Common use of Contracts; No Defaults Clause in Contracts

Contracts; No Defaults. Schedule 3(v) attached hereto contains a complete and accurate list, and the Company has made available to the Purchaser true and complete copies, of: (i) each Applicable Contract (as defined below) that involves performance of services or delivery of goods or materials of an amount or value in excess of $25,000; (ii) each Applicable Contract that was not entered into in the ordinary course of business or is not cancelable by the Company or a subsidiary of the Company with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of the Company or its subsidiaries in excess of $5,000; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $5,000 and with terms of less than one year); (iv) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company or any of its subsidiaries with any other person or entity; (v) each Applicable Contract containing covenants that in any way purport to restrict the business activity of any of the Company and its subsidiaries or any affiliate of the foregoing or limit the freedom of any of the Company and its subsidiaries or any affiliate of the foregoing to engage in any line of business or to compete with any person or entity; (vi) each employment or consulting agreement of the Company and its subsidiaries; (vii) each Applicable Contract providing for payments to or by any person or entity based on sales, purchases, or profits, other than direct payments for goods; (viii) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding; (ix) each Applicable Contract entered into other than in the ordinary course of business that contains or provides for an express undertaking by any of the Company and its subsidiaries to be responsible for consequential damages; (x) each Applicable Contract for capital expenditures in excess of $25,000; (xi) each written warranty, guaranty, and other similar undertaking with respect to contractual performance extended by any of the Company and its subsidiaries other than in the ordinary course of business; and (xii) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.

Contracts; No Defaults. Schedule 3(v(a) attached hereto Part 3.16(a) of the Disclosure Letter contains a complete and accurate listlist of each, and the Company has made available to the Purchaser true and complete copies, ofexcept as so disclosed there is no: (i) each Applicable applicable Contract (as defined below) that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $25,000; (ii) each Applicable applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $25,000; (iii) applicable Contract that was not entered into in the ordinary course Ordinary Course of business or is not cancelable by the Company or a subsidiary of the Company with no penalty upon advance notice of 30 days or less Business and that involves expenditures or receipts of the Company or its subsidiaries in excess of $5,000; (iiiiv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $5,000 15,000 and with terms of less than one year); (ivv) each contract relating to Intellectual Property Assets to which the Company is a party or by which the Company is bound, except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available software programs with a value of less than $2,500 under which the Company is the licensee, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (vi) collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees; (vii) joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company or any of its subsidiaries with any other person or entityPerson; (vviii) each Applicable applicable Contract containing covenants that in any material way purport to restrict the business activity of the Company or any Affiliate of the Company and its subsidiaries or any affiliate of the foregoing or limit the freedom of the Company or any Affiliate of the Company and its subsidiaries or any affiliate of the foregoing to engage in any line of business or to compete with any person or entityPerson; (viix) each employment or consulting agreement of the Company and its subsidiaries; (vii) each Applicable applicable Contract providing for payments to or by any person or entity Person based on sales, purchases, or profits, other than direct payments for goods; (viiix) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding; (ixxi) each Applicable Contract entered into other than in the ordinary course of business that contains or provides for an express undertaking by any of the Company and its subsidiaries to be responsible for consequential damages; (x) each Applicable applicable Contract for capital expenditures which, by its terms, provides for an aggregate balance payable thereunder since December 31, 1999 in excess of $25,00015,000 for any such Contract; (xixii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by any of the Company and its subsidiaries other than in the ordinary course Ordinary Course of businessBusiness; and (xiixiii) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. (b) To the Knowledge of the Company, except as set forth in Part 3.16(b) of the Disclosure Letter, with respect to each Contract identified or required to be identified in Part 3.16 (a) of the Disclosure Letter: (i) the Company is, and at all times has been, in material compliance with all applicable terms and requirements of each such Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is or was bound; and (ii) each other Person that has or had any obligation or liability under any material Contract under which the Company has or had any rights is, and at all times has been, in full material compliance with all applicable terms and requirements of such Contract.

Contracts; No Defaults. Schedule 3(v4(t) attached hereto contains a complete and accurate list, and the Company Stronghold has made available to the Purchaser true and complete copies, of: (i) each Applicable Contract (as defined below) that involves performance of services or delivery of goods or materials of an amount or value in excess of $25,000; (ii) each Applicable Contract that was not entered into in the ordinary course of business or is not cancelable by the Company Stronghold or a subsidiary of the Company Stronghold with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of the Company or its subsidiaries Stronghold in excess of $5,00025,000; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $5,000 25,000 and with terms of less than one year); (iv) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company or any of its subsidiaries Stronghold with any other person or entity; (v) each Applicable Contract containing covenants that in any way purport to restrict the business activity of any of the Company and its subsidiaries Stronghold or any affiliate of the foregoing or limit the freedom of any of the Company and its subsidiaries Stronghold or any affiliate of the foregoing to engage in any line of business or to compete with any person or entity; (vi) each employment or consulting agreement of the Company and its subsidiariesStronghold; (vii) each Applicable Contract providing for payments to or by any person or entity based on sales, purchases, or profits, other than direct payments for goods; (viii) each power of attorney executed by any of the Company and its subsidiaries Stronghold that is currently effective and outstanding; (ix) each Applicable Contract entered into other than in the ordinary course of business that contains or provides for an express undertaking by any of the Company and its subsidiaries Stronghold to be responsible for consequential damages; (x) each Applicable Contract for capital expenditures in excess of $25,000; (xi) each written warranty, guaranty, and other similar undertaking with respect to contractual performance extended by any of the Company and its subsidiaries Stronghold other than in the ordinary course of business; and (xii) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Except as set forth in Schedule 4(t) attached hereto, (i) Stronghold is, and has been, in material compliance with all applicable terms and requirements of each Contract under which such company has or had any obligation or liability or by which such company or any of the assets owned or used by such company is or was bound; (ii) each other person or entity that has or had any obligation or liability under any Contract under which Stronghold has or had any rights is, and has been, in material compliance with all applicable terms and requirements of such Contract; (iii) to the Knowledge of Stronghold, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a material violation or breach of, or give Stronghold or other person or entity the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and (iv) Stronghold has not been given or received from any other person or entity any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract. Each Applicable Contract is valid, in full force, and binding on and enforceable against the other party or parties to such contract in accordance with its terms and provisions. Except as disclosed on Schedule 4(t) attached hereto, there are no