Common use of Certain Contracts and Arrangements Clause in Contracts

Certain Contracts and Arrangements. Except as set forth in Schedule 3.14 (with true and correct copies of each agreement referred to therein provided or made available to the Investor), the Company is not a party or subject to or bound by: (a) any contract or agreement involving a potential commitment or payment by the Company in excess of US $5,000; (b) any contract, lease or agreement which is not cancelable by the Company without penalty on not less than ninety (90) days notice; (c) 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 person or entity; (d) any contract or agreement relating to the licensing, distribution, development, purchase, sale or servicing of its products except in the ordinary course of business or any of its Intellectual Property Assets; (e) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing or any pledge or security arrangement; (f) 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 anti-dilution rights, registration rights, voting arrangements, operating covenants or similar provisions; (g) any pension, profit sharing, retirement or stock option plans; (h) any royalty, dividend or similar arrangement based on the revenues or profits of the Company or any contract or agreement involving fixed price or fixed volume arrangements; (i) any joint venture, partnership, manufacturer, development or supply agreement or other agreement which involves a sharing of revenues, profits, losses, costs or liabilities by the Company with any other Person; (j) any acquisition, merger or similar agreement; (k) any collective bargaining agreement or other agreement with any labor union or other employee representative of a group of employees; (l) any contract with any Governmental Body; (m) any contract not executed in the ordinary course of business; or (n) any other material contract. All such contracts, agreements, leases and instruments are valid and are in full force and effect and constitute legal, valid and binding obligations of the Company and of the other parties thereto, and are enforceable in accordance with their respective terms. The Company has no knowledge of any notice or threat to terminate any such contracts, agreements, leases or instruments. Neither the Company nor any other party thereto is in default in complying with any provisions of any such contract, agreement, lease or instrument, or any other contract, agreement, lease or instrument, and no condition or event or fact exists which, with notice, lapse of time or both, could constitute a default thereunder on the part of the Company.

Certain Contracts and Arrangements. Except as set forth in Schedule 3.14 (with true and correct copies of each agreement referred to therein provided or made available to the Investor)2.14, the Company is not a party or subject to or bound by: (a) any contract subcontracts or agreement purchase orders by the Company involving a potential commitment or payment by the Company in excess of US $5,000500,000 or any other contract or agreement involving a commitment or payment by the Company in excess of $100,000; (b) any contract, lease or agreement which is not cancelable by the Company without penalty on not less than ninety (90) days notice; (c) any contract containing covenants directly or explicitly and expressly limiting in any respect the freedom of the Company to compete in any line of business or with any person or entityentity or containing any exclusive dealing obligations; (d) any contract or agreement relating to the licensing, distribution, development, purchase, sale or servicing of its software or hardware products except in the ordinary course of business consistent with past practices or any of its Intellectual Property AssetsProperty; (e) any indenture, mortgage, promissory note, loan agreement, guaranty guaranty, letter of credit, bond, surety or other agreement or commitment for borrowing or borrowing, any pledge or security arrangement or any bonding or surety agreement or arrangement; (f) 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 anti-dilution rights, registration rights, voting arrangements, operating covenants or similar provisions; (g) any pension, profit sharing, retirement or stock option plans, or any employment, severance or change of control agreement; (h) any royalty, dividend or similar arrangement based on the revenues or profits of the Company or any contract or agreement involving fixed price or fixed volume arrangements; (i) any joint venture, partnership, manufacturer, development or supply agreement or other agreement which involves a sharing of revenues, profits, losses, costs or liabilities by the Company with any other