Common use of Contracts and Agreements Clause in Contracts

Contracts and Agreements. Attached hereto as Schedule 3.15 is ------------------------ ------------- a list and brief description of all written or oral contracts, commitments, leases, and other agreements (including, without limitation, promissory notes, loan agreements, and other evidences of indebtedness, guarantees, agreements with distributors, suppliers, dealers, franchisors and customers, and service agreements) to which the Company is a party or by which the Company or its properties are bound pursuant to which the obligations thereunder of either party thereto are, or are contemplated as being, for any one contract $25,000 or greater (collectively, the "CONTRACTS"). The Company is not and, to the best knowledge of Seller and the Company, no other party thereto is in default (and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a default by the Company) under any of the Contracts, and the Company has not waived any right under any of the Contracts. All of the Contracts to which the Company is a party are legal, valid, binding, enforceable and in full force and effect and will remain legal, valid, binding, enforceable and in full force and effect on identical terms immediately after the Closing, except to the extent that enforceability may be limited by laws affecting creditors' rights and debtors' obligations generally, and legal limitations relating to remedies of specific performance and injunctive and other forms of equitable relief. Except as set forth in Schedule 3.15, the Company has not guaranteed any obligations of any ------------- other Person. To the best of Seller's and the Company's Knowledge, no manufacturer of office equipment sold by the Company will cease doing business with the Company immediately following the Closing.

Contracts and Agreements. Attached hereto as Schedule 3.15 is a ------------------------ ------------- a list and brief description of all written or oral contracts, commitments, leases, and other agreements (including, without limitation, promissory notes, loan agreements, and other evidences of indebtedness, guarantees, agreements with distributors, suppliers, dealers, franchisors and customers, and service agreements) to which the Company is a party or by which the Company or its properties are bound which either (i) require performance by either party exceeding one year; (ii) are contracts (other than vendor contracts) pursuant to which the obligations thereunder Company shall pay or receive more than $10,000 over the life of either party thereto aresuch contract, or (iii) are contemplated as being, for any one vendor contracts pursuant to which the Company's sales of products obtained pursuant to such contract exceeds $25,000 or greater 100,000 (collectively, the "CONTRACTS"). The Company is not and, to the best knowledge of Seller Sellers and the Company, no other party thereto is in default (and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a default by the Companydefault) under any of the Contracts, and the Company has not waived any right under any of the Contracts. All Except as set forth on Schedule 3.15, all of the ------------- Contracts to which the Company is a party are legal, valid, bindingbinding and enforceable against the Company and, enforceable to the best of the Company's and Sellers' knowledge, against each other party thereto, and in full force and effect and will remain legal, valid, bindingbinding and enforceable against the Company and, enforceable to the best of the Company's and Sellers' knowledge, against each other party thereto, and in full force and effect on identical terms immediately after the Closing, except to the extent that enforceability may be limited by laws affecting creditors' rights and debtors' obligations generally, and legal limitations relating to remedies of specific performance and injunctive and other forms of equitable relief. Except as set forth in Schedule 3.15, the Company has not guaranteed ------------- any obligations of any ------------- other Person. To the best of Seller's and the Company's Knowledge, no manufacturer of office equipment sold by the Company will cease doing business with the Company immediately following the Closing.

Contracts and Agreements. Attached hereto as Schedule 3.15 is ------------------------ ------------- a list and brief description of all written or oral contracts, commitments, leases, and other agreements (including, without limitation, promissory notes, loan agreements, and other evidences of indebtedness, guarantees, agreements with distributors, suppliers, dealers, franchisors and customers, and service agreements) to which the Company is a party or by which the Company or its properties are bound pursuant to which the obligations thereunder of either party thereto are, or are contemplated as being, for any one contract $25,000 or greater (collectively, the "CONTRACTS"). The Company is not and, to the best knowledge of Seller and the Company, no other party thereto is in default (and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a default by the Company) under any of the Contracts, and the Company has not waived any right under any of the Contracts. All of the Contracts to which the Company is a party are legal, valid, binding, enforceable and in full force and effect and will remain legal, valid, binding, enforceable and in full force and effect on identical terms immediately after the Closing, except to the extent that enforceability may be limited by laws affecting creditors' rights and debtors' obligations generally, and legal limitations relating to remedies of specific performance and injunctive and other forms of equitable relief. Except as set forth in Schedule -------- 3.15, the Company has not guaranteed any obligations of any ------------- other Person. To the ---- best of Seller's and the Company's Knowledge, no manufacturer of office equipment sold by the Company will cease doing business with the Company immediately following the Closing.