renegotiation of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any of Stronghold under current or completed Contracts with any person or entity and, to the Knowledge of Stronghold, no such person or entity has made written demand for such renegotiation. The Contracts relating to the sale, design, or provision of products or services by Stronghold have been entered into in the ordinary course of business and have been entered into without the commission of any act alone or in concert with any other person or entity, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. (a) Schedule 3(v3.21(a) attached hereto of the Disclosure Letter contains a complete and accurate list, and the Company Seller has made available delivered to the Purchaser Buyer true and complete copies, ofof each written: (i) each Applicable Contract (as defined below) that involves performance of services or delivery of goods or materials to the Company other than sales of Products in the Ordinary Course of Business of an amount or value in excess of $25,000100,000 annually; (ii) each Applicable Contract that was not entered into in the ordinary course Ordinary Course of business or is not cancelable by the Company or a subsidiary of the Company with no penalty upon advance notice of 30 days or less Business and that involves expenditures or receipts of the Company or its subsidiaries in excess of $5,000100,000 annually and which cannot be terminated on 30 days notice without penalty; (iii) each Applicable Contract with a wholesale distributor of magazines in the United States who entered into such Applicable Contract with the Company in such wholesaler's capacity as a wholesale distributor of magazines; (iv) lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other written Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $5,000 and with terms of less than one year100,000 annually); (ivv) each collective bargaining agreement and other written Applicable Contract to or with any labor union or other employee representative of a group of employees; (vi) joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company or any of its subsidiaries with any other person or entityPerson; (vvii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of any of the Company and its subsidiaries or any affiliate of the foregoing or limit the freedom of any of the Company and its subsidiaries or any affiliate of the foregoing to engage in any line of business or to compete with any person or entityPerson; (viviii) each employment or consulting agreement of the Company and its subsidiaries; (vii) each Applicable Contract providing for payments in excess of $100,000 annually to or by any person or entity Person based on sales, purchases, or profits, other than direct payments for goods; (viiiix) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding; (ix) each Applicable Contract entered into other than in the ordinary course of business that contains or provides for an express undertaking by any of the Company and its subsidiaries to be responsible for consequential damages; (x) each Applicable Contract for capital expenditures in excess of $25,000100,000 annually, other than any Applicable Contracts with customers providing for the installation of display fixtures; (xi) each written warranty, guaranty, and and/or other similar undertaking with respect to contractual performance extended by any of the Company and its subsidiaries other than in the ordinary course Ordinary Course of businessBusiness; and (xii) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing; in each case other than those Applicable Contracts listed on another Schedule of the Disclosure Letter. (b) Except as set forth in Schedule 3.21(b) of the Disclosure Letter or as contemplated by the Transaction Documents: (i) No Applicable Contract that relates to the business of, or any of the assets owned or used by, the Company (A) provides Seller (or any Related Person of Seller) with any rights, or the ability to acquire any rights, thereunder under, or (B) subjects Seller (or any Related Person of Seller) to any obligation or liability thereunder; and (ii) No officer or director of the Company, and to Seller's Knowledge, no agent, employee, consultant, or contractor of the Company, is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery. (c) Except as set forth in Schedule 3.21(c) of the Disclosure Letter, since January 27, 2006, the Company has not received from any Person, any written notice or other written communication or, to the Knowledge of Seller, any oral notice or communication that any Current Customer of the Company as of January 27, 2006 has determined to cease doing business with the Company or materially reduce the volume of Products purchased from the Company. (d) Except as set forth in Schedule 3.21(d) of the Disclosure Letter, there are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate, any material amounts paid or payable to the Company under any Material Applicable Contracts and no such Person has made written demand for such renegotiation, other than in connection with a dispute or the expiration or renewal of such a Contract. (e) The Material Applicable Contracts relating to the sale, provision of products or services by the Company have been entered into in the Ordinary Course of Business.

Contracts; No Defaults. (a) Section 3.14(a) of the InnoRx Disclosure Schedule 3(v) attached hereto contains a complete and accurate list, and the Company InnoRx has made available to the Purchaser SurModics true and complete copies, of: (i) each Applicable Contract (as defined below) that involves performance of services or delivery of goods or materials of an amount or value in excess of $25,00020,000; (ii) each Applicable Contract that involves performance of services or delivery of goods or materials by InnoRx of an amount or value in excess of $20,000; (iii) Contract that was not entered into in the ordinary course Ordinary Course of business or is not cancelable by the Company or a subsidiary of the Company with no penalty upon advance notice of 30 days or less Business and that involves expenditures or receipts of the Company one or its subsidiaries more company in excess of $5,00020,000; (iiiiv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $5,000 20,000 and with terms of less than one year); (ivv) each joint venturelicensing agreement or other Contract with respect to patents, partnershiptrademarks, and other Applicable Contract (however named) involving a sharing of profits, losses, costscopyrights, or liabilities by other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the Company appropriation or the non-disclosure of any of its subsidiaries with any other person or entitythe Intellectual Property Assets; (vvi) each Applicable Contract containing covenants that in any way purport to restrict the business activity of any of the Company and its subsidiaries InnoRx or any affiliate entity of the foregoing InnoRx or limit the freedom of any of the Company and its subsidiaries InnoRx or any affiliate entity of the foregoing InnoRx to engage in any line of business or to compete with any person or entity; (vi) each employment or consulting agreement of the Company and its subsidiariesPerson; (vii) each Applicable Contract providing for payments to or by any person or entity Person based on sales, purchases, or profits, other than direct payments for goods; (viii) each power of attorney executed given by any or on behalf of the Company and its subsidiaries InnoRx that is currently effective and outstanding; (ix) each Applicable Contract entered into other than in the ordinary course of business that contains or provides for an express undertaking by any of the Company and its subsidiaries to be responsible for consequential damages; (x) each Applicable Contract for capital expenditures in excess of $25,00020,000; (xix) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by any InnoRx; (xi) each mortgage, promissory note, evidence of the Company and its subsidiaries indebtedness, loan or credit agreement or other than in the ordinary course of businessobligation or instrument for money borrowed or amounts owed, written or otherwise; and (xii) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. (b) Except as set forth in Section 3.14(b) of the InnoRx Disclosure Schedule: (i) To the knowledge of InnoRx, no Stockholder (and no Related Person of any Stockholder, defined below) has or may acquire any rights under, and no Stockholder has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, InnoRx. As used herein, “Related Person” shall mean (a) each individual who is, or who has at any time been, an officer or director of InnoRx; (b) each member of the immediate family of each of the individuals referred to in clause “(a)” above; and (c) any entity (other than InnoRx) in which any one of the individuals referred to in clauses “(a)” or “(b”) above holds or held (or in which more than one of such individuals collectively hold or held), beneficially or otherwise, at least ten percent (10%) of the voting stock or other proprietary or equity interest in such entity.