PersonPerson or any fixed price or similar agreement or any agreement to provide equity of debt financing or develop any project; (j) any acquisition, merger or similar agreement; (k) any collective bargaining agreement or other agreement with any labor union or other employee representative of a group of employees; (l) any contract with any Governmental Bodygovernmental entity; (m) any contract not executed in the ordinary course of business; or; (n) any tax sharing agreement; (o) any agreement granting to any Person the right to purchase assets or services; or (p) any other material contractcontract involving the payment of more than $100,000 by or to the Company. True and correct copies of each agreement referred to in Schedule 2.14 have been provided to the Buyer, or detailed summaries thereof provided on Schedule 2.14. All such contracts, agreements, leases and instruments are valid and are in full force and effect and constitute legal, valid and binding obligations of the Company and and, to the Company’s Knowledge, of the other parties thereto, and are enforceable substantially in accordance with their respective terms. The Company has no knowledge Knowledge of any notice or threat to terminate any such contracts, agreements, leases or instruments. Neither the Company nor nor, to the Company’s Knowledge, any other party thereto is in default in complying with any provisions of any such contract, agreement, lease or instrument, or any other contract, agreement, lease or instrument, and no condition or event or fact exists which, with notice, lapse of time or both, could constitute a default thereunder on the part of the Company. Except as set forth in Schedule 2.14, since December 31, 1997 the Company has not received written notice of any stop work order, suspension of work order or default notice or suspension with respect to any agreement or contract on Schedule 2.14. Except as set forth in Schedule 2.14, since December 31, 1992, the Company has not received any threat of debarment or agreed to any voluntary exclusion to refrain from submitting bids or proposals on any contracts.

Certain Contracts and Arrangements. Except as set forth in Schedule 3.14 (with true and correct copies of each agreement referred to therein provided or made available to the InvestorPurchaser and CTDC), the Company is not a party or subject to or bound by: (a) : any contract or agreement involving a potential commitment or payment by the Company in excess of US $US$5,000; (b) ; any contract, lease or agreement which is not cancelable by the Company without penalty on not less than ninety (90) days notice; (c) ; 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 person or entity; (d) ; any contract or agreement relating to the licensing, distribution, development, purchase, sale or servicing of its products except in the ordinary course of business or any of its Intellectual Property Assets; (e) ; any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing or any pledge or security arrangement; (f) ; 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 anti-dilution rights, registration rights, voting arrangements, operating covenants or similar provisions; (g) ; any pension, profit sharing, retirement or stock option plans; (h) ; any royalty, dividend or similar arrangement based on the revenues or profits of the Company or any contract or agreement involving fixed price or fixed volume arrangements; (i) ; any joint venture, partnership, manufacturer, development or supply agreement or other agreement which involves a sharing of revenues, profits, losses, costs or liabilities by the Company with any other Person; (j) ; any acquisition, merger or similar agreement; (k) ; any collective bargaining agreement or other agreement with any labor union or other employee representative of a group of employees; (l) ; any contract with any Governmental Body; (m) ; any contract not executed in the ordinary course of business; or (n) or any other material contract. All such contracts, agreements, leases and instruments are valid and are in full force and effect and constitute legal, valid and binding obligations of the Company and of the other parties thereto, and are enforceable in accordance with their respective terms. The Company has no knowledge of any notice or threat to terminate any such contracts, agreements, leases or instruments. Neither the Company nor any other party thereto is in default in complying with any provisions of any such contract, agreement, lease or instrument, or any other contract, agreement, lease or instrument, and no condition or event or fact exists which, with notice, lapse of time or both, could constitute a default thereunder on the part of the Company.