Contracts and Agreements. Attached hereto as Schedule 3.15 is a ------------------------ ------------- a list and brief description of all written or oral contracts, commitments, leases, and other agreements (including, without limitation, promissory notes, loan agreements, and other evidences of indebtedness, guarantees, agreements with distributors, suppliers, dealers, franchisors and customers, and service agreements) to which the Company is Companies are a party or by which the Company Companies or its properties are bound pursuant to which the obligations thereunder of either party thereto are, or are contemplated as being, for any one contract $25,000 or greater (collectively, the "CONTRACTS"). The Company is Companies are not and, to the best knowledge of Seller Sellers and the CompanyCompanies, no other party thereto is in default (and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a default by the Companydefault) under any of the Contracts, and the Company has Companies have not waived any right under any of the Contracts. All of the Contracts to which the Company is Companies are a party are legal, valid, binding, enforceable and in full force and effect and will remain legal, valid, binding, enforceable and in full force and effect on identical terms immediately after the Closing, except to the extent that enforceability may be limited by laws affecting creditors' rights and debtors' obligations generally, and legal limitations relating to remedies of specific performance and injunctive and other forms of equitable relief. Except as set forth in Schedule 3.15, the Company has ------------- Companies have not guaranteed any obligations of any ------------- other Person. To the best of Seller's and the Company's Knowledge, no manufacturer of office equipment sold by the Company will cease doing business with the Company immediately following the Closing.

Contracts and Agreements. Attached hereto as Schedule 3.15 is ------------------------ ------------- a list and brief description of all written or oral contracts, commitments, leases, and other agreements (including, without limitation, promissory notes, loan agreements, and other evidences of indebtedness, guarantees, agreements with distributors, suppliers, dealers, franchisors and customers, and service agreements) to which the Company is a party or by which the Company or its properties are bound pursuant to which the obligations thereunder of either party thereto are, or are contemplated as being, for any one contract $25,000 or greater (collectively, the "CONTRACTS"). The Company is not and, to the best knowledge of Seller and the Company, no other party thereto is in default (and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a default by the Company) under any of the Contracts, and the Company has not waived any right under any of the Contracts. All of the Contracts to which the Company is a party are legal, valid, binding, enforceable and in full force and effect and will remain legal, valid, binding, enforceable and in full force and effect on identical terms immediately after the Closing, except to the extent that enforceability may be limited by laws affecting creditors' rights and debtors' obligations generally, and legal limitations relating to remedies of specific performance and injunctive and other forms of equitable relief. Except as set forth in Schedule 3.15, the Company has not guaranteed any obligations of any ------------- other Person. To the best of Seller's and the Company's Knowledge, no manufacturer of office equipment sold by the Company will cease doing business with the Company immediately following the Closing.

Contracts and Agreements. Attached hereto as Schedule 3.15 is ------------------------ a ----------------------- ------------- a list and brief description of all written or oral contracts, commitments, leases, and other agreements (including, without limitation, promissory notes, loan agreements, and other evidences of indebtedness, guarantees, agreements with distributors, suppliers, dealers, franchisors and customers, and service agreements) to which the Company is a party or by which the Company or its properties are bound which either (i) require performance by either party exceeding one year; (ii) are contracts (other than vendor contracts) pursuant to which the obligations thereunder Company shall pay or receive more than $10,000 over the life of either party thereto aresuch contract, or (iii) are contemplated as being, for any one vendor contracts pursuant to which SBC's sales of products obtained pursuant to such contract exceeds $25,000 or greater 100,000 (collectively, the "CONTRACTSContracts"). The Company is not and, to the best knowledge of Seller Sellers and the Company, no other party thereto is in default (and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a default by the Companydefault) under any of the Contracts, and the Company has not waived any right under any of the Contracts. All Except as set forth on Schedule 3.15, all of the Contracts to ------------- which the Company is a party are legal, valid, bindingbinding and enforceable against the Company and, enforceable to the best of the Company's and Sellers' knowledge, against each other party thereto, and in full force and effect and will remain legal, valid, bindingbinding and enforceable against the Company and, enforceable to the best of the Company's and Sellers' knowledge, against each other party thereto, and in full force and effect on identical terms immediately after the Closing, except to the extent that enforceability may be limited by laws affecting creditors' rights and debtors' obligations generally, and legal limitations relating to remedies of specific performance and injunctive and other forms of equitable relief. Except as set forth in Schedule 3.15, the Company has not guaranteed any obligations of any ------------- other Person. To the best of Seller's and the Company's Knowledge, no manufacturer of office equipment sold by the Company will cease doing business with the Company immediately following the Closing.

