Common use of Contracts and Other Instruments Clause in Contracts

Contracts and Other Instruments. (a) Schedule 3.14 accurately and completely details all contracts, licenses, instruments, powers of attorney and agreements to which ROLINA is a party, directly or indirectly, including but not limited to, all license agreements (except license agreements granted as part of sales of the ErgoSentry and Surveyor products); supply agreements; manufacturer agreements; price protection agreements; distributorship agreements; OEM agreements; partnership agreements; dealership agreements; fiduciary agreements; agency agreements; marketing agreements; commission agreements (except for verbal revocable arrangements); sales license agreements; bank credit agreements; factoring agreements; loan agreements; indentures; promissory notes; guarantees; undertakings; other evidences of indebtedness; letters of credit; joint venture agreements; agreements of acquisition or merger or combination with any other company, corporation or business signed within the last three years; employment agreements; labor agreements; salesmen Commission agreements; independent contractor agreements; sales or purchase agreements for a term in excess of one year which have an aggregate sale or purchase price in excess of $5,000.00; contracts, agreements, arrangements, or understandings with SHAREHOLDER, any director, officer, or employee, any relatives or affiliate of ROLINA or of any such director, officer, or employee, or any other corporation or enterprise in which ROLINA, any such director, officer, or employee, or any such relative or affiliate then had or now has a 5% or greater equity or voting or other substantial interest; government contracts; franchise agreements; management agreements; advisory agreements; consulting agreements; advertising agreements; construction agreements; warehousing agreements; engineering agreements; design agreements; major utility agreements, any other agreements which are material to ROLINA; and any other agreements which involve the payment of in excess of $5,000 prior to the date it can be terminated without penalty or premium; (all of which contracts, licenses, instruments, powers of attorney and agreements are hereinafter referred to collectively as the "Contracts"). (b) To the best of SHAREHOLDER'S and ROLINA's knowledge, it is not nor does it expect to be in the future, in violation or breach of, or in default with respect to complying with, any material provision of any such Contract thereof, and each such Contract, is in full force and effect and is the legal, valid, and binding obligation of the parties thereto and is enforceable as to them in accordance with their respective terms. Neither ROLINA, nor any other party to any such Contract has given notice of termination or taken any action inconsistent with the continuance thereof. The execution, delivery, and performance of this Agreement will not prejudice any such Contract. ROLINA and/or SHAREHOLDER are not a party to or bound by any other contract, agreement, instrument, lease, license, arrangement, or understanding, or subject to any charter or other restriction, which has had or may in the future have a material adverse effect on the financial condition, results of operations, business properties, assets, liabilities, or future prospects of ROLINA.

Contracts and Other Instruments. (a) Schedule 3.14 Multi has provided to Purchasers, or allowed access, to all documents in its possession or control which accurately and completely details all contracts, licenses, instruments, powers of attorney and agreements to which ROLINA Multi is a party, directly or indirectly, including but not limited to, all license agreements (except license agreements granted as part of sales of the ErgoSentry and Surveyor products)agency agreements; supply agreements; manufacturer agreements; price protection agreements; distributorship agreements; OEM agreements; partnership agreements; dealership agreements; fiduciary agreements; agency license agreements; marketing agreements; commission agreements (except for verbal revocable arrangements)agreements; sales license agency agreements; bank credit agreements; factoring agreements; loan agreements; indentures; promissory notes; guarantees; undertakings; other evidences of indebtedness; letters of credit; joint venture agreements; agreements for the acquisition of acquisition or merger or combination with any other company, corporation or business businesses signed within the last three years; employment agreements; labor agreements; salesmen Commission commission agreements; independent contractor agreements; sales or purchase agreements for a term in excess of one year which have an aggregate sale or purchase price in excess of $5,000.0025,000; contracts, agreements, arrangements, or understandings with SHAREHOLDERany stockholder, any director, officer, or employee, any relatives or affiliate of ROLINA any stockholder or of any such director, officer, or employee, or any other corporation or enterprise in which ROLINAany stockholder, any such director, officer, or employee, or any such relative or affiliate then had or now has a 5% or greater equity or voting or other substantial interest; government contracts; franchise agreements; management agreements; advisory agreements; consulting agreements; advertising agreements; construction agreements; warehousing agreements; engineering agreements; design agreements; major utility agreements, any other agreements which are material to ROLINA; and any other agreements which involve the payment of in excess of $5,000 25,000 prior to the date it can be terminated without penalty or premium; (all of which contracts, licenses, instruments, powers power of attorney attorneys and agreements are hereinafter referred to collectively as the "Contracts"). (b) To the best of SHAREHOLDER'S and ROLINA's knowledge, it Multi is not nor does it expect to be in the future, in violation or breach of, or in default with respect to complying with, any material provision of any such Contract thereof, and each such Contract, is in full force and effect and is the legal, valid, and binding obligation of the parties thereto and is enforceable as to them in accordance with their respective terms. Neither ROLINA, Multi nor any other party to any such Contract has given notice of termination or taken any action inconsistent with the continuance thereof. The execution, delivery, and performance of this Agreement will not prejudice any such Contract. ROLINA and/or SHAREHOLDER are Multi is not a party to or bound by any other contract, agreement, instrument, lease, license, arrangement, or understanding, or subject to any charter or other restriction, which has had or may in the future have a material adverse effect on the financial condition, results of operations, business properties, assets, liabilities, or future prospects of ROLINAMulti.