Certain Contracts and Arrangements. Except as set forth in the Transaction Documents or in Schedule 3.14 2.11 (with true and correct copies of each agreement referred to therein provided or made available to the InvestorInvestors), the Company is not a party or subject to or bound by: (a) any contract or agreement (i) involving a potential commitment or payment by the Company in excess of US $5,00050,000 or (ii) which is otherwise material and not entered into in the ordinary course of business; (b) any contract, lease or agreement which is not cancelable by the Company without penalty on not less than ninety (90) days notice; (c) 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; (d) any contract or agreement relating to the licensing, distribution, development, purchase, sale or servicing of its products except in the ordinary course of business or any of its Intellectual Property Assetsconsistent with past practices; (e) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing or any pledge or security arrangement; (f) any employment contracts, noncompetition agreements or other agreements with present or former officers, directors, employees or stockholders of the Company or persons related to or affiliated with such persons; (g) 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 anti-dilution rights, registration rights, voting arrangements, operating covenants or similar provisions; (gh) any pension, profit sharing, retirement bonus, retirement, severance or stock option plans; (hi) any royalty, dividend or similar arrangement based on the revenues or profits of the Company or any contract or agreement involving fixed price or fixed volume arrangements; (ij) any joint venture, partnership, manufacturer, development or supply agreement or other agreement which involves a sharing of revenues, profits, losses, costs or liabilities by the Company with any other Personagreement; (jk) any acquisition, merger or similar agreement; (k) any collective bargaining agreement or other agreement with any labor union or other employee representative of a group of employees; (l) any contract with any Governmental Body;governmental entity; or (m) any other material contract not executed in the ordinary course of business; or (n) any other material contract. All such contracts, agreements, leases and instruments are valid and are in full force and effect and constitute legal, valid and binding obligations of the Company and of the other parties thereto, and are enforceable in accordance with their respective terms. The Company has no knowledge of any notice or threat to terminate any such contracts, agreements, leases or instruments. Neither the Company nor any other party thereto is in default in complying with any provisions of any such contract, agreement, lease or instrument, or any other contract, agreement, lease or instrument, and no condition or event or fact exists which, with notice, lapse of time or both, could constitute a default thereunder on the part of the Company.

Certain Contracts and Arrangements. Except as set forth in Schedule 3.14 2.13 hereto (with true and correct copies of each agreement referred to therein provided or made available 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 involving a potential commitment or payment by the Company in excess of US $5,000with any labor union; (b) any contract, lease or agreement which is not cancelable by creating any obligation of the Company without penalty on not less than ninety (90) days noticeto pay to any third party $50,000 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 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 person or entity; (de) any material license agreement (as licensor or licensee); (f) any contract or agreement relating to for the licensingpurchase of any leasehold improvements, distribution, development, purchase, sale equipment or servicing fixed assets for a price in excess of its products except in the ordinary course of business or any of its Intellectual Property Assets$100,000; (eg) 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; (fh) any material joint venture, partnership, manufacturing, development or supply agreement; (i) any material endorsement or any other material advertising, promotional or marketing agreement; (j) any material employment contracts, or material agreements with officers, directors, employees or shareholders of the Company or persons or organizations related to or affiliated with any such persons; (k) any stock redemption or purchase agreements or other agreements affecting or relating to the capital stock of the Company, including, including without limitation, limitation any agreement with any stockholder shareholder of the Company which includes without limitation, anti-dilution rights, registration rights, voting arrangements, operating covenants or similar provisions; (gl) any pension, profit sharing, retirement or stock option options plans; (hm) any royalty, dividend or similar arrangement based on the revenues or profits sales volume of the Company or any contract or agreement involving fixed price or fixed volume arrangementsCompany; (i) any joint venture, partnership, manufacturer, development or supply agreement or other agreement which involves a sharing of revenues, profits, losses, costs or liabilities by the Company with any other Person; (jn) any acquisition, merger or similar agreement; (ko) any collective bargaining agreement or other material contract with a governmental body under which the Company may have an obligation for renegotiation; (p) any agreement with any labor union shareholder of the Company or other employee representative any affiliate of a group of employees;any shareholder; or (lq) any contract with any Governmental Body; (m) any other material contract not executed in the ordinary course of business; or (n) any other material contract. All such contracts, agreements, leases of the Company's contracts and instruments are valid and commitments are in full force and effect and constitute legalneither the Company, valid and binding obligations nor, to the knowledge of the Company and of the other parties theretoCompany, and are enforceable in accordance with their respective terms. The Company has no knowledge of any notice or threat to terminate any such contracts, agreements, leases or instruments. Neither the Company nor any other party thereto is in default in complying with thereunder (nor, to the knowledge of the Company, has any provisions of any such contract, agreement, lease or instrument, or any other contract, agreement, lease or instrument, and no condition or event or fact exists which, occurred which with notice, lapse of time or both, could both would constitute a default thereunder thereunder), except to the extent that any such default would not have a material adverse effect on the part assets, liabilities, financial condition, business, results of operations or prospects of the Company, and the Company has not received notice of any alleged default under any such contract, agreement, understanding or commitment.