Contracts; No Defaults. (a) Schedule 3(v3.16(a) attached hereto contains a complete and accurate list, and the Company has made available to the Purchaser Parent true and complete copies, of:of each of the following (excluding Contracts listed on Schedule 3.21(d)): (i) each Applicable Contract (as defined below) involving the Company or its Subsidiary that involves performance of services or delivery of goods or materials by or to the Company or its Subsidiary or expenditures or receipts of the Company or its Subsidiary, of an amount or value in excess of either $25,000100,000 for the entire stated term of such Contract or $50,000 for the unexpired portion of the stated term of such Contract; (ii) each Applicable Contract that was not entered into in the ordinary course of business or is not cancelable by the Company or a subsidiary of the Company with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of the Company or its subsidiaries in excess of $5,000; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the Company’s or its Subsidiary’s ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or requiring aggregate payments of less than $5,000 and with terms 100,000 for the entire stated term of less than one yearsuch Contract or $50,000 for the unexpired portion of the stated term of such Contract); (iviii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company or any of its subsidiaries Subsidiary with any other person Person; (iv) each Contract containing covenants that purport to restrict or entitylimit the freedom of the Company or its Subsidiary to compete with any Person; (v) each Applicable Contract containing covenants that in any way purport to restrict the business activity of any of the Company and its subsidiaries or any affiliate of the foregoing or limit the freedom of any of the Company and its subsidiaries or any affiliate of the foregoing to engage in any line of business or to compete with any person or entity; (vi) each employment or consulting agreement of the Company and its subsidiaries; (vii) each Applicable Contract providing for payments to or by any person or entity based on sales, purchases, or profits, other than direct payments for goods; (viii) each power of attorney executed granted by any of the Company and or its subsidiaries Subsidiary that is currently effective and outstanding; (ixvi) each Applicable Contract entered into other than not otherwise described in this Section 3.16 under which the ordinary course consequences of business that contains default or provides for an express undertaking by any of termination would be materially adverse to the Company and its subsidiaries to be responsible for consequential damagesCompany; (x) each Applicable Contract for capital expenditures in excess of $25,000; (xivii) each written warranty, guaranty, and other similar undertaking warranty or guaranty with respect to contractual performance extended by any of the Company and or its subsidiaries Subsidiary other than in the ordinary course Ordinary Course of businessBusiness; (viii) each written Contract with any employee or independent contractor for personal services; (ix) each collective bargaining agreement or other Contract to which the Company or its Subsidiary is a party with any labor union; (x) each Contract with each Person listed on Schedule 3.29; (xi) each Contract containing agreements, rights, covenants, or obligations relating in any material respect to the cross-promotion of the Company’s or its Subsidiary’s businesses with the business of any other Person; and (xii) each material amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. (b) To the Company’s Knowledge (without any inquiry), no employee of the Company or its Subsidiary is bound by any Contract that purports to materially and adversely limit the ability of such Person to (A) engage in or continue any conduct, activity, or practice relating to the business of the Company or its Subsidiary, or (B) assign to the Company or its Subsidiary any rights to any invention, improvement, or discovery created by such Person in the scope of their employment with the Company or its Subsidiary. (c) To the Company’s Knowledge (without any inquiry), each Contract listed in Schedule 3.16(a) and Schedule 3.21(d) is in full force and effect and is valid and enforceable in accordance with its terms against the party(ies) thereto other than the Company or its Subsidiary, except as such enforceability may be limited by (i) laws of general application relating to bankruptcy or insolvency, or moratorium or other similar laws affecting or relating to creditors’ rights generally, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies, regardless of whether asserted in a Proceeding in equity or at law. (d) Each of the Company and its Subsidiary is and has been in compliance in all material respects with all applicable terms and requirements of each Contract listed or required to be listed in Schedule 3.16(a) or Schedule 3.21(d) to which it is a party, except as would not result in any material liability for the Company or its Subsidiary. Each other Person to each Contract listed or required to be listed in Schedule 3.16(a) or Schedule 3.21(d) is and has been, to the Company’s Knowledge (without any inquiry), in compliance in all material respects with all applicable terms and requirements of such Contract, except as would not result in any material liability for the Company or its Subsidiary. (e) Except for such matters which have not had or which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company: (i) no event has occurred or circumstance exists that (with or without notice or lapse of time) does or would contravene, conflict with, or result in a violation or breach of, or gives or would give the Company or its Subsidiary or any other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract listed or required to be listed in Schedule 3.16(a) or Schedule 3.21(d); and (ii) neither the Company nor its Subsidiary has given to or received in writing from any Person any notice or other communication regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract listed in Schedule 3.16(a) or Schedule 3.21(d). (f) Neither the Company nor its Subsidiary has entered into any Contract with respect to which the performance thereunder by the Company or its Subsidiary, acting alone or in connection with any other Person, or the payment or promise of any consideration thereunder, would violate any Legal Requirement. (g) With respect to any Contract referenced in Section 3.16(a)(xi), neither the Company nor its Subsidiary has performed or received, or agreed to perform or receive, any material cross-promotion obligations or benefits not expressly included within the scope of such Contract.

Contracts; No Defaults. Schedule 3(v(a) attached hereto contains a complete and accurate list, and the Company has made available Seller have delivered to the Purchaser Buyer true and complete copies, of: (i) each any Applicable Contract (as defined below) that involves performance of services or delivery of goods or materials by either Company of an amount or value in excess of $25,000US$50,000; (ii) each any Applicable Contract that involves performance of services or delivery of goods or materials to either Company of an amount or value in excess of US$50,000; (iii) any Applicable Contract that was not entered into in the ordinary course Ordinary Course of business or is not cancelable by the Company or a subsidiary of the Company with no penalty upon advance notice of 30 days or less Business and that involves expenditures or receipts of the either Company or its subsidiaries in excess of $5,000US$50,000; (iiiiv) each any lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $5,000 US$50,000 and with terms of less than one year); (ivv) each any licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (vi) omitted; (vii) any joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the either Company or any of its subsidiaries with any other person or entityPerson; (vviii) each any Applicable Contract containing covenants that in any way purport to restrict the business activity of any of the either Company and its subsidiaries or any affiliate of the foregoing either Company or limit the freedom of any of the either Company and its subsidiaries or any affiliate of the foregoing either Company to engage in any line of business or to compete with any person or entityPerson; (viix) each employment or consulting agreement of the Company and its subsidiaries; (vii) each any Applicable Contract providing for payments to or by any person or entity Person based on sales, purchases, or profits, other than direct payments for goods; (viiix) each any power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding; (ixxi) each any Applicable Contract entered into other than in the ordinary course Ordinary Course of business Business that contains or provides for an express undertaking by any of the either Company and its subsidiaries to be responsible for consequential damages; (xxii) each any Applicable Contract for capital expenditures in excess of $25,000US$50,000; (xixiii) each any written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by any of the either Company and its subsidiaries other than in the ordinary course Ordinary Course of businessBusiness; and (xiixiv) each any amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. The Disclosure Letter sets forth reasonably complete details concerning any such Contracts, including the parties to the Contracts, the amount of the remaining commitment of the Group Companies under the Contracts, and either Company’s office where details relating to the Contracts are located. (b) Except as set forth in the Disclosure Letter: (i) neither the Seller nor any Related Person thereof has or may acquire any rights under, and neither the Seller nor any Related Person has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, the Group Companies; and (ii) to the Knowledge of Seller and the Group