Contracts and Agreements. Attached hereto as Schedule 3.15 is a list ------------------------ ------------- a list and brief description of all written or oral contracts, commitments, leases, and other agreements (including, without limitation, promissory notes, loan agreements, and other evidences of indebtedness, guarantees, agreements with distributors, suppliers, dealers, franchisors and customers, and service agreements) to which the Company is a party or by which the Company or its properties are bound pursuant to which the obligations thereunder of either party thereto are, or are contemplated as being, for any one contract $25,000 50,000 or greater (collectively, the "CONTRACTS"). The Company is not and, to the best knowledge of Seller the Sellers and the Company, no other party thereto is in default (and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a default by the Company) under any of the Contracts, and the Company has not waived any right under any of the Contracts, except for any such defaults or waivers, which would not have a Material Adverse Effect. All Except for the Equitable Exceptions, all of the Contracts to which the Company is a party are legal, valid, binding, enforceable and in full force and effect and, assuming all necessary consents to the consummation of the transactions contemplated herein, as specifically set forth on Schedules 3.9 and 3.15, are obtained, will remain ------------- ---- legal, valid, binding, enforceable and in full force and effect on identical essentially the same terms immediately after the Closing, except to the extent that enforceability may be limited by laws affecting creditors' rights and debtors' obligations generally, and legal limitations relating to remedies of specific performance and injunctive and other forms of equitable reliefthe Equitable Exceptions. Except as set forth in Schedule 3.15, the Company has not guaranteed any obligations of any other ------------- other Person. To the best knowledge of Seller's the Company and the Company's KnowledgeSellers, no manufacturer of office equipment sold by the Company will cease doing business with the Company immediately following the Closing.

Contracts and Agreements. Attached hereto as Schedule 3.15 is ------------------------ ------------- a list and brief description of all written or oral contracts, commitments, leases, and other agreements (including, without limitation, promissory notes, loan agreements, and other evidences of indebtedness, guarantees, agreements with distributors, suppliers, dealers, franchisors and customers, and service agreements) to which the Company is a party or by which the Company or its properties are bound pursuant to which the obligations thereunder of either party thereto are, or are contemplated as being, for any one contract $25,000 75,000 or greater (collectively, the "CONTRACTSContracts"). The Company is not and, to the best knowledge of Seller the Sellers and the Company, no other party thereto is in default (and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a default by the Company) under any of the Contracts, and the Company has not waived any right under any of the Contracts, except for any such defaults or waivers, which would not have a Material Adverse Effect. All Except for the Equitable Exceptions, all of the Contracts to which the Company is a party are legal, valid, binding, enforceable and in full force and effect and, assuming all necessary consents to the consummation of the transactions contemplated herein, as specifically set forth on Schedules 3.9 and 3.15, are obtained, will remain ------------- ---- legal, valid, binding, enforceable and in full force and effect on identical essentially the same terms immediately after the Closing, except to the extent that enforceability may be limited by laws affecting creditors' rights and debtors' obligations generally, and legal limitations relating to remedies of specific performance and injunctive and other forms of equitable reliefthe Equitable Exceptions. Except as set forth in Schedule 3.15, the Company has not guaranteed any obligations of any other ------------- other Person. To the best knowledge of Seller's the Company and the Company's KnowledgeSellers, no manufacturer of office equipment sold by the Company will cease doing business with the Company immediately following the Closing.