Contracts and Other Instruments. (a) Schedule 3.14 4.13 accurately and completely details all contracts, licenses, instruments, powers of attorney and agreements to which ROLINA Proformix is a party, directly or indirectly, including but not limited to, all license agreements (except license agreements granted as part of sales of the ErgoSentry and Surveyor products)distribution agreements, purchase contracts, wholesale agreements, agency agreements; supply agreements; manufacturer agreements; price protection agreements; distributorship agreements; OEM wholesale agreements; partnership agreements; dealership agreements; fiduciary agreements; agency license agreements; marketing agreements; commission agreements (except for verbal revocable arrangements)agreements; sales license agency agreements; bank credit agreements; factoring agreements; loan agreements; indentures; promissory notes; guarantees; undertakings; other evidences of indebtedness; letters of credit; joint venture agreements; agreements of for the acquisition or of, merger or combination with any other company, corporation or business signed within the last three years; employment agreements; labor agreements; salesmen Commission commission agreements; independent contractor agreements; sales or purchase agreements for a term in excess of one year which have an aggregate sale or purchase price in excess of $5,000.005,000; contracts, agreements, arrangements, or understandings with SHAREHOLDERany stockholder, any director, officer, or employee, any relatives or affiliate of ROLINA any stockholder or of any such director, officer, or employee, or any other corporation or enterprise in which ROLINAany stockholder, any such director, officer, . or employee, or any such relative or affiliate who then had or now has a 5% or greater equity or voting or other substantial interest; government contracts; franchise agreements; management agreements; advisory agreements; consulting agreements; advertising agreements; construction agreements; warehousing agreements; engineering agreements; design agreements; major utility agreements, any other agreements which are material to ROLINA; and any other agreements which involve the payment of in excess of $5,000 10,000 prior to the date it can be terminated without penalty or premium; (all of which contracts, licenses, instruments, powers power of attorney attorneys and agreements are hereinafter referred to collectively as the "Contracts"). (b) To Proformix, to the best of SHAREHOLDER'S and ROLINA's its knowledge, it is not now nor does it expect to be in the future, in violation or breach of, or in default with respect to complying with, any material provision of any such Contract thereof, and each such Contract, Contract is in full force and effect and is the legal, valid, and binding obligation of the parties thereto and is enforceable as to them in accordance with their respective terms. Neither ROLINA, Proformix nor any other party to any such Contract has given notice of termination or taken any action inconsistent with the continuance thereof. The execution, delivery, and performance of this Agreement will not prejudice any such Contract. ROLINA and/or SHAREHOLDER are not a party to or bound by any other contract, agreement, instrument, lease, license, arrangement, or understanding, or subject to any charter or other restriction, which has had or may in the future have a material adverse effect on the financial condition, results of operations, business properties, assets, liabilities, or future prospects of ROLINA.

Contracts and Other Instruments. (a) Schedule 3.14 SoftSub has provided to Purchasers, or allowed access, to all documents in its possession or control which accurately and completely details all contracts, licenses, instruments, powers of attorney and agreements to which ROLINA SoftSub is a party, directly or indirectly, including but not limited to, all license agreements (except license agreements granted as part of sales of the ErgoSentry and Surveyor products)agency agreements; supply agreements; manufacturer agreements; price protection agreements; distributorship agreements; OEM agreements; partnership agreements; dealership agreements; fiduciary agreements; agency license agreements; marketing agreements; commission agreements (except for verbal revocable arrangements)agreements; sales license agency agreements; bank credit agreements; factoring agreements; loan agreements; indentures; promissory notes; guarantees; undertakings; other evidences of indebtedness; letters of credit; joint venture agreements; agreements for the acquisition of acquisition or merger or combination with any other company, corporation or business businesses signed within the last three years; employment agreements; labor agreements; salesmen Commission commission agreements; independent contractor agreements; sales or purchase agreements for a term in excess of one year which have an aggregate sale or purchase price in excess of $5,000.0025,000; contracts, agreements, arrangements, or understandings with SHAREHOLDERany stockholder, any director, officer, or employee, any relatives or affiliate of ROLINA any stockholder or of any such director, officer, or employee, or any other corporation or enterprise in which ROLINAany stockholder, any such director, officer, or employee, or any such relative or affiliate then had or now has a 5% or greater equity or voting or other substantial interest; government contracts; franchise agreements; management agreements; advisory agreements; consulting agreements; advertising agreements; construction agreements; warehousing agreements; engineering agreements; design agreements; major utility agreements, any other agreements which are material to ROLINA; and any other agreements which involve the payment of in excess of $5,000 25,000 prior to the date it can be terminated without penalty or premium; (all of which contracts, licenses, instruments, powers power of attorney attorneys and agreements are hereinafter referred to collectively as the "Contracts"). (b) To the best of SHAREHOLDER'S and ROLINA's knowledge, it SoftSub is not nor does it expect to be in the future, in violation or breach of, or in default with respect to complying with, any material provision of any such Contract thereof, and each such Contract, is in full force and effect and is the legal, valid, and binding obligation of the parties thereto and is enforceable as to them in accordance with their respective terms. Neither ROLINA, SoftSub nor any other party to any such Contract has given notice of termination or taken any action inconsistent with the continuance thereof. The execution, delivery, and performance of this Agreement will not prejudice any such Contract. ROLINA and/or SHAREHOLDER are SoftSub is not a party to or bound by any other contract, agreement, instrument, lease, license, arrangement, or understanding, or subject to any charter or other restriction, which has had or may in the future have a material adverse effect on the financial condition, results of operations, business properties, assets, liabilities, or future prospects of ROLINASoftSub.