Certain Contracts and Arrangements. (a) Except as set forth in Section 3.8 of the Majority Shareholders Disclosure Schedule 3.14 (with true and correct copies of each agreement referred to therein provided or made available delivered to the InvestorBuyer), the Company 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 involving a potential commitment or payment by the Company in excess of US $5,000with any labor union; (bii) any contract, lease or agreement which is not cancelable by creating any obligation of the Company without penalty on not less than ninety (90contingent or otherwise) days noticeto pay to any third party 25,000 Euros or more per year 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 25,000 Euros per year; (iv) 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 person or entity; (dv) any license agreement (as licensor or licensee); (vi) any contract or agreement relating to for the licensingpurchase of any leasehold improvements, distribution, development, purchase, sale equipment or servicing fixed assets for a price in excess of its products except in the ordinary course of business or any of its Intellectual Property Assets25,000 Euros per year; (evii) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing in excess of 25,000 Euros or any pledge or security arrangement; (fviii) any stock redemption material joint venture, partnership, or purchase manufacturing agreement; (ix) any endorsement or any other advertising, promotional or marketing agreement; (x) any employment contracts, or agreements with officers, directors, employees or other agreements affecting or relating to the capital stock of the Company, including, without limitation, any agreement with any stockholder stockholders of the Company which includes anti-dilution rights, registration rights, voting arrangements, operating covenants or similar provisionspersons or organizations related to or affiliated with any such persons; (gxi) any pension, profit sharing, retirement stock option, phantom stock or stock option other equity incentive plans; (hxii) any royaltyarrangement relating to any royalty payments to employees, dividend customers or similar arrangement independent contractors based on the revenues or profits sales volume of the Company or any contract or agreement involving fixed price or fixed volume arrangementsCompany; (i) any joint venture, partnership, manufacturer, development or supply agreement or other agreement which involves a sharing of revenues, profits, losses, costs or liabilities by the Company with any other Person; (jxiii) any acquisition, merger or similar agreement;; or (k) any collective bargaining agreement or other agreement with any labor union or other employee representative of a group of employees; (lxiv) any contract with any Governmental Body;a governmental body under which the Company may have an obligation for renegotiation.. (mb) any contract not executed Except as set forth in Section 3.8 of the ordinary course Majority Shareholders Disclosure Schedule, (i) each of business; or (n) any other material contract. All such contracts, agreements, leases the Company's contracts and instruments are valid and are commitments is in full force and effect and constitute legalis valid, valid binding and binding obligations of the Company and of the other parties thereto, and are enforceable in accordance with their respective terms. The its terms as to the Company has no and, to the knowledge of any the Majority Shareholders, as to each other party thereto; (ii) there exists no material breach or material default (or event that with notice or threat to terminate any such contracts, agreements, leases or instruments. Neither the Company nor any other party thereto is in default in complying with any provisions of any such contract, agreement, lease or instrument, or any other contract, agreement, lease or instrument, and no condition or event or fact exists which, with notice, lapse of time or both, could would constitute a default thereunder material breach or material default) on the part of the Company or, to the knowledge of the Majority Shareholders, on the part of any other party under any of the Company's contracts or commitments, except to the extent that any such breach or default would not have a Material Adverse Effect on the Company; (iii) to the knowledge of the Majority Shareholders, the Company has not received a written notice of termination or default under any of the Company's contracts or commitments; and (iv) to the knowledge of the Majority Shareholders, 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 agreement. (c) Except as set forth in Section 3.8 of the Majority Shareholders Disclosure Schedule, 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, (ii) with any representative of any corporation, partnership, association or other 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 2.13 of the Disclosure Schedule 3.14 (with true and correct copies of each agreement referred to therein provided or made available to the Investor)Investors) and for the transactions comprising the Restructuring, none of the Company IPG Entities is not a party or subject to or bound by: (a) any contract or agreement involving a potential commitment or payment by any of the Company IPG Entities in excess of US $5,00050,000; (b) any contract, lease or agreement which is not cancelable by any of the Company