Contracts and Agreements. Attached hereto as Schedule 3.15 is a ------------------------ ------------- a list and brief description of all written or oral contracts, commitments, leases, and other agreements (including, without limitation, promissory notes, loan agreements, and other evidences of indebtedness, guarantees, agreements with distributors, suppliers, dealers, franchisors and customers, and service agreements) to which the Company is a party or by which the Company or its properties are bound pursuant to which the obligations thereunder of either party thereto are, or are contemplated as being, for any one contract $25,000 35,000 or greater (collectively, the "CONTRACTS"). The Company is not and, to the best knowledge of Seller the Sellers and the Company, no other party thereto is in default (and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a default by the Company) under any of the Contracts, and the Company has not waived any right under any of the Contracts, except for any such defaults or waivers, which would not have a Material Adverse Effect. All Except for the Equitable Exceptions, all of the Contracts to which the Company is a party are legal, valid, binding, enforceable and in full force and effect and, assuming all necessary consents to the consummation of the transactions contemplated herein, as specifically set forth on Schedules 3.9 and 3.15, are obtained, will remain legal, valid, ------------- ---- binding, enforceable and in full force and effect on identical essentially the same terms immediately after the Closing, except to the extent that enforceability may be limited by laws affecting creditors' rights and debtors' obligations generally, and legal limitations relating to remedies of specific performance and injunctive and other forms of equitable reliefthe Equitable Exceptions. Except as set forth in Schedule 3.15, the Company has not guaranteed any obligations of any ------------- other Person. To the best knowledge of Seller's the Company and the Company's KnowledgeSellers, no manufacturer of office equipment sold by the Company will cease doing business with the Company immediately following the Closing.

Contracts and Agreements. Attached hereto as Schedule 3.15 is ------------------------ ------------- a list and brief description of all written or oral contracts, commitments, leases, and other agreements (including, without limitation, promissory notes, loan agreements, and other evidences of indebtedness, guarantees, agreements with distributors, suppliers, dealers, franchisors and customers, and service agreements) to which the Company is a party or by which the Company or its properties are bound pursuant to which the obligations thereunder of either party thereto are, or are contemplated as being, for any one contract $25,000 or greater (collectively, the "CONTRACTS"). The Company is not and, to the best knowledge of Seller and the Company, no other party thereto is in default (and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a default by the Company) under any of the Contracts, and the Company has not waived any right under any of the Contracts. All of the Contracts to which the Company is a party are legal, valid, binding, enforceable and in full force and effect and will remain legal, valid, binding, enforceable and in full force and effect on identical terms immediately after the Closing, except to the extent that enforceability may be limited by laws affecting creditors' rights and debtors' obligations generally, and legal limitations relating to remedies of specific performance and injunctive and other forms of equitable relief. Except as set forth in Schedule 3.15, the ------------- Company has not guaranteed any obligations of any ------------- other Person. To the best of Seller's and the Company's Knowledge, no manufacturer of office equipment sold by the Company will cease doing business with the Company immediately following the Closing.

Contracts and Agreements. Attached hereto as Schedule 3.15 is ---- ------------------------ ------------- a list and brief description of all written or oral contracts, commitments, leases, and other agreements (including, without limitation, promissory notes, loan agreements, and other evidences of indebtedness, guarantees, agreements with distributors, suppliers, dealers, franchisors and customers, and service agreements) to which the Company is a party or by which the Company or its properties are bound pursuant to which the obligations thereunder of either party thereto are, or are contemplated as being, for any one contract $25,000 35,000 or greater (collectively, the "CONTRACTS"). The Company is not and, to the best knowledge of Seller the Sellers and the Company, no other party thereto is in default (and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a default by the Company) under any of the Contracts, and the Company has not waived any right under any of the Contracts, except for any such defaults or waivers, which would not have a Material Adverse Effect. All Except for the Equitable Exceptions, all of the Contracts to which the Company is a party are legal, valid, binding, enforceable and in full force and effect and, assuming all necessary consents to the consummation of the transactions contemplated herein, as specifically set forth on Schedules 3.9 and 3.15, are obtained, will remain ------------- ---- legal, valid, binding, enforceable and in full force and effect on identical essentially the same terms immediately after the Closing, except to the extent that enforceability may be limited by laws affecting creditors' rights and debtors' obligations generally, and legal limitations relating to remedies of specific performance and injunctive and other forms of equitable reliefthe Equitable Exceptions. Except as set forth in Schedule 3.15, the Company has not guaranteed any obligations of any other ------------- other Person. To the best knowledge of Seller's the Company and the Company's KnowledgeSellers, no manufacturer of office equipment sold by the Company will cease doing business with the Company immediately following the Closing.