or similar agreementservices under which a governmental entity is the provider of goods or services); or (m) any contract with a governmental body under which other material contract. True and correct copies of each written item referred to in Section 4.17 of the Company may Disclosure Schedule have an obligation for renegotiationbeen previously provided to Amerivon. All of the Company's contracts such contracts, agreements, leases, and commitments instruments are valid and are in full force and effect and neither constitute legal, valid, and binding obli­gations of the Company norand the other parties thereto, and are enforceable in accordance with their respective terms. The Company has not received any notice or threat to terminate any such contract, agreement, lease, or instrument, which termination, individually or in the knowledge aggregate, is reasonably expected to have a material adverse effect on the Company or its business, results of operations, assets, or financial condition. Neither the Company, Company nor any other party is in material default thereunder (norin com­plying with any provisions of any such contract, to the knowledge of the Companyagreement, has lease, or instrument, or any other contract, agreement, lease, or instrument, and no condition or event occurred which or fact exists that, with notice, lapse of time or both would both, could constitute a material default thereunder), except to thereunder on the extent that any such default would not have a Material Adverse Effect, and part of the Company has not received notice of or any alleged default under any such contract, agreement, understanding or commitmentother party.

Certain Contracts and Arrangements. Except as set forth in Section 2.9 of the Disclosure Schedule (with true and correct copies delivered to the Investor), the Company is not a party or subject to or bound by: (a) any plan or contract providing for collective bargaining or the like, or any contract or agreement with any labor union; (b) any contract, lease or agreement creating any obligation of the Company (contingent or otherwise) to pay to any third party $100,000 or more with respect to any single such contract or agreement; (c) any contract or agreement for the sale, license, lease or disposition of products or services in excess of $100,000; (d) any contract containing covenants directly or explicitly limiting the freedom of the Company to compete in any line of business or with any person or entity; (e) any license agreement (as licensor or licensee); (f) any contract or agreement for the purchase of any leasehold improvements, equipment or fixed assets for a price in excess of $100,000; (g) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing in excess of $100,000 or any pledge or security arrangement; (h) any material joint venture, partnership, or manufacturing agreement; ; (i) any endorsement or any other advertising, promotional or marketing agreement; (ij) any employment contracts, or agreements with officers, directors, employees or stockholders of the Company or persons or organizations related to or affiliated with any such persons; (jk) any pension, profit sharing, retirement (other than the Company's 401(k) plan), stock option, phantom stock or other equity incentive plans; (kl) any arrangement relating to any royalty payments to employees, customers or independent contractors based on the sales volume of the Company; (lm) any acquisition, merger or similar agreement; or (mn) any contract with a governmental body under which the Company may have an obligation for renegotiation. All Except as set forth in Section 2.9 of the Disclosure Schedule, (i) each of the Company's contracts and commitments are is in full force and effect and neither is valid, binding and enforceable in accordance with its terms as to the Company norand, to the knowledge of the Company, any as to each other party is in thereto; (ii) there exists no material breach or material default thereunder (noror event that with notice or lapse of time would constitute a material breach or material default) on the part of the Company or, to the knowledge of the Company, has on the part of any event occurred which with notice, lapse other party under any of time the Company's contracts or both would constitute a default thereunder)commitments, except to the extent that any such breach or default would not have a Material Adverse Effect, and ; (iii) the Company has not received a written notice of any alleged termination or default under any of the Company's contracts or commitments; and (iv) as of the date of this Agreement, no party to an agreement under which the Company acquired a substantial portion of its assets has asserted any claim for indemnification under such contractagreement. The Company has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the merger of the Company with or into any such corporation or corporations, agreement(ii) with any representative of any corporation, understanding partnership, association or commitmentother business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company would be disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company.