Companies, no officer, director, agent, employee, consultant, or contractor of the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of the Group Companies, or (B) assign to either Company or to any other Person any rights to any invention, improvement, or discovery. (c) Except as set forth in the Disclosure Letter, each Contract identified or required to be identified in the Disclosure Letter by virtue of section 3.17(a) of this Share Purchase Agreement is in full force and effect and is valid and enforceable in accordance with its terms. (d) The Group Companies are, and for the past six (6) years have been, in material compliance with all material terms and requirements of each Contract under which such Company has or had any obligation or liability or by which such Company or any of the assets owned or used by such Company is or was bound. (e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the Group Companies under current or completed Contracts with any Person and, to the Knowledge of Seller and the Group Companies, no such Person has made written demand for such renegotiation. (f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Group Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. (i) Schedule 3(v3(o)(i) attached hereto contains a an accurate and complete and accurate listlist and, and the Company except for certain Government Contracts identified by Seller to Buyer, Seller has made available to the Purchaser true Buyer accurate and complete copiescopies of, ofthe following contracts related exclusively to the Business: (iA) each Applicable Contract (as defined below) that involves performance of services or delivery of goods or materials by Seller of an a remaining amount or value in excess of $25,000200,000; (iiB) each Applicable Contract that involves performance of services or delivery of goods or materials to Seller of a remaining amount or value in excess of $50,000; (C) each Contract that was not entered into in the ordinary course of business or is not cancelable by the Company or a subsidiary of the Company with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of the Company or its subsidiaries Seller in excess of $5,00050,000.00; (iiiD) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, of or any leasehold or other interest in, in any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments by Seller involving an annual cost in excess of less than $5,000 and with terms of less than one year)100,000; (ivE) each joint ventureContract with Seller and any labor union or other employee representative of a group of employees relating to wages, partnership, hours and other Applicable conditions of employment, including the agreement between Seller and United Steelworkers of America, AFL-CIO-CLC, Local 8228, a copy of which has been made available to Buyer; (F) each Contract (however named) involving a sharing of profits, losses, costs, costs or liabilities by the Company or any of its subsidiaries Seller with any other person or entityPerson; (vG) to Seller’s Knowledge, each Applicable Contract containing covenants that in any way purport to restrict the Seller’s business activity of any of the Company and its subsidiaries or any affiliate of the foregoing or limit the freedom of Seller to engage in any line of business activity or limit the Company and its subsidiaries or any affiliate freedom of the foregoing Seller to engage in any line of business or to compete with any person or entityPerson; (viH) each employment or consulting agreement of the Company and its subsidiaries; (vii) each Applicable Contract providing for payments to or by any person or entity Person based on sales, purchases, purchases or profitsprofits of Seller, other than direct payments for goods; (viiiI) except where the failure to disclose would not have a Material Adverse Effect, each power Power of attorney executed by any Attorney of the Company and its subsidiaries Seller that is currently effective and outstanding; (ixJ) each Applicable Contract entered into other than in the ordinary course of business that contains or provides for an express undertaking by any of the Company and its subsidiaries Seller to be responsible for consequential damages; (xK) each Applicable Contract for capital expenditures by Seller in excess of $25,00050,000.00; (xiL) each Contract of Seller not denominated in U.S. dollars; (M) except where the failure to disclose would not have a Material Adverse Effect, each written warranty, guaranty, and guaranty and/or other similar undertaking with respect to contractual performance performances extended by any of the Company and its subsidiaries Seller other than in the ordinary course of business; and (xiiN) except where the failure to disclose would not have a Material Adverse Effect, each amendment, supplement, supplement and modification (whether oral or written) in respect of any of the foregoing. With respect to each Contract required to be listed on Schedule 3(o)(i), such Schedule sets forth reasonably complete details concerning any Government Contract a copy of which has not been made available to Buyer, including the parties to such Government Contract and the amount of the remaining commitment of Seller under such Government Contract. (ii) Except as set forth in Schedule 3(o)(ii): (A) each Contract identified in Schedule 3(o)(i) and which is to be assigned to or assumed by Buyer under this Agreement is in all material respects valid, binding and in full force and effect and is enforceable by Seller in accordance with its terms subject, as to enforcement, to applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors’ rights generally and to general equitable principles; and (B) to the Knowledge of Seller, no Contract identified in Schedule 3(o)(i) and which is to be assigned to or assumed by Buyer under this Agreement will upon completion or performance thereof have a Material Adverse Effect on the Business or Purchased Assets. (iii) Except as set forth in Schedule 3(o)(iii): (A) Seller is, and at all times since December 31, 2003, has been, in compliance with all applicable material terms and requirements of each Contract which is being assumed by Buyer; (B) to Seller’s Knowledge, each other Person that has or had any obligation or liability under any Contract which is being assigned to Buyer is, and at all times since December 31, 2003, has been, in compliance with all material applicable terms and requirements of such Contract; (C) no event has occurred or circumstance exists that (with or without notice or lapse of time) may materially contravene, conflict with or result in a breach of, or give Seller or any other Person the right to declare default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify any material Contract that is being assigned to or assumed by Buyer; (D) to Seller’s Knowledge, no event has occurred or circumstance exists under or by virtue of any Contract that (with or without notice or lapse of time) would cause the creation of any encumbrance affecting any of the Purchased Assets other than Permitted Liens; (E) Seller has not given to or received from any other Person, at any time since December 31, 2003, any notice or other communication (whether oral or written) regarding any actual, alleged, possible or potential violation or breach of, or default under, any Contract which is being assigned to or assumed by Buyer; and (F) there are no renegotiations of or attempts to renegotiate any material amounts paid or payable to Seller under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.

Contracts; No Defaults. A. SCHEDULE 3.17(A) of the Disclosure Schedule 3(v) attached hereto contains a complete ---------------- and accurate list, and the Company has made available Sellers have delivered to the Purchaser Buyer true and complete copies, of: (i) each Each Applicable Contract (as defined below) that involves performance of services or delivery of goods or materials by Company of an amount or value in excess of Five Thousand and No/100 Dollars ($25,0005,000.00); (ii) each Each Applicable Contract that involves performance of services or delivery of goods or materials to Company of an amount or value in excess of Five Thousand and No/100 Dollars ($5,000.00); (iii) Each Applicable Contract that was not entered into in the ordinary course Ordinary Course of business or is not cancelable by the Company or a subsidiary of the Company with no penalty upon advance notice of 30 days or less Business and that involves expenditures or receipts of the Company or its subsidiaries in excess of Five Thousand and No/100 Dollars ($5,0005,000.00); (iiiiv) each Each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than Five Thousand and No/100 Dollars ($5,000 5,000.00) and with terms of less than one (1) year); (ivv) each Each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Software and Intangibles; (vi) Each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees; (vii) Each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company or any of its subsidiaries with any other person or entityPerson; (vviii) each Each Applicable Contract containing covenants that in any way purport to restrict the business activity of any of the Company and its subsidiaries or any affiliate Affiliate of the foregoing an Company or limit the freedom of any of the Company and its subsidiaries or any affiliate Affiliate of the foregoing an Company to engage in any line of business or to compete with any person or entityPerson; (viix) each employment or consulting agreement of the Company and its subsidiaries; (vii) each Each Applicable Contract providing for payments to or by any person or entity Person based on sales, purchases, or profits, other than direct payments for goods; (viiix) each Each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding; (ixxi) each Each Applicable Contract entered into other than in the ordinary course Ordinary Course of business Business that contains or provides for an express undertaking by any of the Company and its