IPG Entities without penalty on not less than ninety (90) days noticenotice in excess of $50,000; (c) any contract containing covenants directly or explicitly limiting in any material respect the freedom of any of the Company IPG Entities to compete in any line of business or with any person or entity; (d) any contract or agreement relating to the licensing, distribution, development, purchase, sale or servicing of its software and hardware products except in the ordinary course of business or any of its Intellectual Property Assetsconsistent with past practices; (e) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing or any pledge or security arrangement; (f) any employment contracts, non-competition agreements or other agreements with present or former officers, directors or employees of any of the IPG Entities or persons affiliated with such persons; (g) any stock redemption or purchase agreements or other agreements affecting or relating to the capital stock of any of the CompanyIPG Entities, including, without limitation, any agreement with any stockholder any of the Company IPG Entities which includes anti-dilution rights, registration rights, voting arrangements, operating covenants or similar provisions; (gh) any pension, profit sharing, retirement or stock option options plans; (hi) any royalty, dividend or similar arrangement based on the revenues or profits of any of the Company IPG Entities or any contract or agreement involving fixed price or fixed volume arrangements; (ij) any joint venture, partnership, manufacturer, development or supply agreement or other agreement which involves a sharing of revenues, profits, losses, costs or liabilities by the Company with any other Personagreement; (jk) any acquisition, merger or similar agreement; (k) any collective bargaining agreement or other agreement with any labor union or other employee representative of a group of employees; (l) any contract with any Governmental Body;governmental entity; or (m) any other material contract not executed in the ordinary course of business; or (n) any other material contract. All such contracts, agreements, leases and instruments are valid and are in full force and effect and constitute legal, valid and binding obligations of the Company and of the other parties theretorespective IPG Entity and, and are enforceable by the respective IPG Entity in accordance with their respective terms. The Company has no knowledge of any notice or threat to terminate any such contracts, agreements, leases or instruments, which termination would reasonably be expected to have a Material Adverse Effect. Neither any of the Company nor respective IPG Entities nor, to the knowledge of the Company, any other party thereto is in default in complying with any provisions of any such contract, agreement, lease or instrument, or and, to the knowledge of any other contractof the respective IPG Entities, agreement, lease or instrument, and no condition or event or fact exists which, with notice, lapse of time or both, could would constitute a default thereunder on the part of any of the Companyrespective IPG Entities, except for any such default, condition, event or fact that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Certain Contracts and Arrangements. Except as set forth in Section 5.9 of the Buyer's Disclosure Schedule 3.14 (with true and correct copies of each agreement referred to therein provided or made available delivered to the Investor), the Company Buyer 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 involving a potential commitment or payment by the Company in excess of US $5,000with any labor union; (b) any contract, lease or agreement which is not cancelable by creating any obligation of the Company without penalty on not less than ninety Buyer (90contingent or otherwise) days noticeto pay to any third party USD $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 USD $100,000; (d) any contract containing covenants directly or explicitly limiting in any respect the freedom of the Company Buyer to compete in any line of business or with any person or entity; (de) any license agreement (as licensor or licensee); (f) any contract or agreement relating to for the licensingpurchase of any leasehold improvements, distribution, development, purchase, sale equipment or servicing fixed assets for a price in excess of its products except in the ordinary course of business or any of its Intellectual Property AssetsUSD $100,000; (eg) 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; (fh) any stock redemption material joint venture, partnership, 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 anti-dilution rights, registration rights, voting arrangements, operating covenants or similar provisionsmanufacturing agreement; (gi) any endorsement or any other advertising, promotional or marketing agreement; (j) any employment contracts, or agreements with officers, directors, employees or stockholders of the Buyer or persons or organizations related to or affiliated with any such persons; (k) any pension, profit sharing, retirement (other than the Buyer's 401(k) plan), stock option, phantom stock or stock option other equity incentive plans; (hl) any royaltyarrangement relating to any royalty payments to employees, dividend customers or similar arrangement independent contractors based on the revenues or profits sales volume of the Company or any