Certain Contracts and Arrangements. Except as set forth in Section 2.9 of the Disclosure Schedule SECTION 2.13 OF THE DISCLOSURE SCHEDULE (with true and correct copies delivered to the InvestorInvestors), the Company is not a party or subject to or bound by: (a) any plan or contract providing for collective bargaining or the like, or any contract or agreement with any labor unioninvolving potential commitment or payment by the Company in excess of $200,000 or which is otherwise material and not entered into in the ordinary course of business, except for the leases described in Section 2.11; (b) any contract, lease or agreement creating any obligation of involving potential commitment or payment by the Company to pay to any third party in excess of $100,000 or more with respect to any single such contract or agreement25,000 which is not cancelable by the Company without penalty on not less than 60 days notice, except for the leases described in Section 2.11 and purchase orders, contracts and agreements in the ordinary course of business; (c) any contract or agreement for the sale, license, lease or disposition of products or services in excess of $100,000; (d) any contract containing covenants directly or explicitly limiting in any material respect the freedom of the Company to compete in any line of business or with any person or entity; (e) any license agreement (as licensor or licensee); (fd) any contract or agreement for involving potential commitment or payment by the purchase of any leasehold improvements, equipment or fixed assets for a price Company in excess of $100,00025,000 relating to the licensing, distribution, development, purchase, sale or servicing of its software and hardware products, except for purchase orders, contracts and agreements in the ordinary course of business; (ge) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing in excess of $100,000 by the Company or any pledge or security arrangementarrangement by the Company; (h) any material joint venture, partnership, or manufacturing agreement; any endorsement or any other advertising, promotional or marketing agreement; (if) any employment contracts, noncompetition agreements or other agreements with officers, directors, employees or stockholders of the Company or persons or organizations Persons related to or affiliated with any such persons; (jg) any stock redemption or purchase agreements or other agreements affecting or relating to the capital stock of the Company, including without limitation any agreement with any stockholder of the Company which includes, without limitation, anti-dilution rights, registration rights, voting arrangements or operating covenants; (h) any pension, profit sharing, retirement (other than the Company's 401(k) plan), or stock option, phantom stock or other equity incentive options plans; (ki) any royalty, dividend or similar arrangement relating to any royalty payments to employees, customers or independent contractors based on the sales volume revenues or profits of the CompanyCompany or any contract or agreement involving fixed price or fixed volume arrangements not executed in the ordinary course of business; (lj) any joint venture, partnership, manufacturer, development or supply agreement, except any manufacturer, development or supply agreement executed in the ordinary course of business; [Stock Purchase and Redemption Agreement] (k) any acquisition, merger or similar agreement; or (ml) any other material contract with a governmental body under which not executed in the Company may have an obligation for renegotiationordinary course of business. All of the Company's contracts such contracts, agreements, leases and commitments instruments are valid and are in full force and effect and neither the Company norconstitute legal, to the knowledge valid and binding obligations of the Company, and are enforceable in accordance with their respective terms. Neither the Company nor such Selling Stockholder has any other party knowledge of any notice or threat to terminate any such contracts, agreements, leases or instruments which termination would have a Material Adverse Effect. The Company is not in violation of any term or provision of, or in default thereunder (norin complying with any provisions of, to the knowledge of the Companyany such contract, has any agreement, lease or instrument, and no condition or event occurred which or fact exists which, with notice, lapse of time or both would constitute a default thereunder)thereunder on the part of the Company, except to the extent that for any such default violation, default, condition, event or fact that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, and the Company has not received notice of any alleged default under any such contract, agreement, understanding or commitment.

Certain Contracts and Arrangements. Except as set forth in Section 2.9 of the Disclosure Schedule (with true and correct copies delivered to the Investor), the The Company is not a party or subject to or bound by: (a) any plan plan, contract or contract governmental order providing for collective bargaining or the like, or any contract or agreement with any labor union; (b) any contract, lease or agreement creating any obligation of the Company to pay to any third party $100,000 or more with respect to any single such contract or agreementagreement (other than purchase orders made in the ordinary course of business); (c) any contract or agreement for the sale, license, lease or disposition of products or services by the Company in excess of $100,000100,000 (other than purchase orders made in the ordinary course of business); (d) any contract containing covenants directly or explicitly limiting the freedom of the Company to compete in any line of business or with any person or entityentity in any material manner; (e) any material license agreement (as licensor or licensee); (f) any lease of real property; (g) any contract or agreement for the purchase of any leasehold improvements, equipment or fixed assets for a price in excess of $100,000; (gh) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing in excess of $100,000 or any pledge or security arrangement; (hi) any material joint venture, partnership, manufacturing, development or manufacturing supply agreement; ; (j) any endorsement or any other advertising, promotional or marketing agreement; (ik) any contracts for employment contracts, with respect to any individual who received total compensation in 1997 in excess of $100,000 or who has an annual base compensation for 1998 in excess of $100,000 or other agreements with officers, directors, employees or stockholders of the Company or persons or organizations related to or affiliated