subsidiaries to be responsible for consequential damages; (xxii) each Each Applicable Contract for capital expenditures in excess of Five Thousand and No/100 Dollars ($25,0005,000.00); (xixiii) each Each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by any of the Company and its subsidiaries other than in the ordinary course Ordinary Course of businessBusiness; and (xiixiv) each Each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. B. SCHEDULE 3.17(A) of the Disclosure Schedule sets forth reasonably ---------------- complete details concerning such Contracts, including the parties to the Contracts, the amount of the remaining commitment of Company under the Contracts, and Company' office where details relating to the Contracts are located. C. Except as set forth in SCHEDULE 3.17(C) of the Disclosure ---------------- Schedule: (i) Neither Seller (and no Related Person of either Seller) has or may acquire any rights under, and neither Seller has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, Company; and (ii) To the Knowledge of Sellers and Company, no officer, director, agent, employee, consultant, or contractor of Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (1) engage in or continue any conduct, activity, or practice relating to the business of Company or (2) assign to Company or to any other Person any rights to any invention, improvement, or discovery. D. Except as set forth in SCHEDULE 3.17(D) of the Disclosure ---------------- Schedule, each Contract identified or required to be identified in SCHEDULE -------- 3.17(A) of the Disclosure Schedule is in full force and effect and is valid and ------- enforceable in accordance with its terms. E. Except as set forth in SCHEDULE 3.17(E) of the Disclosure ---------------- Schedule: (i) Company is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of each Contract under which such Company has or had any obligation or liability or by which such Company or any of the assets owned or used by such Company is or was bound; (ii) Each other Person that has or had any obligation or liability under any Contract under which Company has or had any rights is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of such Contract; (iii) No event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and (iv) Company has not given to or received from any other Person, at any time since December 31, 1992, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract. F. There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to Company under current or completed Contracts with any Person and no such Person has made written demand for such renegotiation. G. The Contracts relating to the sale, design, manufacture, or provision of products or services by Company have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. Schedule 3(v(a) attached hereto Part 3.17(a) of the Disclosure Letter contains a complete and accurate list, and Clayco and the Company has Bank have delivered or made available to the Purchaser Buyer true and complete copies, of: (i) each Applicable Contract (as defined belowother than agreements relating to loans, deposits, wholesale borrowings and securities purchases in the Ordinary Course of Business) that involves performance of services or delivery of goods or materials by one or more Acquired Companies of an amount or value in excess of $25,00050,000; (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to one or more Acquired Companies of an amount or value in excess of $50,000; (iii) each Applicable Contract that was not entered into in the ordinary course Ordinary Course of business or is not cancelable by the Company or a subsidiary of the Company with no penalty upon advance notice of 30 days or less Business and that involves expenditures or receipts of the Company one or its subsidiaries more Acquired Companies in excess of $5,00010,000; (iiiiv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, in any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $5,000 25,000 and with terms of less than one year); (ivv) each licensing agreement or other Applicable Contract with respect to the Intellectual Property Assets, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (vi) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the any Acquired Company or any of its subsidiaries with any other person or entityPerson; (vvii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of any of the Acquired Company and its subsidiaries or any affiliate Related Person of the foregoing an Acquired Company or limit the freedom of any of the Acquired Company and its subsidiaries or any affiliate Related Person of the foregoing an Acquired Company to engage in any line of business or to compete with any person or entityPerson; (vi) each employment or consulting agreement of the Company and its subsidiaries; (viiviii) each Applicable Contract providing for payments to or by any person or entity Person based on sales, purchases, or profits, other than direct payments for goods; (viiiix) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding, other than those received in the Ordinary Course of Business; (ixx) each Applicable Contract entered into other than in the ordinary course Ordinary Course of business Business that contains or provides for an express undertaking by any of the Acquired Company and its subsidiaries to be responsible for consequential damages; (xxi) each Applicable Contract for capital expenditures in excess of $25,00050,000; (xixii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by any of the Acquired Company and its subsidiaries other than in the ordinary course Ordinary Course of businessBusiness; and (xiixiii) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Part 3.17(a) of the Disclosure Letter sets forth a list of the Applicable Contracts, and true and correct copies of such Applicable Contracts have been made available to Buyer. (b) Except as set forth in Part 3.17(b) of the Disclosure Letter: (i) no director, officer or 5% shareholder of an Acquired Company has or may acquire any rights under any Applicable Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and (ii) No officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any contract or other arrangement that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery. (c) Except as set forth in Part 3.17(c) of the Disclosure Letter, each Applicable Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms. (d) Except as set forth in Part 3.17(d) of the Disclosure Letter: (i) each Acquired Company is, and at all times has been, in full compliance with all applicable terms and requirements of each Applicable Contract under which such Acquired Company has any obligation or liability or by which such Acquired Company or any of the assets owned or used by such Acquired Company is bound; (ii) each other Person that has any obligation or liability under any Applicable Contract (other than loans made by the Bank or deposits accepted by the Bank) under which an Acquired Company has any rights is, and at all times has been, in full compliance with all applicable terms and requirements of such Applicable Contract; (iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract (other than loans made by the Bank or deposits accepted by the Bank); and (iv) no Acquired Company has given to or received from any other Person, at any time, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Applicable Contract (other than loans made by the Bank or deposits accepted by the Bank). (e) There are no renegotiations of, or attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Applicable Contracts (other than loans made by the Bank or deposits accepted by the Bank) with any Person and, no such Person has made written demand for such renegotiation. (f) The Applicable Contracts relating to the provision of services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. Schedule 3(v(A) SCHEDULE 3(w) attached hereto contains a complete and accurate list, and the Company has made available to the Purchaser true and complete copies, of: (i) 1. each Applicable Contract (as defined below) that involves performance of services or delivery of goods or materials of an amount or value in excess of $25,000; (ii) 2. each Applicable Contract that was not entered into in the ordinary course of business or is not cancelable by the Company or a subsidiary of the Company with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of the Company or its subsidiaries in excess of $5,000; (iii) 3. each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $5,000 and with terms of less than one year); (iv) 4. each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company or any of its subsidiaries with any other person or entity; (v) 5. each Applicable Contract containing covenants that in any way purport to restrict the business activity of any of the Company and its subsidiaries or any affiliate of the foregoing or limit the freedom of any of the Company and its subsidiaries or any affiliate of the foregoing to engage in any line of business or to compete with any person or entity; (vi) 6. each employment or consulting agreement of the Company and its subsidiaries; subsidiaries (vii) each Applicable Contract providing for payments to or by any person or entity based on sales, purchases, or profits, other than direct payments for goodsunwritten at will employment arrangements); (viii) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding; (ix) each Applicable Contract entered into other than in the ordinary course of business that contains or provides for an express undertaking by any of the Company and its subsidiaries to be responsible for consequential damages; (x) each Applicable Contract for capital expenditures in excess of $25,000; (xi) each written warranty, guaranty, and other similar undertaking with respect to contractual performance extended by any of the Company and its subsidiaries other than in the ordinary course of business; and (xii) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.