contract or agreement involving fixed price or fixed volume arrangementsBuyer; (i) any joint venture, partnership, manufacturer, development or supply agreement or other agreement which involves a sharing of revenues, profits, losses, costs or liabilities by the Company with any other Person; (jm) any acquisition, merger or similar agreement; (k) any collective bargaining agreement or other agreement with any labor union or other employee representative of a group of employees; (l) any contract with any Governmental Body; (m) any contract not executed in the ordinary course of business; or (n) any other material contractcontract with a governmental body under which the Buyer may have an obligation for renegotiation. All such contractsExcept as set forth in Section 5.9 of the Buyer's Disclosure Schedule, agreements, leases (i) each of the Buyer's contracts and instruments are valid and are commitments is in full force and effect and constitute legalis valid, valid binding and binding obligations of the Company and of the other parties thereto, and are enforceable in accordance with their respective terms. The Company has no its terms as to the Buyer and, to the knowledge of any the Buyer, as to each other party thereto; (ii) there exists no material breach or material default (or event that with notice or threat to terminate any such contracts, agreements, leases or instruments. Neither the Company nor any other party thereto is in default in complying with any provisions of any such contract, agreement, lease or instrument, or any other contract, agreement, lease or instrument, and no condition or event or fact exists which, with notice, lapse of time or both, could would constitute a default thereunder material breach or material default) on the part of the CompanyBuyer or, to the knowledge of the Buyer, on the part of any other party under any of the Buyer's contracts or commitments, except to the extent that any such breach or default would not have a Material Adverse Effect; (iii) the Buyer has not received a written notice of 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 agreement. 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 corporations, (ii) with any representative of any corporation, partnership, association or other 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 2.13 of the Disclosure Schedule 3.14 (with true and correct copies of each agreement referred to therein provided or made available to as expressly set forth in the Investor)Company SEC Documents, the Company is not a party or subject to or bound by: (a) any contract or agreement involving a potential commitment or payment by the Company in excess of US $5,00050,000; (b) any contract, lease or agreement involving payments in excess of $50,000 which is not cancelable by the Company without penalty on not less than ninety sixty (9060) days notice; (c) any contract contract, including any distribution agreements, containing covenants directly or explicitly limiting in any respect the freedom of the Company to compete in any line of business or with any person Person or entityto offer any of its products; (d) any contract or agreement relating to the licensing, distribution, development, or development by the Company or the purchase, sale or servicing of its products except involving payments in the ordinary course excess of business or any of its Intellectual Property Assets$50,000; (e) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing or any pledge or security arrangement; (f) any employment contracts, non-competition agreements, invention assignments, severance or other agreements with officers, directors, employees, stockholders or consultants of the Company or Persons related to or affiliated with such Persons; (g) 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 includes, without limitation, anti-dilution rights, registration rights, voting arrangements, arrangements or operating covenants or similar provisionscovenants; (gh) voting trust or agreement, stockholders’ agreement, pledge agreement, buy-sell agreement or first refusal or preemptive rights agreement relating to any securities of the Company; (i) any bonus, pension, profit sharing, retirement or stock option plans; (hj) any royalty, dividend or similar arrangement based on the revenues or profits of the Company or any material contract or agreement involving fixed price or fixed volume arrangements; (ik) any joint venture, partnership, manufacturer, development development, distribution, supply or supply agreement or other agreement which involves a sharing of revenues, profits, losses, costs or liabilities by the Company with any other Personsimilar agreement; (jl) any acquisition, merger or similar agreement; (k) any collective bargaining agreement or other agreement letter of intent with any labor union or other employee representative of a group of employees; (l) any contract with any Governmental Bodyrespect to the foregoing; (m) any sales agreement which entitles any customer to a rebate or right of set-off, to return any product to the Company after acceptance thereof, to delay the acceptance thereof, or which varies in any material respect from the Company’s standard for agreements; (n) any agreement with any supplier containing any provision permitting any party other than the Company to renegotiate the price or other terms, or containing any pay-back or other similar