with any such personspersons including, without limitation, contracts or other agreements granting any such person any equity, phantom equity or similar interest in the Company; (jl) any stock redemption or purchase agreements or other agreements affecting or relating to the capital stock of the Company, including without limitation any agreement with any stockholder of the Company which includes without limitation, those providing for anti-dilution rights, registration rights, voting arrangements, operating covenants or similar provisions; (m) any pension, profit sharing, retirement (other than the Company's 401(k) plan)retirement, stock option, phantom stock or other equity incentive incentive, bonus or commission plans; (kn) any material royalty, dividend, distribution or sales representative agreement or similar arrangement relating to any royalty payments to employees, customers (including without limitation agreements or independent contractors arrangements with employees or marketing directors) based in whole or in part on the sales volume volume, revenue, net income or other operating results of the Company; (lo) any material acquisition, merger or similar agreement; or; (mp) any material contract with a governmental body under which the Company may have an obligation for renegotiation; (q) any material agreement or arrangement providing for the indemnification of others against, or the sharing of, the liability of others for Taxes; (r) material agreements for the purchase of any commodity or material for the performance of the executory portion of which shall extend over a period of more than one year or involve consideration in excess of $100,000, except purchase orders in the ordinary course of business; or (s) any other material contract not executed in the ordinary course of business. All of the Company's written contracts and commitments constitute legal, valid and binding obligations of the Company, and, to the knowledge of the Founder and the Company, the other parties thereto and are enforceable in full force accordance with their respective terms, except where any failure to be valid, binding and effect and neither enforceable would not have a Material Adverse Effect. Neither the Company nor the Founder knows of any notice or threat of or basis for the termination, expiration or modification of any such agreements within one year from the date hereof, which termination, expiration or modification is reasonably likely to have a Material Adverse Effect. Neither the Company, nor, to the knowledge of the CompanyCompany and the Founder, any other party is in default thereunder (nor, to the knowledge of the CompanyCompany and the Founder, has any event occurred which with notice, lapse of time or both would constitute a default thereunder), except to the extent that any such default would not have a Material Adverse Effect, and neither the Company nor the Founder has not received notice of any alleged default under any such contract, agreement, understanding or commitment.

Certain Contracts and Arrangements. Except as set forth in Section 2.9 of the ---------------------------------- Disclosure Schedule (with true and correct copies delivered made available to legal counsel to the InvestorInvestors), the Company is not a party or subject to or bound by: (a) any plan or contract providing for collective bargaining or the like, or any contract or agreement with any labor union; (b) any contract, lease or agreement creating any obligation of the Company to pay to any third party $100,000 or more with respect to any single such contract or agreement; (c) any contract or agreement for the sale, license, lease or disposition of products or services in excess of $100,000; (d) any contract containing covenants directly or explicitly limiting the freedom of the Company to compete in any line of business or with any person or entity; (ec) any license agreement (as i) in which the Company is the licensor that provides for the license or licensee)escrow of the Company's source code or (ii) in which the Company is a licensee that applies to software not commercially available; (fd) any contract or agreement for (other than license agreements) obligating the Company to sell or purchase of any leasehold improvements, equipment assets or fixed assets for services with a sale or purchase price in excess of $100,00050,000 in the aggregate; (g) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing in excess of $100,000 or any pledge or security arrangement; (he) any material joint venture, partnership, manufacturing, development or manufacturing supply agreement; ; (f) any endorsement or any other advertising, promotional or marketing agreementagreement providing for payments by the Company in excess of $50,000 in the aggregate which cannot be terminated on 90 days' or less notice without the payment of penalties; (ig) any employment contractsor severance contracts with officers, directors or employees of the Company or agreements with officers, directors, employees or stockholders shareholders of the Company or persons or organizations related to or affiliated with any such personsshareholders; (jh) any stock redemption or purchase agreements or other agreements affecting or relating to the capital stock of the Company, including without limitation any agreement with any shareholder of the Company which includes without limitation, anti-dilution rights, registration rights, voting arrangements, operating covenants or similar provisions; (i) any pension, profit sharing, retirement (other than the Company's 401(k) plan), or stock option, phantom stock or other equity incentive options plans; (kj) any royalty, dividend or similar arrangement relating to any royalty payments to employees, customers or independent contractors based on the sales volume of the Company; (lk) any acquisition, merger or similar agreement; or; (ml) any contract with a governmental body under which the Company may have an obligation for renegotiation; or (m) any agreement with any shareholder of the Company or any affiliate of any shareholder. All of the Company's contracts and commitments are in full force and effect and neither the Company Company, nor, to the knowledge of the Company, any other party is in default thereunder (nor, to the knowledge of the Company, has any event occurred which with notice, lapse of time or both would constitute a default thereunder), except to the extent that any such failure to be in full force and effect or default would not have a Material Adverse Effect, and the Company has not received notice of any alleged default under any such contract, agreement, understanding or commitmentcommitment which has not been cured.