Contracts; No Defaults. (a) Section 6.17 of the Disclosure Schedule 3(v) attached hereto contains a complete and accurate list, and the Company has made available Annex 6.17 to the Purchaser this Agreement contains true and complete copies, of: (i) each Applicable Contract (as defined below) that involves performance of services or delivery of goods goods, materials or materials products of an amount or value in excess of $25,000; (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $25,000; (iii) each Applicable Contract that was not entered into in the ordinary course Ordinary Course of business or is not cancelable by the Company or a subsidiary of the Company with no penalty upon advance notice of 30 days or less Business and that involves expenditures or receipts of the Company or its subsidiaries in excess of $5,00025,000; (iiiiv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $5,000 15,000 and with terms of less than one year)) ; (ivv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non- disclosure of any of the Intellectual Property Assets; (vi) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company or any of its subsidiaries with any other person or entityPerson; (vvii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of any of the Company and its subsidiaries or any affiliate of the foregoing or limit the freedom of any of the Company and its subsidiaries or any affiliate of the foregoing to engage in any line of business or to compete with any person or entityPerson; (vi) each employment or consulting agreement of the Company and its subsidiaries; (viiviii) each Applicable Contract providing for payments to or by any person or entity Person based on sales, purchases, or profits, other than direct payments for goods; (viiiix) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding; (ixx) each Applicable Contract entered into other than in the ordinary course Ordinary Course of business Business that contains or provides for an express undertaking by any of the Company and its subsidiaries to be responsible for consequential damages; (xxi) each Applicable Contract for capital expenditures in excess of $25,000; (xixii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by any the Company; (xiii) each Applicable Contract relating to the distribution of the Company and its subsidiaries other than in the ordinary course of businessCompany's goods or products; and (xiixiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. (b) Except as set forth in Section 6.17 of the Disclosure Schedule: (i) No Related Person of the Company has or may acquire any rights under, and no Related Person of the Company has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, the Company; and (ii) No officer, director, agent, employee, consultant, or contractor of the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery. (c) Except as set forth in Section 6.17 of the Disclosure Schedule, each Contract identified or required to be identified in Section 6.17 of the Disclosure Schedule (the "Listed Contracts") is in full force and effect and is valid and enforceable in accordance with its terms. (d) Except as set forth in Section 6.17 of the Disclosure Schedule: (i) the Company is, and at all times since January 1, 1992 has been, in full compliance with all applicable terms and requirements of each Listed Contract; (ii) each other Person that has or had any obligation or liability under any Listed Contract is and at all times since January 1, 1992 has been, in full compliance with all applicable terms and requirements of such Listed Contract; (iii) to the Knowledge of the Company, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give the Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and (iv) the Company has not given to or received from any other Person, at any time since January 1, 1992, any formal notice or other formal communication regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Listed Contract. (e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the Company under current or completed Listed Contracts with any Person and no such Person has made written demand for such renegotiation. (f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Company have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. Schedule 3(v(1) attached hereto Part 3.17(a) of the Disclosure Letter contains a complete and accurate list, and the Company Seller has made available delivered to the Purchaser Buyer true and complete copies, of: (i1) each Applicable Contract (as defined below) that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $25,000; (ii2) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $25,000; (3) each Contract that was not entered into in the ordinary course Ordinary Course of business or is not cancelable by the Company or a subsidiary of the Company with no penalty upon advance notice of 30 days or less Business and that involves expenditures or receipts of the one or more The Company or its subsidiaries in excess of $5,00025,000; (iii4) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $5,000 25,000 and with terms of less than one year); (iv5) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (6) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees; (7) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company or any of its subsidiaries with any other person or entityPerson; (v) 8) each Applicable Contract containing covenants that in any way purport to restrict the business activity of any of the Company and its subsidiaries or any affiliate of the foregoing or limit the freedom of any of the Company and its subsidiaries or any affiliate of the foregoing to engage in any line of business or to compete with any person or entityPerson; (vi) each employment or consulting agreement of the Company and its subsidiaries; (vii9) each Applicable Contract providing for payments to or by any person or entity Person based on sales, purchases, or profits, other than direct payments for goods; (viii10) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding; (ix11) each Applicable Contract entered into other than in the ordinary course Ordinary Course of business Business that contains or provides for an express undertaking by any of the Company and its subsidiaries to be responsible for consequential damages; (x12) each Applicable Contract for capital expenditures in excess of $25,000; (xi13) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by any of the Company and its subsidiaries other than in the ordinary course Ordinary Course of businessBusiness; and (xii14) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Part 3.17(a) of the Disclosure Letter sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts, the amount of the remaining commitment of the Company under the Contracts, and the Company's office where details relating to the Contracts are located. (2) Except as set forth in Part 3.17(b) of the Disclosure Letter: (1) Seller (and no Related Person of either Seller) neither has nor may acquire any rights under, and Seller neither has nor may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, the Company; and (2) to the Knowledge of Seller and the Company, no officer, director, agent, employee, consultant, or contractor of the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery. (3) Except as set forth in Part 3.17(c) of the Disclosure Letter, each Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms. (4) Except as set forth in Part 3.17(d) of the Disclosure Letter: (1) the Company is, and at all times since March 31, 1999 has been, in full compliance with all applicable terms and requirements of each Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is or was bound; (2) each other Person that has or had any obligation or liability under any Contract under which an the Company has or had any rights is, and at all times since March 31, 1999 has been, in full compliance with all applicable terms and requirements of such Contract; (3) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give the Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and (4) the Company has not given to or received from any other Person, at any time since March 31, 1999, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract. (5) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the Company under current or completed Contracts with any Person and, to the Knowledge of Seller and the Company, no such Person has made written demand for such renegotiation. (6) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Company have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. (a) Section 4.15(a) of the Disclosure Schedule 3(v) attached hereto contains a correct and complete and accurate list, and the Company has made available delivered to the Purchaser true ICC correct and complete copies, of: (i) each Applicable Contract (as defined below) that involves the current or future performance of services or delivery of goods or materials by the Company of an amount or value in excess of $25,00010,000 per year; (ii) each Applicable Contract that was not entered into in involves the ordinary course current or future performance of business services or is not cancelable by delivery of goods or materials to the Company of an amount or a subsidiary of the Company with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of the Company or its subsidiaries value in excess of $5,00010,000 per year; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, license and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, in any real or personal property (except personal property leases and installment and conditional sales agreements having a of an amount or value per item or aggregate payments in excess of less than $5,000 and with terms of less than one per year); (iv) each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a group of employees; (v) each joint venture, partnership, partnership and other Applicable Contract (however named) that is currently in effect involving a sharing of profits, losses, costs, costs or liabilities by the Company or any of its subsidiaries with any other person Person or entityrequiring the Company to make any capital contribution; (vvi) each Applicable Contract that is currently in effect containing covenants that in any way purport to restrict the business activity of any of the Company and its subsidiaries or any affiliate of the foregoing or limit the freedom of any of the Company and its subsidiaries or any affiliate of the foregoing to engage in any line of business or to compete with any person Person or entity; (vi) each employment or consulting agreement of the Company and its subsidiarieshire any Person; (vii) each Applicable Contract providing for payments to agreement that is currently in effect between the Company and an officer or by director of the Company or any person Seller or entity based on sales, purchases, or profits, other than direct payments for goods; any affiliate of any of the foregoing; (viii) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding; (ix) each Applicable Contract entered into other than that is currently in the ordinary course of business that contains or provides effect for an express undertaking capital expenditures by any of the Company and its subsidiaries to be responsible for consequential damagesin excess of $15,000; (x) each Applicable Contract agreement under which any money has been or may be borrowed or loaned by the Company or any note, bond, factoring agreement, indenture or other evidence of indebtedness has been issued or assumed by the Company (other than those under which there remain no ongoing obligations of the Company), each guaranty by the Company (including "take-or-pay" and "keepwell" agreements) of any evidence of indebtedness or other obligation, or of the net worth, of any Person (other than endorsements for capital expenditures the purpose of collection in excess the ordinary course of $25,000business) and each pledge, security or other agreement pursuant to which any Encumbrance, other than Permitted Encumbrances, is created in any material asset or property of the Company; (xi) each written warranty, guaranty, and other similar undertaking agreement containing restrictions with respect to contractual performance extended by any the payment of dividends or other distributions in respect of the Company and its subsidiaries other than in the ordinary course of business; andCompany's capital stock; (xii) each amendmentstock purchase, supplementmerger or other agreement pursuant to which the Company acquired any material business, and modification all relevant documents and agreements delivered in connection therewith; (whether oral xiii) each agreement to which the Company is a party that is currently in effect containing a change of control provision; (xiv) each other agreement to which the Company is a party that is currently in effect having an indefinite term or writtena fixed term of more than one (1) in respect year (other than those that are terminable at will or upon not more than sixty (60) days' notice by the Company without penalty) or requiring payments by the Company of any more than $10,000 per year; and (xv) each standard form of agreement pursuant to which the foregoingCompany provides services to customers.