provision, upon the occurrence of a failure by the Company to meet its obligations under the agreement when due or the occurrence of any other event; (o) any agreement for the future purchase of fixed assets or for the future purchase of materials, supplies or equipment in excess of its normal operating requirements; (p) any agreement under which it has granted any Person any registration rights, other than the Registration Rights Agreement; or (q) any other contract not executed in the ordinary course of business; or (n) any other material contractbusiness and consistent with past practice. All such contracts, agreements, leases and instruments identified in Section 2.13 of the Disclosure Schedule or the Company SEC Documents are valid and are in full force and effect and constitute legal, valid and binding obligations of the Company and of the other parties thereto, and are enforceable in accordance with their respective terms. The Company has no not received any written notice, and, to the knowledge of any notice or threat the Company, there are no threats of termination by the other party to terminate any such contracts, agreements, leases or instruments. Neither To the Company nor any other party thereto best of the Company’s knowledge, it is not in default in complying with any provisions of any such contract, agreement, lease or instrument, or any other contract, agreement, lease or instrument, and no condition or event or fact exists which, with written notice, lapse of time or both, could both would constitute a default thereunder on the part of the Company, except for any such default, condition, event or fact that, individually or in the aggregate, would not have a Material Adverse Effect.

Certain Contracts and Arrangements. Except as set forth in Section 2.12 of the Disclosure Schedule 3.14 (with true and correct copies of each agreement referred to therein provided or made available 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 involving a potential commitment or payment by the Company in excess of US $5,000with any labor union; (b) any contract, lease or agreement which is not cancelable by creating any obligation of the Company without penalty on not less than ninety (90) days noticeto 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 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 person or entity; (de) any license agreement (as licensor or licensee) material to the Company's business or projected business; (f) any contract or agreement relating to for the licensingpurchase of any leasehold improvements, distribution, development, purchase, sale equipment or servicing fixed assets for a price in excess of its products except in the ordinary course of business or any of its Intellectual Property Assets$100,000; (eg) 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; (fh) any material joint venture, partnership, manufacturing, development or supply agreement; (i) any endorsement or any other advertising, promotional or marketing agreement; (j) any employment contracts, or agreements with officers, key employees, directors or stockholders of the Company or persons or organizations related to or affiliated with any such persons; (k) except as contemplated by this Agreement, any stock redemption or purchase agreements or other agreements affecting or relating to the capital stock of the Company, including, including without limitation, 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; (gl) any pension, profit sharing, retirement or stock option options plans; (hm) any material royalty, dividend or similar arrangement based on the revenues or profits sales volume of the Company or any contract or agreement involving fixed price or fixed volume arrangementsCompany; (i) any joint venture, partnership, manufacturer, development or supply agreement or other agreement which involves a sharing of revenues, profits, losses, costs or liabilities by the Company with any other Person; (jn) any acquisition, merger or similar agreement; (k) any collective bargaining agreement or other agreement with any labor union or other employee representative of a group of employees; (lo) any contract with any Governmental Bodya governmental body under which the Company may have an obligation for renegotiation; (mp) 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; or (n) any other material contract. All such contracts, agreements, leases of the Company's contracts and instruments are valid and commitments are in full force and effect and constitute legalneither the Company, valid and binding obligations nor, to the best knowledge of the Company and of the other parties theretoCompany, and are enforceable in accordance with their respective terms. The Company has no knowledge of any notice or threat to terminate any such contracts, agreements, leases or instruments. Neither the Company nor any other party thereto is in default in complying with thereunder (nor, to the best knowledge of the Company, has any provisions of any such contract, agreement, lease or instrument, or any other contract, agreement, lease or instrument, and no condition or event or fact exists which, occurred which with notice, lapse of time or both, could both would constitute a default thereunder on thereunder), and the part Company has not received notice of the Companyany alleged default under any such contract, agreement, understanding or commitment.