Certain Contracts and Arrangements. Except as set forth in Section 2.9 of the Disclosure Schedule (with true and correct copies delivered to the Investor)2.10 hereto, the Company is not a party or subject to or bound byto: (a) any plan or contract providing for collective bargaining or the like, or any contract or agreement with any labor union; (b) any contract, lease contract or agreement creating any obligation of the Company to pay to any third party $100,000 500,000 or more in any twelve-month period with respect to any single such contract or agreement; (c) any contract or agreement for the sale, license, lease or disposition of products or services in excess of $100,000; (d) any contract containing covenants directly or explicitly limiting the freedom of the Company or any Subsidiary to compete in any line of business or with any person Person or entity; (e) any license agreement (as licensor or licensee); (fd) any contract or agreement for the purchase of any leasehold improvements, equipment or fixed assets for a price in excess of $100,000500,000; (ge) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing in excess of $100,000 500,000, other than the Senior Loan Agreement (as defined herein), the Promissory Notes related thereto, the Bridge Facility and the promissory notes issued thereunder or received in exchange therefor (such notes, together with any pledge or security arrangementpromissory notes issued in exchange therefor, being the "Bridge Notes"); (hf) any material joint venture, partnership, limited liability company or manufacturing agreement; any endorsement or any other advertising, promotional or marketing joint venture agreement; (ig) any employment contracts, loan agreements or other agreements (other than non-competition, non-solicitation and/or non-disclosure agreements) with officers, directors, employees or stockholders of the Company or persons Persons or organizations related to or affiliated with any such personsPersons; (h) any stock redemption or purchase agreements; (i) any stock option or other stock purchase or similar equity issuance plans; or (j) any pension, profit sharing, retirement commission or fee sharing agreement (other than with employees of the Company's 401(k) planCompany incurred in the ordinary course of business). Except as otherwise described on the schedules hereto, stock optionneither the Company nor any of its Subsidiaries is a party to any agreement or instrument or subject to any corporate restriction that has resulted or could be reasonably expected to result, phantom stock individually or in the aggregate, in a Material Adverse Effect. Set forth on Schedule 2.10 is each agreement, contract, lease, license, commitment or other equity incentive plans; instrument (ki) any arrangement relating to any royalty payments to employees, customers or independent contractors based on the sales volume of the Company; (l) any acquisition, merger or similar agreement; or (m) any contract with a governmental body under which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may have an obligation for renegotiationbe bound, and (ii) which, in each case, if terminated or are otherwise of no further force or effect, could reasonably be expected to result in a Material Adverse Effect (each a "Material Contract" and collectively, the "Material Contracts"). All Except as set forth on Schedule 2.10, all of the Company's contracts Material Contracts to which the Company or any Subsidiary, as the case may be, is a party are valid, binding and commitments are in full force and effect and enforceable by the Company or the Subsidiary, as applicable, in accordance with their terms. Except as set forth in Schedule 2.10, each of the Company and the Subsidiaries has performed all obligations required to be performed by it to date under the Material Contracts (other than those which could not reasonably be expected to result in a default under or breach of such Material Contract) and, to the knowledge of the Company, no other party to any of the Material Contracts is (with or without the lapse of time or the giving of notice, or both) in breach or default thereunder. Except as disclosed on Schedule 2.7, neither the Company Company, nor any of the Subsidiaries, nor, to the knowledge of the Company, any other party is in default thereunder to any Material Contract has given notice of termination of, or taken any action inconsistent with the continuation of, any Material Contract. None of such other parties has any presently exercisable right to terminate any Material Contract (nor, other than those Material Contracts which are investment advisory or management agreements) nor will any such other party have any right to the knowledge terminate any Material Contract on account of the Companyexecution, has delivery or performance of this Agreement, the Stockholders' Agreement or any event occurred which with notice, lapse of time or both would constitute a default thereunder), except to the extent that any such default would not have a Material Adverse Effect, other document executed and the Company has not received notice of any alleged default under any such contract, agreement, understanding or commitmentdelivered in connection herewith.