Contracts; No Defaults. (a) Schedule 3(v3.19(a) attached hereto of the Disclosure Letter contains a complete and accurate list, and the Company has made available Sellers have delivered to the Purchaser Buyer true and complete copies, ofof each written: (i) each Applicable Contract with each Material Customer; (as defined belowii) Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $25,000100,000 annually; (iiiii) each Applicable Contract that was not entered into in the ordinary course of business or is not cancelable by the Company or a subsidiary of the Company with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of the Company or its subsidiaries in excess of $5,000100,000 annually and which cannot be terminated on 60 days notice without penalty; (iiiiv) each Applicable Contract with a wholesale distributor of the Products in the United States or Canada who entered into such Applicable Contract with the Company in such wholesaler’s capacity as a wholesale distributor of the Products that; (v) lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other written Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $5,000 and with terms of less than one year50,000 annually); (ivvi) each collective bargaining agreement and other written Applicable Contract to or with any labor union or other employee representative of a group of employees; (vii) joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company or any of its subsidiaries with any other person or entityPerson; (vviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of any of the Company and its subsidiaries or any affiliate of the foregoing or limit the freedom of any of the Company and its subsidiaries or any affiliate of the foregoing to engage in any line of business or to compete with any person or entityPerson; (viix) each employment or consulting agreement of the Company and its subsidiaries; (vii) each Applicable Contract providing for payments in excess of $50,000 annually to or by any person or entity Person based on sales, purchases, or profits, other than direct payments for goods; (viiix) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding; (ixxi) each Applicable Contract entered into other than in the ordinary course of business that contains or provides for an express undertaking by any of the Company and its subsidiaries to be responsible for consequential damages; (x) each Applicable Contract for capital expenditures in excess of $25,00050,000 annually, other than any Applicable Contracts with customers providing for the installation of display fixtures; (xixii) each written warranty, guaranty, and other similar undertaking guaranty with respect to contractual performance of a third party extended by any of the Company and its subsidiaries other than in the ordinary course of business; and (xiixiii) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. (b) Except as set forth in Schedule 3.19(b) of the Disclosure Letter or as contemplated by the Transaction Documents: (i) No Material Applicable Contract that relates to the business of, or any of the assets owned or used by, the Company (A) provides Sellers (or any Related Person of Sellers other than the Company) with any rights, or the ability to acquire any rights, thereunder, or (B) subjects Sellers (or any Related Person of Sellers) to any obligation or liability thereunder; and (ii) To the Company’s Knowledge, no officer, director, agent, Employee, consultant, or contractor of the Company, is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery. (c) Except as set forth in Schedule 3.19(c) of the Disclosure Letter, since January 1, 2005, the Company has not received from any Person, any written notice or other written communication that any Material Customer has determined to cease doing business with the Company or materially reduce the volume of Products purchased from the Company. (d) Except as set forth in Schedule 3.19(d) of the Disclosure Letter, since January 1, 2005 there have not been any written or electronic mail demands to renegotiate any material amounts paid or payable to the Company under any Material Applicable Contracts. (e) The Material Customers in the aggregate accounted for not less than 70% of the Company’s net revenues in the Company’s last fiscal year.

Contracts; No Defaults. (a) Section 3.17(a) of the Disclosure Schedule 3(v) attached hereto contains a complete and accurate list, and the Company has made available Sellers have delivered to the Purchaser Buyer true and complete copies, of: (i) each Applicable Contract (as defined below) that involves performance of services or delivery of goods or materials by one or more Acquired Companies of an amount or value in excess of $25,0005,000; (ii) each Applicable Contract that was not entered into in the ordinary course involves performance of business services or is not cancelable by the Company delivery of goods or a subsidiary materials to one or more Acquired Companies of the Company with no penalty upon advance notice of 30 days an amount or less and that involves expenditures or receipts of the Company or its subsidiaries value in excess of $5,000; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $5,000 and with terms of less than one year)property; (iv) each licensing agreement or other Contract with respect to patents, trademarks, copyrights, trade secrets or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any intellectual property; (v) each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a group of employees; (vi) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the any Acquired Company or any of its subsidiaries with any other person or entityPerson; (vvii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of any of the Acquired Company and its subsidiaries or any affiliate of the foregoing Seller or limit the freedom of any of the Acquired Company and its subsidiaries or any affiliate of the foregoing Seller to engage in any line of business or to compete with any person or entity; (vi) each employment or consulting agreement of the Company and its subsidiaries; (vii) each Applicable Contract providing for payments to or by any person or entity based on sales, purchases, or profits, other than direct payments for goodsPerson; (viii) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding;; and (ix) each Applicable Contract entered into other than in the ordinary course of business that contains or provides for an express undertaking by any of the Company and its subsidiaries to be responsible for consequential damages; (x) each Applicable Contract for capital expenditures in excess of $25,000;10,000. (xib) each written warrantyExcept as set forth in Section 3.17(b) of the Disclosure Schedule, guarantyno Seller has or may acquire any rights under, and other similar undertaking with respect no Seller has or may become subject to contractual performance extended by any obligation or liability under, any Contract that relates to the business of, or any of the Company and its subsidiaries other than in the ordinary course of businessassets owned or used by, any Acquired Company; and (xiic) Except as set forth in Section 3.17(c) of the Disclosure Schedule, to the knowledge of Sellers, each amendmentContract identified or required to be identified in Section 3.17(a) of the Disclosure Schedule is in full force and effect and is valid and enforceable in accordance with its terms. (d) Except as set forth in Section 3.17(d) of the Disclosure Schedule: (i) to the knowledge of Sellers, supplement, each Acquired Company is in full compliance with all applicable terms and modification (whether oral requirements of each Contract under which such Acquired Company has or written) in respect of had any obligation or liability or by which such Acquired Company or any of the foregoingassets owned or used by such Acquired Company is or was bound; (ii) to the knowledge of Sellers and the Acquired Companies, each other person that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights is in full compliance with all applicable terms and requirements of such Contract; and (iii) no event has occurred or, to the knowledge of Sellers, circumstance exists that (with or without notice or lapse of time) may result in a violation or breach of any Contract.