Certain Contracts and Arrangements. Except as set forth in the Transaction Documents or in Schedule 3.14 3.13 (with true and correct copies of each agreement referred to therein which have previously been provided or made available to the InvestorBuyer), the Company is not a party or subject to or bound by: (a) any contract contract, lease or agreement involving a potential commitment or payment by the Company in excess of US $5,000; (b) any contract, lease or agreement 25,000 annually which is not cancelable by the Company without penalty on not less than ninety (90) days 30 days’ notice; (cb) 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; (d) any contract or agreement relating to the licensing, distribution, development, purchase, sale or servicing of its products except in the ordinary course of business or any of its Intellectual Property Assets; (ec) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing or any pledge or security arrangement; (fd) any stock employment, consulting or other service agreements with present or former officers, members, managers, directors, employees, consultants, equity holders of the Company or any other service provider of the Company that includes any change of control payments severance, termination, or retention obligations or similar accounts payable by the Company or its Affiliates in connection with the transactions contemplated by this Agreement; (e) any redemption or purchase agreements or other agreements affecting or relating to the capital stock equity interests of the Company, including, without limitation, any agreement with any stockholder equity holder of the Company which includes anti-dilution rights, registration rights, voting arrangements, operating covenants or similar provisions; (gf) any pension, profit sharing, retirement or stock option planscollective bargaining agreement; (hg) any royalty, dividend or similar arrangement based on the revenues or profits of the Company or any contract or agreement involving fixed price or fixed volume arrangements; (ih) any joint venture, franchise, partnership, manufacturer, development or agreement; (i) any supply agreement or other agreement pursuant to which involves a sharing of revenues, profits, losses, costs or liabilities by the Company with any other Personis required to supply materials in excess of $25,000 annually which is not cancelable by Company without penalty on less than 30 days’ notice; (j) any acquisition, merger or similar agreement; (k) any collective bargaining agreement or other agreement contract with any labor union or other employee representative of a group of employeesGovernmental Authority; (l) any contract with providing for indemnification of any Governmental BodyPerson by the Company (excluding customer and vendor contracts including indemnification provisions entered into in the ordinary course of business); (m) any material contract that can be terminated, or the provisions of which are altered, as a result of the consummation of the transactions contemplated by this Agreement or any of the other Transaction Documents to which the Company is a party; (n) any contract entered into in connection with any settlement or other resolution of any action pursuant to which the Company has any ongoing payment obligation; or (o) any other material contract not executed in the ordinary course of business; or (n) any other material contract. All such contracts, agreements, leases and instruments set forth on Schedule 3.13 are valid and are in full force and effect and constitute legal, valid and binding obligations of the Company and and, to the Knowledge of the Company the other parties theretoparties, and are enforceable in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws, from time to time in effect, which affect enforcement of creditors’ rights generally. The Company Except as set forth on Schedule 3.13, there has no knowledge of not been any written notice or, to the Company’s Knowledge, oral notice or threat to terminate any such material contracts, agreements, leases or instruments. Neither the Company nor nor, to the Company’s Knowledge, any other party thereto to such contract is in material default in complying with any provisions of any such contract, agreement, lease or instrument, or any other contractand, agreementto the Company’s Knowledge, lease or instrument, and no condition or event or fact exists which, with notice, lapse of time or both, could would constitute a material default thereunder on the part of the Companythereunder.