Contracts; No Defaults. Schedule 3(v(a) attached hereto Part 3.17(a) of the Disclosure Letter contains a complete and accurate list, and Clayco and the Company has Bank have delivered or made available to the Purchaser Buyer true and complete copies, of: (i) each Applicable Contract (as defined belowother than agreements relating to loans, deposits, wholesale borrowings and securities purchases in the Ordinary Course of Business) that involves performance of services or delivery of goods or materials by one or more Acquired Companies of an amount or value in excess of $25,00050,000; (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to one or more Acquired Companies of an amount or value in excess of $50,000; (iii) each Applicable Contract that was not entered into in the ordinary course Ordinary Course of business or is not cancelable by the Company or a subsidiary of the Company with no penalty upon advance notice of 30 days or less Business and that involves expenditures or receipts of the Company one or its subsidiaries more Acquired Companies in excess of $5,00010,000; (iiiiv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, in any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $5,000 25,000 and with terms of less than one year); (ivv) each licensing agreement or other Applicable Contract with respect to the Intellectual Property Assets, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (vi) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the any Acquired Company or any of its subsidiaries with any other person or entityPerson; (vvii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of any of the Acquired Company and its subsidiaries or any affiliate Related Person of the foregoing an Acquired Company or limit the freedom of any of the Acquired Company and its subsidiaries or any affiliate Related Person of the foregoing an Acquired Company to engage in any line of business or to compete with any person or entityPerson; (vi) each employment or consulting agreement of the Company and its subsidiaries; (viiviii) each Applicable Contract providing for payments to or by any person or entity Person based on sales, purchases, or profits, other than direct payments for goods; (viiiix) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding, other than those received in the Ordinary Course of Business; (ixx) each Applicable Contract entered into other than in the ordinary course Ordinary Course of business Business that contains or provides for an express undertaking by any of the Acquired Company and its subsidiaries to be responsible for consequential damages; (xxi) each Applicable Contract for capital expenditures in excess of $25,00050,000; (xixii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by any of the Acquired Company and its subsidiaries other than in the ordinary course Ordinary Course of businessBusiness; and (xiixiii) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Part 3.17(a) of the Disclosure Letter sets forth a list of the Applicable Contracts, and true and correct copies of such Applicable Contracts have been made available to Buyer. (b) Except as set forth in Part 3.17(b) of the Disclosure Letter: (i) no director, officer or 5% shareholder of an Acquired Company has or may acquire any rights under any Applicable Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and (ii) No officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any contract or other arrangement that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery. (c) Except as set forth in Part 3.17(c) of the Disclosure Letter, each Applicable Contract identified or required to be identified in Part 3.17 (a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms. (d) Except as set forth in Part 3.17(d) of the Disclosure Letter: (i) each Acquired Company is, and at all times has been, in full compliance with all applicable terms and requirements of each Applicable Contract under which such Acquired Company has any obligation or liability or by which such Acquired Company or any of the assets owned or used by such Acquired Company is bound; (ii) each other Person that has any obligation or liability under any Applicable Contract (other than loans made by the Bank or deposits accepted by the Bank) under which an Acquired Company has any rights is, and at all times has been, in full compliance with all applicable terms and requirements of such Applicable Contract; (iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract (other than loans made by the Bank or deposits accepted by the Bank); and (iv) no Acquired Company has given to or received from any other Person, at any time, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Applicable Contract (other than loans made by the Bank or deposits accepted by the Bank). (e) There are no renegotiations of, or attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Applicable Contracts (other than loans made by the Bank or deposits accepted by the Bank) with any Person and, no such Person has made written demand for such renegotiation. (f) The Applicable Contracts relating to the provision of services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. Schedule 3(v(a) attached hereto contains a complete and accurate list, and the Company has made available Sellers have delivered to the Purchaser Buyer true and complete copies, copies of: (i) each Applicable Contract (as defined below) agreement that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $25,00010,000; (ii) each Applicable Contract agreement that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000; (iii) each agreement that was not entered into in the ordinary course of business or is not cancelable by the Company or a subsidiary of the Company with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of the Company or its subsidiaries in excess of $5,000; (iiiiv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract agreement affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $5,000 and with terms of less than one year); (ivv) each licensing agreement or other agreement with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Company's intellectual property assets; (vi) each collective bargaining agreement and other agreements to or with any labor union or other employee representative of a group of employees; (vii) each joint venture, partnership, and other Applicable Contract agreements (however named) involving a sharing of profits, losses, costs, or liabilities by the Company or any of its subsidiaries with any other person or entityperson; (vviii) each Applicable Contract agreement containing covenants that in any way purport to restrict the business activity of any of the Company and its subsidiaries or any affiliate of the foregoing Company or limit the freedom of any of the Company and its subsidiaries or any affiliate of the foregoing Company to engage in any line of business or to compete with any person or entityperson; (viix) each employment or consulting agreement of the Company and its subsidiaries; (vii) each Applicable Contract providing for payments to or by any person or entity based on sales, purchases, or profits, other than direct payments for goods; (viiix) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding; (ixxi) each Applicable Contract agreement entered into other than in the ordinary course of business that contains or provides for an express undertaking by any of the Company and its subsidiaries to be responsible for consequential damages; (xxii) each Applicable Contract agreement for capital expenditures in excess of $25,0005,000; (xixiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by any of the Company and its subsidiaries other than in the ordinary course of business; and (xiixiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. (b) Neither Seller has or may acquire any rights under, and neither Seller has or may become subject to any obligation or liability under, any agreement that relates to the business of, or any of the assets owned or used by the Company, other than the lease of the Company's main facilities, which is leased from an affiliated entity. (c) To the knowledge of Sellers and the Company, no officer, director, agent, employee, consultant, or contractor of the Company is bound by any agreement that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company or to any other person any rights to any invention, improvement, or discovery. (d) Each agreement delivered or required to be delivered to Seller pursuant to Section 2.16(a) is in full force and effect and is valid and enforceable in accordance with its terms. (e) The Company is, and at all times since January 1, 1997 has been, in full compliance with all applicable terms and requirements of each agreement under which it has or had any obligation or liability or by which it or any of the assets owned or used it is or was bound. (f) Each other person that has or had any obligation or liability under any agreement under which the Company has or had any rights is, and at all times since January 1, 1997 has been, in full compliance with all applicable terms and requirements of such agreement. (g) No event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give the Company or other person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any agreement. (h) The Company has not given to or received from any other person, at any time since January 1, 1997, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any agreement, other than the potential claim by KPMG and the dispute with Elis▇▇ ▇▇▇▇▇▇▇, ▇▇th of which have been disclosed to Buyer. (i) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the Company under current or completed agreements with any person and, to the knowledge of Sellers and the Company, no such person has made written demand for such renegotiation. (j) The agreements relating to the sale, design, manufacture, or provision of products or services by the Company have been entered into in the ordinary course of business and have been entered into without the commission of any act alone or in concert with any other person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.